Killer

Quotient
is Trending
ANNUAL REPORT
2017-2018
In this report
Corporate Overview Statutory Reports
2 About KKCL 44 Management Discussion & Analysis
4 Our Footprint 52 Directors’ Report and Annexure
6 Our Product Portfolio 80 Report on Corporate Governance
8 Our Brands 100 Business Responsibility Report
10 Marketing Campaigns Standalone Financial Statements
12 From the Chairman’s Desk 114 Independent Auditors’ Report
14 Key Performance Indicators 120 Balance Sheet
16 Opportunities and Competitive Advantages 121 Statement of Profit & Loss
22 The Quotient of STYLE 122 Cash Flow Statement
24 The Quotient of VALUE 124 Statement of Change in Equity
26 The Quotient of GROWTH 125 Notes to Financial Statements
28 The Quotient of COMPETENCY Consolidated Financial Statements
30 Board of Directors 176 Independent Auditors’ Report
32 People Initiatives 180 Balance Sheet
35 Achievements 181 Statement of Profit & Loss
36 Corporate Information 182 Cash Flow Statement
184 Statement of Change in Equity
185 Notes to Financial Statements
Our Brands
Key highlights FY 2018
107,574 45,698 7,325 2,144 25 states

MRP TURNOVER NET TURNOVER PROFIT AFTER TAX EMPLOYEES PRESENCE
(J in lakhs) (J in lakhs) (J in lakhs)
The K-quotient
is trending
India is a country driven by
its youth. A nation led by its
young and vibrant deserves
a brand that resonates
its character. KKCL’s
trendsetting, niche and bold
offerings symbolise the
youth of India, making us
one of the most popular and
preferred clothiers in the
country.
Our brand proposition is

essentially a multiple that
adds style, value, growth
and accessibility to fashion.
This multiple, or the
‘K-quotient’, is what sets us
apart and drives us.
We have a strong resolve

to democratise India’s
fashion scenario and are
characterised by a global
outlook with a homegrown
attitude. In everything we
do, we ensure that the
ultimate value offered by
the K-quotient is reflected
and delivered.
KEWAL KIRAN CLOTHING LIMITED
About KKCL
The world of style.

The world of KKCL.
Kewal Kiran Clothing Limited (KKCL) was founded in 1992 with the
goal of establishing a world-class house of fashion. Today, KKCL is
one of the largest branded apparel manufacturers in India.
We design, manufacture and market branded denim wear, in

addition to a wide range of semiformal and casual wear. A proud
owner of some iconic apparel brands in India, such as Killer, Easies,
LawmanPg3 and Integriti, KKCL is constantly innovating and
evolving to meet the sartorial requirements of individuals across all
age groups.
2
Corporate Overview 1-36 Statutory Reports 44-107 Financial Statements 114-238
Vision Mission
To be a world-class business We will become world-class business organisation by:
organisation which enables
• Driving excellence through its people, business partners and the
value, best services and
other stakeholders
enhancement of net worth for
all the stakeholders. • Focusing on consumer satisfaction and executing the customer-centric
business module
• Adopting international standards and best practices in every business operation
• Executing the business based on the following three core growth principles:
→→ Stability: We aim to maintain steadiness in performance, thereby enabling the
ability to withstand a temporary problem.
→→ Sustainability: We focus on diversity and productivity in all operations of the
business which leads to minimum impact of adverse business environment on
the Company’s business operations.
→→ Scalability: Our focus is to build systems and process in such a manner that
enables the Company to accommodate future business growth.
Values
Ethos Passion and

We run the business within our Seamlessness
set frameworks of operating long-term vision We work together across functional,
principles which exhibit morality We strive hard with passion and geographical and hierarchical levels to
and rightness. Ethical practices pain to meet and set the industry’s achieve our business objectives. We
are the base of our business benchmarks in all systems and exhibit openness, teamwork, shared
operations. processes and thereby to give responsibilities, and collaborative
a delightful experience to our approach in our day-to-day functioning.
stakeholders. Our aim is to cultivate
the culture where every stakeholder
shall have a long term vision and all
shall work in cohesive team to achieve
our shared long term vision.
Respect and humility

Every stakeholder including employees, Generous thoughts
vendors, business partners is treated We are accountable towards
with great respect and humbleness and stakeholders and society. We are liberal
admits what they do not know, actively in giving back to the stakeholders to
listen to idea/suggestion from people at whom we are always committed. We
all levels. Let their work speak instead work with them for the upliftment of
of talking about it. society.
Annual Report 2017-18 3

Our Footprint
An indomitable
brand presence
318 209 25
STORES CITIES AND TOWNS STATES PRESENCE
KKCL has a strong sales and distribution network

diversified across the nation, spanning over 209
cities and towns. The Company has also established
its presence through more than 318 stores and
through leading ecommerce platforms. Moreover, the
Company has forayed into international markets, with
a robust consumer base in Asia, Middle East and the
Commonwealth of Independent States (CIS).
4
Manufacturing Locations
Mumbai (Maharashtra)
Vapi (Gujarat)
Daman
1
Number of stores within the
state
2
1
1
3
1
10 53 11
1
70
1
15
15 17 12
14 Odisha
43
23
2 6
4
1

Our Product Portfolio
Exquisite styles,
reimagined
KKCL caters to the continuously evolving demands of
the youth of today through its plethora of apparel and
accessories. The brand offers a wide range of comfortable
and superior-quality clothing and chic accessories, tailor-
made for a diverse consumer category. Our branded lifestyle
products, ranging from daily casual wear to party and office
wear, are made available at affordable price points, affirming
our strong market position.
Our product categories

Denim Shirts Trousers
6
T-Shirts Shoes
Eyewear Watches
Wallets and Belts Deodorants

Our Brands
Home-grown labels,
Out-of-the-world value
KKCL carved a niche for itself by creating an arena for

its popular homegrown brands. This unconventional
step has propelled the Company’s success, making it a
nationally and globally recognised name in the branded
apparel industry.
Iconic brands from KKCL
Killer
Killer, the flagship brand
of KKCL, imbibes in it the
imagination of today’s youth
with its international feel and
a unique style quotient. The
brand represents the rebellious
nature of today’s youth through
its innovative jeans designs and
trendsetting denim collection.
LawmanPg3
LawmanPg3 is the modish brand
of KKCL that is marked with a
rich glamour quotient. The brand
specialises in trendy denim and
party wear for the very young to
the ageing adult.
8
Integriti
The Integriti brand represents
the energetic youthful spirit. Its
style and affordable pricing have
made the brand a preferred
choice of youth. The brand
ensures a complete package of
fine-quality casual, semiformal
and formal wear.
Easies
Easies is changing the face of
corporate fashion in India through its
range of semiformal menswear made
of high-end quality fabric. Jeans,
trousers, chinos, T-shirts, shirts and
jackets manufactured under this
brand are trendy and comfortable.
Addictions
Addictions, the accessories wing
of KKCL, makes lifestyle products
such as deodorants, watches,
wallets, belts and inner wear.
This segment of the business has
attracted a large audience in terms
of its varied stylish offerings.
K-Lounge
K-Lounge stores showcase
apparel and other accessories
from KKCL’s brand stable. It is
a one-stop-shop solution for
fashion-concious consumers.

Marketing Campaigns
Partnering and
featuring with the best
To further our brand recognition and brand

presence, we have partnered and featured with
leading media platforms such as Bollywood
movies, renowned magazines and large-scale
event sponsorships.
KKCL in media
LawmanPg3
• LawmanPg3 was the Star Partner for the movie • The Exhibit magazine cover of 2017 showcased Rana
‘Munna Michael’ starring Tiger Shroff. Daggubatti sporting LawmanPg3 attire.
• The CineBlitz Magazine featured the brand • LawmanPg3 was the title sponsor for the premier event –
name on its cover of the 2017 issue. The cover Holi Reloaded 2017 – organised in Mumbai.
presented Bollywood stars Kriti Sanon and
• LawmanPg3 was an official sponsor of the Gujarat Lions
Siddharth Malhotra posing in LawmanPg3
cricket team in the Indian Premier League (IPL) season for
outfits.
two consecutive years in 2016 and 2017.
10
Killer Integriti
• KKCL is the franchise owner of the team ‘Goa • The ‘Reckless’ collection was launched by Integriti in
Killer’ in Box Cricket League (BCL), where Bhubaneswar at the Fashion Runway, a fashion show.
celebrities compete in an indoor cricket game.
• Integriti inaugurated Integriti Dance Music (IDM) with
• Killer was the presenting sponsor of BCL Diego Miranda at the Bits Pilani Goa EDM Fest.
Season 3, which was telecast on the television
• Integriti and IDM together organised the world’s biggest
channel MTV.
guest list festival – Guestlist4good, an event with DJ
Hardwell and his United We Are Foundation.

From the Chairman’s Desk
A year of sustained
performance
During the year, the

Company achieved
total revenue of
` 483.01 crores and
Profit after Tax (PAT) of
` 73.25 crores on a
consolidated basis.
12
KKCL, with its strong brands, robust

infrastructure, well-entrenched
distribution and a culture of innovation,
is geared to exceed the demands
and aspirations of modern,
fashion-conscious consumers.
Dear Shareholders,
I take pleasure in presenting to you the 27th Annual Report performance and the Company was able to successfully
of the Company for the financial year ended 31st March 2018. maintain its revenues, profitability and cash flows due to its
During the year, the Company achieved total revenue of inherent strengths built over more than two decades. KKCL
` 483.01 crores and Profit after Tax (PAT) of ` 73.25 crores is in a strong position and has nurtured all its stakeholders
on a consolidated basis. The Company has continued to to create a conducive ecosystem that is resilient to volatile
maintain a healthy payout with a total dividend of ` 33 per market conditions and primed for growth as the macro factors
share (including interim and final dividends). The sustained turn favourable. While inflation sensitivity remains high,
business and profitability was an outcome of the Company’s with rising crude oil prices and a declining rupee stoking
strategy to pursue profitable growth. As you are aware, higher interest rates, the Government has taken measures
the country witnessed two large economic events of for augmenting rural and farmer incomes with the objective
demonetisation and introduction of the GST within a span of broad-basing the development spectrum. The branded
of nine months. Both Government initiatives were targeted apparel sector is well-positioned to benefit from the structural
towards greater formalisation of the Indian economy and changes and the favourable demographics of our country.
increasing the level of transparency and compliance in KKCL, with its strong brands, robust infrastructure, well-
economic transactions in the country. While the organised entrenched distribution and a culture of innovation, is geared
sector will stand to gain in the long-term with these structural to exceed the demands and aspirations of modern, fashion-
reforms, measures of this magnitude led to short-term conscious consumers.
disruption, especially in trade, as they are most susceptible
The Company remains committed to its growth strategy and
to liquidity flows. The branded apparel sector was severely
thanks all its stakeholders for their continued support and
impacted as weakened consumer sentiment and disrupted
looks forward to a rewarding journey ahead.
supply chain led to the liquidation of inventory.
With best wishes,
As has now become an industry practice, several players
resorted to aggressive discounting and promotions and early
commencement of end-of-season sales. The Company has Kewalchand P. Jain
always guarded against over exposure in such turbulent times
Chairman and Managing Director
and maintained a tight discipline in managing and pushing
inventory through various channels. FY 2017-18 was a year
of consolidating and sustaining the business and financial

Key Performance Indicators
Continued performance.
Consistent results.
Maximum Retail Price Turnover (J in lakhs)

2017-18
2016-17 100,265
107,574
2015-16 88,303
2014-15 77,260
2013-14 68,579
Revenue (J in lakhs)
2017-18
2016-17
46,192
47,709
2015-16 46,430
2014-15 41,630
2013-14 37,839
EBITDA (J in lakhs)
2017-18
2016-17
9,822
9,884
2015-16 10,402
2014-15 9,651
2013-14 9,340
Net Profit (Before Tax) (J in lakhs)

2017-18
2016-17
10,856
10,828
2015-16 10,353
2014-15 9,809
2013-14 9,712
Net Profit (After Tax) (J in lakhs)

2017-18
2016-17
7,325
7,459
2015-16 6,795
2014-15 6,625
2013-14 6,702
14
Net Worth (J in lakhs)

2017-18
2016-17 37,451
39,966
2015-16 29,874
2014-15 31,981
2013-14 29,060
Return on Capital Employed (%)

2017-18
2016-17
21.42
21.81
2015-16 32.33
2014-15 31.80
2013-14 35.09
Dividend Per Share (J)

2017-18
2016-17 19.00
31.50*
2015-16 60.00
2014-15 25.00
2013-14 21.00
* On payment basis
Earnings Per Share (J)

2017-18
2016-17
59.43
60.52
2015-16 55.13
2014-15 53.75
2013-14 54.38

Opportunities and Competitive Advantages
What sets us apart
Opportunities
At KKCL, we are well-prepared to make the best of the
available opportunities, by catering to both the visible and
latent needs of consumers. With our clear proposition of value
combined with the motto of creating a stylish nation, we are
ready to take on the opportunities.
An economy with Indian fashion industry

a burgeoning at an inflection point
consumption rate
In India, the fashion industry is at a
More than 60% of India’s GDP is
major inflection point and is expected
a contribution of the consumption
to exponentially grow as India’s
sector*. Nearly half of this is attributed
per capita GDP crosses the $2,000
to retail. The growth of organised retail
mark*. This is enabled by rising
is stronger than ever in the country, and
disposable incomes, democratisation
fashion brands like KKCL champion this
of technology, improved brand
growth.
penetration and an aspirational target
* Source: IBEF audience.
* Source: UNESCO, CLSA Report
Increased traction of The value-seeking

organised fashion retail proposition
Recent years have seen Tier-II and Tier-III As a market, India is predominantly
Indian cities welcoming significant brand value-seeking. This requires unique
penetration and traction. The rising business models like that of KKCL’s
number of young population and affluence to cater to the population, while
of the middle-class is believed to be a core sustaining profits.
driver of this transformative shift towards
branded fashion labels.
16
Competitive Advantages
Diversified portfolio Established

distribution channels
We have been designing and
manufacturing fashion apparel for
Our strength is our strong and wide
people from across the nation. Our
network of distribution channels,
diverse range of products from denims
dedicated sales force and established
to t-shirts to accessories are designed
presence across retail and online
as per international standards with a
stores. We have grown over the years
local flavour. With iconic brands like
and today are present in over 318
Killer, Integriti, Lawman Pg3 and Easies,
K-Lounge/Exclusive Brand stores,
we have the advantage of catering to
along with being available at all leading
both the masses as well as the high-
online portals, multi-brand outlets and
street categories.
national chain stores. These channels
have not only attracted customers,
but also helped KKCL keep abreast of
changing requirements.
Distinctive quality Tech-led

manufacturing
Our apparels are made of superior
fabric quality. We are committed to
capabilities
providing a great fashion experience
to each of our consumers and do We use state-of-the-art technology
not compromise on quality. All KKCL in manufacturing denims and all
manufacturing facilities are certified other garments and accessories. Our
ISO 9000:2008 and the Vapi facility is units are equipped with advanced
additionally certified ISO 14001: 2004. machinery, helping us offer the best
products to our customers.
Experienced management team

Our success is largely attributed to the experience and expertise of our leadership
team. It is under their guidance and stewardship that the Company has grown to
become one of the leading fashion apparel houses in the country.

KKCL
CORPORATE
OFFICE
AT MUMBAI
8
2
3
6
4
7 5
1
1 KKCL CHO
2 TEMPLE
3 KILLER STUDIO
4 EASIES STUDIO
5 ACCESSORIES DIVISION
6 LAWMAN & INTEGRITI STUDIO
7 UNDER DEVELOPMENT
8 K-LOUNGE OUTLET
AERIAL VIEW OF SITE INSIDE
The Quotient of STYLE
We at KKCL are ardent believers in KKCL has thus proved to be a disruptive

style. Style that is contemporary, but player in the Indian fashion industry,
timeless. Style that is exclusive in catapulted by our extraordinary style
design, but available to the aspiring. quotient.
Style is a signature that people carry with Today, KKCL is one of India’s
them. At KKCL, it is our aim to compliment favourite fashion destinations.
individual personalities with our style- We appeal to all categories of
based offerings. We have brought the most customers to fulfil their style
discernible denims to the aspiring masses, requirements at a price range
from the youth to the elderly. Crafted to affordable to them. While we are
compete with international styles, our product cognisant of the ever-changing
range demonstrates quality and appeal fabric of fashion, our trend
across categories. This has been achieved of offering quality products at a
through our intensive efforts and an undying value-based price point is always
passion. trending.
Leveraging on the success of our denim

range that was highly welcomed by our
audience, we have introduced a plethora of
accessories and casuals.

The Quotient of VALUE
Over the years, KKCL has grown Our growing customer base is a clear
to be synonymous with affordable validation of our operating and marketing
style. Our trendsetting offerings model. We embrace technology in our
come at a price affordable to operations along with efficient processes to
every pocket, thereby becoming a manufacture and market quality apparel and
favourite among the masses. accessories at resonable price points. Value
thus remains and will remain a part of our
Since inception, our value proposition has core offering.
been consistent. We aspire to offer great
fashion at an economical price range. We We at KKCL move in tandem with a
have recognised the pulse of our audience value-seeking consumer group and
in a highly price-conscious economy. To are growing with our exceptional
this end, we have been addressing multiple value quotient.
segments with the same principle of
affordability.
24

26
The Quotient of GROWTH
Growth is a multifaceted metric. For In our journey, we have achieved several

us at KKCL, growth manifests not milestones, including an oversubscribed
only in topline expansion, but also stock exchange listing, introduction of
in increased footfall, a burgeoning legendary brands and several accolades.
customer base and strengthening Above all, we have been rewarded with
customer loyalty. exceptional customer confidence and loyalty.
Since its inception in 1992 and the All through our journey of achieving
subsequent introduction of renowned brands, an excellent growth quotient, we
KKCL has grown to be an end-to-end solution have stood with our customers and
for fashion. Our growth through the years their aspirations.
was guided by our core, RIGHT values –
Resilience, Integrity, Growth, Hard work and
Trust. Today, KKCL registers a revenue of
~ ` 460 crores, with an operating profit of
~` 98 crores with a healthy cash balance.

The Quotient of COMPETENCY
We believe that exquisite styles Our manufacturing facilities hold capabilities

can be created only with excellent to churn out world-class design using state-
infrastructure. Staying true to of-the-art technology. With a total annual
this belief and with our relentless capacity of ~6.5 million units, each facility is
efforts at KKCL, our state-of-the-art a house of innovation and a complementing
infrastructure has become one of factor to the styles we produce and market.
our core competencies. We are assisted by international professionals
to lead our research and technology wing.
Our success thrives on this front- and back- We also strive to make sure that we function
end infrastructure, which consists of our office in a sustainable manner, adopting a triple-
space, design studios, production facilities, digit bottom-line approach.
supply chain and our well-planned stores, all
connected by digitally-enabled processes. It With such well-integrated
is this infrastructure that aids our expansive infrastructure, KKCL’s quotient of
presence in 25 states of India. competency drives its continued
market success.
28

Board of Directors
Kewalchand P. Jain Hemant P. Jain

Chairman and Managing Director Whole-time Director
• A keen student of finance and a hands-on manager • Played a pivotal role in launching Killer and Easies brands
• Introduced the branded apparel segment of KKCL • Spearheads Killer and Easies brands
• Spearheads the finance function and is responsible for the • Contributes to the retail business of the Company
overall management of the Company’s affairs
• Trustee of Jatnobai Karmchandji Ratanparia Chauhan
• Trustee of Jatnobai Karmchandji Ratanparia Chauhan Charitable Trust
Charitable Trust
Dinesh P. Jain Vikas P. Jain

Whole-time Director Whole-time Director
• Heads the manufacturing operations of the Company • Spearheads the LawmanPg3 and Integriti brands
• Specialises in production, human resources (HR) and • Supervises the lifestyle accessories business under the
industrial relations (IR)-related issues brand ‘Addictions’
• Ensures optimum utilisation of the Company’s production • Contributes to the retail business of the Company through
facilities, its manpower and overall development (Dadar, extensive research for new technologies in garment
Goregaon, Daman and Vapi) manufacturing
• Trustee of Jatnobai Karmchandji Ratanparia Chauhan • Trustee of Jatnobai Karmchandji Ratanparia Chauhan
Charitable Trust Charitable Trust
30
Prakash A. Mody Nimish G. Pandya

Independent Director Independent Director
• Doctorate (Ph.D) in Organic Chemistry from the University of • An eminent lawyer and a founding partner at Pandya Juris
Mumbai LLP, International Lawyers & Tax Consultants and proprietor at
Pandya and Co., Advocates and Notary
• Pursued Marketing Management from Jamnalal Bajaj
Institute of Management Studies, University of Mumbai • Member of the Bar Council of Maharashtra and was appointed
as Notary Public by the Government of Maharashtra in 1993
• A graduate alumnus of the Harvard Business School, having
undergone the Owner Presidents’ Management Programme • Specalises in Mergers and Acquisitions, Litigation and
Arbitration, Trusts and Charities, Corporate, Commercial
• Chairman and Managing Director of Unichem Laboratories
and Financial Planning and Execution, including Transaction
Limited
Support and Contracts, Intellectual Property, Technology,
• Rich experience in marketing, research and production Media and Communications, Competition and Trade,
Conveyance and Real Estates and Family and Personal Law
• Member of National Committee on Drugs & Pharmaceuticals
of the Confederation of Indian Industry (CII) • Trustee of Shree Satya Sai Trust, Maharashtra
• All-India President of Shree Satya Sai Seva Organisation
CA Yogesh A. Thar CA Drushti R. Desai

Independent Director Independent Director
• Member of the Institute of Chartered Accountants of India • Member of the Institute of Chartered Accountants of India
(ICAI) (ICAI)
• Senior Partner in Bansi S. Mehta & Co., a renowned • Partner in Bansi S. Mehta & Co., a renowned Chartered
Chartered Accountancy firm in Mumbai Accountancy firm in Mumbai
• Over 30 years of experience in Business Mergers, • Over 19 years of experience in Valuation of Shares,
Acquisitions and Restructuring, Business Valuations, Businesses and Intangibles and Advisory Services on
Corporate Taxation and Taxation of Non-resident Citizens schemes relating to Mergers, Acquisitions, Spin-offs
and Foreign Companies and other forms of Corporate Restructuring and Family
Settlements, Financial and Management Advice and
• Member of the Direct Tax Committee of the Chamber of
Corporate and Individual Taxation (income tax, wealth tax
Tax Consultants
and gift tax)

People Initiatives
The wind beneath

our wings
Kewal Kiran Clothing Limited (KKCL) is an

organisation that grows with its employees
The rapidly changing business dynamics calls for HR BUSINESS PARTNERING
maintaining the competitive edge over competitors. The In the volatile market scenario, the integration of HR the
corporate human resource team ensures achievement of function with business is the need of the hour to ensure that
the competitive advantage through our most critical and “HR acts as an active Business Partner.”
important asset – The Human Resources.
We have reengineered and embedded our HR Processes
In today’s YUVA world, it has become imperative for the in such a way that HR always remains actively involved in
company to attract, develop and retain these “Y” & “Z” business performance reviews and provides strategic inputs
generation employees to ensure a stable pipeline of to the business decision-makers.
Company’s talent pool for the future.
One of the key focus areas for the year was to optimise
Accordingly, our HR mission can be characterised by:- the cost and enhance employee productivity. There has
been significant work done in the areas of productivity and
To assist our employees in understanding their potential
cost optimisation through experiments with various OD
and accordingly develop themselves
interventions and manpower restructuring initiatives.
To build the right culture and capabilities to enable us to
delight our customers CRAFTING PERFORMANCE-DRIVEN CULTURE
We strongly believe that people growth drives business
Move from HR as a support function to enabling function
growth. We have commenced the process of talent
which can drive the growth of the Company
management with an aim to identify and develop High
Potential and High Performing employees.
Our performance management system is tailormade and
designed to achieve holistic employee development through
performance differentiation and effective evaluation.
We emphasise on ensuring that our each and every
employee is aware about what is expected from them
by the management, which creates an ownership and
entrepreneurial approach to perform any assigned role more
effectively.
We appreciate and recognise our employees for their best
efforts and excellent performance achievements. This year
on the eve of Retail Employees Day ( RED) celebrated on
12th December 2017 we have felicitated high-performing
frontend team members of National Chain Store format
stores throughout India.
Retail Employee Day Celebration
32
Customer Sales Associates training session
NURTURING HUMAN CAPITAL EMPLOYEE HAPPINESS QUOTIENT

Learning and development are the cornerstones of the Celebrations have been a pivotal focus of the Company
Company’s human capital initiatives. The Company provides wherein we never miss any opportunity of enjoying the
a number of opportunities to its employees to build and festivals and special days with employees. We organise fun-
upgrade their skillsets. centric activities and contests on various occasions such as
Diwali, Dussehra, X-mas, Rakshabandhan, Women’s Day etc.
The Company emphasises on ‘Knowledge’ as a key
to boost employee morale and enhance bonding between
differentiator, wherein we undertake continuous efforts
cross-functional teams.
for creating an environment of continuous learning which
equips employees with knowledge and skills aligned to the Physical health and fitness are important elements of
Company’s strategic objectives and business goals. employee well-being and to facilitate this, the Company
arranged several programmes to make the employees
Our learning and development initiatives are also extended
conscious about their health and physical fitness by
to the contractual staff.
Women’s Day Celebration Traditional Day Celebration

conducting Eye Check Up and Body Mass Index

(BMI) camps across all operating locations.
Protection of employees from employment injury
is a major consistent objective. We ensure safe
and secure workplace for employees by adhering
to safety protection norms and compulsory usage
of Personal Protection Equipment (PPE) by all
workers. We adopt certified green chemicals,
latest blue technology and energy conservation
initiatives to be one of the best environment-
friendly organisations.
We proudly say that our office environment is free
from harassment of any nature. We undertake
several measures for creating awareness through
POSH and other training programmes to educate
employees, managers and ICC officer bearers.
We practice a zero-tolerance approach towards
issues concerning discrimination on the grounds
of race, religion, gender, age, sex or any disability.
Health check-up Camp
POSH training program
34
Achievements
A track record of
stellar accomplishments
Kewal Kiran Clothing Limited (KKCL) was

honoured with the Golden Shield Award
by the Institute of Chartered Accountants
of India (ICAI) for Excellence in Financial
Reporting for FY 2016-17.
The Vapi Manufacturing Unit of the Company won gold awards

in ‘FAME Excellence Award 2017’ and ‘Grow Care’ India’s
Environment Award 2017’.

Corporate Information
Board of Directors Internal Auditors Factories
Mr. Kewalchand P. Jain M/s. Mahajan & Aibara LLP Vapi

Chairman & Managing Director Chartered Accountants, Mumbai Plot No. 787/1/2A/3, 40, shed
IInd Phase, G.I.D.C
Mr. Hemant P. Jain Vapi: 396 195
Whole-time Director Gujarat
Concurrent Auditors
Mr. Dinesh P. Jain Daman
Whole-time Director M/s. Bhandarkar & Kale 697/3/5/5A/13, Near Maharani Estate,
Chartered Accountants, Mumbai Somnath Road, Dhabel
Mr. Vikas P. Jain Daman - 396 210
Whole-time Director
Mumbai
Dr. Prakash A. Mody Synthofine Estate,
Director Secretarial Auditors Opp Virwani Industrail Estate
Goregaon (East),
Mr. Nimish G. Pandya M/s. U. P. Jain & Co. Mumbai - 400 063
Director Company Secretaries, Mumbai
71-73, Kasturchand Mill Estate
CA Mr. Yogesh A. Thar Bhawani Shankar Road,
Director Dadar (West),
Legal Advisers Mumbai - 400 028
CA Ms. Drushti R. Desai
Director Pandya Juris LLP Windmill
International Lawyers & Tax Land Survey No.1119/P
Consulatants Village Kuchhadi
Taluka Porbunder
Chief Financial Officer Solomon and Co. District Porbunder
Solicitors and Advocates Gujarat
CA Mr. Bhavin D. Sheth
Bankers Website
Vice President – Legal & www.kewalkiran.com
Company Secretary Standard Chartered Bank
Mumbai
CS Mr. Abhijit B. Warange
Registered Office
Kewal Kiran Estate, 460/7,
Registrar & Transfer Agents I.B. Patel Road, Goregaon (East),
Mumbai - 400 063
Statutory Auditors
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Chartered Accountants, Mumbai West, Mumbai – 400 083
36
KKCL
FACTORY
AT VAPI
6
7
4 5
2
N
1 RAW GARMENTS AND

STITCHING UNIT
2 TEMPLE
3 CANTEEN
1 4 WAREHOUSING
5 DEVELOPMENT AND OFFICE
6 UTILITY ROOM
7 WASHING AND DRY

PROCESS UNIT
Management Discussion and Analysis
the consumer spending behaviour as well as

KEY PERFORMANCE INDICATORS:
businesses as they recalibrated to the changing

Total Revenue from Operations after Excise
economic environment. Towards the end of the
duty decreased marginally by 3.18% from
financial year, the Union Budget announced several
` 477.09 crores to ` 461.92 crores
initiatives targeted at improving rural incomes with
EBITDA was stable at ` 98.22 crores, while the increased emphasis on agriculture and farmers.
EBITDA margin was higher at 21.30% compared These measures are likely to improve the sentiment
to 20.7% in the previous year and economic activity in rural India and promote
overall development of the economy. However, the
Profit After Tax decreased from ` 74.59 crores
government spending will have to balance the twin
to ` 73.25 crores representing PAT margin of
objectives of promoting growth and maintaining
15.91%
fiscal discipline.
Other Income increased from ` 17.47 crores to
` 21.09 crores Industry
The Indian retail industry is considered to be an

Total dividend payout of ` 33.00 per share
attractive long-term growth opportunity due to
including interim dividends of ` 31.50 per share
several favourable factors like young population,
and final dividend of ` 1.50 per share
increased brand consciousness and rapid growth

The liquidity and cash position (Net of in organised retail across the country. Apparel is the
Borrowings) was strengthened during the year second largest category in retailing after food and
with ` 244.61 crores in current and non-trade grocery and within apparel, menswear is the largest
investments and cash and cash equivalents segment followed by women’s wear and kids
(net of borrowings) wear. Denim, active wear and t-shirts are showing
promising growth along with increased acceptance
ECONOMIC AND INDUSTRY OVERVIEW of smart casuals in corporate environment. Denim
Macroeconomy wear continues to be the first choice among youth
The financial year started against the backdrop for making a fashion statement. A large size of
of demonetisation and its lingering impact on the market remains in the unorganised sector
consumer spending as the cash position in the with fragmented share being taken by Indian and
economy started to improve and the disruption in global organised players. While the long-term
the supply chain and distribution channels slowly growth potential of this sector remains robust,
normalised. Just as the economy was recovering the short-term trend in the industry is driven
from the significant impact of demonetisation, the by macroeconomic factors affecting consumer
economy was faced with the gigantic overhaul of the sentiment and competition intensity in the industry.
indirect tax system with the implementation of the
Goods and Services Tax Act (GST) with effect from Demonetisation had a severe impact on the
July 1, 2017. The introduction of GST was one more branded apparel industry, as the economy was
step in the formalisation of the economy with strong cash starved and consumers had to give priority
impetus to increase transparency, compliance and to spending on essentials. Just as the sector was
governance of the indirect tax regime. While GST is regaining its momentum, the implementation of
likely to benefit the economy in the medium to long GST led to destocking of existing inventory and
term and encourage the shift from unorganised to several players resorted to distress selling with
organised sector, the shift to the new tax regime aggressive discounts and promotions to offload
resulted in short-term impact on businesses as stocks. Manufacturers had to share the burden
destocking of inventory led to reduced orders and of compensating the trade channel for the GST
disruption in supply chains as the economic chain impact. The government has attempted to make the
transitioned to the GST framework. The multiple GST transition as neutral as possible and avoiding
disturbances to the economy have impacted potential inflationary impact. In the case of branded
44
apparel, for products below the MRP of ` 1,000 the GST has
been fixed at 5% while products with MRP above ` 1,000 attract
a GST levy of 12%. For fabric manufacturers, the GST rate
introduced as the exemptions and abatement in Excise and
VAT have been withdrawn, but this has been compensated by
allowing entire input tax credit. This ensured that there was no
significant impact on pricing due to GST. The implementation of
GST is likely to benefit branded apparel players in the long run
as the large unorganised component of the industry enters the
formal and organised set up. For the branded apparel industry,
FY 2018 would be a year of sustaining business rather than
growth as the sector battled the disturbances to the economy
and a weak consumer sentiment. In such an environment,
the competitive scenario was heightened resulting in several
players (online and offline) resorting to high discounting. Such
continued practices have been detrimental to the growth of the
industry as it conditions consumer behaviour towards pricing
alone and disorients other factors like brand, design, quality
and shopping experience. While the potential for the sector
considering the demographic remains huge, the micro factors
and industry practices make this a challenging business that
Incentives) from operations of ` 461.92 crores, EBITDA of
has attractive growth opportunities but requires discipline,
` 98.22 crores and Profit After Tax of ` 73.25 crores.
patience and financial strength.
Brands
Overview
Growth for KKCL is driven by its strong brand portfolio. Every
The year FY 2018 has been a disruptive one for the branded
year the Company seeks to build and strengthen its various
apparel sector with weak consumer sentiment and economic
brands with unwavering focus and keeps them in line with
and market disruptions creating multiple headwinds for
consumer ideology and aspirations. Each of the brands
growth. Sustaining topline along with bottom-line itself was a
continued to contribute their respective share of revenues.
daunting task for the industry. Considering these challenges,
the Company achieved total revenue (Net of Discounts &
Killer – Killer has maintained its status as the flagship brand of
the Company with 53% share of total sales. The brand is well-
established and has a loyal following for its rebellious appeal
and fashion quotient. The Killer brand achieved growth with
EBITDA was stable at sales increasing from ` 239.73 to ` 244.40 crores.
` 98.22
LawmanPg3 – LawmanPg3 is the Company’s chic, iconic
brand that identifies with high fashion and glamour. The brand
crores, recorded sales of ` 75.89 crores in FY 2018, and contributed
to 17% of total sales.
while the EBITDA margin was Integriti – Integriti caters to the sophisticated, modern
higher at 21.30% as compared to consumer seeking high-quality casual wear, semiformal
and formal wear and provides a solid, sincere and trusted
20.7% in the previous year value proposition. Integriti is the second-largest brand in the
Company and achieved sales of ` 95.10 crores and contributed
to 21% to the total sales.

Trousers – The Trousers segment achieved sales of ` 27.08

crores and constituted 6% of total sales compared to ` 31.90
crores in the previous year.
Shirts – Shirts maintained their contribution of 17% to total

sales during the year. Sales stood at ` 77.82 crores compared
to ` 80.64 crores in previous year.
T-Shirts – T-Shirts sales dipped marginally by around 2% with

sales of ` 20.84 crores compared to ` 21.27 crores in previous
year and represented 5% of total sales.
Other products – Sales of other products that include jackets,

shorts and accessories were ` 32.36 crores and contributed
7% of total sales.
Product-wise Breakup of Sales: (%)
65 17 6 5 7
Easies – Easies is a daily casual and semiformal wear brand
2018
that includes products ranging from jeans, trousers, chinos,
capris, shirts and jackets. The brand embodies the cool and
comfort factor. Easies achieved sales growth of 5% with sales
increasing from ` 17.47 to ` 20.18 crores. 64 17 7 5 7
2017
Addictions – Addictions is the umbrella under which the

Company provides a range of lifestyle and fashion accessories
like deodorants, watches, wallets, belts, inner wear, etc. The
Jeans Shirts Trousers T-Shirts Others
Addictions business clocked sales of ` 21.41 crores in FY 2018.
Brand-wise Breakup of Sales: (%)

SALES AND DISTRIBUTION CHANNELS
53 17 21 4 5 From an early period the Company has focussed on multiple
distribution channels and has developed a robust distribution
2018
model to ensure customers have easy access and reach

across India as well as in the overseas market. The Company
has presence in [25] states and more than [209] towns and
50 18 23 4 5 cities in India.
2017
Multi-Brand Outlets (MBOs) – MBOs are the primary mode of

distribution. It helps understand the characteristics of different
regions so that they can be factored in to ensure consumers
Killer Lawman Integriti Easies Other Brand
are offered the right product mix. MBOs contributed to 51% of
the total sales of the Company and stood at ` 232.45 crores as
compared to ` 245.32 crores in the previous year.
PRODUCTS
The Company has a wide range of products that encompasses
K-Lounges and Exclusive Brand Outlets (EBOs) – EBOs are
bottom wear including jeans, trousers, capris, shorts; top
dedicated stores for the respective brands and K-Lounge
wear including shirts, t-shirts, jackets, pullovers and range of
outlets are the umbrella stores that offers all brands under one
accessories to complement the wardrobe.
roof. The stores provide visibility and a complete shopping
experience. This is the second-largest sales channel with sales
Jeans – KKCL has a deep understanding of the youth mindset
of ` 95.79 crores and contributing to 21% of total sales.
and has been a pioneer in the Indian denim wear space.
Keeping with its legacy, the jeans segment continues to
National Chain Stores (NCSs) – National Chain Stores consist
dominate the product basket and sales during the year stood
of leading departmental stores that provide consumers with
at ` 298.88 crores. The category contributed to 65% of the
multiple brand options in large retail format. This channel
total sales.
46
achieved sales of ` 61.00 crores compared to ` 72.00 crores Sales from the eastern region constituted 40% of domestic
in the previous year and its contribution to sales was 13%. sales and registered a growth of 9% from ` 161.57 crores to
` 175.86 crores. The western region was the second-largest
E-Commerce – E-commerce has emerged as an effective contributor with sales clocking ` 88.04 crores in FY 2018
channel to increase touchpoints and reach out to wider areas and constituted 20% of domestic sales. The northern and
across the country. The use of this channel is aligned with southern regions each accounted for a share of 16% and 17% of
the Company’s strategy towards gaining brand visibility and domestic sales. The central region sales were at ` 28.78 crores
distribution. E-commerce sales stood at ` 13.75 crores and representing 7% of domestic sales. Sales from the overseas
accounted for 3% of total sales. markets grew at 12% and stood at ` 22.71 crores as compared
to ` 20.37 crores in FY 2017.
Overseas – The overseas channel accounted for 5% of total
sales. Region-wise Breakup of Sales: (%)
Factory outlets – Sales through the Company’s factory outlets 40 20 17 16 7

grew by 63% from ` 19.15 crores to ` 31.28 crores representing
2018
7% of total sales.
Channel-wise Breakup of Sales: (%) 36 23 19 16 6
2017
51 21 13 7 3 5
2018
East West South North Central
50 21 18 4 3 4
RESULTS OF OPERATIONS
2017
Total Revenue
In view of the challenging business environment due to the lag
MBO Retail Natianal Chain Stares Factory Outlet effect of demonetisation and the rollout of GST, the Company
e-Commerce Overseas achieved total revenue from operations (Net of Discounts &
Incentives) of ` 461.91 crores compared to ` 477.09 crores
in the previous year. Apparel sales decreased by 3.18% to
EBO STORE ROLE-OUT: ` 435.58 crores. Apparel sales volumes were relatively stable
During the year, the Company opened 39 new stores and at 46.21 lakhs units compared to 46.64 lakhs units in the
closed/relocated 52 existing ones taking the total operational previous year. Sales realisation per unit decreased marginally
stores count to 318. Of these, 193 are K-Lounge stores, 124 are by 2.49% from ` 967 per unit to ` 943 per unit.
brand-specific EBOs and one is a factory outlet. Most of the
stores are franchisee-owned franchisee-operated stores. 25
new stores were work-in-process as on March 31, 2018, taking
the total store count to 343.
Store Type Number of stores

K-Lounge 193
Killer EBO 79
LawmanPg3 EBO 11
Integriti EBO 32
LawmanPg3 + Integriti EBO 2
Factory Outlet 1
Total 318
REGIONS
Over the years, the Company has established a pan-India
presence across Metros, Tier I, II and III cities as well as in
international markets.

profitable growth continued with profitability being maintained

despite lower sales and a challenging business environment.
The Business Progressive Profit before Tax (PBT): The PBT of the Company was slightly
Fund was maintained at higher at ` 108.55 crores compared to ` 108.28 crores in the
` 35
previous year and PBT Margin stood at 23.50% compared to
22.70%. The PBT was higher despite increase in depreciation
and finance costs as other income compensated for the
crores. The objective increased expenses.
of this fund is to maintain normal Profit after Tax (PAT): The Net Profit of the Company remained
stable at ` 73.25 crores as compared to ` 74.59 crores in
growth in sluggish market previous year. Net Profit Margin for FY 2018 stood at 15.85%
against 15.63% in the previous year.
conditions and support superior
growth for long-term. Earnings per Share: The EPS of the Company stood at ` 59.43
per share compared to ` 60.52 per share in the previous year.
Financial Position and Cash flows: The Company has

strengthened its financial and liquidity position with
investments and cash and cash equivalents (net of
borrowings) aggregating to ` 244.61 crores compared to `
Costs 231.06 crores in the previous financial year, an increase of
Cost of Goods Sold: The Company’s primary focus on cost 9.7%. This was achieved through the continued ability of the
efficiencies enabled it to decrease the cost of goods sold from Company to maintain the working capital cycle. The Debtors
` 201.96 crores to ` 193.49 crores. As a percentage of total Turnover ratio was at 84 days compared to 82 days, Inventory
revenues from operations, cost of goods sold is 41.89% of total Turnover ratio was at 41 days compared to 39 days and
Revenue. Creditors Turnover ratio was 46 days compared to 45 days
in the previous financial year. The current ratio stood at 2.11.
Personnel cost: The Company continued to invest in its The Company distributed ` 31.50 per share through interim
human capital and personnel costs increased from ` 59.21 dividends and a final dividend of ` 1.50 per share aggregating
crores to ` 65.07 crores. As a percentage of total revenues to total dividend of ` 33.00 per share for FY 2018.
from operations, Personnel Cost is 14.09% of total Revenue.
Business Progressive Fund: The Business Progressive Fund
Manufacturing and operating expenses: Manufacturing was maintained at ` 35 crores. The objective of this fund is
expenses decreased from ` 47.77 crores to ` 45.35 crores in to maintain normal growth in sluggish market conditions and
FY 2018. These expenses stood at 9.82% of total revenues. support superior growth for long-term. The said fund shall be
for the purpose of launching and promoting new products,
Selling and distribution expenses: Selling and distribution advertisement campaigns, promotional schemes and initial
expenses stood at ` 27.47 crores compared to ` 29.19 crores support to master stockists and franchisees for development
in the previous year. Selling and distribution expenses were of retail business, reinforce existing channels of sales, etc.
stable at 5.95% of total revenue from operations.
Administrative and other expense: Administrative and other

expenses stood at ` 30.61 crores compared to ` 29.53 crores
in the previous year and constituted 6.63% of total revenue
from operations.
PROFITABILITY
EBITDA and EBITDA Margin: The Company achieved an
EBITDA of ` 98.22 crores and increased the EBITDA margin
from 20.72% to 21.28% despite a marginal decline in sales.
This was achieved due to strong focus on cost-efficiencies and
judicious spending. The focus of the Company on pursuing
48
CREDIT RATING
CRISIL has reaffirmed the Company’s debt rating as AA-/Stable
(High degree of Safety) which will enable superior credit terms
from the financial market and banks.
ADVERTISING AND BRANDING INITIATIVES

1) LawmanPg3 integrated its brand with two cine stars on
CineBlitz cover in 2017, namely Kriti Sanon and Siddharth
Malhotra. This endeavour generated great enthusiasm
amongst the users of the magazine and on Social Media
Channels.
2) LawmanPg3 integrated its brand with Rana Duggabatti on
the cover of Exhibit magazine in 2017 having him pose in
LawmanPg3 garments – Rana Duggabatti was all the rage with
his movie Bahubali doing great business at the Box Office.
3)
LawmanPg3 was the title sponsor of Holi Reloaded
2017, premier event hosted at Mumbai that is aimed at
youngsters to celebrate the festival of colour with some
engaging international music.
18) IDM presented international EDM artist Jack Eye Jones
4)
Integriti launched Reckless (a collection that is aimed powered by Integriti at IIT Patna.
at youth) on Fashion Runway, a fashion show held in
19) IDM presented EDM artist Nina Suerte Powered by Integriti
Bhubaneshwar.
at IIM Kozikode.
5)
LawmanPg3 was the Star Partner for Tiger Shroff’s
20)
IDM presented international EDM artist Carnivore and
film Munna Michael with in-film integration in the most
Base & Guns powered by Integriti at ICT, Mumbai.
prominent scene of the movie.
21)
KKCL is the franchise owner of ‘Goa Killer’, the most
6) KKCL participated in the Cars and Lifestyle Products Expo
entertaining team in the Box Cricket League, a TV
Big Boys Toys at MMRDA Mumbai.
Celebrity Cricket League.
7) LawmanPg3 was the Star Partner for the film Tera Intezaar
22) Killer was also the Presenting Sponsor of the entire Box
with in-film placement of LawmanPg3 products and visit of
Cricket League Season 3 show that was televised on the
the stars of the film to the Company’s Borivali store.
youth channel MTV for 7 Weeks and garnered fabulous
8) Integriti launched IDM (Integriti Dance Music) with Bits TRPs. The Box Cricket League consists of over 150 TV
Pillani Goa EDM Fest with Diego Miranda. celebrities actively participating in the cricket matches
and the traction for the brand Killer from the social media
9) Integriti & IDM Presented World’s Largest Guest List Event
handles of all these celebrities and that of the channel
‘Guestlist4good’ with world biggest DJ., DJ Hardwell.
MTV was enormous.
10) IDM presented International EDM artist Zyphyrtone at IIM
23) IDM hosted a Boat Party aboard Mumbai Maiden, a fresh
Lucknow powered by Integriti.
new concept, on a yatch parked in the middle of the Arabian
11) IDM presented EDM Night at the Great Orange Festival Sea close to the Worli Sealink with Techno Music event
Nagpur powered by Integriti. onboard, an experience of a lifetime for the young audience.
12) IDM presented International EDM artist Zaeden Powered 24) IDM presented international EDM artists Carnivore and
by Integriti at Mithibai College Mumbai. Regulo powered by Integriti at Amity University, Gwalior.
13) Timeout 72, the biggest multi-genre International artists 25) IDM presented international EDM artist Jack Eye Jones
Festival, was powered by Integriti with an exclusive IDM powered by Integriti at BITS Goa.
stage in Goa.
26) IDM presented international EDM artist Rave and Crave
14)
IDM presented international EDM artist Aron Chuppa, powered by Integriti at NIT Goa.
powered by Integriti at IIT Bhubaneshwar.
27)
IDM presented India’s biggest EDM artist Nucleya
15) IDM presented EDM artist Sartek powered by Integriti at powered by Integriti at VIT Mumbai.
IIT Varanasi.
28) IDM presented international EDM artist Zaeden powered
16)
IDM presented India’s biggest EDM artist Nucleya by Integriti at JMC Delhi.
Powered by Integriti at Belgaum.
29)
IDM presented international EDM artist Club Banditz
17)
IDM presented international EDM artist Diego Miranda powered by Integriti at NIT Raipur.
powered by Integriti at IIT Kharagpur.

30) IDM presented international EDM artist Aron Chupa and

Tony Junior powered by Integriti at BITS Hyderabad. The Company has strong brands
AWARDS
The Company was awarded the ‘GOLDEN SHIELD AWARD’ by
distinctly positioned to cater to
the Institute of Chartered Accountants of India for Excellence
in Financial Reporting for the financial year 2016-17.
various consumer segments and
The Vapi manufacturing unit of the Company won the Gold can deliver high-quality products
awards in ‘Grow Care India’s Environment Award 2017’ and
‘FAME Excellence Award 2017’. through its well-established
OUTLOOK nationwide network.
The consumer sentiment remained weak for a major portion
of the year and increased selling through frequent and high
discounts have become a regular factor for the industry.
The Company has sustained its performance in the midst
positioned to cater to various consumer segments and can
of two major disruptions during the last two financial years,
deliver high-quality products through its well-established
and despite headwinds, it has strengthened its business and
nationwide network.
financial position. The inflationary environment was stable
during this period and interest rates were on declining trend.
The potential hurdle to growth continues to be the disregard for
Going forward, the macroeconomic environment will continue
pricing discipline across industry players with sales growth being
to play a vital role with crude oil prices, rupee movement
pursued through aggressive promotions and price reductions
and interest rate trends impacting the revival of consumer
throughout the year. The continued practice eventually results
sentiment. The formalisation of the economy provides long-
in consumer behaviour orienting itself to such trends with
term advantages to organised players and the Company is
price parameters overlooking other product features. This has
well-poised to resume its growth trajectory as the opportunities
resulted in the inability of the industry to create the financial
unfold.
strength required to drive the next level of growth.
OPPORTUNITIES AND THREATS
RISKS AND CONCERNS
Rising incomes are a key factor for improvement in domestic
The biggest risk in recent times has been the impact of
demand in the branded apparel sector. The organised retail
macro events on consumer sentiments. Fashion wear is a
formats have developed at a fast pace and provide a strong
discretionary expenditure and in times of liquidity crisis the
platform for enhanced spends by consumers towards branded
impact on the consumer confidence has a protracted impact
products. With increased focus on rural development and farm
on discretionary spending. India has witnessed a strong
incomes, the rural economy is expected to provide a thrust to
recovery but with rising volatility in global markets, the risk of
renewed demand. The Company has strong brands distinctly
financial contagion can potentially undermine the consumer
sentiment which has revived.
Increasing competition can result in pricing pressure as other

players offer discounts and extend sale periods to drive
revenue growth. The Indian markets have attracted foreign
brands who spend heavily on advertisement and promotion
to establish their presence thereby increasing costs for the
Company to maintain its visibility in the market.
The branded apparel industry needs continuous product

innovation to track fashion trends and changes in consumer
preferences. The ability to create products in line with
changing trends at affordable price points is critical to
maintaining the brand pull and connect with the consumer.
With shifts in consumer tastes the Company may be left with
unsold inventory or mark down in value of stocks.
KKCL is uniquely placed in the sector with an integrated

business model that encompasses design, manufacturing and
sourcing, distribution and logistics and retailing. The Company
has an in-house team of designers that track national and
50
international trends to create innovative fashionable products

that customers would relate to. The Company has state-of-
the-art manufacturing facilities that ensure quality and timely
deliveries.
INTERNAL CONTROL SYSTEMS AND THEIR

ADEQUACY
Sound internal control systems are a prerequisite for
building and enhancing shareholder value in the long run.
The Company has a sound system of internal controls
commensurate with the size of the Company and the nature
of its business to ensure that all assets are safeguarded and
protected against loss from unauthorised use or disposition
and that transactions are authorised and recorded reported
correctly and adequately. The Company’s internal controls
are supplemented by internal audits, review by management
and documented policies, guidelines and procedures. The
internal control is designed to ensure that financial and other
records are reliable for preparing financial information and for
requirements for environment protection and conservation
maintaining accountability of assets.
and sustainable use of natural resources.
The key constituents of the internal control system are:
HUMAN RESOURCES
Establishment and review of business plans The performance of KKCL is driven by a highly motivated and
professional team of employees. KKCL is focussed on attracting,
Identification of key risks and opportunities
retaining and grooming the best talent available. Despite
Clear and well defined organisational structure and limits challenging conditions in the beginning of the financial year,
of financial authority the Company continued to invest in building competence in
the organisation through employee training and development
Continuous identification of area requiring strengthening
and compensation structure that rewards performance. The
of internal controls
Company has also taken steps to further strengthen employee
Operating procedures to ensure effectiveness of business morale by enhancing internal communication mechanism and
process aligning employees with the Company’s strategic vision and
initiatives to promote business excellence.

Systems of monitoring compliance with statutory
regulations
The Company continued to maintain excellent industrial
Well-defined principles and procedures for evaluation of relations with all its employees at manufacturing facilities.
new business proposals, capital expenditure Adequate safety and welfare measures are in place and we
will continue to improve them ongoing basis.
A robust management information system
A robust internal audit and review system As on March 31, 2018, the Company had 2,144 employees.
The Company has appointed an independent firm as Internal CAUTIONARY STATEMENT

Auditors and Concurrent Auditors to monitor the Internal This discussion contains certain forward-looking statements
Control systems and their implementation. within the meaning of applicable securities laws. Readers
are cautioned not to place undue reliance on these
The Audit Committee of the Board of Directors actively forward-looking statements, which reflects management’s
reviews the adequacy and effectiveness of internal controls analysis describing our objectives and expectations based
systems and suggests improvement for strengthening them. on certain information and assumptions. Our operations are
The Company has a strong Management Information System dependent on various internal and external factors within and
which is an integral part of the control mechanism. outside the control of the management.
ENVIRONMENT AND SAFETY We assume no responsibility in respect of forward-looking

The Company is committed to the need for environmentally statements herein which may undergo changes in future on
clean and safe operations. The Company’s policy requires the basis of subsequent developments, information or events.
the conduct of all operations in such manner so as to ensure Actual results may differ from those expressed or implied
safety of all concerned, compliance of statutory and industrial herein.

Directors’ Report
To the Members
Your Board of Directors are pleased to present the 27th Annual Report together with the Audited Accounts
of the Company for the year ended March 31, 2018.
FINANCIAL RESULTS (STANDALONE)

(Amount in lakhs)
Year Ended Year Ended
Sr. No. Particulars
March 31, 2018 March 31, 2017
1 Net Sales/Income from operations 46,191.77 47,709.48
2 Other Income 2,109.05 1,746.78
3 Total Expenditure 37,445.56 38,627.56
4 Profit (Before deducting any of the following) 11,930.92 11,631.55
a) Finance charges 498.31 327.18
b) Depreciation/Amortisation 577.35 475.67
c) Tax provision 3,530.00 3,369.67
5 Net profit for the Period 7,325.25 7,459.02
6 Other Comprehensive Income 84.28 22.58
7 Total of Comprehensive Income (Net of Tax) 7,409.53 7,436.44
i) Prior Period Expenses (Net of Tax) Nil Nil
ii) Closing Balance 26,325.70 23,087.43
8 Appropriation of profit 4,895.27 4,171.26
i) Bonus shares issued during the year Nil Nil
ii) Proposed Dividend (Including Dividend Tax) 222.88 222.51
iii) Transfer to General Reserve Nil 852.77
9 Dividend (in `) per ordinary share 33 19
10 Paid up Equity capital 1,232.50 1,232.50
11 Reserves except revaluation reserve 17,302.40 17,302.40
12 Surplus c/f 21,430.44 18,916.17
OVERALL PERFORMANCE AND STATE OF DIVIDEND

COMPANY’S AFFAIRS The total dividend for the year ended March 31,
The Company achieved total revenues of ` 483.01 2018 (including interim and final dividends) stood at
crores compared to ` 494.56 crores in the previous ` 33 per share as compared to ` 19 per share in the
year. The EBITDA was ` 98.22 crores compared to previous year.
` 98.84 crores and Profit After Tax stood at ` 73.25
crores resulting in an EPS of ` 59.43 per share. The Board of Directors had in their meeting held
The market conditions remained sluggish with the on April 25, 2017 declared the first interim dividend
lagged impact of demonetisation and disruption in of ` 7/- (70%) per equity share absorbing a sum
market due to roll out of GST. During the year the of `103,838,872/- including dividend distribution
Company focussed on consolidating and fortifying tax. The record date for the purpose of payment
the Company’s business presence and profitability. of interim dividend was May 8, 2017 and the said
All key brands of the Company showed resilience interim dividend was paid in May 2017.
and performed well despite uncertainty in the
market and soft consumer sentiment. The strategy The Board of Directors had in their meeting held
of the Company to pursue sustainable and profitable on October 14, 2017 declared the second interim
growth has enabled it to achieve revenues and dividend of ` 10/- (100%) per equity share absorbing
profits and enhancing its profitability margins. a sum of `148,341,245/- including dividend
52
distribution tax. The record date for the purpose of payment performance at micro level is showing signs of improvement,
of interim dividend was October 27, 2017 and the said interim the macro economy is facing headwinds in the form of rising
dividend was paid in November 2017. crude oil prices and weakening rupee potentially leading to
rising inflation and higher interest rates. The branded apparel
The Board of Directors had in their meeting held on January sector is closely linked to these factors as they have a direct
18, 2018 declared the third interim dividend of ` 9.5/- (95%) impact on consumer sentiment and spending behaviour.
per equity share absorbing a sum of `140,924,183/- including Against this, the roll out of GST and government measures
dividend distribution tax. The record date for the purpose of to revive the rural and agricultural economy are likely to
payment of interim dividend was January 31, 2018 and the said bolster economic growth going ahead. The Company is well
interim dividend was paid in February 2018. positioned to navigate through this period of cross winds and
steer ahead on its long term growth trajectory.
The Board of Directors had in their meeting held on
March 10, 2018 declared the fourth interim dividend of FINANCIAL STATEMENTS
` 5/- (50%) per equity share absorbing a sum of `74,170,623/- The Company has prepared the Consolidated Financial
including dividend distribution tax. The record date for the Statement in accordance with the applicable Accounting
purpose of payment of interim dividend was March 21, 2018 Standards. The audited consolidated financial statements
and the said interim dividend was paid in March 2018. together with the Auditor’s Report form part of the Annual
Report.
Your directors are pleased to recommend a final dividend of
`1.5/- (15%) per equity share of ` 10/- each for the year ended Pursuant to Section 129(3) of the Companies Act, 2013 a
March 31, 2018. statement containing the salient features of the financial
statements of the Joint Venture is attached to the Financial
The dividend once approved by the members in the ensuing Statements in Form AOC-1.
Annual General Meeting will be paid out of the profits of your
Company for the year and will sum up to a total of `22,287,727/- The Financial Statements of the Company, Consolidated
including dividend distribution tax. Financial Statements along with relevant documents and
separate audited accounts in respect of joint venture, are
In terms of Regulation 43A of SEBI (Listing Obligations and available on the website of the Company www.kewalkiran.com
Disclosure Requirements) Regulations, 2015 the Dividend
Distribution Policy is disclosed in the Corporate Governance
Report and on the Website of the Company.
TRANSFER TO RESERVES
During the year under review no amount was transferred to
the reserves.
MATERIAL CHANGES AND COMMITTMENT, IF ANY

There are no material changes and commitments, if any,
affecting the financial position of the Company which have
occurred between the end of the financial year of the Company
to which the financial statements relate and the date of the
report. There is no change in the nature of business of the
Company.
OUTLOOK
As per IMF’s World Economic Outlook Update, India’s GDP
growth rate has been forecast at 7.4% for 2018 and 7.8% for 2019
making India the fastest growing major economy. While the

SUBSIDIARIES AND JOINT VENTURE

White Knitwears Private Limited is a joint venture of the
Company. There were no other companies, which have
become or ceased to be its subsidiaries, joint ventures or
associate companies during the financial year 2017-18.
INVESTMENT IN WHITE KNITWEAR PRIVATE

LIMITED
The Company had invested in aggregate ` 34,550,000
(P.Y. ` 34,550,000) in Joint Venture ‘White Knitwear Private
Limited’ (WKPL). WKPL had acquired land in Surat Special
Economic Zone (SEZ) and constructed factory building
for setting up of manufacturing unit for production of
knitwear apparels for exports. However due to slowdown
in International market, SEZ could not take off and most of
the members of SEZ shelved their projects and approached
to Gujarat Industrial Development Corporation (GIDC) and
state and central government for de-notification of SEZ.
Gujarat Industrial Development Corporation vide its circular
No. GIDC/CIR/Distribution/Policy /13/05 dated 14.03.2015 has
DIRECTORS’ RESPONSIBILITY STATEMENT
de-notified the SEZ and conceded the members to convert
Pursuant to the requirement under Section 134(3)(c) read with
and use the erstwhile land in SEZ as Domestic Tariff Area
Section 134(5) of the Companies Act, 2013 with respect to
(DTA) subject to fulfillment of conditions stated therein. WKPL
Director’s Responsibility Statement, it is hereby confirmed that:
vide its letter dated 04.04.13 has consented for de-notification
of its plot of Land and undertaken to complete the formal (a) in the preparation of the annual accounts for the financial
procedure for the same. year ended March 31, 2018, the applicable accounting
standards had been followed along with proper
SIGNIFICANT AND MATERIAL ORDERS PASSED BY explanation relating to material departures;
THE REGULATORS OR COURTS OR TRIBUNALS, IF
(b) the directors have selected such accounting policies and
ANY.
applied them consistently and made judgements and
There are no significant material orders passed by the
estimates that are reasonable and prudent so as to give
Regulators or Courts or Tribunal which would impact the going
true and fair view of the state of affairs of the Company at
concern status of the Company and its future operation.
the end of the financial year and of the profit and loss of
the Company for that period;
CASH FLOW STATEMENT
In conformity with the provisions of Regulation 34(2)(c) of (c) the directors had taken proper and sufficient care for
SEBI (Listing Obligations and Disclosure Requirements) the maintenance of adequate accounting records in
Regulations, 2015, the Consolidated and Standalone Cash accordance with the provisions of the Companies Act,
Flow Statements for the year ended March 31, 2018 forms a 2013 for safeguarding the assets of the Company and for
part of this Annual Report. preventing and detecting fraud and other irregularities;
(d) the directors had prepared the accounts for the financial
year ended March 31, 2018 on a ‘going concern’ basis;
The total dividend for the (e) the directors had laid down internal financial controls to be
followed by the Company and that such internal financial
year ended March 31, 2018 controls are adequate and were operating effectively;
(including interim and final (f) the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
dividends) stood at and that such systems were adequate and operating
` 33
effectively.
COMPANY’S POLICY ON NOMINATION,

per share as
` 19
REMUNERATION AND BOARD EVALUATION
In terms of the applicable provision of the Companies Act,
2013 read with rules made thereunder and SEBI (Listing
compared to per share Obligations and Disclosure Requirements) Regulations, 2015,
the Board had approved the Nomination and Remuneration
in the previous year. Policy and Evaluation Policy as recommended by Nomination
and Remuneration committee, in the Board Meeting held
54
on October 10, 2014. The Nomination and Remuneration The evaluation of the Independent Directors was carried out
Committee has incorporated the criteria for determining by the entire Board and that of the Chairman and the Non-
qualifications, positive attribute and independence of Independent Directors were carried out by the Independent
Director in the Nomination and Remuneration and Evaluation Directors. The Directors were satisfied with the evaluation
Policy in terms of provision of Section 178(3) and Regulation results, which reflected the overall engagement of the Board
19 of SEBI (Listing Obligations and Disclosure Requirements) and its Committees with the Company.
Regulations, 2015.
DEPOSITS
The said policy envisages the criteria for selection and The Company has not accepted any public deposits within the
appointment of Board Members like determining qualification, meaning of Sections 73 and 74 of the Companies Act, 2013
positive attributes and independence of director, etc. It also read with Companies (Acceptance of Deposit) Rules, 2014
lays down the framework in relation to remuneration of during Financial Year 2017-18.
Directors, Key Managerial Personnel and Senior Management
of the Company. The detail of the remuneration policy of the AUDIT COMMITTEE
Company is given in the Corporate Governance report, which In accordance with Section 177 of the Companies Act, 2013
forms part of this Annual Report. The said policy also lays down and rules made thereunder and Regulation 18 of SEBI (Listing
the criterion for payment of remuneration to Non Executive Obligations and Disclosure Requirements) Regulations, 2015
Directors and the web-link of the same is http://kewalkiran. as on March 31, 2018 the Audit Committee consisted of three
com/wp-content/uploads/2016/news/criteria-for-payment-to- Non-Executive Independent Directors of the Company viz.
non-executive-directors.pdf. Mr. Yogesh A. Thar (Chairman of Audit Committee), Mr. Nimish
G. Pandya and Ms. Drushti R. Desai as members.
ANNUAL BOARD EVALUATION
The Board has adopted a formal mechanism for evaluating its WHISTLE BLOWER / VIGIL MECHANISM POLICY
performance and as well as that of its committee and individual Fraud free and corruption free work culture has been core
directors, including the chairman of the Board. of your Company. In view of the potential risk of fraud and
corruption due to rapid growth and geographic spread of
The criteria for performance evaluation of the Board include operation, your Company has put an even greater emphasis
aspects like Board composition and structure effectiveness to address this risk.
of Board processes, information and functioning, experience,
competencies, etc. The exercise was carried out through a To meet this objective your Company has adopted a Whistle
structured evaluation process covering various aspects of Blower Policy establishing Vigil Mechanism to provide a
the Boards functioning such as composition of the Board and formal mechanism to the Directors and employees to report
Committees, experience and competencies, performance their concern about unethical behaviour, actual or suspect
of specific duties and obligations, governance issues etc. fraud or violation of the Company’s Code of Conduct or ethics
Separate exercise was carried out to evaluate the performance policy. The Policy provides for adequate safeguards against
of Individual Directors including the Board Chairman who was victimisation of employee who avail of the mechanism and
evaluated on parameters such as attendance, contribution also provides for direct access to the Chairman of the Audit
at the meetings and otherwise, independent judgement, Committee. It is affirmed that no personnel of the Company
safeguarding of minority shareholders interest, etc. has been denied access to the Audit Committee.
The Policy on whistle blower/ vigil mechanism may be

accessed on the Company website at http://kewalkiran.com/
wp-content/uploads/2015/09/news/Whistelblower_Policy.pdf
EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return
in form no. MGT-9 in accordance with Section 92(3) of the
Companies Act, 2013 read with the Rule 12 of Companies -
(Management and Administration) Rules, 2014 is enclosed as
Annexure I.
NUMBER OF BOARD MEETINGS HELD

During the year under review 5 (Five) meetings of the Board
of Directors were held. The details of the Board Meetings and
the attendance of the Directors are provided in the Corporate
Governance Report, which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR

INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
Your Company has not given any loans or guarantee. The
acquisitions of securities of any other body corporate are within
the limit specified u/s 186 of the Companies Act, 2013. The
details of the same are given in the notes to financial statements.
CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO
The details of Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo stipulated under
Section 134(3)(m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014 is given as/in
Annexure II.
RELATED PARTY TRANSACTIONS

Suitable disclosure as required by the Accounting Standard
(AS-18) has been made in the notes to the Financial Statement. the approval of the Members, approved the re-appointment
and remuneration of Mr. Hemant P. Jain, Mr. Dinesh P. Jain
PARTICULARS OF CONTRACTS OR ARRANGEMENTS and Mr. Vikas P. Jain as Whole-time Director of the Company
WITH RELATED PARTIES REFERRED TO IN SUB- for a period of 5(five) years w.e.f. September 1, 2019 to
SECTION (1) OF SECTION 188 OF THE COMPANIES August 31, 2024.
ACT, 2013
The particulars of contracts or arrangements with related Re-appointment of Independent Non-Executive Directors
parties referred to in Section 188(1) of the Companies Act, 2013 The Board has, based on the recommendation of the
is given in Annexure III Nomination and Remuneration Committee and subject
to the approval of the Members, approved for a second
There were no material related party transactions during the consecutive term of 5 consecutive years the re-appointment
year under review with Promoters, Directors or Key Managerial of Mr. Yogesh A. Thar, Dr. Prakash A. Mody and Mr. Nimish G.
Personnel which may have potential conflict of interest with Pandya w.e.f. April 1, 2019 to March 31, 2024 respectively and
the Company at large. The Company has developed a Related Ms. Drushti R. Desai w.e.f. August 28, 2019 to August 27, 2024
Party transactions framework through standard operating as Independent Non-Executive Directors of the Company.
procedures for the purpose of identification and monitoring of
such transactions. The Company has received declarations from all the
Independent Directors of the Company confirming that they
All Related Party Transactions are placed before the Audit meet with the criteria of independence as prescribed both
Committee. A statement of all Related Party Transactions is under Sub Section (6) of Section 149 of the Companies Act,
placed before Audit Committee for its review on a quarterly 2013 read with SEBI (Listing Obligations and Disclosure
basis, specifying the nature, value and terms and conditions Requirements) Regulations, 2015.
of the transactions for approval. The policy on Related Party
transactions as approved by the Board of Directors has been KEY MANAGERIAL PERSONNEL
uploaded on the website of the Company. The web-link to The Company has recognised the following persons as Key
the Related Party Policy is http://kewalkiran.com/wp-content/ Managerial Personnel in accordance with the Companies
uploads/2015/09/news/Related_party_policy.pdf. Act, 2013.
DIRECTORS 1. Mr. Kewalchand P. Jain – Chairman and Managing Director

Retire by rotation
2. Mr. Hemant P. Jain – Whole-time Director
In accordance with the provisions of the Companies Act, 2013
and the Articles of Association of your Company, Mr. Hemant P. 3. Mr. Dinesh P. Jain – Whole-time Director
Jain (DIN: 00029822), Director of your Company would retire
4. Mr. Vikas P. Jain – Whole-time Director
by rotation at the ensuing Annual General Meeting and being
eligible have offered himself for re-appointment. 5. Mr. Bhavin Sheth – Chief Financial Officer
6. Mr. Abhijit Warange – Vice President – Legal & Company
Re-appointment of Whole-time Directors
Secretary
The Board has, based on the recommendation of the
Nomination and Remuneration Committee and subject to
56
AUDITORS
The Members of the Company in the 26th Annual General
Meeting held on September 7, 2017 had appointed M/s. Khimji
The Internal Audit team and
Kunverji & Co., Chartered Accountants, (Firm Registration Concurrent Audit team monitors
No. 105146W) as the Statutory Auditors of the Company for
a period of five years i.e. to hold office from the conclusion and evaluates the efficacy
of 26th Annual General Meeting till the conclusion of the
31st Annual General Meeting of the Company to be held in and adequacy of the Internal
the year 2022.
Control System in the Company,
AUDIT REPORT
There are no Qualification or Adverse Remark in the Auditors
its compliance with operating
report which require any explanation from the Board of
Directors. The Auditors Report on financial statements forming
systems, accounting procedures
part of this Annual Report is self explanatory and do not call for
any further comments.
and policies at all the Company
locations.
DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITOR UNDER SECTION 143(12) OF COMPANIES
ACT, 2013 the Internal Audit and Concurrent Audit findings and corrective
During the year under review, no frauds were reported by actions taken. Audit plays a key role in providing assurance to the
auditor under Section 143(12) of Companies Act, 2013. Board of Directors. Significant audit observations and corrective
actions thereon are presented to the Audit Committee of the
SECRETARIAL AUDIT Board. To maintain its objectivity and independence, the Internal
Pursuant to the provisions of Section 204 of the Companies Audit and Concurrent Audit function reports to the Chairman of
Act, 2013 read with rule 9 of Companies (Appointment and the Audit Committee of the Board.
Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Mr. Ummedmal P. Jain, proprietor Your Board has also reviewed the Internal Processes,
of M/s. U. P. Jain & Co. (C.P. No. 2235) to undertake the System and the Internal Financial Control and the Directors’
Secretarial Audit of the Company. The Secretarial Audit Responsibility Statement contain a confirmation as regards
Report is included as Annexure IV and forms an integral part adequacy of the Internal Financial Controls.
of this report.
Details of Internal Financial Controls and its adequacy are
There are no Qualification, Reservation and Adverse Remark included in the Management Discussion and Analysis Report
in the Secretarial Audit report which require any explanation (‘MDAR’) which forms part of this Report.
from the Board of Directors.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE

TO FINANCIAL STATEMENTS
Your Company has an Internal Control system, commensurate
with the size, scale and complexity of its operations. The
Internal Audit team and Concurrent Audit team monitors and
evaluates the efficacy and adequacy of the Internal Control
System in the Company, its compliance with operating
systems, accounting procedures and policies at all the
Company locations. Based on the report of Internal Audit
and Concurrent Audit function, process owners undertake
corrective action in their respective areas and thereby
strengthen the controls.
The Audit Committee of the Board of Directors actively reviews

the adequacy and effectiveness of the Internal Control System
and suggests improvements to strengthen the same.
The Audit Committee of the Board of Directors, Statutory

Auditors and the Business Heads are periodically apprised of

RISK MANAGEMENT
Your Company has a Risk Management Committee which has
been entrusted with the responsibility to assist the Board in The Company provides a
(a) Overseeing and approving the Company’s enterprise wide
risk management framework; and (b) Overseeing that all the safe and healthy workplace
risks that the organisation faces such as strategic, financial,
credit, market, liquidity, security, property, IT, legal, regulatory,
focussing on creating right
reputational and other risks have been identified and assessed
and there is an adequate risk management infrastructure in
safety culture across the
place capable of addressing those risks. organisation and aims to
The Committee has adopted a Risk Management Policy in achieve ultimate goal of zero
accordance with Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015 injuries to all its employees and
which has been approved by Board of Directors.
all stakeholders associated with
Your Company manages monitors and reports on the principal
risks and uncertainties that can impact its ability to achieve its the Company’s operations.
strategic objectives. Your Company’s management systems,
organisational structures, processes, standards, code of conduct
and behaviours together governs how the Group conducts the
policy requires conduct of operations in such a manner,
business of the Company and manages associated risks.
so as to ensure safety of all concerned, compliances with
environmental regulations and preservation of natural
CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORT
resources. The Company provides a safe and healthy
The Corporate Social Responsibility Committee has
workplace focussing on creating right safety culture across
formulated and recommended to the Board a Corporate
the organisation and aims to achieve ultimate goal of zero
Social Responsibility Policy of the Company indicating the
injuries to all its employees and all stakeholders associated
activities to be undertaken by the Company which has been
with the Company’s operations.
approved by the Board. The CSR Policy may be accessed on
the Company’s website at http://kewalkiran.com/wp-content/
PREVENTION OF SEXUAL HARASSMENT
uploads/2015/09/news/CSR%20policy.pdf
The Company has zero tolerance for Sexual Harassment
at workplace. The Company has in place an Anti Sexual
The report on Corporate Social Responsibility initiatives as
Harassment Policy in line with the requirements of The Sexual
required under Companies (Corporate Social Responsibility
Harassment of Women at the Workplace (Prevention, Prohibition
Policy) Rules, 2014 is given as Annexure-V.
and Redressal) Act, 2013. Internal Complaints Committee (ICC)
has been set up to redress complaints received regarding
ENVIRONMENT AND SAFETY
sexual harassment. All employees (permanent, contractual,
Your Company is conscious of the importance of
temporary, trainees) are covered under this policy.
environmentally clean and safe operations. Your Company’s
During the year under review, there were no complaints
reported to the ICC.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards
of Corporate Governance and adhere to the Corporate
Governance requirements set out by SEBI. Your Company
has also implemented several best Corporate Governance
practices as prevalent globally.
The report on Corporate Governance as stipulated under SEBI

(Listing Obligations and Disclosure Requirements) Regulations,
2015 forms a part of the Annual Report.
The requisite certificate from the Auditors, M/s. Khimji Kunverji

& Co., Chartered Accountants confirming the compliance of
conditions of Corporate Governance as stipulated under SEBI
2015 forms a part of this report.
58
MANAGEMENT DISCUSSION AND ANALYSIS

REPORT
A detailed review of Industry Structure and Developments,
Internal Control System, Risk and Concern, operations,
performance and future outlook of the Company is given
separately under the head Management Discussion and
Analysis Report as stipulated under Regulation 34(2)(e) of SEBI
2015 and forms a part of this Annual Report.
BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34(2)(f) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the Business
Responsibility Report forms a part of this annual report.
COMPLIANCE WITH THE CODE OF CONDUCT

Your Company has put in place a Code of Conduct effective
January 14, 2006, for its Board Members and Senior
Management Personnel. Declaration of compliance with
the Code of Conduct has been received from all the Board PENDING SHARES UPLOAD
Members and Senior Management Personnel as stipulated Your Company was holding a demat suspense account with the
under Regulation 26(3) of SEBI (Listing Obligations and Edelweiss Securities Limited and credited all the shares issued
Disclosure Requirements) Regulations, 2015. A certificate to pursuant to the Initial Public Offer(IPO), which remain unclaimed
this effect from, Chairman & Managing Director forms a part despite the best efforts of the Company and Registrar to issue.
of this Report. The dividend on the said shares in the suspense account has
not been paid or claimed for seven consecutive years.
COMPLIANCE WITH THE CODE OF INDEPENDENT
DIRECTORS Pursuant to the provisions of Section 124 of Companies Act,
Your Company has put in place a Code of Independent 2013 read with Investor Education and Protection Fund Authority
Director approved in the Board Meeting held on May 10, (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended
2014, for its Independent Directors. Declaration of compliance from time to time, all shares in respect of which dividend has not
with the code has been received from all the Independent been paid or claimed for seven consecutive years or more shall
Directors of your Company as required under Section 134 (3) be transferred by the Company in the name of Investor Education
(d) of Companies Act, 2013 and SEBI (Listing Obligations and and Protection Fund. The Company has accordingly transferred
Disclosure Requirements) Regulations, 2015. A certificate to all the shares issued pursuant to the Initial Public Offer(IPO), which
this effect from Chairman and Managing Director forms a part remained unclaimed despite the best efforts of the Company and
of this Report. Registrar to issue to the Investor Education and Protection Fund
in accordance with the aforesaid requirement.
GENERAL
i) Number of Shareholders outstanding at the beginning of
Your Directors state that no disclosure or reporting is required
the year: 6
in respect of the following items as there were no transactions
on these items during the year under review: Outstanding shares in the demat suspense account at the
beginning of the year: 165
1. Issue of Equity Shares with differential rights as to
dividend, voting or otherwise. ii) Number of shareholders who approached the Company for
transfer of shares from suspense account during the year: 0
2. Issue of shares (including Sweat Equity Shares) to
employees of the Company under any scheme and ESOS. iii) Number of shareholders to whom shares were transferred
from suspense account during the year: 0
3. Issue of shares pursuant to SEBI (Employees Stock Option
scheme) Regulations and SEBI (Share Based Employee iv) Aggregate number of shareholders outstanding at the end
Benefit) Regulation, 2014. of the year: 0
4. Issue of shares on Preferential basis pursuant to Section Outstanding shares in the suspense account lying at the
62 of Companies Act, 2013 and SEBI (Listing Obligations end of the year: 0
and Disclosure Requirements) Regulations, 2015.
v) The voting rights on these shares are frozen till the rightful
5. The Company has complied with all applicable Secretarial owner of such shares claims the shares.
Standards issued by Institute of Company Secretaries
The above mentioned 165 shares belonging to 6 shareholders
of India on Meetings of Board of Directors and General
were transferred from the demat suspense account to Investor
Meeting.
Education and Protection Fund.

The below mentioned is the information relating to outstanding dividend accounts and the due dates for claiming dividends.
Financial year Date of allotment/declaration Last date for claiming dividend
Final Dividend 2010-11 September 6, 2011 October 12, 2018
1st Interim Dividend 2011-12 October 20, 2011 November 26, 2018
2nd Interim Dividend 2011-12 March 2, 2012 April 8, 2019
Final Dividend 2011-12 August 3, 2012 September 8, 2019
1st Interim Dividend 2012-13 November 7, 2012 December 14, 2019
2nd Interim Dividend 2012-13 February 13, 2013 March 22, 2020
3rd Interim Dividend 2012-13 May 11, 2013 June 17, 2020
Final Dividend 2012-13 August 22, 2013 September 28, 2020
1st Interim Dividend 2013-14 October 19, 2013 November 25, 2020
2nd Interim Dividend 2013-14 January 24, 2014 March 1, 2021
3rd Interim Dividend 2013-14 May 10, 2014 June 16, 2021
Final Dividend 2013-14 August 28, 2014 October 4, 2021
1st Interim Dividend 2014-15 September 10, 2014 October 17, 2021
2nd Interim Dividend 2014-15 October 17, 2014 November 24, 2021
3rd Interim Dividend 2014-15 January 31, 2015 March 9, 2022
4th Interim Dividend 2014-15 May 14, 2015 June 22, 2022
Final Dividend 2014-15 August 31, 2015 October 8, 2022
1st Interim Dividend 2015-16 June 16, 2015 July 24, 2022
2nd Interim Dividend 2015-16 November 6, 2015 December 14, 2022
3rd Interim Dividend 2015-16 February 6, 2016 March 14, 2023
4th Interim Dividend 2015-16 March 9, 2016 April 16, 2023
1st Interim Dividend 2016-17 October 27, 2016 December 3, 2023
2nd Interim Dividend 2016-17 January 27, 2017 March 6, 2024
1st Interim Dividend 2017-18 April 25, 2017 June 2, 2024
2nd Interim Dividend 2017-18 October 14, 2017 November 20, 2024
3rd Interim Dividend 2017-18 January 18, 2018 February 26, 2025
4th Interim Dividend 2017-18 March 10, 2018 April 16, 2025
1st Interim Dividend 2018-19 July 21, 2018 August 27, 2025
Your Company had declared Final Dividend for the financial between the Executive Directors and Mr. Pankaj K. Jain
year ended 2009-10 in the Annual General Meeting held on (Mr. Pankaj K. Jain is the son of Mr. Kewalchand P. Jain and the
August 5, 2010, 1st Interim Dividend in the Board Meeting nephew of Mr. Hemant P. Jain, Mr. Dinesh P. Jain and Mr. Vikas
held on October 27, 2010 and 2nd Interim Dividend in the P. Jain) none of the employees listed in the said annexure is a
Board Meeting held on April 2, 2011. The unencashed dividend relative of any Director of the Company. None of the employees
amounts lying unclaimed, became due for transfer to the (save and except the Executive Directors) hold (by himself or
Investor Education and Protection Fund. The Company has along with his/her spouse and dependent children) more than
accordingly during the year under review transferred the two percent of the equity shares of the Company.
unpaid and unclaimed dividend amounts pertaining to Final
Dividend 2009-10 of ` 26,670/-, 1st Interim Dividend 2010-11 of ACKNOWLEDGEMENTS
` 34,340/- and 2nd Interim Dividend 2010-11 of ` 20,017/- to the The Board would like to place on record its sincere appreciation
Investor Education and Protection Fund. for the wholehearted support and contribution made by its
customers, its shareholders and all its employees across the
PARTICULARS OF EMPLOYEES: country, as well as the various Government Departments,
The information required under section 197(12) of the Banks, Distributors, Suppliers and other business associates
Companies Act, 2013 read with rule 5(2) and 5(3) of towards the conduct of efficient and effective operations of
Companies (Appointment and Remuneration of Managerial your Company.
Personnel) Rules, 2014 and forming part of the Directors’
report for the year ended March 31, 2018 and the For and on behalf of the Board
prescribed particulars of employees required under Rule
5(1) of the Companies (Appointment and Remuneration
Kewalchand P. Jain
of Managerial Personnel) Rules, 2014 are attached as
Chairman & Managing Director
‘Annexure VI’ and forms part of this report.
Dated: July 21, 2018 DIN: 00029730
Place: Mumbai
Save and except the relation between the Executive Directors
inter se (the executive directors are brothers) and the relation
60
Annexure I
FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2018
Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Company
(Management and Administration) Rules, 2014
I. REGISTRATION AND OTHER DETAILS:

1. CIN L18101MH1992PLC065136
2. Registration Date 30th January, 1992
3. Name of the Company Kewal Kiran Clothing Limited
4. Category/Sub-category of the Company Public Company Limited by shares/Indian Non-Government Company
5. Address of the Registered office & 460/7, Kewal Kiran Estate, I. B. Patel Road, Goregaon (East),
contact details Mumbai – 400 063
Tel No.: - 26814400
E-mail: [email protected]
Website: www.kewalkiran.com
6. Whether listed Company Yes
7. Name, Address & contact details of the Link Intime India Private Limited
Registrar & Transfer Agent, if any. C 101, 247 Park,
LBS Marg, Vikhroli (West)
Mumbai - 400 083.
Tel No.: 49186000 Fax No.: 49186060
E-mail: [email protected]
Website: www.linkintime.co.in
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

(All the business activities contributing 10 % or more of the total turnover of the Company shall be stated)
Sr. Name and Description of main products /

NIC Code of the Product/service % to total turnover of the Company
No. services
1 Apparels 141 – Manufacturing of wearing apparels, 95.18
except fur apparels
III. PARTICULAR OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr. Holding/Subsidiary/ % of Applicable
Name and Address of the Company CIN/GLN
No. Associate shares held Section
1 White Knitwears Private Limited U18101MH2005PTC157994 Joint Venture Equity: 33.33 Section 2(6)
460/7, Kewal Kiran Estate, I. B. Patel Road, Preference: 50
Goregaon (East), Mumbai – 400 063

IV. SHARE HOLDING PATTERN:

A. (Equity Share Capital Breakup as percentage of Total Equity) Category-wise Share Holding
No. of Shares held at the beginning No. of Shares held at the end of the year
of the year [As on April 1, 2017] % change
[As on March 31, 2018]
Category of Shareholders during
% of total % of total the year
Demat Physical Total Demat Physical Total
Shares Shares
A. PROMOTERS
(1) Indian
a) Individual/ HUF 9,144,178 0 9,144,178 74.19 9,147,178 0 9,147,178 74.22 0.03
b) Central Govt. 0 0 0 0 0 0 0 0 0
c) State Govt.(s) 0 0 0 0 0 0 0 0 0
d) Bodies Corp. 2,295 0 2,295 0.02 4,295 0 4,295 0.03 0.01
e) Banks / FI 0 0 0 0 0 0 0 0 0
f) Any other 0 0 0 0 0 0 0 0 0
Sub-total (A) (1) 9,146,473 0 9,146,473 74.21 9,151,473 0 9,151,473 74.25 0.04
(2) Foreign 0 0 0 0 0 0 0 0 0
Sub-total (A) (2) 0 0 0 0 0 0 0 0 0
Total Shareholding of
9,146,473 0 9,146,473 74.21 9,151,473 0 9,151,473 74.25 0.04
Promoter (A) = (A)(1) + (A)(2)
B. PUBLIC SHAREHOLDING
1. Institutions
a) Mutual Funds 1,073,892 0 1,073,892 8.71 1,152,844 0 1,152,844 9.35 0.64
b) Banks / FI 0 0 0 0 1,382 0 1,382 0.01 0.01
c) Central Govt. 0 0 0 0 0 0 0 0 0
d) State Govt.(s) 0 0 0 0 0 0 0 0 0
e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
f) Insurance Companies 0 0 0 0 0 0 0 0 0
g) FIIs/FPI 1,597,103 0 1,597,103 12.96 1,469,916 0 1,469,916 11.93 (1.03)
h) Foreign Venture Capital
0 0 0 0 0 0 0 0 0
Funds
i) Others (specify) 0 0 0 0 0 0 0 0 0
Sub-total (B)(1):- 2,670,995 0 2,670,995 21.67 2,624,142 0 2,624,142 21.29 (0.38)
2. Non-Institutions
a) Bodies Corp.
i) Indian 92,802 0 92,802 0.75 145,853 0 145,853 1.18 0.43
ii) Overseas 0 0 0 0 0 0 0 0 0
b) Individuals
i) Individual
shareholders holding
284,688 58 284,746 2.31 290,546 58 290,604 2.36 0.05
nominal share capital
upto ` 1 lakh
ii) Individual
shareholders holding
81,699 0 81,699 0.66 68,270 0 68,270 0.55 (0.11)
nominal share capital
in excess of ` 1 lakh
c) Others (specify)
Non-Resident Indians 14,570 0 14,570 0.12 14,777 0 14,777 0.12 0
Clearing Members 8,794 0 8,794 0.07 1,515 0 1,515 0.01 (0.06)
Office Bearer 640 0 640 0.01 640 0 640 0.01 0
Independent Director 336 0 336 0 336 0 336 0 0
Hindu Undivided Family 23,982 0 23,982 0.2 27,221 0 27,221 0.22 0.02
IEPF 0 0 0 0 206 0 206 0 0
Sub-total (B)(2):- 507,511 58 507,569 4.12 549,364 58 549,422 4.46 0.34
Total Public Shareholding
3,178,506 58 3,178,564 25.79 3,173,506 58 3,173,564 25.75 (0.04)
(B)=(B)(1)+ (B)(2)
C. SHARES HELD BY
CUSTODIAN FOR GDRs 0 0 0 0 0 0 0 0 0
& ADRs
Grand Total (A+B+C) 12,324,979 58 12,325,037 100 12,324,979 58 12,325,037 100 0
62
B. Shareholding of Promoter:
Shareholding at the beginning of the year Shareholding at the end of the year
% of total % of Shares % of total % of Shares % change in
Sr.
Shareholder’s Name No. of Shares Pledged / No. of Shares Pledged / shareholding
No.
Shares of the encumbered to Shares of the encumbered to during the year
Company total shares Company total shares
1 Shantaben P. Jain j/w
Kewalchand P. Jain j/w 6,153,000 49.92 0 6,153,000 49.92 0 0
Hemant P. Jain
2 Kewalchand P. Jain 690,111 5.60 0 690,611 5.61 0 0.01
3 Hemant P. Jain 690,915 5.61 0 691,915 5.61 0 0
4 Dinesh P. Jain 728,831 5.91 0 729,831 5.92 0 0.01
5 Vikas P. Jain 721,321 5.85 0 721,821 5.86 0 0.01
6 Kewalchand P. Jain HUF 16,000 0.13 0 16,000 0.13 0 0
7 Hemant P. Jain HUF 16,000 0.13 0 16,000 0.13 0 0
8 Dinesh P. Jain HUF 16,000 0.13 0 16,000 0.13 0 0
9 Vikas P. Jain HUF 16,000 0.13 0 16,000 0.13 0 0
10 Veena K. Jain 16,000 0.13 0 16,000 0.13 0 0
11 Lata H. Jain 16,000 0.13 0 16,000 0.13 0 0
12 Sangeeta D. Jan 16,000 0.13 0 16,000 0.13 0 0
13 Kesar V. Jain 16,000 0.13 0 16,000 0.13 0 0
14 Pankaj K. Jain 16,000 0.13 0 16,000 0.13 0 0
15 Hitendra H. Jain 16,000 0.13 0 16,000 0.13 0 0
16 Kewal Kiran Finance
2,295 0.02 0 4,295 0.03 0 0.01
Private Limited
TOTAL 9,146,473 74.21 0 9,151,473 74.25 0 0.04
C. Change in Promoters’ Shareholding (please specify, if there is no change): Yes

Shareholding at the beginning of the year Cumulative Shareholding during the year
Sr.
Particulars
No. % of total Shares of % of total Shares of
No. of Shares No. of Shares
the Company the Company
1. Mr. Kewalchand P. Jain
At the beginning of the year 690,111 5.60
Increase/Decrease during the year date-wise:
January 31, 2018 500 0.01 690,611 5.61
At the end of the year 690,611 5.61
2. Mr. Hemant P. Jain
January 31, 2018 500 0 691,415 5.61
February 5, 2018 500 0 691,915 5.61
3. Mr. Dinesh P. Jain
January 31, 2018 49 0 728,880 5.91
February 1, 2018 451 0 729,331 5.91
February 5, 2018 500 0.01 729,831 5.92
4. Mr. Vikas P. Jain
February 1, 2018 500 0.01 721,821 5.86

Shareholding at the beginning of the year Cumulative Shareholding during the year
Sr.
Particulars
5. Kewal Kiran Finance Private Limited
Increase/ Decrease during the year date-wise:
March 15, 2018 1,000 0 3,295 0.02
March 16, 2018 500 0 3,795 0.02
March 20, 2018 500 0.01 4,295 0.03
Note:
- Change in shareholding was on account of market purchase.
- Increase/decrease in shareholding, as indicated above, are based on disclosures received from the Promoters.
D. Shareholding Pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs:
Shareholding at the beginning Cumulative Shareholding during
of the year the year
Sr.
Particulars
1 Nalanda India Fund Limited 1,200,000 9.74 1,179,081 9.57

2 Kotak Emerging Equity Scheme 216,040 1.75 428,402 3.48
3 SBI Magnum Global Fund 313,469 2.54 390,469 3.17
4 Aditya Birla Sun Life Trustee Private Limited A/C Aditya 253,919 2.06 246,563 2.00
Birla Sun Life Dividend Yield Plus
5 Pinebridge Global Funds – Pinebridge 0 0 179,644 1.46
India Equity Fund
6 Ambit Capital Private Limited 0 0 125,100 1.02
7 DSP Blackrock Small Cap Fund 97,253 0.79 87,410 0.71
8 Government of Singapore – E 0 0 71,599 0.58
9 N. S. Raghvan 42,270 0.34 42,270 0.34
10 LOBCO Limited 0 0 35,261 0.29
* The shares of the Company are traded on daily basis and hence the datewise increase/decrease in shareholding is not indicated. Shareholding is consolidated
based on permanent account number(PAN) of the shareholder.
E. Shareholding of Directors
Shareholding at the beginning Cumulative Shareholding
Shareholding of Kewalchand P. Jain, of the year during the year
1
Chairman and Managing Director % of total shares of % of total shares of
January 31, 2018 500 0.01 690,611 5.61

Shareholding of Hemant P. Jain, of the year during the year
2
Whole-time Executive Director % of total shares of % of total shares of
January 31, 2018 500 0 691,415 5.61
February 5, 2018 500 0 691,915 5.61
64

Shareholding of Dinesh P. Jain, of the year during the Year
3
Whole-time Executive Director % of total shares of % of total shares of
Increase/ Decrease during the year:
January 31, 2018 49 0 728,880 5.91
February 1, 2018 451 0 729,331 5.91
February 5, 2018 500 0.01 729,831 5.92

Shareholding of Vikas P. Jain, of the year during the Year
4
Wholetime Executive Director % of total shares of % of total shares of
Increase/ Decrease during the year:
February 1, 2018 500 0.01 721,821 5.86

Shareholding of Yogesh A. Thar, Non-Executive Independent of the year during the Year
5
Director % of total shares of % of total shares of
At the beginning of the year NIL NIL NIL NIL
Date wise Increase / Decrease in director and KMP
Shareholding during the year specifying the reasons
NIL NIL NIL NIL
for increase /decrease (e.g. allotment / transfer / bonus/
sweat equity etc.):
At the end of the year NIL NIL NIL NIL

Shareholding of Nimish G. Pandya, Non-Executive Independent of the year during the Year
6
Date wise Increase/Decrease in director and KMP
NIL NIL NIL NIL
for increase/decrease (e.g. allotment/ transfer/ bonus/
sweat equity etc.):

Shareholding of Prakash A. Mody, Non-Executive Independent of the year during the Year
7
At the beginning of the year 336 0.00 336 0.00
0 0 0 0
for increase/decrease (e.g. allotment/ transfer/ bonus/
sweat equity etc.):
At the end of the year 336 0.00 336 0.00


Shareholding of Drushti R. Desai, Non-Executive Independent of the year during the Year
8
Date wise Increase/Decrease in director and KMP Shareholding
during the year specifying the reasons for increase/decrease NIL NIL NIL NIL
(e.g. allotment/ transfer/ bonus/ sweat equity etc.):
Shareholding of Key Managerial Personnel:

of the year during the Year
9 Shareholding of Abhijit B. Warange, Company Secretary
% of total shares of % of total shares of

Date wise Increase/Decrease in director and KMP Shareholding
during the year specifying the reasons for increase/decrease NIL NIL NIL NIL
(e.g. allotment/ transfer/ bonus/ sweat equity etc.):

of the year during the Year
10 Shareholding of Bhavin D. Sheth, Chief Financial Officer
% of total shares of % of total shares of
Shareholding during the year specifying the reasons for
NIL NIL NIL NIL
increase/decrease (e.g. allotment/ transfer/ bonus/ sweat
equity etc.):
Note:
- Change in shareholding was on account of market purchase.
- Increase / decrease in shareholding, as indicated above, are based on disclosures received from the Directors.
V. INDEBTEDNESS:
Indebtedness of the Company including interest outstanding/accrued but not due for payment.
Secured Loans
Unsecured Loans Deposits Total Indebtedness
excluding deposits
Indebtedness at the beginning of the financial year

i) Principal Amount 330,050,415 75,000,000 0 405,050,415
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 133,253 0 0 133,253
Total (i+ii+iii) 330,183,668 75,000,000 0 405,183,668
Change in Indebtedness during the financial year
* Addition 0 250,100,822 0 250,100,822
* Reduction 172,186,268 0 0 172,186,268
Net Change 172,186,268 250,100,822 0 79,914,554
Indebtedness at the end of the financial year
i) Principal Amount 157,864,147 325,100,822 0 482,964,969
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 1,023,733 0 1,023,733
Total (i+ii+iii) 157,864,147 326,124,555 0 483,098,222
66
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
Name of MD/WTD/ Manager Total Amount
Sr.
Particulars of Remuneration Kewalchand P. Hemant P. Jain Dinesh P. Jain Vikas P. Jain
No.
Jain (CMD) (WTD) (WTD) (WTD)
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of
7,950,000 7,950,000 7,950,000 7,950,000 31,800,000
the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 39,600 39,600 39,600 39,600 158,400
(c) Profits in lieu of salary under section 17(3) Income- tax 0 0 0 0 0
Act, 1961
2 Stock Option 0 0 0 0 0
3 Sweat Equity 0 0 0 0 0
Commission
4 - as % of profit 0 0 0 0 0
- others, specify…
5 Others, please specify 0 0 0 0 0
Total (A) 7,989,600 7,989,600 7,989,600 7,989,600 31,958,400
Ceiling as per the Companies Act 2013 89,490,400
B. Remuneration to other directors

Sr. Name of Directors
Particulars of Remuneration Total Amount
No. Nimish Pandya Prakash Mody Yogesh Thar Drushti Desai
1 Independent Directors
Fee for attending board/ committee meetings 660,000 300,000 760,000 760,000 2,480,000
Commission - - - - -
Others, please specify - - - - -
Total (1) 660,000 300,000 760,000 760,000 2,480,000
2 Other Non-Executive Directors
Fee for attending board committee meetings - - - - -
Commission - - - - -
Others, please specify - - - - -
Total (2) - - - - -
Total (B)=(1+2) 660,000 300,000 760,000 760,000 2,480,000
Total Managerial
34,438,400
Remuneration (A+B)
Ceiling as per the Companies Act 2013 98,439,440
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Key Managerial Personnel
Sr.
Particulars of Remuneration Mr. Abhijit Warange, Mr. Bhavin Sheth,
No. CEO Total
Company Secretary Chief Financial Officer
1 Gross salary
(a) Salary as per provisions contained in Section 17(1) of
3,500,012 4,900,006 8,400,018
the Income-tax Act, 1961*
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - -
(c) Profits in lieu of salary under Section 17(3)
- - -
Income-tax Act, 1961
Not - - -
2 Stock Option
Applicable
3 Sweat Equity - - -
4 Commission - - -
- as % of profit - - -
others, specify… - - -
5 Others, please specify - - -
Total 3,500,012 4,900,006 8,400,018
VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

There were no penalties, punishment or compounding of offenses during the year ended March 31, 2018.

Annexure II
A. CONSERVATION OF ENERGY 4. Improving Power Factor:

Your Company had taken up energy conservation
activities, guided by a professional firm with 40 years The power factor was being controlled mostly by
experience, M/s. Econ Engineers, on several fronts, from Automatic Power Factor Controllers. However, these
the Head office and other offices, to all manufacturing were studied to optimise the maintenance of P.F. above
units. 0.98; the monthly bonuses earned in the electricity bills
will offset the investments in short periods.
The major steps taken at various locations were as under:
5. Improving Efficiency of Boilers at the Factories:
1. Energy Conservation Teams were formed at all
large facilities and were provided with all relevant i. Regular Monitoring of the various parameters
monitoring instruments. important for maintaining high efficiency in
Boilers yielded ways to improve their efficiency.
2. Energy Efficiency of Air Conditioning Systems and This was diligently taken up; maintenance was
equipment was improved: improved and done regularly resulting in useful
fuel savings.
i. At the Offices since air conditioning was the major
load, your Company set up regular monitoring ii. Systems were installed to monitor the distribution
of all the air conditioning equipment, assessing of steam, including at pressure reducing stations
the three major energy efficiency parameters and at steam traps, to ensure that the required
of temperature difference between supply and steam quality and pressure was available at the
return air, flow rate and the power used, for all the various equipment using steam, e.g. tumble
air conditioning equipment, including Ductables, driers, washers, steam irons, etc. This enabled
Cassette, Split and Window Air conditioners. high productivity of the equipment.
Wherever short falls were detected, corrective
action was immediately taken to restore the 6. Improving efficiency of driers, washers, steam irons,
equipment to rated parameters. etc at the Factories:
ii. The practice of monitoring of the air conditioning i. Regular Monitoring of the various parameters
equipment was adopted at all the factories also. important for maintaining high efficiency in the
Regular monitoring resulted in both improved driers and washers, etc., ensured that the cycles
performance and energy saving. were completed not only within rated times but
also often ahead of time.
iii. Old air conditioners were replaced by 5 Star
ones: At a number of locations, wherever the ii. In washers steam usage was restricted to those
air conditioners were very old, or working for cycles where temperature required was 900C.
long periods, they were replaced by the modern
energy efficient 5 Star Split air conditioners. This For all other cycles the recovered hot water was
added to the energy savings. used. This yielded useful savings in the use of steam,
electricity and operation period.
3. Lighting Energy Conservation:
7. Regular monitoring of all important parameters
i. Illumination levels were checked at all locations; relating to improved maintenance were adopted
excess lights were removed and lights were in a dedicated way, to improve plant & equipment
switched on only when required; availability.
ii. Energy efficient lights were adopted, including 8. Leakages of steam and compressed air were
the use of LEDs. minimised and plant productivity improved.
68
UTILISING ALTERNATE SOURCES OF ENERGY B. TECHNOLOGY ABSORPTION

The Company already has a 600 KW Wind Generator in Gujarat Your Company continues to use the latest technologies for
which provides most of the electricity at your Company’s Vapi improving the productivity and quality of its products. The
Factory. Company’s operations do not require significant import of
technology.
Serious efforts are on to explore the feasibility of Roof Top
Solar Power Generation. The Central Govt. has offered to C. FOREIGN EXCHANGE EARNINGS AND OUTGO
provide the necessary impetus and funds, and the State Activities relating to exports, initiatives taken to increase
Governments are gearing up to accept all the surplus energy exports, development of new export markets for products
generated allowing direct feeding into their Grid. Hence we and services and export plans.
expect this will soon be viable and we will consider their use
at our factories. Total Foreign Exchange used and earned:
FOB Value earned ` 232,725,849/-
The capital investment on energy conservation equipments is Total Foreign Exchange outgo ` 18,907,095/-
estimated as approx. ` 10,00,000/-

Annexure III
FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies
(Accounts) Rules, 2014)
Disclosure of particulars of contracts/ arrangements (e) Justification for entering into such contracts or
entered into by the Company with related parties referred arrangements or transactions – M/s. Pandya & Co. is
to in sub-section (1) of section 188 of the Companies Act, a Legal firm and has an extensive experience in real
2013 including certain arms length transactions under third estate sector.
proviso thereto
(f) Date(s) of approval by the Board – May 14, 2015
1. Details of contracts or arrangements or transactions not at
arm’s length basis (g) Amount paid as advance, if any – No
Professional fees paid to M/s. Pandya & Company. (h) Date on which the special resolution was passed in
Mr. Nimish Pandya, Non-Executive Independent Director general meeting as required under first proviso to
is the properiotor of Pandya & Co. section 188 – NA
(a) Name(s) of the related party and nature of relationship:
M/s. Pandya & Co. Mr. Nimish Pandya, Non Executive Revision in remuneration payable to Mr. Pankaj K. Jain,
Independent Director is the properiotor of Pandya ‘President – Retail’ being relative of the Executive Directors
& Co. (a) Name(s) of the related party and nature of relationship:
Mr. Pankaj K. Jain. Son of Mr. Kewalchand P. Jain, Chairman
(b) Nature of contracts/ arrangements/ transactions – and Managing Director of the Company and nephew of
Professional fees for representing the Company Mr. Hemant P. Jain, Mr. Dinesh P. Jain and Mr. Vikas P. Jain,
before the Hon’ble Courts in the litigation matters Wholetime Directors of the Company
with an illegal occupier on the property acquired by
the Company being situated at Gautam Chemical (b) Nature of contracts/ arrangements/ transactions – Related
Compound, I.B. Patel Road, Goregaon (East), Party Employment
Mumbai - 400 063.
(c) Duration of the contracts/ arrangements/ transactions –
(c) Duration of the contracts/ arrangements/ transactions from May 1, 2017
– Payment of professional fees from time to time
an amount not exceeding `20,00,000/- to Pandya (d) Salient terms of the contracts or arrangements or
& Co. Out of the aforesaid amount of ` 20,00,000/- transactions including the value, if any – The Board has
the Company has paid an aggregate amount of revised the remuneration payable to Mr. Pankaj K. Jain
` 9,10,260/- till date of which an amount of ` 5,50,260/- from annual CTC of ` 25,00,000/- to ` 28,00,000/- to be
was paid during the financial year 2017-2018. paid from May 1, 2017
(d) Salient terms of the contracts or arrangements or (e) Justification for entering into such contracts or
transactions including the value, if any – To pay arrangements or transactions – Mr. Jain is a qualified
professional fees to M/s. Pandya & Co. from time Chartered Accountant and has experience in finance and
to time an amount not exceeding `20,00,000/- to retail operation and the Company will be benefitted with
represent the Company before the Hon’ble Courts his expertise.
in the litigation matters against an illegal occupants
occupying a portion of land on the property acquired (f) Date(s) of approval by the Board – April 25, 2017.
by the Company being situated at Gautam Chemical
Compound, I.B. Patel Road, Goregaon (East), (g) Amount paid as advance, if any – No
Mumbai : 400 063.
70
(h) Date on which the special resolution was passed in revised the remuneration payable to Mr. Hitendra Jain
general meeting as required under first proviso to section from annual CTC of ` 20,00,000/- to ` 24,00,000/- to be
188 – NA paid from May 1, 2017
Revision in remuneration payable to Mr. Hitendra H. Jain, (e) Justification for entering into such contracts or
‘President – Addictions’ being relative of the Executive arrangements or transactions – Mr. Jain holds a Masters
Directors of Science in International Business from the Leeds
(a) Name(s) of the related party and nature of relationship: University Business School and has experience in retail
Mr. Hitendra H. Jain. Son of Mr. Hemant P. Jain, Wholetime operation and the Company will be benefitted with his
Director of the Company and nephew of Mr. Kewalchand expertise.
P. Jain, Chairman and Managing Director and Mr. Dinesh
P. Jain and Mr. Vikas P. Jain, Wholetime Directors of the (f) Date(s) of approval by the Board – April 25, 2017.
Company
(g) Amount paid as advance, if any – No
(b) Nature of contracts/ arrangements/ transactions – Related
Party Employment (h) Date on which the special resolution was passed in
general meeting as required under first proviso to Section
(c) Duration of the contracts/ arrangements/ transactions – 188 – NA
from May 1, 2017
2. Details of contracts or arrangements or transactions at
(d) Salient terms of the contracts or arrangements or arm’s length basis – Nil
transactions including the value, if any – The Board has

Annexure IV
SECRETARIAL AUDIT REPORT

For the financial year ended March 31, 2018
Pursuant to Section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
To, (iv) The provisions of the Foreign Exchange Management

The Members, Act, 1999 and the rules and regulations made
Kewal Kiran Clothing Limited thereunder to the extent of Foreign Direct Investment.
Kewal Kiran Estate, 460/7, I. B. Patel Road,
Near Western Express Highway, Goregaon (East), (v) The following Regulations and Guidelines prescribed
Mumbai – 400 063 under the Securities and Exchange Board of India Act,
1992:
We have conducted the secretarial audit of the compliance
of applicable statutory provisions and the adherence to good (a) The Securities and Exchange Board of India
corporate practices by KEWAL KIRAN CLOTHING LIMITED (Substantial Acquisition of Shares and Takeovers)
[CIN: L18101MH1992PLC065136] (hereinafter called ‘the Regulations, 2011, to the extent applicable;
Company’). Secretarial Audit was conducted in a manner that
provided us a reasonable basis for evaluating the corporate (b) The Securities and Exchange Board of India
conducts/statutory compliances and expressing our opinion (Prohibition of Insider Trading) Regulations, 2015,
thereon. to the extent applicable.
Based on our verification of the Company’s books, papers, (c) Securities and Exchange Board of India (Listing
minute books, forms and returns filed and other records Obligations and Disclosure Requirements)
maintained by the Company and also the information Regulations, 2015, to the extent applicable.
provided by the Company, its officers, agents and authorised
representatives during the conduct of secretarial audit, we II. We further report that the Company has complied with the
hereby report that in our opinion, the Company has, during the Secretarial Standards issued by The Institute of Company
audit period covering the financial year ended on March 31, Secretaries of India.
2018 complied with the statutory provisions listed hereunder
and also that the Company has proper Board-processes and III. During the year under review the Company has
compliance-mechanism in place to the extent, in the manner complied with the applicable provisions of the Act, Rules,
and subject to the reporting made hereinafter: Regulations, Guidelines, Standards, etc. mentioned above
to the extent applicable.
I. We have examined the Secretarial compliance based on
the books, papers, minute books, forms and returns filed IV. We have relied on the representation made by the
and other records maintained by the Company for the Company and its officers, and state that there are no
financial year ended on March 31, 2018, as shown to us other laws, rules / regulations specifically applicable to the
during our audit, according to the provisions of: industry under which the Company operates.
(i) The Companies Act, 2013 (the Act) and the rules made V. The following Regulations and Guidelines prescribed
thereunder; under The Securities and Exchange Board of India Act,
1992 were, in our opinion, not attracted during the financial
(ii) The Securities Contracts (Regulation) Act, 1956 year under report;
(‘SCRA’) and the rules made thereunder;
(a) The Securities and Exchange Board of India (Issue of
(iii) The Depositories Act, 1996 and the Regulations and Capital and Disclosure Requirements) Regulations,
Bye-laws framed thereunder; 2009;
72
(b) The Securities and Exchange Board of India (Share Decisions at the meetings of the Board of Directors of the
Based Employee Benefits) Regulations, 2014; Company were carried through on the basis of majority.
There were no dissenting views by any member of the
(c) The Securities and Exchange Board of India (Issue Board of Directors during the year under review.
and Listing of Debt Securities) Regulations, 2008;
VIII.
We have relied on the representation made by the
(d) The Securities and Exchange Board of India (Registrars Company and its officers for the compliance of various
to an Issue and Share Transfer Agents) Regulations, applicable laws, rules, regulations and guidelines and
1993 regarding the Act and dealing with client; after examining the system and mechanism followed
by the Company for compliances we report that there
(e) The Securities and Exchange Board of India (Delisting are adequate systems and processes in the Company
of Equity Shares) Regulations, 2009; and commensurate with the size and operations of the
Company to monitor and ensure the compliance of
(f) The Securities and Exchange Board of India (Buyback applicable laws, rules, regulations and guidelines.
of Securities) Regulations, 1998.
IX. We further report that during the audit period, there has
VI. The provisions of the Foreign Exchange Management not been any specific events / actions having a major
Act, 1999 and the rules and regulations made thereunder bearing on the Company’s affairs in pursuance of the
in relation to Overseas Direct Investment and External above referred laws, rules, regulations, guidelines etc.
Commercial Borrowings were not attracted during the
financial year under report.
For U. P. Jain & Co.
VII. We further report that; Company Secretaries
The Board of Directors of the Company is duly constituted

with proper balance of Executive Directors, Non-Executive Ummedmal P. Jain
Directors / Independent Directors. Proprietor
FCS-3735, CP-2235
Adequate notice is given to all directors to schedule the Dated: July 21, 2018
Board Meetings, at least seven days in advance and a Place: Mumbai
system exists for seeking and obtaining further information
and clarifications on the agenda items before the meeting
and for meaningful participation at the meeting.

This report is to be read with our letter of even date which is annexed as ‘Annexure A’ and forms an integral part of this
report.
ANNEXURE A
(To the Secretarial Audit Report of KEWAL KIRAN CLOTHING LIMITED
for the financial year ended March 31, 2018)
To,
The Members,
Kewal Kiran Estate, 460/7, I. B. Patel Road,
Near Western Express Highway, Goregaon (East),
Mumbai - 400 063
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express
an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the secretarial records. The verification was done on test basis to ensure that the correct
facts are reflected in secretarial records. We believe that the practices and processes, we followed provide a reasonable
basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Account of the Company.
4. Wherever required, we obtained management representation about the compliance of laws, rules, regulations, norms and
standards and happening of events.
5. In respect of the filing of forms/returns by the Company, related to the period under audit, we have not observed any
material non-compliance, which can have material bearing on the financial of the Company and hence have not reported in
our audit report.
6. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, norms and standards is the
responsibility of management. Our examination was limited to the verification of procedure on test basis.
7. The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the Company.
For U. P. Jain & Co.

Company Secretaries
Ummedmal P. Jain
Proprietor
FCS-3735, CP-2235
Dated: July 21, 2018
Place: Mumbai
74
Corporate Social Responsibility Report

Annexure V
1. CORPORATE SOCIAL RESPONSIBILITY POLICY The web-link to the CSR policy is http://kewalkiran.com/
Social and Environmental responsibility has always been wp-content/uploads/2015/09/news/CSR%20policy.pdf.
at the forefront of the Kewal Kiran Clothing Limited’s
operating philosophy and as a result the Company 2. CORPORATE SOCIAL RESPONSIBILITY
consistently contributes to socially responsible activities. COMMITTEE
Corporate Social Responsibility (CSR) at Kewal Kiran Pursuant to Section 135 of the Companies Act, 2013 the
Clothing Limited portrays the deep symbiotic relationship Board of Directors have in the Board Meeting held on
that the group enjoys with the communities it is engaged May 10, 2015 constituted Corporate Social Responsibility
with. As a responsible corporate citizen, we try to Committee under the chairmanship of Mr. Nimish Pandya
contribute for social and environmental causes on a and comprising of Mr. Kewalchand Jain and Mr. Hemant
regular basis. We believe that to succeed, an organisation Jain as members.
must maintain highest standards of corporate behaviour
towards its employees, consumers and societies in which
The said Committee has been entrusted with the
it operates. responsibility of formulating and recommending to the
Board, a Corporate Social Responsibility Policy (CSR
We are of the opinion that CSR underlines the objective Policy) indicating the activities to be undertaken by the
of bringing about a difference and adding value to Company monitoring the implementation of the framework
our stakeholders’ lives. Kewal Kiran Clothing Limited’s of the CSR Policy and recommending the amount to be
Corporate Social Responsibility Policy is rooted in the spent on CSR activities.
Company’s core values of quality, reliability and trust
guided by international standards and best practices, 3. Average net profit of the Company for last three years:
and driven by our aspiration for excellence in the overall ` 966,656,731
performance of our business.
4. Prescribed CSR Expenditure: (2% of the amount as in
Pursuant to Section 135 of the Companies Act, 2013 and item no. 3): ` 19,333,135/-
rules made there under the Company had approved the
Corporate Social Responsibility policy, as recommended 5.
Details of CSR spent during the financial year:
by Corporate Social Responsibility Committee, in the Board 2017-2018
Meeting held on January 31, 2015. The Company incurred
a CSR spend of an amount of ` 24,700,000/- during the a. Total amount to be spent for the financial year –
financial year 2017-18. The details of the donations made ` 19,333,135/-
during the year ended March 31, 2018 are detailed below:
b. Amount unspent, if any – Nil
Sr.
Name of the Party Amount (`) Purpose
No. c. Manner in which the amount spent during the financial
Smt. Jatnobai Promoting Health year is detailed below –
Karamchandji care including
1. 9,700,000
Ratanparia Chouhan Preventive Health
Charitable Trust care
Magic Bus India Education for under
2. 15,000,000
Foundation privileged children

Projects or programs Amount spent on the

1. Local area or other Amount outlay programs or projects Cumulative Amount spent:
Sr. CSR project or Sector in which the 2. State & district (budget) project 1. Direct expenditure expenditure Direct or through
No. activity identified project is covered where projects or programs on programs or upto the implementing
or programs was wise projects reporting period agency
undertaken 2. Overheads
Implementing
Promoting Agency -
Contribution Health care Smt. Jatnobai
1 towards operating including Sadri, Rajasthan 9,700,000 9,700,000 9,700,000 Karamchandji
hospital Preventive Ratanparia
Health care Chouhan
Charitable Trust
Promoting Implementing
Contribution
Education for Agency -
2 towards Education Pan India 15,000,000 15,000,000 15,000,000
under Privileged Magic Bus India
of Children
Children Foundation.
6. Reason for failure to spend two per cent of the average net profit of the last three financial years or any part thereof –
Not applicable
7. The
Chairman of the CSR Committee has given a responsibility statement on behalf of the CSR Committee that the
implementation and monitoring of the CSR policy is in compliance with CSR objectives and policy of the Company.
Signature Signature
Mr. Kewalchand P. Jain Mr. Nimish G. Pandya

(Chairman and Managing Director) (Chairman CSR Committee)
DIN: 00029730 DIN: 00326966
76
Annexure VI
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT,
2013 READ WITH THE RULE 5 (1) OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANGERIAL
PERSONNEL) RULES, 2014
(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the
financial year 2017-18 and the percentage increase in the remuneration of each Director, Chief Financial Officer and Company
Secretary during the financial year 2017-18 are as under:-
Remuneration Ratio of
of the Director/ % increase in remuneration
KMP for the remuneration in of each Director
Sr. No Name of Director/ KMP and Designation
financial year the financial year to median
2017-18 2017-18 remuneration of
(In Rupees) employees
Mr. Kewalchand P. Jain,
1. 7,989,600 Nil 35: 1
Mr. Hemant P. Jain,
2 7,989,600 Nil 35: 1
Whole Time Director
Mr. Dinesh P. Jain,
3 7,989,600 Nil 35: 1
Whole Time Director
Mr. Vikas P. Jain,
4 7,989,600 Nil 35: 1
Whole Time Director
Mr. Bhavin Sheth
5 4,900,006 4.25 21:1
Chief Financial Officer
Mr. Abhijit Warange,
6 3,500,012 16.66 15:1
Company Secretary
Notes:
Gross Remuneration figures are based on cost to company (CTC) and does not include gratuity to be paid at the time of
separation or retirement from services.
The Non Executive Independent Directors are paid only sitting fees which is not considered as remuneration.
(ii) The Median remuneration of employees of the Company during the financial year was ` 2.28 lakhs.
(iii) In the financial year, there was increase of 4.88% in the median remuneration of the employees.
(iv) There were 2144 permanent employees including Piece rate employees on the rolls of Company as on March 31, 2018.
(v) Average
percentage increase made in the salaries of the employees (excluding wages) other than Key Managerial
Personnel(s) in the last financial year 2017-18 was 10.99% whereas, the increase in Key Managerial remuneration was 9.09%.
(vi) It is hereby affirmed that the remuneration paid is as per the remuneration policy for Directors, Key Managerial Personnel(s)
and other employees.

Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

A. Name of top 10 employees in terms of remuneration drawn:
Nature of
Date of Total Gross
Sr. employment Nature of Duties of the Age in Previous Employment/
Name Designation Qualification Commencement of Experience in Remuneration
No whether contractual employee years Designation
employment years (`)
or otherwise
Chairman & Finance &

Keval Kiran & Co/
1 Kewalchand P. Jain Managing Permanent overall control of the Under Graduate 56 January 30, 1992 35 7,989,600
Partners
Director Company affairs
Wholetime Marketing - Killer & Keval Kiran & Co/

2 Hemant P. Jain Permanent Under Graduate 54 January 30, 1992 33 7,989,600
Director Easies Partner
Wholetime Keval Kiran & Co/
3 Dinesh P. Jain Permanent Production Under Graduate 49 October 2, 1997 28 7,989,600
Director Partner
Marketing Lawman &

Wholetime
4 Vikas P. Jain Permanent Integriti B.Com 47 October 2, 1997 25 7,989,600 N.A
Director
K-Lounge Stores
Gitanjali Gems Ltd-
Head HR
1.B.A.
Human Resource GMR Energy Ltd
Dr. Sanjeev Kumar 2.PHD Law,
5 Head – HR Permanent Operations including 51 May 8, 2014 32 5,381,061 GM Head HR
Chauhan 3.M.B.A.
OD interventions GVK Power &
4.L.L.M.
Infrastructure Ltd
GM & Head HR
1.B.Com
Chief Financial Financial Operations & GTL Limited – Joint
6 Bhavin Sheth Permanent 2.C.A. 42 January 15, 2016 19 4,900,006
Officer Control CFO
3.D.I.S.A.
Vice President
1.B.Com Zodiac Clothing –
– Legal and Legal and Secretarial
7 Abhijit Warange Permanent 2.C.S. 40 November 1, 2009 16 3,500,012 Assistant Manager
Company Work
3.L.L.B –Secretarial
Secretary
January 7, Shruti Shah & Co –

Deputy General 1.B.Com
8 Nimesh Anandpara Permanent Financial Operations 36 15 3,471,391 Audit and Taxation
Manager 2.C.A. 2008 Manager
1.Diploma in
April 1, K.G. Denim-
Head Operations End to End operations Mechanical
9 Ashish Barodia Permanent 45 25 3,147,546 General Manager –
- Easies of Easies brand Engineering 2014 Apparel Division
2.M.B.A.- Marketing
1.B.Com
2.C.A. October 19,
Operations of K-lounge
10 Pankaj Jain President – Retail Permanent 3.Diploma in Family 33 9 2,726,154 N.A.
stores 2008
Managed Business
Administration
Note:-
 Mr.
Kewalchand P. Jain, Mr. Hemant P. Jain, Mr. Dinesh P. Jain and Mr. Vikas P. Jain are brothers.
 Mr.
Pankaj K. Jain is the son of Mr. Kewalchand P. Jain and the nephew of Mr. Hemant P. Jain, Mr. Dinesh P. Jain and Mr. Vikas P. Jain.
 Gross
Remuneration figures are based on Cost to Company (CTC) as on 31st March 2018 and does not include gratuity to be paid at the time of seperation or
retirement from service.
78

Corporate Governance Report
I. COMPANY’S PHILOSOPHY ON CODE with the applicable provision of Companies Act,

OF CORPORATE GOVERNANCE 2013, SEBI (Listing Obligations and Disclosure

Kewal Kiran Clothing Limited is committed to Requirements) Regulations, 2015 and the
good Corporate Governance in order to enhance applicable regulations and guidelines issued by
stakeholders’ value. Your company believes that Securities and Exchange Board of India. A copy
Corporate Governance is not an end in itself but of the Secretarial Audit Report for the period
a catalyst in the process towards maximization of under review is a part of the Annual Report.
stakeholder value. Your company’s philosophy
on Corporate Governance enshrines the goal II. BOARD OF DIRECTORS
of achieving the highest levels of transparency, Composition of the Board:
accountability and equity in all spheres of The Board of Directors along with its Committees
its operations and in all its dealings with its provides leadership and guidance to your
stakeholders. It is your company’s belief that Company’s management as also direct, supervise
good ethics make good business sense and our and control the performance of the Company.
business practices are in keeping with the spirit of
maintaining the highest level of ethical standards.
The Board of Directors of your company has
an optimum combination of Executive and Non

The SEBI (Listing Obligations and Disclosure Executive Directors. As at March 31, 2018 the
Requirements) Regulations, 2015 provide for Board of Directors comprise of 8 Directors
stricter disclosure and protection of investor rights of which 4 are Independent Non-executive
by listed entities. The regulations are aligned with Directors including 1 Women Director. The
the provisions of the Companies Act, 2013 and Executive Directors of your company have more
are aimed to encourage companies to adapt than two decades of hands on experience in
best practices on Corporate Governance. Our manufacturing and retailing of branded apparels.
Corporate Governance frame work has helped The Non Executive Independent Directors
us be aligned with the Companies Act, 2013 are eminent professionals with wide range of
and the SEBI (Listing Obligations and Disclosure knowledge and experience in various spheres of
Requirements) Regulations, 2015. We believe business and industry, finance and law.
that an active, well informed and independent
Board is necessary to ensure the highest None of the Director on the Company’s Board
standard of Corporate Governance. The Board is a Member of more than ten (10) Committees
of Directors of your company is at the core of and Chairman of more than five (5) Committees
our Corporate Governance practices. The Board (Committees being Audit Committee and
thus overseas your company’s management Stakeholder Relationship Committee) across
functions and protects the long term interest of all the public limited companies in which he/
our stakeholders. she is a Director. All the Director have made
necessary disclosures regarding Committee

In so far as compliance of SEBI (Listing position held by them in other Companies
Obligations and Disclosure Requirements) and do not hold the office of Director in
Regulations, 2015 is concerned, your company more than twenty (20) companies, including
has complied in all material respects with ten (10) public companies. None of the Non-
the requirements of Corporate Governance Executive Independent Director is acting as
specified in the SEBI (Listing Obligations and an Independent Director in more than seven
Disclosure Requirements) Regulations, 2015. (7) listed entities. None of the Non-Executive
Independent Director who is serving as a

Your Company continues to undertake the Whole time Director in a listed entity is acting
Audit of its secretarial records by Practicing as an Independent Director in more than three
Company Secretary in respect of compliance (3) listed entities.
80
The composition of the Board and other relevant details relating to Directors as on March 31, 2018 are given below:
No. of
No. of other Committee
Name of the Director Designation Category of Directorship
Directorship Chairmanship
/ Membership
Mr. Kewalchand P. Jain (DIN – 00029730) Chairman & Managing Director Promoter & Executive 8 1
Mr. Hemant P. Jain (DIN – 00029822) Whole-time Director Promoter & Executive 7 1
Mr. Dinesh P. Jain (DIN – 00327277) Whole-time Director Promoter & Executive 7 0
Mr. Vikas P. Jain (DIN – 00029901) Whole-time Director Promoter & Executive 6 0
Mr. Yogesh A. Thar (DIN – 02687466) Director Independent Non-Executive 0 1
Dr. Prakash A. Mody (DIN – 00001285) Director Independent Non-Executive 1 1
Mr. Nimish G. Pandya (DIN – 00326966) Director Independent Non-Executive 6 2
Ms. Drushti R. Desai (DIN – 00294249) Director Independent Non-Executive 6 8
Note:
Details of other directorships (excluding directorship in Kewal Kiran Clothing Limited)/Committee memberships (including committee
chairmanship/membership in Kewal Kiran Clothing Limited) of all the Directors are given by way of a separate Annexure.
The Committee chairmanship/membership of the Directors is restricted to the chairmanship/membership of Audit Committee and Stakeholders
Relationship and Shareholder/Investor Grievance Committee. Excludes Chairmanship/ Membership in Private Companies, Foreign Companies
and Companies under Section 8 of the Companies Act, 2013.
Number of Board Meetings held and attended by Directors

(i) The meetings of the Board of Directors are scheduled
well in advance. The Board Members are presented in
advance with the detailed agenda in respect of all Board
meetings. During the year under review five (5) meetings
of the Board of Directors were held on the following dates:
April 25, 2017, July 28, 2017, October 14, 2017, January 18,
2018 and March 10, 2018.The Maximum time gap between
any two consecutive meetings did not exceed 120 days.
(ii) The attendance record of each of the Directors at the

Board Meetings during the year ended on March 31, 2018
and during the last Annual General Meeting is as under:
No. of Board Attendance at

Directors
Meetings Attended the last AGM
Mr. Kewalchand P. Jain 5 of 5 Present
Mr. Hemant P. Jain 5 of 5 Present
Mr. Dinesh P. Jain 5 of 5 Present
Mr. Vikas P. Jain 5 of 5 Present
Mr. Yogesh A. Thar 5 of 5 Present
Dr. Prakash A. Mody 3 of 5 Absent
Mr. Nimish G. Pandya 4 of 5 Absent
Ms. Drushti R. Desai 5 of 5 Present

Disclosure of relationship between the Directors inter-se:

Mr. Kewalchand P. Jain, Mr. Hemant P. Jain, Mr. Dinesh P. Jain
and Mr. Vikas P. Jain are brothers.
The Company has put in place
Details of shares held by directors in the company as on March a policy to familiarize the
31, 2018
Independent Directors about the
Name of the Directors Number of shares held
company, its products, business
Mr. Kewalchand P. Jain* 7,06,611
Mr. Hemant P. Jain* 7,07,915 and on-going events relating to
Mr. Dinesh P. Jain* 7,45,831
Mr. Vikas P. Jain* 7,37,821 the Company.
Mr. Yogesh A. Thar Nil
Dr. Prakash A. Mody 336
Mr. Nimish G. Pandya Nil
Ms. Drushti R. Desai Nil
Familiarisation Programme for Independent Directors:-
61,53,000 shares are held by Shantaben P. Jain j/w Kewalchand P. Jain
j/w Hemant P. Jain as trustees of the P.K. Jain Family Holding Trust.
At the time of appointing an Independent Director, a formal letter
*Note: of appointment is given to him/her, which interalia explains the
The said shares held by Mr. K. P. Jain includes 16,000 equity shares role, function, duties and responsibilities expected of him/her
in his capacity of Karta of Kewalchand P. Jain H.U.F and 77,161 shares as an Independent Director of the Company. The Independent
held j/w Veena K. Jain. Director is also explained in detail the Compliance required
from him/her under the Companies Act, 2013, SEBI (Listing
The said shares held by Mr. H.P. Jain includes 16,000 equity Obligations and Disclosure Requirements) Regulations, 2015
shares in his capacity of Karta of Hemant P. Jain H.U.F and and other relevant regulations. The Chairman and Managing
78,400 shares held j/w Lata H. Jain. Director also has one to one discussion with the newly
appointed Independent Director to familiarize him/her with the
The said shares held by Mr. D.P. Jain includes 16,000 equity Company’s operations. Further the Company has put in place
shares in his capacity of Karta of Dinesh P. Jain H.U.F and a policy to familiarize the Independent Directors about the
100,401 shares held j/w Sangeeta D. Jain. company, its products, business and on-going events relating
to the Company.
The said shares held by Mr. V.P. Jain includes 16,000 equity
shares in his capacity of Karta of Vikas P. Jain H.U.F and 92,336 During the financial year 2017-18 the Independent Directors
shares held j/w Kesar V. Jain. have attended familiarization programme conducted by the
company and the web-link for the details of familiarization
programme is http://www.kewalkiran.com/wp-content/
uploads/2018/04/20180412170513579.pdf
Governance Codes:-
Code of Conduct
In line with the company’s objective of following the best
Corporate Governance Standards the Board of Directors
has laid down a Code of Conduct for all Board Members
and Senior Management of the company. The Code is
effective from January 14, 2006. All the Board members
and Senior Management of the Company as on March
31, 2018 have affirmed compliance with their respective
Codes of Conduct in accordance with Regulation 26(3) of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The company has also adopted code for Independent

Directors in the Board meeting held on May 10, 2014
pursuant to Section 149(8) of the Companies Act, 2013
which makes it mandatory for independent directors to
abide by the provisions of the code.
82
Conflict of Interest
Each Director informs the company on an annual basis
about the Board and the Committee positions he/she
occupies in other companies and notifies changes if any
during the year. The Board Members while discharging
their duties, avoid conflict of interest in the decision
making process. The members of the Board neither
participate in any discussions nor vote in any transactions
in which they have any concern or interest.
Insider Trading Code

In accordance with Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015
the company had formulated and approved (i) an Insider
Trading Code to regulate dealings in the securities of
the company by designated persons in compliance
with the regulations and (ii) a policy for fair disclosure of
unpublished price sensitive information and the aforesaid
codes were effective to the company from May 15, 2015.
Mr. Abhijit Warange, Vice President – Legal and Company Roles to include
Secretary is the Compliance Officer for the purpose 1. Oversight of the company’s financial reporting
of Insider Trading Code while Mr. Bhavin Sheth, Chief process and the disclosure of its financial information
Financial Officer is Chief Investor Relations Officer for the to ensure that the financial statement is correct,
purpose of the fair disclosure policy. sufficient and credible.
2.
Recommending to the Board, the appointment,
III. AUDIT COMMITTEE
remuneration and terms of appointment of auditors
Constitution of Audit Committee:
including internal auditors of the company.
The Audit Committee of the Board of Directors is
entrusted with the responsibility to supervise the internal 3.
Approval of payment to statutory auditors for any
control and financial reporting process. The composition, other services rendered by the statutory auditors.
quorum, powers, role and scope of the Committee are
4. Reviewing, with the management, the annual financial
in accordance with Section 177 of the Companies Act,
statements and auditor’s report before submission to
2013 and Regulation 18 of SEBI (Listing Obligations and
the board for approval, with particular reference to:
Disclosure Requirements) Regulations, 2015. All the
members of the Audit Committee are financially literate a. Matters required to be included in the Director’s
and bring in expertise in the field of Finance, Taxation, Responsibility Statement to be included in the
Economics and Risk Management. Board’s report in terms of clause (c) of sub-section
3 of section 134 of the Companies Act, 2013;
The Audit Committee comprises the following members:
b.
Changes if any, in accounting policies and
practices and reasons for the same;
Mr. Yogesh A. Thar, Non Executive- Chairman and Member
Independent Director c.
Major accounting entries involving estimates
Mr. Nimish G. Pandya, Non Member based on the exercise of judgment by
Executive-Independent Director management;
Ms. Drushti R. Desai, Non Executive- Member d.
Significant adjustments made in the financial
Independent Director
statements arising out of audit findings;
Mr. Abhijit B. Warange, Company Secretary acts as the e.
Compliance with listing and other legal
Secretary of the Committee. requirements relating to financial statements;
f. Disclosure of any related party transactions;
The terms of reference of the Audit Committee includes:
g. Modified opinion in the draft audit report.
Powers
1. To investigate any activity within its terms of reference. 5.
Reviewing, with the management, the quarterly
financial statements before submission to the board
2. To seek information from any employee.
for approval.
3. To obtain outside legal or other professional advice.
6. Reviewing, with the management, the statement of
4.
To secure attendance of outsiders with relevant
uses / application of funds raised through an issue
expertise, if it considers necessary.

well as post-audit discussion to ascertain any area of

The Board Members while concern.
discharging their duties, avoid 17. To look into the reasons for substantial defaults in
the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared
conflict of interest in the dividends) and creditors.
decision making process. 18.

To review the functioning of the Whistle Blower
Mechanism.
19.
Approval of appointment of CFO (i.e., the whole-
time Finance Director or any other person heading
the finance function or discharging that function)
(public issue, rights issue, preferential issue, etc.),
after assessing the qualifications, experience and
the statement of funds utilized for purposes other
background, etc. of the candidate.
than those stated in the offer document/prospectus/
notice and the report submitted by the monitoring
20. Carrying out any other function as is mentioned in the
agency monitoring the utilisation of proceeds of
terms of reference of the Audit Committee.
a public or rights issue and making appropriate
recommendations to the Board to take up steps in
The Company has system and procedure in place to
this matter.
ensure that the Audit Committee mandatorily reviews:
7. Review and monitor the auditor’s independence and
1.
Management Discussion and Analysis of financial
performance and effectiveness of audit process.
condition and results of operations;
8.
Approval or any subsequent modification of
2. Statement of significant Related Party Transactions
transactions of the company with related parties.
(as defined by the Audit Committee), submitted by
management;
9. Scrutiny of inter-corporate loans and investments.
3.
Management letters / letters of Internal Control
10. Valuation of undertakings or assets of the company,
weaknesses issued by the Statutory Auditors;
wherever it is necessary.
4.
Internal audit reports relating to Internal Control
11.
Evaluation of internal financial controls and risk
weaknesses; and
management systems.
5. The appointment, removal and terms of remuneration
12.
Reviewing, with the management, performance of
of the Chief Internal Auditor shall be subject to review
statutory and internal auditors, adequacy of the
by the Audit Committee.
internal control systems.
13. Reviewing the adequacy of internal audit function,

if any, including the structure of the internal audit
department, staffing and seniority of the official
heading the department, reporting structure coverage
and frequency of internal audit.
14.
Discussion with internal auditors and secretarial
auditor of any significant findings and follow up there
on.
15. Reviewing the findings of any internal investigations

by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the
matter to the board.
16. Discussion with statutory auditors before the audit

commences, about the nature and scope of audit as
84
Meetings of the Audit Committee:

During the year ended March 31, 2018, four (4) Audit
Committee meetings were held on April 25, 2017, July
28, 2017, October 14, 2017 and January 18, 2018. The
attendance of each Audit Committee member is given
hereunder:
Name of the Audit Committee Member No. of meetings attended
Mr. Yogesh A. Thar 4 of 4

Mr. Nimish G. Pandya 3 of 4
Ms. Drushti R. Desai 4 of 4
Attendees:
At the invitation of the Company, representatives from various
divisions of the company, internal auditors, statutory auditors
and the Chief Financial Officer also attend the Audit Committee
Meeting to respond to queries raised at the Committee
Meetings
IV. NOMINATION AND REMUNERATION To ensure that the remuneration to Directors, Key

COMMITTEE Managerial Personnel and Senior Management
Composition of Committee: involves a balance between fixed and incentive
The Nomination and Remuneration Committee’s pay reflecting short and long–term performance
constitution and terms of reference are in compliance objectives appropriate to the working of the company
with the provisions of Section 178 of the Companies and its goals.
Act, 2013 and Regulation 19 and Part D (Point A) of the
Schedule II of the SEBI (Listing Obligations and Disclosure To carry out evaluation of the performance of

Requirements) Regulations, 2015. Directors, as well as Key Managerial and Senior
Management Personnel.
The Nomination and Remuneration Committee comprises
of the following members: To provide them reward linked directly to their effort,

performance, dedication and achievement relating to
Mr. Nimish G. Pandya, Chairman and the Company’s operations.
Non Executive-Independent Director Member
Mr. Yogesh A. Thar, Member To retain, motivate and promote talent and to ensure

Non Executive-Independent Director long term sustainability of talented managerial
Dr. Prakash A. Mody, Member persons and create competitive advantage.
Non Executive-Independent Director
Ms. Drushti R. Desai, Member To devise policy on diversity of Board of Directors.

To determine whether to extend or continue the

Mr. Abhijit B. Warange, Company Secretary acts as the term of appointment of the independent director on
Secretary of the Committee. the basis of the report of performance evaluation of
independent director.
The terms of reference of Nomination and
Remuneration Committee includes: Meetings of the Nomination and Remuneration
To lay down criteria and terms and conditions with Committee:
regard to identifying persons who are qualified to During the year ended March 31, 2018 one (1) Nomination
become Directors (Executive and Non-Executive) and Remuneration Committee meeting was held on April
and persons who may be appointed in Senior 25, 2017. The attendance of Nomination and Remuneration
Management and Key Managerial positions and to Committee meeting is given hereunder:
determine their remuneration.
To determine remuneration based on the Company’s

size and financial position and trends and practices
on remuneration prevailing in peer companies and in
the industry.

Name of the Nomination and No. of meetings

Remuneration Committee Member attended
Mr. Nimish G. Pandya 1 of 1 The evaluation of the
Mr. Yogesh A. Thar 1 of 1
Dr. Prakash A. Mody 1 of 1 Independent Directors was
Ms. Drushti R. Desai 1 of 1
carried out by the entire Board
Performance Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and and that of the Chairman
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out the annual and the Non- Independent
performance evaluation of individual directors as well as
the evaluation of the working of the Board and Committees Directors was carried out by the
in accordance with the performance evaluation policy. A
structured questionnaire was prepared after circulating
the draft forms, covering various aspects of the Board’s
Independent Directors.
functioning such as composition of the Board and
Committees, experience and competencies, performance
of specific duties and obligations, governance issues, etc.
Revisions, if any in the remuneration of the Executive
The evaluation of the Independent Directors was carried out Directors are deliberated by the Nomination and
by the entire Board and that of the Chairman and the Non- Remuneration Committee of the Board. Based on the
Independent Directors was carried out by the Independent recommendation of the Nomination and Remuneration
Directors. The Directors were satisfied with the evaluation Committee, the Board decides on the revision subject to
results, which reflected the overall engagement of the the shareholders approval.
Board and its Committees with the Company.
Remuneration Policy for Non -Executive Directors:
Remuneration of Directors Non- Executive Directors of a company’s Board of Directors
Remuneration Policy for Executive Directors: can add substantial value to the company through their
The Board of Directors of the company presently comprises contribution to the Management of the company. In
of four Executive Directors namely Mr. Kewalchand P. Jain, addition, they can safeguard the interest of the investors
Chairman and Managing Director, Mr. Hemant P. Jain, Mr. at large by playing an appropriate control role. Non -
Dinesh P. Jain and Mr. Vikas P. Jain, Whole-time Directors. Executive Directors bring in their long experience and
expertise and add substantial value to the deliberations of
The remuneration of the Executive Directors is governed the Board and its Committee.
by the Articles of Association of the company, the
resolution of the Board of Directors and the members. The Criteria of making payment to Non-Executive Directors:
details of the remuneration paid to the Executive Directors Apart from receiving sitting fees for attending the Board
have been detailed hereafter. /Committee meetings the Non Executive Directors have
no other pecuniary relationship or transaction with the
company. The sitting fees paid to the Non Executive
Directors is within the statutory limits prescribed under the
Companies Act, 2013 and the rules made thereunder for
payment of sitting fees without the approval of the Central
Government.
Service contracts, notice period and severance fee:

The appointment of the executive directors is governed by
the Articles of Association of the company, the resolution
of the Board of Directors and the members.
There is no provision for severance fees.
86
Details of sitting fees, remuneration etc. paid to Directors for the year ended March 31, 2018.
Retiral benefits/ Bonuses/

Contribution
Commission payable/ performance
Name of the Directors Sitting Fees Salary to PF and Total
linked incentive/pension/ Stock
Perquisites
options granted
Mr. Kewalchand P. Jain Nil ` 75,00,000 ` 4,89,600 Nil ` 79,89,600
Mr. Hemant P. Jain Nil ` 75,00,000 ` 4,89,600 Nil ` 79,89,600
Mr. Dinesh P. Jain Nil ` 75,00,000 ` 4,89,600 Nil ` 79,89,600
Mr. Vikas P. Jain Nil ` 75,00,000 ` 4,89,600 Nil ` 79,89,600
Mr. Yogesh A. Thar `7,60,000 Nil Nil Nil `7,60,000
Dr. Prakash A. Mody `3,00,000 Nil Nil Nil `3,00,000
Mr. Nimish G. Pandya `6,60,000 Nil Nil Nil `6,60,000
Ms. Drushti R. Desai `7,60,000 Nil Nil Nil `7,60,000
V. STAKEHOLDERS RELATIONSHIP AND Name and Designation of the Compliance Officer:-

SHAREHOLDER/INVESTOR GRIEVANCE Mr. Abhijit B. Warange – Vice President – Legal &
COMMITTEE Company Secretary, who is the Compliance Officer, can
Composition of Committee:- be contacted at, Kewal Kiran Estate, 460/7, I.B. Patel Road,
The Stakeholders Relationship and Shareholder/ Investor Goregaon (East), Mumbai - 400063
Grievance Committee’s constitution and terms of reference Tel: 022-26814400, Fax: 02226814410
are in compliance with the provisions of Section 178 of the E-mail: [email protected]
Companies Act, 2013 and Regulation 20 and Part D (Point
B) of the Schedule II of the SEBI (Listing Obligations and VI. CORPORATE SOCIAL RESPONSIBILITY
Disclosure Requirements ) Regulations, 2015. COMMITTEE
Composition of Committee:

Stakeholders Relationship and Shareholder/Investor The Corporate Social Responsibility (CSR) Committee was
Grievance Committee comprise of the following members: constituted pursuant to Section 135 of the Companies Act,
2013.
Mr. Nimish G. Pandya, Chairman and
Non Executive- Independent Director Member Corporate Social Responsibility Committee comprises of
Mr. Kewalchand P. Jain, Member the following members:
Chairman & Managing Director Mr. Nimish G. Pandya, Chairman and
Mr. Hemant P. Jain, Whole-time Director Member Non Executive-Independent Director Member
Mr. Kewalchand P. Jain, Member
Mr. Abhijit B. Warange, Company Secretary acts as the Chairman & Managing Director
Secretary of the Committee. Mr. Hemant P. Jain, Whole-time Director Member

The terms of reference of Stakeholders Relationship Mr. Abhijit B. Warange, Company Secretary acts as the
and Shareholder/ Investor Grievance Committee are to Secretary of the Committee.
specifically look into the redressal of shareholders and
investors complaints like transfer of shares, non receipt of
balance sheet, non receipt of dividends, etc.
Meetings of the Stakeholders Relationship and

Shareholder/ Investor Grievance Committee:-
During the year ended March 31, 2018 no Stakeholders
Relationship and Shareholder/ Investor Grievance
Committee meeting was held.
Status report of the complaints received and resolved to

the satisfaction of the shareholders/investors during the
year ended March 31, 2018.
No. of complaints received 0

No. of complaints resolved 0
No. of complaints pending 0

The terms of reference of Corporate Social

Responsibility Committee broadly comprises:
1. To review the existing CSR policy and to make it more
comprehensive so as to indicate the activities to be
undertaken by the Company as specified in Schedule
VII to the Companies Act, 2013
2. To provide guidance on various CSR activities to be

undertaken by the Company and to monitor process
3.
To recommend the amount of expenditure to be
incurred on the activities as specified in Schedule VII
to the Companies Act, 2013
4. Monitor the Corporate Social Responsibility Policy of

the company from time to time.
Meetings of the Corporate Social Responsibility

Committee:-
During the year ended March 31, 2018 one (1) Corporate
Risk Management Committee comprises of the following
Social Responsibility Committee meeting was held on
members:
October 14, 2017. The attendance of Corporate Social
Responsibility Committee meeting is given hereunder: Mr. Kewalchand P. Jain, Chairman
Mr. Hemant P. Jain, Whole-time Director Member
Name of the Member of Corporate Social No. of meetings
Responsibility Committee attended Mr. Nimish G. Pandya, Member
Mr. Bhavin Sheth, Chief Financial Officer Member
Mr. Kewalchand P. Jain 1 of 1
Dr. Sanjeev Chauhan, Member &
Mr. Hemant P. Jain 1 of 1
Head - Human Resource Secretary
Mr. Abhijit Warange, Member
The policy on CSR as approved by the Board of Directors Vice President Legal and Company Secretary
has been uploaded on the website of the Company. The
web-link to the CSR Policy is http://kewalkiran.com/wp-
Risk Management Policy:
content/uploads/2015/09/news/CSR%20policy.pdf
The Board has formulated and implemented the Risk
Management policy of the company, as recommended by
VII. RISK MANAGEMENT COMMITTEE
Risk Management Committee.
Composition of Committee:-
Pursuant to Regulation 21 of SEBI (Listing Obligations and
Role and Responsibilities of the Committee includes
Disclosure Requirements) Regulations, 2015 the Company
the following:-
has constituted Risk Management Committee.
Framing of Risk Management Plan and Policy;
Overseeing implementation of Risk Management

Plan and Policy;
Monitoring of Risk Management Plan and Policy;

The Board has formulated Validating the process of risk management;

Validating the procedure for risk minimisation;

and implemented the Risk
Periodically reviewing and evaluating the Risk
Management policy of the Management Policy and practices with respect to risk
assessment and risk management processes;
company, as recommended by
Continually obtaining reasonable assurance from

Risk Management Committee. management that all known and emerging risks have
been identified and mitigated or managed;
88
Performing such other functions as may be necessary

Role and Responsibilities of the Committee includes
or appropriate. the following:-
The Committee is responsible for considering the need
Meetings of the Risk Management Committee:- of borrowing and utilization of the borrowed fund to
During the year ended March 31, 2018 three (3) Risk meet various requirements of the Company. It is also
Management Committee meetings were held on April 17, responsible to determine and balance the debt and equity
2017, July 18, 2017 and January 10, 2018. The attendance of ratio for the benefit of the Company.
Risk Management Committee meeting is given hereunder:
Meetings of the Borrowing Committee:-
Name of the Risk Management Committee No. of meetings During the year ended March 31, 2018 two (2) Borrowing
Member attended Committee meetings were held on August 14, 2017
Mr. Kewalchand P. Jain 3 of 3 and December 26, 2017. The attendance of Borrowing
Mr. Hemant P. Jain 2 of 3 Committee meeting is given hereunder:
Name of the Borrowing Committee No. of meetings
Mr. Abhijit B. Warange 2 of 3
Member attended
Mr. Bhavin Sheth 3 of 3
Dr. Sanjeev Chauhan 3 of 3
Mr. Dinesh P. Jain 2 of 2
VIII. INVESTMENT COMMITTEE Mr. Vikas P. Jain 2 of 2
The Investment Committee comprises of the following
X. INDEPENDENT DIRECTORS MEETING
members:
During the year under review, the Independent Directors
met on March 10, 2018 interalia, to discuss:
Mr. Kewalchand P. Jain, Chairman
Evaluation of performance of Non-Independent

Mr. Hemant P. Jain, Whole-time Director Member Directors and the Board of Directors as a whole
Mr. Dinesh P. Jain, Whole-time Director Member
Mr. Vikas P. Jain, Whole-time Director Member Evaluation of performance of the Chairman of the

Company, taking into account the views of the
The Investment Committee is responsible for investing idle
Executive and Non-Executives Directors
funds of the Company not immediately required for the
business of the company and to monitor the investments
Evaluation of the quality, content and timelines of flow

made for the benefit of the Company.
of information between the Management and the
Board that is necessary for the Board to effectively
Meetings of the Investment Committee:-
and reasonably perform its duties
During the year ended March 31, 2018 one (1) Investment
Committee meeting was held on March 20, 2018. The
The evaluation of the Independent Directors was carried
attendance of Investment Committee meeting is given
out by the entire Board and that of the Chairman and
hereunder:
the Non-Independent Directors was carried out by the
Independent Directors. The Directors were satisfied
Name of the Investment Committee No. of meetings
Member attended
Mr. Dinesh P. Jain 1 of 1
Mr. Vikas P. Jain 1 of 1
IX. BORROWING COMMITTEE

The Borrowing Committee comprises of the following
members:
Mr. Kewalchand P. Jain, Chairman

Mr. Hemant P. Jain, Whole-time Director Member
Mr. Dinesh P. Jain, Whole-time Director Member
Mr. Vikas P. Jain, Whole-time Director Member

with the evaluation results, which reflected the overall of the Audit Committee in exceptional cases. None of the
engagement of the Board and its Committees with the personnel of the Company has been denied access to the
Company. Audit Committee.
XI. VIGIL MECHANISM/WHISTLE BLOWER POLICY XII. RELATED PARTY TRANSACTION POLICY
The Company has adopted the Vigil Mechanism/ Whistle The Company has adopted a Related Party Transaction
Blower Policy pursuant to Section 177(9) of the Companies policy, as recommended by the Audit Committee
Act, 2013 and Regulation 22 of SEBI (Listing Obligations pursuant to Regulation 23 of SEBI (Listing Obligations and
and Disclosure Requirements) Regulations, 2015 under Disclosure Requirements) Regulations, 2015.
which the Directors and employees can report to the
management about the unethical behavior, fraud or The policy on Related Party transactions as approved by
violation of Company’s Code of Conduct. The mechanism the Board of Directors has been uploaded on the website
provides for adequate safeguards against victimization of the Company. The web-link to the Related Party Policy is
of employees and Directors who use such mechanism http://kewalkiran.com/wp-content/uploads/2015/09/
and makes provision for direct access to the Chairman news/Related_party_policy.pdf
The Company has adopted the

Vigil Mechanism/ Whistle Blower
Policy pursuant to Section 177(9)
of the Companies Act, 2013 and
Regulation 22 of SEBI (Listing
Obligations and Disclosure
Requirements) Regulations, 2015
XIII. GENERAL BODY MEETINGS

Location, time and date where the three immediately preceding Annual General Meetings of the company were held are
given below:
Financial
Day & Date Time Venue
Year
2014-15 Monday, August 31, 2015 12.00 M. C. Ghia Hall, Bhogilal Hargovindas Buiding, 4th floor, 18/20, Kaikhushru
noon Dubash Marg (Behind Prince of Wales Museum), Mumbai – 400 001
2015-16 Wednesday, September 12.00 M. C. Ghia Hall, Bhogilal Hargovindas Buiding, 4th floor, 18/20, Kaikhushru
7, 2016 noon Dubash Marg (Behind Prince of Wales Museum), Mumbai – 400 001
2016-17 Thursday, September 7, 12.00 M. C. Ghia Hall, Bhogilal Hargovindas Buiding, 4th floor, 18/20, Kaikhushru
2017 noon Dubash Marg (Behind Prince of Wales Museum), Mumbai – 400 001
Special Resolutions passed in previous three Annual 26th Annual General Meeting: At this meeting there were
General Meetings: no Special Resolutions passed by the members of the
24th Annual General Meeting: At this meeting there were Company.
no Special Resolutions passed by the members of the
Company. Special Resolutions whether passed by Postal Ballot:
No special resolution was passed by postal ballot in the
25th Annual General Meeting: At this meeting there were last year and also no resolution requiring approval of
no Special Resolutions passed by the members of the shareholders by way of postal ballot is proposed to be
Company. passed in the ensuing Annual General Meeting of the
Company.
90
XIV. DISCLOSURES
(i) The Register of Contracts containing the transactions
in which Directors are interested is placed before the
Board regularly for its approval. There are no materially
significant Related Party Transactions which have
potential conflict with the interest of the company at
large. Transactions with related parties are disclosed
separately in note no. 2.41 to the financial statements.
(ii)
No penalties or strictures have been imposed on
the company by the Stock Exchanges or SEBI or any
other Statutory Authority on any matter related to
capital market during the last three years.
(iii)
In the preparation of the financial statement, the
Company has followed the Accounting Standard
referred to in Section 133 of the Companies Act,
2013. The significant accounting policies which are
consistently applied are set out in the notes to the
financial statements. (x) The Company has formulated policy for determination
of materiality of event in terms of Regulation 30 of SEBI
(iv) The Board hereby confirms that no personnel have (Listing Obligations and Disclosure Requirements)
been denied access to the Audit Committee. Regulations, 2015.
(v) The company paid `5,50,260/- by way of professional (xi) The Company has formulated Dividend Distribution
fees to Pandya & Company, Advocates and Notary to policy in terms of Regulation 43A of SEBI
represent the company in a matter before the Hon’ble (Listing Obligations and Disclosure Requirements)
High Court and Hon’ble Small Causes Court. Mr. Regulations, 2015.
Nimish Pandya, Non Executive Independent Director
is the properiotor of Pandya & Co. The Annual dividend consists of few interim dividend
and a final dividend at the year end. The Board
(vi)
The company has complied with all the mandatory of Directors seeks to balance member’s need of
requirements of SEBI (Listing Obligations and Disclosure the returns and company’s requirement of long
Requirements) Regulations, 2015 including Regulation term growth. After meeting internal cash balance
17 to 27 and clauses (b) to (i) of sub-regulation (2) of towards any strategic investments, the Company will
regulation 46 of SEBI (Listing Obligations and Disclosure endeavor to return the rest of the free cash generated
Requirements) Regulations, 2015. Adoption of non to shareholders through regular dividend.
mandatory requirements of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is The said policy as approved by the Board of Directors
reviewed by the Board from time to time. has been uploaded on the website of the Company.
The web-link to the Dividend Distribution Policy is
(vii)
Half yearly declaration of financial performance http://kewalkiran.com/wp-content/uploads/2016/
including summary of the significant events in last six policy/dividend.pdf.
months was sent to shareholders.
XV. MEANS OF COMMUNICATION
(viii)
In terms of Regulation 17(8) of the SEBI (Listing The Annual Financial Results of the company for the
Obligations and Disclosure Requirements) financial year ended March 31, 2018 are published in
Regulations, 2015 Mr. Kewalchand P. Jain, Chairman The Economic Times, Business Standard, Mint, The Free
& Managing Director and Mr. Bhavin Sheth, Chief Press Journal and Navshakti. The results of the company
Financial Officer have furnished certificate to the are normally published in The Economic Times, Business
Board in the prescribed format for the year ended Standard, Mint and Lokmat. The financial results and other
March 31, 2018. information are displayed on the company’s website
viz. www.kewalkiran.com. The company also displays
(ix) The Company has formulated policy on archival and official news releases on its website for the information
preservation of documents in terms of Regulation of its shareholders/investors. Even presentations made to
9 of SEBI (Listing Obligations and Disclosure institutional investors have been hosted on the website of
Requirements) Regulations, 2015. the company.

The company does not have the system of intimating d) Dividend payment date:
shareholders individually of its quarterly results. However, Dividend if declared by the shareholders will be made
investors/shareholders desirous of getting the quarterly payable on or after September 7, 2018.
audited results are given copies thereof after consideration
of results by the Board and publication in newspapers. In e) Listing on Stock Exchanges:
the current year the company has send financial snap shot The Equity Shares of the company got listed on April
of its half yearly results to its shareholders in line with its 13, 2006 and continue to be listed at the following
continued thrust for better Corporate Governance. The Stock Exchanges:
company will make sincere attempt to continue this trend
in the years ahead.
The BSE Limited, Mumbai, Phiroze Jeejeebhoy
Towers, Dalal Street, Mumbai: 400 001.
The Management discussion and Analysis Report forms a
part of the Annual Report.
National Stock Exchange of India Limited,
Exchange Plaza, Bandra Kurla Complex, Bandra (E),
XVI. GENERAL SHAREHOLDERS’ INFORMATION Mumbai: 400 051.
a) Annual General Meeting:
Day, Date and Time Note:
Tuesday, September 4, 2018 at 12.00 noon. Listing fees as applicable has been paid to both the
stock exchanges i.e BSE Limited and National Stock
Venue Exchange of India Limited.
M. C. Ghia Hall, Bhogilal Hargovindas Building,
4th floor, 18/20, Kaikhushru Dubash Marg (Behind f) Stock Code/Symbol:
Prince of Wales Museum), Mumbai - 400 001. The BSE Limited 532732
The National Stock Exchange of KKCL
b) Financial Year: April 1, 2017 to March 31, 2018 India Limited
c) Dates of Book Closure: September 1, 2018 to ISIN No. INE401H01017
September 4, 2018 (both days inclusive).
g) Market Price Data:

The monthly high and low quotations of the company’s shares traded on the BSE Limited and the National Stock
Exchange of India Limited during the financial year 2017-2018 are as under:
BSE NSE
Months
High Low High Low
April 17 1855.00 1,645.00 2,006.80 1,650.00
May 17 1,848.95 1,686.00 1,882.20 1,679.00
June 17 1,750.00 1,670.00 1,749.00 1,635.60
July 17 1,860.00 1,703.00 1,839.00 1,695.00
August 17 1,720.00 1,575.00 1,706.00 1,607.00
September 17 1,740.00 1,622.00 1,797.00 1,601.00
October 17 1,980.00 1,600.00 2,008.80 1,605.50
November 17 1,940.00 1,800.00 1,950.00 1,826.00
December 17 1,910.00 1,832.00 1,930.00 1,836.25
January 18 2,199.95 1,680.00 2,143.50 1,690.00
February 18 1,715.00 1,500.00 1,728.50 1,530.65
March 18 1,624.15 1,442.00 1,630.00 1,439.00
92
h) Performance in comparison to broad based indices:
38,000 2,300
2,200
36,000
2,100
BSE Share Price

BSE Sensex
34,000 2,000
1,900
32,000 1,800
1,700
30,000
1,600
28,000 1,500
Apr-17
May-17
Jun-17
Jul-17
Aug-17
Sep-17
Oct-17
Nov-17
Dec-17
Jan-18
Feb-18
Mar-18
BSE Share Price High BSE Sensex
11,800 2,300
2,200
11,300
2,100
NSE Share Price

10,800
2,000
NSE Nifty
10,300 1,900
1,800
9,800
1,700
9,300
1,600
8,800 1,500
Apr-17
May-17
Jun-17
Jul-17
Aug-17
Sep-17
Oct-17
Nov-17
Dec-17
Jan-18
Feb-18
Mar-18
NSE Share Price High NSE Nifty
i) Registrar & Share Transfer Agents:

has delegated the authority for approving transfer,
Link Intime India Private Limited
transmission, etc. of the Company’s securities to the
C-101, 247 Park,
Managing Director and/or Company Secretary. A
L.B.S. Marg, Vikhroli (West),
summary of transfer/transmission of securities of the
Mumbai-400083
Company so approved by the Managing Director/
Tel: +91 22 49186000
Company Secretary is placed at every Board meeting
Fax: +91 22 49186060
/ Share Transfer Committee meeting. The Company
Email: [email protected]
obtains from a Company Secretary in Practice half-
yearly certificate of compliance with the share
transfer formalities as required under Regulation
j) Share Transfer System:
40(9) of SEBI (Listing Obligations and Disclosure
Share transfers are processed and share certificates
Requirements) Regulations, 2015 and files a copy of
duly endorsed are delivered within a period of fifteen
the said certificates with stock exchange(s).
days from the date of receipt, subject to documents
being valid and complete in all respects. The Board

k) Distribution Pattern of shareholding as on March 31, 2018:

Number of Number of shares
No of equity shares % of shareholders % of shareholding
shareholders held
1–500 4969 97.40 167722 1.36
501–1000 41 0.80 31443 0.26
1001–2000 23 0.45 35955 0.29
2001–3000 15 0.29 35035 0.28
3001–4000 1 0.02 3157 0.03
4001–5000 6 0.12 26273 0.21
5001–10000 13 0.25 87451 0.71
10001 & above 34 0.67 11938001 96.86
Total 5102 100 12325037 100
Shareholding Pattern as on March 31, 2018:

Category No. of Shares % to total
Indian Promoters 9151473 74.25
Mutual Funds 1152844 9.35
Foreign Portfolio Investor(Corporate) 1469916 11.93
Investor Education and Protection Fund (IEPF) 206 0.00
NRI 14777 0.12
Bodies Corporate 145853 1.19
Independent Director 336 0.00
Clearing Members 1515 0.01
Office Bearers 640 0.01
HUFs 27221 0.22
Public 358874 2.91
Banks / FI 1382 0.01
Total 12325037 100.00
Shareholding pattern graph as on March 31, 2018
Clearing Office
Members - 0.01 Bearers - 0.01
Bodies HUFs - 0.22

Corporate - 1.19
Public - 2.91
NRI - 0.12
Banks / FI
Foreign - 0.01
Portfolio
Investor Indian
(Corporate) - Promoters
11.93 - 74.25
Mutual
Funds
- 9.35
l) Dematerialisation of Equity Shares:

The shares of the company are compulsorily traded in dematerialised form and are available for trading under both
the Depository Systems – NSDL (National Securities Depository Limited) and CDSL (Central Depository Services (India)
Limited). 99.99% of total equity shares of the company are held in dematerialised form with NSDL & CDSL as on
March 31, 2018.
94
Liquidity:- Mumbai
Kewal Kiran Clothing Limited’s shares are actively traded Synthofine Estate,
on BSE Limited and The National Stock Exchange of Opp Virwani Industrial Estate
India Limited. Goregaon (East), Mumbai: 400 063
71-73, Kasturchand Mill Estate
m) Outstanding GDRS/ADRS/Warrants or any
Bhawani Shankar Road,
Convertible Instruments conversion date and likely
Dadar (West), Mumbai; 400 028
impact on equity:
The company has not issued any GDRs/ADRs/
p) Address for Investor Correspondence:
Warrants or any Convertible Instruments.
Shareholding related queries
Link Intime India Private Limited
n) Commodity price risk or foreign exchange risk and
C-101, 247 Park,
hedging activities:
L.B.S. Marg, Vikhroli (West),
Your Company is not having much exposure to
Mumbai-400083
foreign exchange and there is a natural hedging partly
Tel: +91 22 49186000
available in terms of exports made by the company.
Fax: +91 22 49186060
In respect of price risk of raw material used for
manufacturing purposes the same is taken care of as
per industry requirements.
General Correspondence
Kewal Kiran Estate,
o) Plant Locations:
Behind Tirupati Udyog,
Vapi
460/7, I.B. Patel Raod,
Plot No. 787/1/2A/3, 40, shed
Goregaon (East), Mumbai: 400 063
IInd Phase, G.I.D.C
Tel: +91 22 26814400
Vapi: 396 195
Fax: +91 22 26814410
Gujarat
Website: www.kewalkiran.com
Daman
697/3/5/5A/13, Near Maharani Estate,
An exclusive id, [email protected]
Somnath Road, Dhabel
for redressal of investor complaints has been created
Daman: 396 210
and the same is available on company’s website
www.kewalkiran.com

Annexure to Corporate
Governance
Details of other directorships and committee memberships of all directors
[1] BODIES CORPORATE OF WHICH MR. KEWALCHAND P. JAIN IS A CHAIRMAN/DIRECTOR

Name of the Company Board Position Held
Enlighten Lifestyle Limited Chairman

Kewal Kiran Management Consultancy Limited Chairman
Kewal Kiran Media and Communication Limited Chairman
Kewal Kiran Realtors and Infrastructures Private Limited Chairman
Kewal Kiran Finance Private Limited Chairman
White Knitwears Private Limited Director
Lord Gautam Charitable Foundation Chairman
Porwal Jain Foundation Director
Committee Memberships
Name of the Company Name of the Committee Position Held
Kewal Kiran Clothing Limited Stakeholders Relationship and Shareholder/ Investors Grievance Member
Committee
[2] BODIES CORPORATE OF WHICH MR. HEMANT P. JAIN IS A CHAIRMAN/ DIRECTOR

Enlighten Lifestyle Limited Director

Kewal Kiran Management Consultancy Limited Director
Kewal Kiran Media and Communication Limited Director
Kewal Kiran Realtors and Infrastructures Private Limited Director
Kewal Kiran Finance Private Limited Director
Lord Gautam Charitable Foundation Director
Kewal Kiran Clothing Limited Stakeholders Relationship and Shareholder/ Investors Grievance Member
Committee
[3] BODIES CORPORATE OF WHICH MR. DINESH P. JAIN IS A CHAIRMAN/DIRECTOR


Synthofine Chemicals of India Limited Director
96

[4] BODIES CORPORATE OF WHICH MR. VIKAS P. JAIN IS A CHAIRMAN / DIRECTOR


[5] BODIES CORPORATE OF WHICH MR. YOGESH A. THAR IS A CHAIRMAN/ DIRECTOR

NIL NIL
Kewal Kiran Clothing Limited Audit Committee Chairman
[6] BODIES CORPORATE OF WHICH DR. PRAKASH A. MODY IS A CHAIRMAN/ DIRECTOR

Unichem Laboratories Limited Chairman
Committee Memberships:
Unichem Laboratories Limited Stakeholder Relationship Committee Member
[7] BODIES CORPORATE OF WHICH MR. NIMISH G. PANDYA IS A CHAIRMAN/ DIRECTOR

Corvus Sports Private Limited Director

Streamcast Studios Private Limited Director
Streamcast Media Private Limited Director
Streamcast Education Services Private Limited Director
Streamcast Logitech Private Limited Director
Streamcast Cloud Private Limited Director

Kewal Kiran Clothing Limited Stakeholders Relationship and Shareholder/ Chairman

Investors Grievance Committee
Kewal Kiran Clothing Limited Audit Committee Member
[8] BODIES CORPORATE OF WHICH MS. DRUSHTI R. DESAI IS A CHAIRMAN/DIRECTOR

Globallogic Technologies Limited Director

Globallogic India Limited Director
Chemfab Alkalis Limited (Formerly known as Teamec Chlorates Limited) Director
MT Educare Limited Director
Narmada Gelatines Limited Director
Kruti Finance and Holdings Private Limited Director
Globallogic Technologies Limited Audit Committee Chairman

Globallogic India Limited Audit Committee Chairman
MT Educare Limited Audit Committee Chairman
Kewal Kiran Clothing Limited Audit Committee Member
Narmada Gelatines Limited Audit Committee Member
Chemfab Alkalis Limited (Formerly known as Teamec Chlorates Limited) Audit Committee Member
MT Educare Limited Stakeholder Relationship Committee Member
Chemfab Alkalis Limited (Formerly known as Teamec Chlorates Limited) Stakeholder Relationship Committee Chairman
98
Auditors’ Certificate on Corporate Governance

To
The Members of Kewal Kiran Clothing Limited
We have examined the compliance of conditions of Corporate Governance by Kewal Kiran Clothing Limited (the ‘Company’), for
the year ended March 31, 2018, as per the relevant provisions of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).
The compliance of conditions of Corporate Governance is the responsibility of the management of the Company. This
responsibility includes the design, implementation and maintenance of internal control and procedures to ensure the compliance
with the conditions of the Corporate Governance stipulated in Listing Regulations.
Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring
compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
We have examined the books of account and other relevant records and documents maintained by the Company for the
purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.
We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification
of Corporate Governance issued by the Institute of the Chartered Accountants of India (the ICAI), the Standards on Auditing
specified under Section 143(10) of the Companies Act 2013, in so far as applicable for the purpose of this certificate and as per
the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the
ethical requirements of the Code of Ethics issued by the ICAI. We have complied with the relevant applicable requirements of the
Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information
and Other Assurance and Related Services Engagements.
Based on our examination of the relevant records and according to the information and explanations given to us, we certify that
the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Regulations.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
For and on behalf of
Khimji Kunverji & Co
Chartered Accountants
ICAI Firm Registration Number: 105146W
Hasmukh Dedhia
Partner
Membership Number: 033494
Mumbai
Date: July 21, 2018
Certificate of Compliance with the Code of Conduct

I, Kewalchand P. Jain, Chairman & Managing Director of the company, hereby declare that the company has adopted a Code of
Conduct for its Board Members and Senior Management and a code for Independent Directors, in terms of Regulation 17(5) of
SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and the Board Members and Senior Management
have affirmed compliance with the said Code of Conduct of board of directors and senior management.
For and on behalf of the Board

Kewalchand P. Jain
(DIN: 00029730)
Place : Mumbai
Date : April 23, 2018

Business Responsibility Report
SECTION A: GENERAL INFORMATION ABOUT THE COMPANY

No. Particulars Company Information
1 Corporate Identity Number (CIN) of the Company L18101MH1992PLC065136

2 Name of the Company Kewal Kiran Clothing Limited
3 Registered address Kewal Kiran Estate, 460/7, I.B. Patel Road, Near Western
Express Highway, Goregoan(East) Mumbai: 400063
4 Website http://www.kewalkiran.com/
5 E-mail id [email protected]
6 Financial Year reported Year ended on March 31, 2018 (FY18)
7 Sector(s) that the Company is engaged in Apparels- NIC code 141- Manufacturing of wearing apparels,
(industrial activity code-wise) except fur apparels
8 List three key products/services that the Product includes Garment under its 4 iconic brands i.e.
Company manufactures/provides (as in balance Killer, Easies, LawmanPg3 and Integriti, and also extensive
sheet) range of branded Lifestyle Accessories
9 Total number of locations where business activity
is undertaken by the Company
9.1 Number of International Locations KKCL does not have any manufacturing unit outside India
9.2 Number of National Locations Manufacturing facilities at Vapi, Daman and Mumbai
10 Markets served by the Company – Local/State/ Company serves Local, State, National & International
National/International markets
SECTION B: FINANCIAL DETAILS OF THE COMPANY

1 Paid up Capital (INR) 1232.50 lakhs (12,325,037 equity shares of ` 10 each)

2 Total Turnover (INR) 45696.89 lakhs
3 Total profit after taxes (INR) 7,325.25 lakhs
4 Total Spending on Corporate Social 247.00 lakhs which is 3.37% of profit after tax
Responsibility (CSR) as percentage of profit after
tax (%)
5 List of activities in which expenditure in 4 above Education for needy People
has been incurred Promoting Health care
Rehabilitate sick and needy animals
Health care for needy People
SECTION C: OTHER DETAILS

1. Does the Company have any Subsidiary Company/ Companies?
No the company doesn’t have a subsidiary although it has an associate company called White Knitwear
Private Limited (WKPL).
2. Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent company? If
yes, then indicate the number of such subsidiary company(s)
Not applicable since the company doesn’t have any subsidiary company.
100
3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the
BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%,
More than 60%]
The company has not mandated any entities e.g. suppliers, distributors etc. of the Company for participating in the BR
initiatives of the Company.However going forward company will encourage them to adopt BR initiatives of the company.
SECTION D:BUSINESS RESPONSIBILITY (BR) INFORMATION

1. Details of Director/Directors responsible for BR
a. Details of the Director/Directors responsible for implementation of the BR policy/policies
1 DIN Number 00029730

2 Name Kewalchand Pukhraj Jain
3 Designation Chairman and Managing Director
b. Details of BR head
1 DIN Number 00029730

2 Name Kewalchand Pukhraj Jain
3 Designation Chairman and Managing Director
4 Telephone number 022-26814400
5 E-mail id [email protected]
2. Principle-wise (as per National Voluntary Guidelines (NVGs)) Business Responsibility Policy/policies
Principle 1: Ethics, Transparency and Accountability [P1]
Principle 2: Products Lifecycle Sustainability [P2]
Principle 3: Employees’ Well-being [P3]
Principle 4: Stakeholder Engagement [P4]
Principle 5: Human Rights [P5]
Principle 6: Environment [P6]
Principle 7: Policy Advocacy [P7]
Principle 8: Inclusive Growth [P8]
Principle 9: Customer Value [P9]
a. The response regarding the above 9 principles (P1 to P9) is given below
No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 Do you have a policy/ policies for.... Y Y Y Y Y Y Y Y Y

2 Has the policy been formulated in consultation with the Y Y Y Y Y Y Y Y Y
relevant stakeholders?
3 Does the policy conform to any national / international All the policies are compliant with respective principles of
standards? If yes, specify. NVG guidelines
4 Has the policy been approved by the Board? Y Y Y Y Y Y Y Y Y
Is yes, has it been signed by MD/ owner/ CEO/ appropriate Y Y Y Y Y Y Y Y Y
Board Director?

5 Does the company have a specified committee of the Board/ Y Y Y Y Y Y Y Y Y

Director/ Official to oversee the implementation of the
policy?
6 Indicate the link for the policy to be viewed online? http://www.kewalkiran.com/policies/
7 Has the policy been formally communicated to all relevant Yes. All policies are communicated to internal stakeholders
internal and external stakeholders? and are available on internal network. Policies applicable to
external stakeholders are available on the Company’s website
8 Does the company have in-house structure to implement the Yes. There is an in-house structure with clearly defined roles
policy/policies and responsibilities that are periodically reviewed.
9 Does the Company have a grievance redressal mechanism Y Y Y Y Y Y Y Y Y
related to the policy/policies to address stakeholders’
grievances related to the policy/policies?
10 Has the Company carried out independent audit/evaluation While the company has not carried out independent audit of
of the working of this policy by an internal or external the policies, the internal audit function periodically looks at
agency? the implementation of the policies.
b. If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options)
1 The company has not understood the Principles

2 The company is not at a stage where it finds itself in
a position to formulate and implement the policies on
specified principles
3 The company does not have financial or manpower Not applicable
resources available for the task
4 It is planned to be done within next 6 months
5 It is planned to be done within the next 1 year
6 Any other reason (please specify)
3. Governance related to Business Responsibility (BR):

No. Questions Information
1 Frequency of review, by the BR Committee to assess the The management of the company periodically accesses the BR
BR performance. Within 3 months, 3-6 months, Annually, performance of the company
More than 1 year
2 Does the Company publish a BR or a Sustainability This is the second Business Responsibility Report of the company
Report? What is the hyperlink for viewing this report? How and the company would publish BRR annually.
frequently it is published?
SECTION E: PRINCIPLE-WISE PERFORMANCE a. Whistle Blower Policy – To provide an avenue for directors
Principle 1: Businesses should conduct and govern and employees to inform about any wrongdoing in the
themselves with Ethics, Transparency and Accountability company and reassurance that they will be protected from
Business with ethics evokes the feeling of trust in the minds reprisals or victimization for whistle blowing.
of its stakeholders. At Kewal Kiran Clothing Limited (KKCL),
we have always traversed the ethical growth path guided by b.
Policy for Determining Materiality of Events and
a principled leadership team, robust governance mechanisms Information – The objective of this Policy is: (a) to ensure
and transparent accounting platforms. This has helped us to disclosure of any event or information which, pursuant to
boost shareholder trust, gain competitive advantage as well as SEBI regulations is material, (b) to determine whether an
remain responsible towards our employees, our communities event or information is material or not, and (c) to ensure
and the environment. timely, accurate, uniform and transparent disclosure.
To ensure that these principles translate into consistent c. Code of Conduct for Directors and Senior Management –
practice, the below enablers lead us towards high standards To ensure, interalia, protection of confidential information,
of business conduct. preventing conflict of interest, ensuring that anti-bribery
102
and corruption laws are complied with, and ensure intended to facilitate open and structured discussions
compliance with all the applicable laws, regulations and on sexual harassment complaints, and to ensure their
Company’s policies. resolution in a fair and justified manner. All employees
(permanent, contractual, temporary, trainees) are covered
d. Company’s Code of Conduct on (prevention of) Insider under this policy. During the year under review, there
Trading – In order to protect the interest of investors, the were no complaints reported to the ICC.
company has mechanism to prevent insider trading and
protect unpublished price sensitive information (UPSI). Anti-bribery and anti-corruption policy – KKCL is
f.
committed to the prevention, deterrence and detection
Policy on prevention of sexual harassment – The
e. of fraud, bribery and all other corrupt and unethical
Company has instituted processes and mechanisms business practices. It is our policy to conduct our business
to ensure that issues relating to sexual harassment are activities with honesty, integrity, and the highest possible
effectively addressed. In terms of the Sexual Harassment ethical standards while vigorously enforcing our business
of Women at Workplace (Prevention, Prohibition and practice of not engaging in bribery or corruption across
Redressal) Act, 2013, Internal Complaints Committees our operations.
(ICC) has been constituted. These Committees are
Information with reference to BRR framework:

1.1 Does the policy relating to ethics, bribery and corruption cover The Code of Conduct of KKCL provides guidelines on ethics, bribery
only the Company? Yes/ No. Does it extend to the Group/ Joint and corruption. It is binding to all KKCL’s senior management and
Ventures/ Suppliers/Contractors/ NGOs /Others? employees. The guidelines are also communicated to most of our key
associates to encourage fair practices in all activities.
1.2 How many stakeholder complaints have been received in the Two complaints were pending at the end of the financial year before
past financial year and what percentage was satisfactorily the District Consumer Forum and the same will be decided in due
resolved by the management? If so, provide details thereof, in course in accordance the provisions of the law for the time being in
about 50 words or so. force.
Principle 2: Businesses should provide goods and services in such a manner, so as to ensure safety of all concerned,
that are safe and contribute to sustainability throughout compliances with environmental regulations and preservation
their life cycle of natural resources. The Company provides a safe and healthy
The Company’s strategic intent to create enduring value by workplace focussing on creating right safety culture across the
investing in its strong and competitive capabilities in R&D, organisation and aims to achieve ultimate goal of zero injuries
innovation and technology and an array of institutional to all its employees and all stakeholders associated with the
strengths including deep consumer insights, brand building Company’s operations.
capability, trade marketing and distribution infrastructure,
focus on quality and world-class manufacturing practices, Waste Management – The principles underlying waste
strong rural linkages and outstanding human resources. separation are:
to reduce the volume of hazardous waste,
The Company endeavours to embed the principles of to maintain safety standards during handling,
sustainability, as far as practicable, into the various stages transportation and treatment,
of product or service life-cycle. This involves an end-to-end to eliminate the need for waste separation at disposal
analysis of the product, taking into account all raw materials, sites, and
transport, production processes, usage and disposal of the to facilitate the recycling process.
product.
ISO certifications – the Company possess product quality and
The company has continuously achieved reduction in specific environmental certifications vindicating the value of brand.
energy consumption, and increased share of renewable The Company’s products are benchmarked against high class
energy sources. quality levels and all its manufacturing units are certified ISO
9001: 2008 and also the Vapi unit is additionally certified ISO
Environment, Health and Safety – the company has 14001: 2004.
consciously followed the importance of environmentally clean
and safe operations. Our policy requires conduct of operations


2.1 List up to 3 of your products or services whose design has Although the company has not designed any product taking into
incorporated social or environmental concerns, risks and/ or concern socio-environment factors however it has made efforts
opportunities. to reduce carbon footprints by taking several measures and used
alternate sources of energy effectively and also taken utmost care to
produce quality products.
2.2 Does the company have procedures in place for sustainable The company doesn’t have prescribed mechanism for sustainable
sourcing (including transportation)? souring however it endeavours to source the raw materials
sustainably.
2.3 Has the company taken any steps to procure goods The company as of now is not procuring any goods and services
and services from local and small producers, including from the local communities although it is constantly working for the
communities surrounding their place of work? capacity development of the surrounding coterie.
2.4 Does the company have a mechanism to recycle products and The Company has always strived to reduce waste associated with its
waste? If yes what is the percentage of recycling of products products and try to recycle it as far as possible.
and waste
Principle 3: Businesses should promote the wellbeing of all handle any such untoward situation, if any in the company.
employees
Physical health and fitness are important elements of A zero-tolerance approach is adopted towards issues
employee well-being and to facilitate this, the company concerning discrimination on the grounds of race, religion,
arranged several programs to make the employees health and gender, age, sexual or any disability.
fitness conscious. In order to do that we had organized Eye
Check Up, Body Mass Index (BMI) camp for employees across Company always emphasises on ‘Knowledge’ as a key
all operating locations. differentiator, wherein we undertake continuous efforts
for creating an environment of continuous learning which
Protection of employees from employment injury is a equips employees with knowledge and skills aligned to the
major continuing objective. We continue to enhance safety Company’s strategic objectives and business goals.
and security at the workplace by prescribing policies and
procedures, creating awareness and imparting trainings. We never miss any single opportunity of enjoying the festivals
and special days at KKCL family. We organizes fun-centric
We proudly say that our office environment is free from activities and contests on various occasions such as Diwali,
harassment of any nature. We had undertaken several Dussehra, X-mas, Rakshabandhan, Women’s Day etc. to boost
measures for creating awareness through POSH and other the employee morale and enhance bonding between cross
Training programmes for the employees, managers and ICC functional teams.
officer members to educate and equip them to effectively

3.1 Please indicate the Total number of employees. 2144

3.2 Please indicate the Total number of employees hired on temporary/contractual/casual basis. 727
3.3 Please indicate the Number of permanent women employees. 202
3.4 Please indicate the Number of permanent employees with disabilities None
3.5 Do you have an employee association that is recognized by management. None
3.6 What percentage of your permanent employees is members of this recognized employee association? Not applicable
3.7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the
last financial year and pending, as on the end of the financial year.
No of complaints filed during the No of complaints pending as on

No. Category
financial year end of the financial year
3.7.1 Child labour/forced labour Nil Nil
3.7.2 Involuntary labour Nil Nil
3.7.3 Sexual harassment Nil Nil
3.7.4 Discriminatory employment Nil Nil
104
3.8. What percentage of your under mentioned employees 4.2 Out of the above, has the Company identified the
were given safety & skill up- gradation training in the last disadvantaged, vulnerable & marginalised stakeholders?
year? As a responsible corporate citizen, we try to contribute for
social and environmental causes on a regular basis for the
% trained on Safety & upliftment of the society as a whole.
No. Employee Categories
Skill up-gradation
a Permanent employees 40% 4.3 Are there any special initiatives taken by the Company
b Permanent women employees 65% to engage with the disadvantaged, vulnerable and
c Contract employees 35%
marginalised stakeholders? If so, provide details thereof,
in about 50 words or so.
d Employees with disabilities Not applicable
For socio-economically disadvantaged sections of the
society, the Company through it CSR programmes has
Principle 4: Businesses should respect the interests of and
donated funds to various trust and foundation for CSR
be responsive towards all stakeholders, especially those
activities like eradicating hunger, poverty and malnutrition,
who are disadvantaged, vulnerable and marginalized.
promoting health care, rehabilitated sick and needy
We strive hard with passion to meet and set industry
animals and education for needy people.
benchmarks in our systems and processes to ensure insightful
experiences for our stakeholders. We are accountable towards
Beside this the safety of workers is of utmost importance
all our stakeholders. We are liberal and committed in giving
and a culture of safety is brought in, not just for the
back to the society. We always work together for the upliftment
Company’s employees but also for the other stakeholders.
of the society as a whole.
The initiatives adapted at all the units resulted in curtailing
fatalities to one fatality in the last financial year.
KKCL recognises employees, business associates (network
of suppliers, stockists and dealers), customers, shareholders/
Principle 5: Businesses should respect and promote human
investors and communities surrounding our operations and
rights
regulating authorities as key stakeholders. The Company
Human rights are fundamental rights and we adhere to
continues its engagement with them through various
this principle in the most earnest spirit. Confirming our
mechanisms such as consultations with local communities,
commitment is our Human Rights Policy which spans various
supplier/vendor meets, customer/employee satisfaction
principles ranging from freedom of association to freedom
surveys, investor forums, etc.
from harassment, and applies across our operations.
The Company consistently contributes to socially responsible
Not only our intentions, but also our actions are compliant
activities. Corporate Social Responsibility (CSR) at Kewal Kiran
with all the statutory laws and regulations. In the financial year,
Clothing Limited portrays the deep symbiotic relationship that
there were no human rights violation complaints relating either
the group enjoys with the communities it is engaged with.
to child, forced and involuntary labour, or sexual harassment /
discriminatory employment, against the Company.
4.1 Has the Company mapped its internal and external
KKCL respects and promotes human rights for all individuals.
stakeholders? Yes/No
The Company’s commitment to human rights and fair treatment
Yes, the company has mapped its internal and external
is set in its Policy on Human Rights. The policy provides to
stakeholders into following categories:
conduct the operations with honesty, integrity and openness
1. Employees and their families,
with respect for human rights and interests of employees.
2. Local community and society,
3. Customers and their families,
KKCL supports freedom of association and collective
4. Investors and Shareholders,
bargaining as a part of our commitment to support the fair and
5. Dealers, suppliers and other business partners,
equitable treatment of our workers. All workers, regardless of
6. Government and Regulators,
rank or job grade, have the right to form and join trade unions
7. Environment and regulatory authorities, Financial
of their choice, and to bargain collectively. This approach helps
Institutions and related service providers.
in building, strengthening and sustaining harmonies between
employer and the employees.


5.1 Does the policy of the Company on human rights cover only The Company’s Anti sexual harassment policy applies to all KKCL
the Company or extend to the Group/Joint Ventures/Suppliers/ employees, customers, vendors, consultants, and anyone else doing
Contractors/NGOs/Others? business on the company premises, as well as those involved in
activities in which company’s name is associated.
5.2 How many stakeholder complaints have been received in Two complaint were pending at the end of the financial year before
the past financial year and what percent was satisfactorily the District Consumer Forum and the same will be decided in due
resolved by the management? course in accordance the provisions of the law for the time being in
force.
Principle 6: Business should respect, protect, and make company has not mandated its applicability to its group
efforts to restore the environment companies and suppliers although it encourage the
KKCL has been working systematically to reduce its impact on adoption of best environmental practices.
the Environment. We take seriously our impact on the natural
resources in the communities where we operate and have put 6.2 Does the company have strategies/ initiatives to
in place measures to not merely comply with regulations but address global environmental issues such as climate
to responsibly take care of the Planet, preserve its beauty and change, global warming, etc? Y/N. If yes, please give
resources for future generations. hyperlink for webpage etc.
The company possesses product quality and
Clean air, fresh water, rich biodiversity and abundant natural environmental certifications vindicating the value of
resources is imperative to human health and well-being. brand. The Company’s products are benchmarked against
At KKCL we are aware of the environmental challenges high class quality levels and all its manufacturing units
that resource depletion pose and are converting them into are certified ISO 9001: 2008 and also the Vapi unit is
business opportunities by taking systematic conservation additionally certified ISO 14001: 2004.
measures. Reducing our dependence on scarce resources is
not only easing the pressure on the planet but also improving 6.3 Does the company identify and assess potential
our operational cost. environmental risks? Y/N
The company doesn’t have any mechanism regarding
Measures for carbon footprint reduction – The practice of assessment of potential environment risks however
monitoring of the air conditioning equipment was adopted company has initiated several measures to conserve our
at all the factories, offices which resulted in both improved fossil fuels consumptions.
performance and energy saving. At a number of locations,
wherever the air conditioners were very old, or working for 6.4 Does the company have any project related to Clean
long periods, they were replaced by the modern energy Development Mechanism? If so, provide details thereof,
efficient 5 Star Split air conditioners. This added to the energy in about 50 words or so. Also, if Yes, whether any
savings. environmental compliance report is filed?
The Company has not undertaken any project related to
Lighting Energy Conservation measures adopted by checking Clean Development Mechanism however the Company
illumination levels at all locations, excess lights were removed has been working systematically to reduce its impact on
and lights were switched on only when required. Also energy the Environment. We take seriously our impact on the
efficient lights were adopted, including the use of LEDs. natural resources in the communities where we operate
and have put in place measures to not merely comply
The company has saved fuel consumption of factory boilers with regulations but to responsibly take care of the Planet,
by regular monitoring of the various parameters important for preserve its beauty and resources for future generations.
maintaining high efficiency in boilers.
6.5 Has the company undertaken any other initiatives on –
Improved the efficiency of Driers, Washers, Steam Irons, etc.at clean technology, energy efficiency, renewable energy,
the factories by regular monitoring of the various parameters etc.Y/N. If yes, please give hyperlink for web page etc.
important for maintaining high efficiency. In Washers steam The company has invested in green energy. Prime amongst
usage was restricted to those cycles where temperature them is the investment in generation of wind energy. One
required was 90 degree Celsius. of our facilities is dedicated towards harnessing the power
of wind to generate energy. The Company has a 600 KW
Information with reference to BRR framework: Wind Generator in Gujarat which provides most of the
6.1 Does the policy related to Principle 6 cover only the electricity at Company’s Vapi Factory.
company or extends to the Group /Joint Ventures/
Suppliers/Contractors/NGOs/others. 6.6 Are the Emissions/Waste generated by the company
Many facets of environment protection are embedded within the permissible limits given by CPCB/SPCB for
in the company’s operations as also in its products. The the financial year being reported?
106
Yes, the emissions/ waste generated by the Company are KKCL hasn’t advocated/lobbied through above associations
within the permissible limits given by CPCB/SPCB and are for the advancement or improvement of public good.
reported on periodic basis.
Principle 8: Businesses should support inclusive growth
6.7 Number of show cause/ legal notices received from and equitable development
CPCB/SPCB which are pending (i.e. not resolved to We support the principles of inclusive growth and equitable
satisfaction) as on end of Financial Year. development through our corporate social responsibility
None initiatives. KKCL believes that social, environmental and
economic values are interlinked and we belong to an
Principle 7: Businesses, when engaged in influencing public Interdependent Ecosystem comprising Shareholders,
and regulatory policy, should do so in a responsible manner Consumers, Associates, Employees, Government, Environment
KKCL has representation in national and international and Society. We are committed to ensure a positive impact of
industry and trade associations. Some of the trade/business our existence on all these stakeholders. It’s our continuous
associations where KKCL is a member are listed below. endeavour to integrate sustainability considerations in all our
1. Federation of Indian Chambers of Commerce and Industry. business decisions.
2. Apparel Export Promotion Council
3. Retailers Association of India
4. Indo German Chamber

8.1 Does the company have specified programmes/initiatives/ Yes the Company has formulated a well- defined CSR policy, which
projects in pursuit of the policy related to Principle 8? If yes focuses on issues like Education, health care, environment, rural
details thereof. development, etc.
8.2 Are the programmes/projects undertaken through in-house The programmes/ projects are undertaken through in-house teams/
team/own foundation/external NGO/government structures/ our foundation to serve areas of community growth and sustainable
any other organization? development.
8.3 Have you done any impact assessment of your initiative? Yes the Company has conducted impact assessment of its CSR
initiatives.
8.4 What is your company’s direct contribution to community During the year under review, the Company has spent an amount of
development projects- Amount in INR and the details of the ` 247.00 lakhs on CSR activities mainly on education, health care,
projects undertaken. environment, rural development, etc.
8.5 Have you taken steps to ensure that this community Yes, Initiatives conducted under the CSR are tracked to determine the
development initiative is successfully adopted by the outcome achieved and the benefits to the community.
community? Please explain in 50 words, or so.
Principle 9: Businesses should engage with and provide value to their customers and consumers in a responsible manner
The Company is committed to providing products and services that offer best-in-class quality and user experience. All businesses of
the Company comply with all regulations and relevant voluntary codes concerning marketing communications, including advertising,
promotion and sponsorship. The Company’s communications are aimed at enabling customers to make informed purchase decisions.

9.1 What percentage of customer complaints/consumer cases The Company has a well-defined system of addressing customer
are pending as on the end of financial year. complaints. All complaints are appropriately addressed and resolved.
Two complaint were pending at the end of the financial year before the
District Consumer Forum and the same will be decided in due course
in accordance with the provisions of the law for the time being in force.
9.2 Does the company display product information on the KKCL adheres to all the applicable regulations regarding product
product label, over and above what is mandated as per local labelling and displays relevant information on it. The product details
laws? Yes/No/N.A. /Remarks(additional information) are also given on the website of the Company.
9.3 Is there any case filed by any stakeholder against the None
company regarding unfair trade practices, irresponsible
advertising and/or anti-competitive behaviour during the last
five years and pending as on end of financial year.
9.4 Did your company carry out any consumer survey/ consumer The company maintains visitor’s books for comments, suggestions, and
satisfaction trends? complaints and it reviews consumer feedbacks periodically.

KKCL
FACTORY
AT DAMAN
1 UNDER CONSTRUCTION
2 CANTEEN
3 MANUFACTURING UNIT
4 ACCESSORIES
5 FINISHING UNIT 1
6 WAREHOUSING
7 OFFICE
8 LOGISTICS
8
3
4
N
5
6
Independent Auditor’s Report
To AUDITORS RESPONSIBILITY
The Members of 3.
Our responsibility is to express an opinion on these
Kewal Kiran Clothing Limited Standalone Ind AS financial statements based on our
audit. We have taken into account the provisions of the
REPORT ON THE STANDALONE IND AS FINANCIAL Act, the accounting and auditing standards and matters
STATEMENTS which are required to be included in the audit report
1. We have audited the accompanying standalone Ind AS under the provisions of the Act and the Rules made
financial statements of Kewal Kiran Clothing Limited (“the thereunder. We conducted our audit of the Standalone
Company”), which comprise of Balance Sheet as at March Ind AS financial statements in accordance with the
31, 2018, Statement of Profit and Loss (including other Standards on Auditing specified under Section 143(10)
comprehensive income), the Statement of Changes in of the Act. Those Standards require that we comply with
Equity and the Cash flow Statement for year ended on that ethical requirements and plan and perform the audit to
date and a summary of the significant accounting policies obtain reasonable assurance about whether the financial
and other explanatory information (herein after referred to statements are free from material misstatement.
as “Standalone Ind AS financial statements”).
4. An audit involves performing procedures to obtain audit
MANAGEMENT’S RESPONSIBILITY FOR THE evidence about the amounts and the disclosures in the
STANDALONE IND AS FINANCIAL STATEMENTS Standalone Ind AS financial statements. The procedures
2. The Company’s Management and Board of Directors is selected depend on the auditor’s judgment, including
responsible for the preparation and presentation of these the assessment of the risks of material misstatement of
Standalone Ind AS financial statements that give a true and the Standalone Ind AS financial statements, whether
fair view of the financial position, financial performance due to fraud or error. In making those risk assessments,
including other comprehensive income, changes in equity the auditor considers internal financial control relevant
and cash flows of the Company in accordance with the to the Company’s preparation of the Standalone Ind
accounting principles generally accepted in India, including AS financial statements that give a true and fair view in
the Indian Accounting Standards as specified under section order to design audit procedures that are appropriate
133 of the Companies Act, 2013 (‘the Act’), read with Rule 3 in the circumstances. An audit also includes evaluating
of Companies (Indian Accounting Standards Rules), 2015. the appropriateness of accounting policies used and the
This responsibility also includes maintenance of adequate reasonableness of the accounting estimates made by the
accounting records in accordance with the provisions Company’s Management and Board of Directors, as well
of the Act for safeguarding the assets of the Company as evaluating the overall presentation of the Standalone
and for preventing and detecting frauds and other Ind AS financial statements.
irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that We are also responsible to conclude on the appropriateness
are reasonable and prudent; and design, implementation of management’s use of the going concern basis of
and maintenance of adequate internal financial controls, accounting and, based on the audit evidence obtained,
that were operating effectively for ensuring the accuracy whether a material uncertainty exists related to events or
and completeness of the accounting records, relevant conditions that may cast significant doubt on the entity’s
to the preparation and presentation of the Standalone ability to continue as a going concern. If we conclude
Ind AS financial statements that give a true and fair view that a material uncertainty exists, we are required to draw
and are free from material misstatement, whether due to attention in the auditor’s report to the related disclosures
fraud or error. In preparing the Standalone Ind AS financial in the financial statements or if such disclosures are
statements, the management is responsible for assessing inadequate, to modify the opinion. Our conclusions are
the Company’s ability to continue as a going concern based on the audit evidence obtained up to the date of
disclosing, as applicable, matters related to going concern the audit report.
and using the going concern basis of accounting unless
management either intends to liquidate the Company or 5. We believe that the audit evidence we have obtained is
to cease operations, or has no realistic alternative but to sufficient and appropriate to provide a reasonable basis
do so. for our audit opinion on the Standalone Ind AS financial
statements.
114
OPINION (c)
The Balance Sheet, the Statement of Profit and Loss
6. In our opinion and to the best of our information and including Other Comprehensive Income, the Cash Flow
according to the explanations given to us, the aforesaid Statement and the Statement of Changes in Equity dealt
Standalone Ind AS financial statements give the information with by this Report are in agreement with the books of
required by the Act in the manner so required and give a true and account.
fair view in conformity with the accounting principles generally
accepted in India of the financial position of the Company as (d) In our opinion, the aforesaid Standalone Ind AS financial
at March 31, 2018, and its profit, total comprehensive income, statements comply with the Indian Accounting Standards
changes in equity and its cash flows for the year ended on that prescribed under Section 133 of the Act.
date.
(e) On the basis of the written representations received from
OTHER MATTERS the directors as on March 31, 2018 taken on record by the
7. The comparative financial information for the year ended Board of Directors, none of the directors is disqualified as
March 31, 2017 and the transition date opening Balance on March 31, 2018 from being appointed as a director in
sheet as at April 1, 2016 included in the Standalone Ind AS terms of Section 164(2) of the Act.
financial statements are based on the previously issued
Standalone financial statements prepared in accordance (f) With respect to the adequacy of the internal controls over
with the Companies (Accounting Standards) Rules, financial reporting of the Company and the operating
2006 as audited by N.A Shah Associates LLP, Chartered effectiveness of such controls, refer to our separate
Accountants and Jain & Trivedi Chartered Accountants, Report in “Annexure B”.
(‘the erstwhile joint auditors’), whose reports for the year
ended March 31, 2017 and March 31, 2016 vide audit (g)
With respect to the other matters to be included in
report dated April 25, 2017 and May 23, 2016 respectively, the Auditors’ Report in accordance with Rule 11 of the
expressed an unmodified opinion on these standalone Companies (Audit and Auditors) Rules, 2014, in our opinion
financial statements, as adjusted for the differences in the and to the best of our information and according to the
accounting by the Company on transition to Ind AS, which explanations given to us:
have been subjected to audit by us. Our opinion is not
modified in respect of this matter. i. The Company has disclosed the impact of pending
litigations on the financial position in its Standalone
REPORT ON OTHER LEGAL AND REGULATORY Ind AS financial statements
REQUIREMENTS
8. As required by the Companies (Auditor’s Report) Order, ii. The Company did not have any long-term contracts
2016 (“the Order”), issued by the Central Government including derivatives for which there were any
of India in terms of Section 143(11) of the Act, we give in material foreseeable losses.
the “Annexure A”, a statement on the matters specified in
paragraphs 3 and 4 of the Order. iii.
There has been no delay in transferring amounts,
required to be transferred, to the Investor Education
9. As required by Section 143(3) of the Act, we report that: and Protection Fund by the Company
(a)
We have sought and obtained all the information and For Khimji Kunverji & Co
explanations which to the best of our knowledge and Chartered Accountants
belief were necessary for the purposes of our audit. Firm Regn. No: 105146W
(b) In our opinion, proper books of account as required by law Hasmukh B. Dedhia
have been kept by the Company so far as it appears from Partner
our examination of those books. Membership Number: 033494
Place: Mumbai
Date: April 23, 2018

Annexure A to the Independent Auditors’ Report.

(Referred to in paragraph 8 under the heading “Report on Other Legal and Regulatory Requirements “of our report of even date)
i. a) The Company has maintained proper records showing Section 186 of the Act. In respect of investments made
full particulars, including quantitative details and by the Company, in our opinion and according to the
situation of fixed assets; information and explanations given to us, the Company
has complied with the provisions of Section 186 of the Act.
b)
Fixed assets have been physically verified during
the year by the management. In our opinion, the v.
In our opinion and according to the information and
frequency of physical verification is reasonable having explanations given to us, the Company has not accepted
regard to the size of the Company and the nature of any public deposits within the meaning of provisions of
its assets. No material discrepancies were noticed on Sections 73 to 76 or any other relevant provisions of the
such verification; Act and rules framed thereunder. We are informed that no
order relating to the Company has been passed by the
c) According to the information and explanations given Company law Board or National Company Law Tribunal or
to us and based on our examination of the records of Reserve Bank of India or any Court or any other Tribunal in
the company, the title deeds of immovable properties respect of this matter.
are held in the name of company.
vi. The Central Government has not prescribed maintenance
ii.
The inventories (other than lying with third parties) of cost records under section 148 (1) of the Act for any
have been physically verified during the year by the of the products / services of the Company. Accordingly,
management. In respect of inventories lying with the clause (vi) of paragraph 3 the Order is not applicable to it.
third parties, confirmations have been obtained by the
Company from such third parties and discrepancies vii. In respect of statutory dues:
therein were not material. In our opinion, the frequency of
a) According to the information and explanations given
such verification is reasonable. The discrepancies noticed
to us and on the basis of our examination of records
on verification between the physical stocks and the book
of the Company, in respect of amounts deducted /
records were not material.
accrued in the books of account, the Company has
been regular in depositing undisputed statutory
iii.
The Company has not granted any loans, secured or
dues including Provident Fund, Employees’ State
unsecured to companies, firms, limited liability partnerships
Insurance, Income Tax, Sales Tax, Goods & Service
or other parties covered in the register maintained under
Tax, Service Tax, Duty of Customs, Duty of Excise,
section 189 of the Act. Therefore, the requirement of
Value Added Tax, Cess and any other statutory dues,
clause (iii)(a), (iii)(b) and (iii)(c) of paragraph 3 of the Order
as applicable to the Company, during the year with
are not applicable to the Company.
the appropriate authorities. There are no undisputed
statutory dues payable in respect to above statues,
iv. The Company has not granted any loans or provided any
outstanding as at March 31, 2018 for a period of more
guarantees or securities covered under Section 185 and
than six months from the date they became payable.
116
b) According to information and explanations given to us and on the basis of our examination of the records of the
Company, there are no disputed Income tax, Sales-tax, Service Tax, Duty of Customs, Duty of Excise and Value Added
Tax as on 31st March, 2018 which have not been deposited except the following disputed dues which have not been
deposited since the matters are pending with the relevant forum:
Name of the Statute Nature of the dues Period Forum where dispute is pending Amount (`)
Bombay High Court
The Income Tax Act, 1961 (*) Income Tax and Interest AY 2005-06 (Appeal filed by the 68,94,195
department)
The Income Tax Act, 1961 (**) Income Tax and Interest AY 2011-12 ITAT, Mumbai 8,85,540
The Income Tax Act, 1961 Income Tax and Interest AY 2012-13 ITAT, Mumbai 6,89,290
The Income Tax Act, 1961 (**) Income Tax and Interest AY 2013-14 CIT (Appeal) – Mumbai 7,79,065
The Income Tax Act, 1961 Income Tax and Interest AY 2014-15 CIT (Appeal) – Mumbai 5,01,765
(*) Adjusted against the refund of assessment year 2007-08
(**) Adjusted against the refund of assessment year 2013-14
viii. Based on our audit procedures and as per the information details of related party transactions have been disclosed
and explanations given by the management, the in the Standalone Ind AS financial statements as required
Company has not defaulted in repayment of loans or by the applicable accounting standards.
borrowings to banks during the year. There are no loans or
borrowings from financial institutions / debenture holders
/ government.
xiv. According to the information and explanations given to us,
ix. During the year the Company did not raise any money by the Company has not made any preferential allotment or
way of initial public offer or further public offer (including private placement of shares or fully or partly convertible
debt instruments) and term loans. Hence, clause (ix) of debentures during the year. Hence, the provisions of
paragraph 3 of the Order is not applicable to it. clause (xiv) of paragraph 3 of the Order are not applicable
to it.
x. During the course of our examination of the books of
account and records of the Company and according to xv.
ln our opinion and according to the information and
information and explanation given to us, we have neither explanations given to us, during the year, the Company
noticed nor have we been informed by the management, has not entered into any non-cash transactions with
any incidence of fraud by the Company or on the Company directors or persons connected with them.
by its officers or employees.
xvi.
In our opinion, the Company is not required to be
xi. According to the information and explanation given to us registered under Section 45-lA of the Reserve Bank of
and based on our examination of the records, the Company India Act, 1934.
has paid / provided for managerial remuneration in
accordance with the requisite approvals mandated by the
provisions of Section 197 read with Schedule V to the Act.
For Khimji Kunverji & Co
xii. The Company is not a Nidhi Company. The provisions of Chartered Accountants
clause (xii) of paragraph 3 of the Order are not applicable Firm Regn. No: 105146W
to it.
Hasmukh B. Dedhia
xiii.
In our opinion and according to the information and Partner
explanations given to us, the Company is in compliance Membership Number: 033494
with the applicable provisions of Section 177 and 188 of Place: Mumbai
the Act for all transactions with the related parties and the Date: April 23, 2018

Annexure B to the Independent Auditors’ Report

[Referred to in paragraph 9 (f) under the heading “Report on other legal and regulatory requirements” of our report of
even date]
REPORT ON THE INTERNAL FINANCIAL CONTROLS Our audit involves performing procedures to obtain audit
UNDER CLAUSE (i) OF SUB-SECTION 3 OF SECTION evidence about the adequacy of the internal financial
143 OF THE ACT controls system over financial reporting and their operating
We have audited the internal financial controls over financial effectiveness. Our audit of internal financial controls over
reporting of Kewal Kiran Clothing Limited (“the Company”) as at financial reporting included obtaining an understanding of
March 31, 2018 in conjunction with our audit of the Standalone internal financial controls over financial reporting, assessing
Ind AS financial statements of the Company for the year ended the risk that a material weakness exists, and testing and
on that date. evaluating the design and operating effectiveness of internal
control based on the assessed risk. The procedures selected
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL depend on the auditor’s judgment, including the assessment
FINANCIAL CONTROLS of the risks of material misstatement of the Standalone Ind AS
The Company’s management is responsible for establishing financial statements, whether due to fraud or error.
and maintaining internal financial controls based on the
internal control over financial reporting criteria established We believe that the audit evidence we have obtained is
by the Company considering the essential components of sufficient and appropriate to provide a basis for our audit
internal control stated in the Guidance Note on Audit of opinion on the Company’s internal financial controls system
Internal Financial Controls over Financial Reporting issued over financial reporting.
by the Institute of Chartered Accountants of India (“ICAI”).
These responsibilities include the design, implementation and MEANING OF INTERNAL FINANCIAL CONTROLS
maintenance of adequate internal financial controls that were OVER FINANCIAL REPORTING
operating effectively for ensuring the orderly and efficient A Company’s internal financial control over financial reporting
conduct of its business, including adherence to the company’s is a process designed to provide reasonable assurance
policies, the safeguarding of its assets, the prevention and regarding the reliability of financial reporting and the
detection of frauds and errors, the accuracy and completeness preparation of financial statements for external purposes in
of the accounting records, and the timely preparation of accordance with generally accepted accounting principles. A
reliable financial information, as required under the Act. Company’s internal financial control over financial reporting
includes those policies and procedures that (1) pertain to the
AUDITORS’ RESPONSIBILITY maintenance of records that, in reasonable detail, accurately
Our responsibility is to express an opinion on the Company’s and fairly reflect the transactions and dispositions of the
internal financial controls over financial reporting based on assets of the Company; (2) provide reasonable assurance that
our audit. We conducted our audit in accordance with the transactions are recorded as necessary to permit preparation
Guidance Note on Audit of Internal Financial Controls Over of financial statements in accordance with generally accepted
Financial Reporting (the “Guidance Note”) and the Standards accounting principles, and that receipts and expenditures
on Auditing, issued by ICAI and deemed to be prescribed under of the Company are being made only in accordance with
section 143(10) of the Act, to the extent applicable to an audit authorisations of management and directors of the Company;
of internal financial controls, both issued by the ICAI. Those and (3) provide reasonable assurance regarding prevention or
Standards and the Guidance Note require that we comply timely detection of unauthorised acquisition, use, or disposition
with ethical requirements and plan and perform the audit to of the Company’s assets that could have a material effect on
obtain reasonable assurance about whether adequate internal the financial statements.
financial controls over financial reporting was established and
maintained and if such controls operated effectively in all
material respects.
118
INHERENT LIMITATIONS OF INTERNAL FINANCIAL OPINION

CONTROLS OVER FINANCIAL REPORTING In our opinion, the Company has, in all material respects, an
Because of the inherent limitations of internal financial adequate internal financial controls system over financial
controls over financial reporting, including the possibility reporting and such internal financial controls over financial
of collusion or improper management override of controls, reporting were operating effectively as at March 31, 2018
material misstatements due to error or fraud may occur and based on the internal control over financial reporting criteria
not be detected. Also, projections of any evaluation of the established by the Company considering the essential
internal financial controls over financial reporting to future components of internal control stated in the Guidance Note on
periods are subject to the risk that the internal financial control Audit of Internal Financial Controls Over Financial Reporting
over financial reporting may become inadequate because of issued by the ICAI.
changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate. For Khimji Kunverji & Co
Firm Regn. No: 105146W
Hasmukh B. Dedhia
Partner
Membership Number: 033494
Place: Mumbai
Date: April 23, 2018

Standalone Balance Sheet

as at 31st March 2018
Corporate Identification Number- L18101MH1992PLC065136
(Amount ` in lakhs)
As at As at As At
Particulars Note 31st March 2018 31st March 2017 01st April 2016
Audited Audited Audited
ASSETS
1) Non-Current Assets
a) Property, Plant and Equipment 2.1 6,755.62 6,249.72 5,710.61
b) Capital Work in Progress 908.51 724.49 263.56
c) Investment Property 2.1.1 151.59 160.35 -
d) Other Intangible Assets 50.06 45.14 73.58
e) Intangible Assets under Development 15.35 2.86 -
f) Financial Assets
i) Investments 2.2 13,712.52 12,929.20 6,513.36
ii) Loans - -
iii) Other Financial Assets 2.3 251.70 190.25 180.86
g) Deferred Tax Assets(Net) - - 49.78
h) Other Non-Current Assets 2.4 232.05 533.22 934.17
22,077.40 20,835.23 13,725.92
2) Current Assets
a) Inventories 2.5 5,285.01 5,126.20 5,617.51
b) Financial Assets
i) Investments 2.6 9,329.67 7,582.84 12,171.48
ii) Trade Receivables 2.7 13,616.68 10,615.39 10,896.61
iii) Cash & Cash Equivalents 2.8 6,154.29 6,556.03 2,214.88
iv) Bank balances other than iii above 2.9 94.45 88.03 104.68
v) Loans - - -
vi) Other Financial Assets 2.10 144.27 132.70 165.20
c) Current Tax Assets (Net) - -
d) Other Current Assets 2.11 529.40 377.38 271.46
35,153.77 30,478.57 31,441.82
TOTAL ASSETS 57,231.17 51,313.80 45,167.74
EQUITY & LIABILITIES
Equity
a) Equity Share Capital 2.12 1,232.50 1,232.50 1,232.50
b) Other Equity 2.13 38,732.83 36,218.57 31,600.62
39,965.33 37,451.07 32,833.12
Liabilities
1) Non-Current Liabilities
a) Financial Liabilities - - -
b) Provisions 2.14 6.50 7.58 13.00
c) Deferred Tax Liability (net) 2.15 459.99 112.72 -
d) Other non - current liabilities 2.16 159.44 - -
625.93 120.30 13.00
2) Current Liabilities
a) Financial Liabilities
i) Borrowings 2.17 4,829.65 4,050.50 2,888.76
ii) Trade Payables 2.18
- Due to Micro and Small Enterprises 25.39 20.46 89.91
- Due to Others 4,325.26 3,926.20 4,598.45
iii) Other financial liabilities 2.19 717.69 961.71 378.86
b) Other Current Liabilities 2.20 4,437.54 2,592.16 2,709.80
c) Provisions 2.21 2,233.38 2,105.51 1,455.62
d) Current Tax Liabilities (Net) 2.22 71.00 85.89 200.22
16,639.91 13,742.43 12,321.62
TOTAL EQUITY AND LIABILITIES 57,231.17 51,313.80 45,167.74
Significant accounting policies and notes on accounts 1&2
The notes referred to above form integral part of Financial Statements
As per our audit report of even date
For and on behalf of For and on behalf of the Board of Directors
Khimji Kunverji & Co of Kewal Kiran Clothing Ltd
Registration No.:105146W
Hasmukh Dedhia Kewalchand P Jain Hemant P Jain
Partner Chairman & Whole time Director
Membership No.: 33494 Managing Director DIN No: 00029822
DIN No: 00029730
Place: Mumbai Bhavin Sheth Abhijit Warange
Date: 23rd April 2018 Chief Financial Officer Company Secretary
120
Standalone Statement of Profit and Loss

for the year ended 31st March, 2018
(Amount ` in lakhs)
For the Year Ended For the Year Ended
Particulars Note 31st March 2018 31st March 2017
Audited Audited
INCOME
Revenue from Operations 2.23 46,191.77 47,709.48
Other Income 2.24 2,109.05 1,746.78
48,300.82 49,456.26
EXPENDITURE
Changes in inventories of Finished goods, Stock in trade and Work in progress 2.25 (267.64) 787.74
Cost of Material Consumed 2.26 17,992.90 17,782.16
Purchase of Trading Items: Lifestyle Accessories/ Products 1,622.86 1,626.28
Excise Duty on sales 164.28 1,059.49
Employee Benefit Expenses 2.27 6,507.23 5,921.46
Finance cost 2.28 498.30 327.18
Depreciation/ Amortization 2.1 577.35 475.67
Manufacturing and Operating Expenses 2.29 4,535.25 4,776.82
Administrative and Other Expenses 2.30 3,067.95 2,951.79
Selling and Distribution Expenses 2.31 2,747.09 2,918.97
37,445.57 38,627.56
Net Profit Before Tax 10,855.25 10,828.70
Tax Expense
Current Tax 3,182.72 3,212.03
Deferred Tax 347.28 162.50
(Excess)/Short Provision for Taxes of Earlier Years - (4.85)
Net Profit for the Period 7,325.25 7,459.02
Other Comprehensive Income (OCI)
Items that will not be reclassified to Profit and Loss
Effect [(gain) / loss] of measuring equity instruments at fair value through OCI (51.62) (0.14)
Remeasurement (gain) / loss on net defined benefit liability (49.94) 34.75
Income tax relating to items that will not be reclassified to profit and loss 17.28 (12.03)
Total Comprehensive Income for the year 7,409.53 7,436.44
Earnings per Share - Basic and Diluted (Face Value of ` 10 each fully paid up) 59.43 60.52
Weighted Average Number of Shares used in computing Earnings per Share 12,325,037 12,325,037
-Basic and Diluted
The notes referred to above form integral part of Statement of Profit and Loss


Membership No.: 33494 Managing Director DIN No:00029822
DIN No: 00029730


Standalone Cash Flow Statement

for the year ended 31st March 2018
(Amount ` in lakhs)
Particulars 31st March 2018 31st March 2017
Audited Audited
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit Before Taxes as per Statement of Profit
10,855.25 10,828.70
and Loss
Adjustments for:
Depreciation/ Amortization 577.35 475.67
(Gain)/Loss on Sale / discard of Property plant &
- (27.87)
equipment (Tangible Assets) (Net)
Proportionate Lease premium charged 3.06 3.00
Effect of fair value measurement of investments (1,939.22) (1,613.99)
Sundry Balance (written back)/written off (Net) (14.57) (0.58)
Finance costs 441.96 288.38
Dividend Income (3.15) (17.66)
Provision/(Reversal of provision) for Doubtful Debts,
(18.62) 150.45
Advances, Deposits and Investments
Provision for share of loss in Joint Venture reversed - (6.50)
Provision/(Reversal of provision) for Contingent Rent/
(1.08) 1.08
Joint Venture
Provision/(Reversal of provision) for Contingencies - 5.89
Provision/ (Reversal of Provision) of Exchange Rate
(5.33) 2.86
Fluctuation (Net)
Interest Income (38.96) (46.60)
(998.56) (785.87)
9,856.69 10,042.83
Changes in Current & Non-current Assets and
Liabilities
Trade Receivable and Other Assets (3,188.95) 123.70
Inventories (158.81) 502.73
Trade Payables, Liabilities and Provisions 2,103.54 297.14
(1,244.22) 923.57
Net Cash Inflow from Operating Activities 8,612.47 10,966.40
Less: Income Tax paid (Net of Refund)
(3,046.94) (2,955.45)
(refer note 1 below)
Net Cash Inflow/(outflow) from Operating Activities 5,565.53 8,010.95
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Property Plant & Equipment (including
(949.81) (1,487.22)
Capital Advances)
Sale of Property Plant & Equipment 45.02 52.84
Purchase of Investments (5,983.41) (13,323.49)
Redemption of Investments- (net of income tax of `47
5,448.79 13,764.28
lakhs (P.Y. `86.71 lakhs))
Bank Deposit offered as Security (66.33) (142.97)
Maturity of Bank Deposit offered as Security 83.12 137.13
Dividend Income 3.15 17.66
Interest received on Bank Deposits 19.08 68.08
Less: Income Tax Paid (refer note 1 below) (10.11) 8.97 (16.13) 51.95
Net Cash inflow /(Outflow) from Investing Activities (1,410.50) (929.81)
122
Standalone Cash Flow Statement

(Amount ` in lakhs)
Audited Audited
C. CASH FLOW FROM FINANCING ACTIVITIES
Working Capital Demand Loan (Net) 779.14 1,782.95
Interest and Finance Charges (440.65) (366.76)
Payment of Dividend (Including Dividend Tax) (4,895.26) (4,153.56)
Net Cash Inflow/(Outflow) from Financing Activities (4,556.77) (2,737.37)
Net Increase/ (Decrease) in Cash & Cash Equivalents (401.74) 4,343.77
CASH AND CASH EQUIVALENTS - OPENING (refer
6,556.03 2,214.88
note 2.8)
6,154.29 6,558.65
Effect of Exchange(Gain)/Loss on Cash and Cash
- 2.62
Equivalents
CASH AND CASH EQUIVALENTS - CLOSING (refer 6,154.29 6,556.03
note 2.8)
The notes referred to above form integral part of cash flow statement
1. The Aggregate Income Tax paid during the year is `3,103.67 lakhs (P.Y. `3,058.29 lakhs).


DIN No: 00029730


Statement of Standalone Change in Equity

A) EQUITY SHARE CAPITAL

(Amount ` in lakhs)
As at As at
31st March 2018 31st March 2017
Balance at the beginning of the reporting year 1,232.50 1,232.50
Changes in Equity Share capital during the year - -
Balance at the end of the reporting year 1,232.50 1,232.50
B) OTHER EQUITY
(Amount ` in lakhs)
Business Equity
General Retained Securities
Progressive Instruments Total
Reserve Earning premium
fund through OCI
Balance as at 01st April 2016 (I) 4,522.86 15,650.99 8,426.77 3,000.00 - 31,600.62
Profit for the year - 7,459.02 - - - 7,459.02
Items of OCI for the year, net of tax
Remeasurement of net defined benefit liability - (22.73) - - - (22.73)
Effect of measuring equity instruments at fair value
- - - - 0.14 0.14
through OCI
Total Comprehensive inoome from the year
- 7,436.29 - - 0.14 7,436.44
(2016-17) (II)
Dividends - (2,341.76) - - - (2,341.76)
Tax on dividends - (476.73) - - - (476.73)
Transfer to Business Progressive Fund - (500.00) - 500.00 - -
Transfer to General Reserve 852.77 (852.77) - - - -
Total (III) 852.77 (4,171.26) - 500.00 - (2,818.49)
Balance as at 31st March 2017 (IV) = I+II+III 5,375.63 18,916.02 8,426.77 3,500.00 0.14 36,218.56
Profit for the year - 7,325.25 - - - 7325.25
Items of OCI for the year, net of tax -
Remeasurement of net defined benefit liability - 32.65 - - - 32.65
Effect of measuring equity instruments at fair value
- - - - 51.62 51.62
through OCI
Total Comprehensive income from the year
- 7,357.90 - - 51.62 7,409.53
(2017-18) (V)
Dividends - (4,067.26) - - - (4,067.26)
Tax on dividends - (828.00) - - - (828.00)
Total (VI) - (4,895.26) - - - (4,895.26)
Balance as at 31st March 2018 (VII) = IV+V+VI 5,375.63 21,378.67 8,426.77 3,500.00 51.77 38,732.83


DIN No: 00029730

124
Standalone Notes
on Accounts for the year ended 31st March 2018
(` in lakhs except as otherwise stated)
1. COMPANY OVERVIEW AND SIGNIFICANT or estimated using another valuation technique. In

ACCOUNTING POLICIES: determining the fair value of an asset or a liability, the
A. Corporate Information Company takes into account the characteristics of
Kewal Kiran Clothing Limited (“the Company”) is a the asset or liability if market participants would take
Public Limited Company incorporated in India having its those characteristics into account when pricing the
registered office at Mumbai, Maharashtra. The Company asset or liability at the measurement date
is engaged into manufacturing, marketing and retailing of
branded readymade garments and finished accessories. Functional and Presentation Currency:
The financial statements are presented in Indian
B. Statement of Compliance and Basis of Preparation Rupees and all values are rounded to the nearest
(i) Compliance with Ind AS Lakh (INR 00,000), except otherwise indicated.
The financial statements are prepared in accordance
with Indian Accounting Standards (“Ind AS”) as C. Summary of Significant Accounting Policies
notified under the Companies (Indian Accounting 1.1 Classification of Assets and Liabilities into Current/
Standards) Rules, 2015, the relevant provisions of Non-Current:
the Companies Act, 2013 (“the Act”) and guidelines The Company has ascertained its operating cycle
issued by the Securities and Exchange Board of India as twelve months for the purpose of Current/ Non-
(“SEBI”), as applicable. Current classification of its Assets and Liabilities.
For all periods up to and including the year ended For the purpose of Balance Sheet, an asset is
March 31, 2017, the Company had prepared its classified as current if:
financial statements in accordance with Accounting
Standards as specified under Section 133 of the Act a) It is expected to be realised, or is intended to
read with Rule 7 of the Companies (Accounts) Rules, be sold or consumed, in the normal operating
2014 (“Previous GAAP”). cycle; or
These financial statements for the year ended March b) It is held primarily for the purpose of trading; or
31, 2018 are the first financial statements that the
Company has prepared in accordance with Ind c) It is expected to realise the asset within twelve
AS. Refer Note 2.53 for information about how the months after the reporting period; or
transition from previous GAAP to Ind AS has affected
the Company’s Balance sheet, Statement of profit & d) The asset is a cash or cash equivalent unless it
loss and Statement of cash flows. is restricted from being exchanged or used to
settle a liability for at least twelve months after
(ii) Basis of Preparation and presentation the reporting period.
Basis of Preparation:
The financial statements have been prepared on a All other assets are classified as non-current. A liability
historical cost basis, except the following assets and is classified as current if:
liabilities which have been measured at fair value
a) It is expected to be settled in the normal operating
•
Certain financial assets and liabilities (refer cycle; or
accounting policy regarding financial instruments)
b) It is held primarily for the purpose of trading; or
• Employee’s Defined Benefit Plan as per actuarial
valuation c) It is due to be settled within twelve months after
the reporting period; or
Fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly d) The Company does not have an unconditional
transaction between market participants at the right to defer the settlement of the liability
measurement date under current market conditions, for at least twelve months after the reporting
regardless of whether that price is directly observable period. Terms of a liability that could result in its

Standalone Notes
settlement by the issue of equity instruments at disposal are stated at net realizable value. Losses
the option of the counterparty does not affect this arising in case of retirement of property, plant
classification. and equipment and gains or losses arising from
disposal of property, plant and equipment are
All other liabilities are classified as non-current. recognized in the statement of profit and loss in
the year of occurrence.
1.2 Property, Plant and Equipment (PPE):
The initial cost of PPE comprises its purchase price, 1.4 Depreciation:
including import duties and non-refundable purchase a) Depreciation on the property, plant and
taxes, and any directly attributable costs of bringing equipment (other than freehold land and capital
an asset to working condition and location for its work in progress) is provided on a straight-line
intended use, including relevant borrowing costs and method (SLM) over their useful lives which is in
any expected costs of decommissioning. Following consonance of useful life mentioned in Schedule
initial recognition, items of PPE are carried at its cost II to the Act except certain class of assets
less accumulated depreciation and accumulated specified in table (i) below, based on internal
impairment losses, if any. Gross carrying amount of assessment estimated by the management of the
all PPE are measured using cost model. Expenditure Company, where the useful life is lower than as
incurred after the PPE have been put into operation, mentioned in said Schedule II.
such as repairs and maintenance, are charged to the
Statement of Profit and Loss in the period in which the Assets where useful life is lower than useful life
costs are incurred. PPE are eliminated from financial mentioned in Schedule II
statement either on disposal or when retired from
Estimated useful life
active use. Capital work-in-progress comprises of
Assets depreciated on
cost incurred on property, plant and equipment under SLM basis
construction / acquisition that are not yet ready for Furniture & fittings at retail
5 years
their intended use at the Balance Sheet Date stores
Second hand factory /
If significant parts of an item of PPE have different office building (RCC frame 30 years
useful lives, then they are accounted for as separate structure)
items (major components) of PPE. Material items Second hand factory / office
such as spare parts, stand-by equipment and service building (other than RCC 5 years
frame structure)
equipment are classified as PPE when they meet the
Individual assets whose cost Fully depreciated in
definition of PPE as specified in Ind AS 16 – Property, does not exceed ` 5,000 the year of purchase
Plant and Equipment.
b) The range of useful lives of the property, plant
1.3 Expenditure during construction period:
and equipment not covered in table above and
a) Expenditure / Income during construction period
are in accordance with Schedule II are as follows:
(including financing cost related to borrowed
funds for construction or acquisition of qualifying Particulars Useful life
PPE) is included under Capital Work-in-Progress Factory buildings 30 years
and the same is allocated to the respective PPE Other buildings (RCC
on the completion of their construction. 60 years
structure)
Other Plant and Machinery 15 years

Advances given towards acquisition or Computers 3 years
construction of PPE outstanding at each reporting Furniture & fittings 10 years
date are disclosed as Capital Advances under Motor vehicles 8 years
“Other non-current Assets”. Windmill 22 years
b)
Property, plant and equipment are eliminated
c) In case of assets purchased, sold or discarded
from financial statement either on disposal or
during the year, depreciation on such assets is
when retired from active use. Assets held for
126
Standalone Notes
calculated on pro-rata basis from the date of such development that are not yet ready for their
addition or as the case may be, upto the date on intended use as at the Balance Sheet date.
which such asset has been sold or discarded.
d)
Class of intangible assets and their estimated
d) Depreciation methods, useful lives and residual useful lives are as under:
values are reviewed at each financial year end
and adjusted prospectively.
Particulars amortized on
SLM basis
e) Leasehold lands are amortized over the period of Computer software 3 years
lease or useful life whichever is lower. Buildings Membership rights 5 years
constructed on leasehold land are depreciated
over its useful life which matches with the useful
e)
Amortisation methods and useful lives are
life mentioned in Schedule II. In cases where
reviewed at each financial year end and adjusted
building is having useful life greater than the
prospectively.
period of lease (where the Company does not
have right of renewal), the same is amortized
f)
In case of assets purchased during the year,
over the lease period of land.
amortization on such assets is calculated on pro-
rata basis from the date of such addition.
1.5 Investment properties
Property that is held for long-term rental yields or for
1.7 Non-current assets (or disposal Company)
capital appreciation or both, and that is not occupied
classified as held for disposal:
by the Company for its own business, is classified
Assets are classified as held for disposal and stated at
as investment property. Investment properties are
the lower of carrying amount and fair value less costs
measured at its cost, including related transaction
to sell.
costs and where applicable borrowing costs less
depreciation and impairment if any.
To classify any Asset as “Asset held for disposal”
the asset must be available for immediate sale and

Depreciation on building held as Investment
its sale must be highly probable. Such assets are
Properties is provided over it’s useful life (of 60 years)
presented separately in the Balance Sheet, in the line
using the straight line method.
“Assets held for disposal”. Once classified as held
for disposal, intangible assets and PPE are no longer
1.6 Intangible Assets and Amortisation:
amortised or depreciated, but carried at lower of cost
a) Intangible assets are recognized only if it is
or NRV.
probable that the future economic benefits
attributable to asset will flow to the Company
1.8 Impairment of Non-Financial Assets:
and the cost of asset can be measured reliably.
At the end of each reporting period, the Company
Intangible assets are stated at cost of acquisition/
reviews the carrying amounts of non-financial assets
development less accumulated amortization and
to determine whether there is any indication that
accumulated impairment loss if any.
those assets have suffered an impairment loss. If any
such indication exists, the recoverable amount of the
b)
Cost of an intangible asset includes purchase
asset is estimated in order to determine the extent of
price including non - refundable taxes and
the impairment loss (if any). When it is not possible
duties, borrowing cost directly attributable to
to estimate the recoverable amount of an individual
the qualifying asset and any directly attributable
asset, the Company estimates the recoverable
expenditure on making the asset ready for its
amount of the cash-generating unit to which the asset
intended use.
belongs. When a reasonable and consistent basis
of allocation can be identified, corporate assets are
c) Intangible assets under development comprises
also allocated to individual cash-generating units, or
of cost incurred on intangible assets under
otherwise they are allocated to the smallest Company

Standalone Notes
of cash-generating units for which a reasonable and conversion cost and other costs incurred in bringing
consistent allocation basis can be identified. the inventories to their present location and condition.
Since the Company is in fashion industry with diverse
Intangible assets with indefinite useful lives and designs / styles, the cost of inventory is determined
intangible assets not yet available for use are tested on the basis of specific identification method (as the
for impairment at least annually, and whenever there same is considered as more suitable).
is an indication that the asset may be impaired.
In case of work in progress and finished goods, the
Recoverable amount is the higher of fair value less costs of conversion include costs directly related to
costs of disposal and value in use. In assessing value the units of production and systematic allocation of
in use, the estimated future cash flows are discounted fixed and variable production overheads. The cost of
to their present value using a pre-tax discount rate finished goods also includes excise duty wherever
that reflects current market assessments of the time applicable.
value of money and the risks specific to the asset for
which the estimates of future cash flows have not 1.10 Borrowing Costs:
been adjusted. Borrowing costs that are directly attributable to
the acquisition, construction or development of a
If the recoverable amount of an asset (or cash- qualifying asset are capitalized as part of the cost of
generating unit) is estimated to be less than its carrying the respective asset till such time the asset is ready
amount, the carrying amount of the asset (or cash- for its intended use. A qualifying asset is an asset
generating unit) is reduced to its recoverable amount. which necessarily takes a substantial period of time
An impairment loss is recognised immediately in to get ready for its intended use. All other borrowing
Statement of Profit and Loss, unless the relevant asset costs are expensed in the period in which they occur.
is carried at a revalued amount, in which case the Borrowing costs consist of interest, amortization of
impairment loss is treated as a revaluation decrease. discounts, hedge related cost incurred in connection
with foreign currency borrowings and exchange
When an impairment loss subsequently reverses, the difference arising from foreign currency borrowings
carrying amount of the asset (or a cash-generating unit) to the extent they are treated as an adjustment to the
is increased to the revised estimate of its recoverable borrowing cost and other costs that an entity incurs in
amount, but so that the increased carrying amount connection with the borrowing of funds.
does not exceed the carrying amount that would
have been determined had no impairment loss been 1.11 Provisions, Contingent Liabilities and Contingent
recognised for the asset (or cash-generating unit) Assets:
in prior years. A reversal of an impairment loss is Provisions are recognised when the Company has a
recognised immediately in the Statement of Profit and present obligation (legal or constructive) as a result
Loss, unless the relevant asset is carried at a revalued of a past event and it is probable that an outflow
amount, in which case the reversal of the impairment of resources, that can be reliably estimated, will be
loss is treated as a revaluation increase. required to settle such an obligation.
1.9 Inventories: If the effect of the time value of money is material,
The inventories (including traded goods) are valued at provisions are determined by discounting the
lower of cost and net realizable value after providing expected future cash flows to net present value using
for cost of obsolescence wherever considered an appropriate pre-tax discount rate that reflects
necessary. However, materials and other items held current market assessments of the time value of
for use in the production of inventories are not written money and, where appropriate, the risks specific to
down below cost if the finished products in which the liability. Unwinding of the discount is recognised
they will be incorporated are expected to be sold at in the Statement of Profit and Loss as a finance cost.
or above cost.
Provisions are reviewed at each reporting date and
The cost comprises of costs of purchase, duties and are adjusted to reflect the current best estimate.
taxes (other than those subsequently recoverable),
128
Standalone Notes
A present obligation that arises from past events agreements. Licensing income is recorded net of
where it is either not probable that an outflow of sales tax and service tax/GST
resources will be required to settle or a reliable
estimate of the amount cannot be made, is disclosed f) Power generation income is recognized on the
as a contingent liability. Contingent liabilities are also basis of electrical units generated and sold in
disclosed when there is a possible obligation arising excess of captive consumption and recognized
from past events, the existence of which will be at prescribed rate as per agreement of sale of
confirmed only by the occurrence or non -occurrence electricity by the Company. Further, value of
of one or more uncertain future events not wholly electricity generated and captively consumed is
within the control of the Company. netted off from the electricity expenses.
Claims against the Company where the possibility of g) Export incentives principally comprises of Duty
any outflow of resources in settlement is remote, are Drawback, merchandise exports from India
not disclosed as contingent liabilities. scheme and refund of state levies based on
guidelines formulated for the respective scheme
A contingent asset is disclosed, where an inflow of by the government authorities. These incentives
economic benefits is probable. Contingent assets are are recognized as income on accrual basis in
not recognised in financial statements since this may Statement of Profit and Loss in only to the extent
result in the recognition of income that may never be that realisation/utilisation is certain.
realised. However, when the realisation of income
is virtually certain, then the related asset is not a h) Rental income (net of taxes) on assets given under
contingent asset and is recognised. operating lease arrangements is recognized
on a straight-line basis over the period of the
1.12 Revenue Recognition: lease unless the receipts are structured to
Revenue is recognized to the extent that it is probable increase in line with expected general inflation
that the economic benefits will flow to the Company to compensate for the Company’s expected
and the amount can be reliably measured. inflationary cost increases.
a) Sales of goods are recognized when significant 1.13 Operating Lease:

risks and rewards of ownership of the goods Lease arrangements where risks and rewards
have passed to the buyer that coincides with incidental to ownership of an asset substantially vests
delivery and is measured at the fair value of with the lessor are classified as operating lease.
consideration received or receivable taking net
off the amount of goods and services tax (GST), Rental expenses on assets obtained under operating
sales tax, rebates, discounts and sales returns. lease arrangements are charged to the Statement of
Profit and Loss on a straight-line basis over the period
b) Interest income is recognized on time proportion of the lease unless the payments are structured to
basis taking into account the amount outstanding increase in line with expected general inflation to
and rate applicable. compensate for the Company’s expected inflationary
cost increases.
c) Dividend income on investment is accounted for
in the period/year in which the right to receive 1.14 Employees’ Benefits:
the same is established. a) Short term employee benefits-
All employee benefits falling due wholly within
d)
Service income is recognized upon rendering twelve months of rendering the service are
of services. Service income is recorded net of classified as short term employee benefits
service tax/GST. and they are recognized as an expense at the
undiscounted amount in the Statement of Profit
e) Licensing revenue is recognized on accrual basis and Loss in the period in which the employee
in accordance with the terms of the relevant renders the related service.

Standalone Notes
b) Post-employment benefits premium for insurance cover is recognized in

i) Defined contribution plan Statement of Profit and Loss.
The defined contribution plan is post-employment
benefit plan under which the Company 1.15 Income Taxes:
contributes fixed contribution to a government a) Tax expenses comprise of current tax, deferred
administered fund and will have no obligation to tax charge or credit and adjustments of taxes
pay further contribution. The Company’s defined for earlier years. In respect of amounts adjusted
contribution plan comprises of Provident Fund, against securities premium or retained earnings
Employee State Insurance Scheme, Employee or other reserves, the corresponding tax effect is
Pension Scheme, National Pension Scheme also adjusted against the securities premium or
and Labour Welfare Fund. The Company’s retained earnings or other reserves, as the case
contribution to defined contribution plans are may be, as per the announcement of Institute of
recognized in the Statement of Profit and Loss in Chartered Accountant of India.
the period in which employee renders the related
service. b) Current Tax is measured on the basis of estimated
taxable income for the current accounting period
ii) Defined benefit plan with the applicable tax rates and the provisions of
The Company’s obligation towards gratuity the Income-tax Act, 1961 and other applicable tax
liability is funded to an approved gratuity fund, laws.
which fully covers the said liability under Cash
Accumulation Policy of Life Insurance Corporation c)
Deferred tax is provided, on all temporary
of India (LIC). The present value of the defined differences at the reporting date between the tax
benefit obligations is determined based on bases of assets and liabilities and their carrying
actuarial valuation using the projected unit credit amounts for financial reporting purposes.
method. The rate used to discount defined Deferred tax assets and liabilities are measured
benefit obligation is determined by reference at the tax rates that are expected to be applied
to market yields at the Balance Sheet date on to the temporary differences when they reverse,
Indian Government Bonds for the estimated based on the laws that have been enacted or
term of obligations. The net interest cost is substantively enacted at the reporting date.
calculated by applying the discount rate to the
net balance of the defined benefit obligation and Tax relating to items recognised directly in equity
fair value of plan assets. Re-measurement gains or OCI is recognised in equity or OCI and not in
or losses arising from experience adjustments the Statement of Profit and Loss. Deferred tax
changes in actuarial assumptions is reflected assets and liabilities are offset if there is a legally
immediately in the Balance Sheet with a charge enforceable right to offset current tax liabilities
or credit recognized in Other Comprehensive and assets, and they relate to income taxes
Income (OCI) in the period in which they occur. levied by the same tax authority, but they intend
Re-measurement recognized in OCI is reflected to settle current tax liabilities and assets on a
immediately in retained earnings and will not be net basis or their tax assets and liabilities will be
reclassified to Statement of Profit and Loss in the realized simultaneously.
subsequent period.
A deferred tax asset is recognized only to the
As per the Company’s policy, employees who extent that it is probable that future taxable profits
have completed specified years of service will be available against which the temporary
are eligible for death benefit plan wherein difference can be utilised. Deferred tax assets
defined amount would be paid to the survivors are reviewed at each reporting date and are
of the employee on the death of the employee reduced to the extent that it is no longer probable
while in service with the Company. To fulfil the
Company’s obligation for the above mentioned 1.16 Earnings per Share:
plan, the Company has taken Company term Basic earnings per share (EPS) are calculated by
policy from an insurance company. The annual dividing the net profit or loss (after tax) for the year
130
Standalone Notes
attributable to equity shareholders by the weighted recognition. Transaction costs directly attributable to
average number of equity shares outstanding during the acquisition of financial assets or financial liabilities
the year. The weighted average number of equity at fair value through profit or loss are recognised
shares outstanding during the period is adjusted for immediately in Statement of Profit and Loss.
events of bonus issue and share split if any.
Classification and Subsequent Measurement:
For the purpose of calculating diluted earnings per Financial Assets
share, the net profit or loss (after tax) for the year The Company classifies financial assets as
attributable to equity shareholders and the weighted subsequently measured at amortised cost, fair value
average number of equity shares outstanding during through other comprehensive income (“FVOCI”) or
the year are adjusted for the effects of all dilutive fair value through profit or loss (“FVTPL”) on the basis
potential equity shares. of following:
1.17 Foreign Currency Transactions: •

the entity’s business model for managing the
a) Transactions denominated in foreign currencies financial assets and
are recorded at the exchange rates prevailing on
the date of the transaction. • the contractual cash flow characteristics of the
financial asset.
b)
As at balance sheet date, foreign currency
monetary items are translated at closing Amortised Cost:
exchange rate. Foreign currency non-monetary A financial asset shall be classified and measured at
items carried at fair value are translated at the amortised cost if both of the following conditions are
rates prevailing at the date when the fair value met:
was determined. Foreign currency non-monetary
items measured in terms of historical cost are • the financial asset is held within a business model
translated using the exchange rate as at the date whose objective is to hold financial assets in
of initial transactions. order to collect contractual cash flows and
c)
Exchange difference arising on settlement or • the contractual terms of the financial asset give
translation of foreign currency monetary items rise on specified dates to cash flows that are
are recognized as income or expense in the year solely payments of principal and interest on the
in which they arise except to the extent exchange principal amount outstanding.
differences are regarded as an adjustment
to interest cost on those foreign currency Fair Value through OCI (FVOCI):
borrowings. A financial asset shall be classified and measured at
FVOCI if both of the following conditions are met:
1.18 Financial Instruments:
Financial assets and financial liabilities are recognised • the financial asset is held within a business model
when a Company becomes a party to the contractual whose objective is achieved by both collecting
provisions of the instruments. contractual cash flows and selling financial
assets and
Measurement
At initial recognition, the Company measures a • the contractual terms of the financial asset give
financial asset and financial liabilities at its fair value. rise on specified dates to cash flows that are
Transaction costs that are directly attributable to the solely payments of principal and interest on the
acquisition or issue of financial assets and financial principal amount outstanding.
liabilities (other than financial assets and financial
liabilities at fair value through profit or loss and Fair Value through Profit or Loss (FVTPL):
ancillary costs related to borrowings) are added A financial asset shall be classified and measured at
to or deducted from the fair value of the financial fair value through profit or loss unless it is measured
assets or financial liabilities, as appropriate, on initial at amortised cost or at FVOCI.

Standalone Notes
All recognised financial assets are subsequently On derecognition of a financial asset (other than
measured in their entirety at either amortised cost specific equity instrument classified as FVOCI) in its
or fair value, depending on the classification of the entirety, the difference between the asset’s carrying
financial assets. amount and the sum of the consideration received
and receivable and the cumulative gain or loss that
Equity instruments: had been recognised in other comprehensive income
The Company subsequently measures its specific and accumulated in equity is recognised in profit
equity investments other than investments in or loss if such gain or loss would have otherwise
joint venture at fair value. Where the Company’s been recognised in profit or loss on disposal of that
management has elected to present fair value financial asset.
gains and losses on equity investments in other
comprehensive income, there is no subsequent On derecognition of a financial asset other than
reclassification of fair value gains and losses to the in its entirety (e.g. when the Company retains an
Statement of Profit and Loss. Dividends from such option to repurchase part of a transferred asset), the
investments are recognized in the Statement of Profit Company allocates the previous carrying amount of
and Loss as other income when the Company’s right the financial asset between the part it continues to
to receive payments is established. recognise under continuing involvement, and the part
it no longer recognises on the basis of the relative fair
Impairment of financial assets values of those parts on the date of the transfer. The
The Company assesses on a forward looking basis difference between the carrying amount allocated
the expected credit losses associated with its assets. to the part that is no longer recognised and the sum
The impairment methodology applied depends of the consideration received for the part no longer
on whether there has been a significant increase recognised and any cumulative gain or loss allocated
in credit risk. For trade receivables, the Company to it that had been recognised in other comprehensive
applies ‘simplified approach’ as specified under Ind income is recognised in profit or loss if such gain or
AS 109, which requires expected lifetime losses to be loss would have otherwise been recognised in profit
recognized from initial recognition of the receivables. or loss on disposal of that financial asset. A cumulative
The application of simplified approach does not gain or loss that had been recognised in other
require the Company to track changes in credit risk. comprehensive income is allocated between the part
The Company calculates the expected credit losses that continues to be recognised and the part that is
on trade receivables using a provision matrix on the no longer recognised on the basis of the relative fair
basis of its historical credit loss experience and is values of those parts.
adjusted for forward looking estimates.
Subsequent measurement: Financial Liabilities
Derecognition of financial assets: All financial liabilities of the Company are
The Company derecognises a financial asset when subsequently measured at amortized cost using the
the contractual rights to the cash flows from the asset effective interest method.
expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership Under the effective interest method, the future
of the asset to another party. If the Company neither cash payments are exactly discounted to the initial
transfers nor retains substantially all the risks and recognition value using the effective interest rate.
rewards of ownership and continues to control The cumulative amortization using the effective
the transferred asset, the Company recognises its interest method of the difference between the
retained interest in the asset and an associated liability initial recognition amount and the maturity amount
for amounts it may have to pay. If the Company retains is added to the initial recognition value (net of
substantially all the risks and rewards of ownership of principal repayments, if any) of the financial liability
a transferred financial asset, the Company continues over the relevant period of the financial liability to
to recognise the financial asset and also recognises a arrive at the amortized cost at each reporting date.
collateralised borrowing for the proceeds received. The corresponding effect of the amortization under
132
Standalone Notes
effective interest method is recognized as interest statements of the Company as a whole. These
expense over the relevant period of the financial operating results are regularly reviewed by the
liability. The same is included under finance cost in company’s Chief Operating Decision Maker (“CODM”).
the Statement of Profit and Loss.
1.22 Critical accounting judgements and key sources of
Derecognition of Financial Liabilities: estimation uncertainty:
A financial liability is derecognized when the obligation The preparation of the Company’s financial
under the liability is discharged or cancelled or statements requires management to make
expires. When an existing financial liability is replaced judgements, estimates and assumptions that affect
by another from the same lender on substantially the reported amounts of revenues, expenses, assets
different terms, or the terms of an existing liability and liabilities, and the accompanying disclosures, and
are substantially modified, such an exchange or the disclosure of contingent liabilities. Uncertainty
modification is treated as the Derecognition of the about these assumptions and estimates could result
original liability and the recognition of a new liability. in outcomes that require a material adjustment to
The difference between the carrying amount of the the carrying amount of assets or liabilities affected in
financial liability derecognized and the consideration future periods
paid is recognized in the Statement of Profit and Loss.

Critical judgements and estimates in applying
1.19 Cash Flow Statement and Cash and Cash accounting policies:
Equivalents:
Cash and cash equivalents include cash in hand, bank 1) Property, Plant and Equipment:
balances, deposits with banks (other than on lien) and Property, Plant and Equipment represent a
all short term highly liquid investments / mutual funds significant proportion of the asset base of the
(with zero exit load at the time of investment) that Company. The charge in respect of periodic
are readily convertible into known amounts of cash depreciation is derived after determining an
and are subject to an insignificant risk of changes estimate of an asset’s expected useful life.
in value. Cash flows are reported using the indirect The useful lives of the Company’s assets are
method, where by net profit before tax is adjusted for determined by the management at the time the
the effects of transactions of a non-cash nature, any asset is acquired and reviewed periodically,
deferrals or accruals of past or future operating cash including at each financial year end. The lives
receipts or payments and item of income or expenses are based on historical experience with similar
associated with investing or financing cash flows. The assets as well as anticipation of future events,
cash flows from operating, investing and financing which may impact their life, such as changes in
activities are segregated. technical or commercial obsolescence arising
from changes or improvements in production or
1.20 Dividend distribution: from a change in market demand of the product
Final equity dividends on shares are recorded as a or service output of the asset.
liability on the date of approval by the shareholders
and interim equity dividends are recorded as a liability 2) Estimation of Defined benefit obligation:
on the date of declaration by the Company’s Board of The costs of providing post-employment benefits
Directors. are charged to the Statement of Profit and Loss
in accordance with Ind AS 19 ‘Employee benefits’
1.21 Segment Reporting: over the period during which benefit is derived
Operating segments have been identified taking from the employees’ services. The costs are
into account the nature of the products / services, assessed on the basis of assumptions selected
geographical locations, nature of risks and returns, by the management. These assumptions include
internal organization structure and internal financial salary escalation rate, discount rates, expected
reporting system. The Company prepares its segment rate of return on assets and mortality rates. The
information in conformity with the accounting policies same is disclosed in Note 2.40
adopted for preparing and presenting the financial

Standalone Notes
3) Sales Returns: unit’s carrying amount exceeds its recoverable

The Company accounts for sales returns accrual amount to determine the recoverable amount,
by recording an allowance for sales returns management estimates expected future cash
concurrent with the recognition of revenue at the flows from each asset or cash generating unit
time of a product sale. This allowance is based and determines a suitable interest rate in order to
on the Company’s estimate of expected sales calculate the present value of those cash flows. In
returns. The Company deals in various products the process of measuring expected future cash
and operates in various markets. Accordingly, the flows, management makes assumptions about
estimate of sales returns is determined primarily future operating results. These assumptions
by the Company’s historical experience in the relate to future events and circumstances. The
markets in which the Company operates. actual results may vary, and may cause significant
adjustments to the Company’s assets. In most
4) Fair value measurement of Financial cases, determining the applicable discount rate
Instruments: Refer Note 2.50 involves estimating the appropriate adjustment
to market risk and the appropriate adjustment to
5) Impairment asset-specific risk factors.
An impairment loss is recognised for the
amount by which an asset’s or cash-generating
134
Property, Plant and Equipment and Intangible Assets 2.1:
Gross Block Depreciation / Amortisation Net Block

Sr. Description of the Block
No. of Assets As at Deductions/ As at As at Deductions/ As at As at As at
Additions Depreciation
01/04/2017 Discarded 31/3/2018 01/04/2017 Discarded 31/3/2018 31/3/2018 31/03/2017
Property Plant & Equipment
(Tangible Assets)
1 Free Hold Land 1,603.42 93.93 - 1,697.35 - - - - 1,697.35 1,603.42
2 Building 2,729.08 - - 2,729.08 113.88 105.13 - 219.01 2,510.07 2,615.20
3 Furnitures & Fixtures 62.57 33.70 - 96.27 15.26 8.24 - 23.50 72.77 47.31
4 Plant and Machinery 1,870.81 758.16 51.72 2,577.25 209.75 290.35 8.15 491.95 2,085.30 1,661.06
5 Computer 139.96 36.82 9.08 167.70 42.41 57.77 7.63 92.55 75.15 97.55
6 Office Equipments 99.05 146.46 - 245.51 26.38 47.62 - 74.00 171.51 72.67
7 Vehicles 177.87 20.30 - 198.17 25.37 29.33 - 54.70 143.47 152.51
Total of Property Plant & 6,682.76 1,089.37 60.80 433.04 538.45 15.78 6,249.72
7,711.33 955.71 6,755.62
equipment (A)
Intangible Assets (other than
internally generated)
1 Software (Acquired) 77.39 35.08 - 112.46 35.85 26.55 - 62.40 50.06 41.54
Corporate Overview 1-36
Standalone Notes
2 Membership Rights 7.20 - - 7.20 3.60 3.60 - 7.20 - 3.60

Total of Intangible Assets (B) 84.59 35.08 - 119.66 39.45 30.15 - 69.60 50.06 45.14
Sr. Description of the Block As at As at As at As at

Additions Capitalised
No. of Assets 01/04/2017 31/3/2018 31/3/2018 31/03/2017
Capital Work in Progress (CWIP)

1 Plant and Machinery 233.35 244.54 420.87 57.02 - - - - 57.02 233.35
2 Building 491.15 360.34 - 851.49 - - - - 851.49 491.15
Total CWIP 724.50 604.88 420.87 908.51 - - - - 908.51 724.50
Intangible Assets under
development
Statutory Reports 44-107
1 Software (Acquired) 2.86 12.49 - 15.35 - - - - 15.35 2.86

Total CWIP (C) 727.36 617.37 420.87 923.86 - - - - 923.86 727.36
Investment Properties (2.1.1)
1 Building 255.91 - - 255.91 95.56 8.76 - 104.32 151.59 160.35
Total Investment
255.91 - - 255.91 95.56 8.76 - 104.32 151.59 160.35
properties (D)
Grand total (A+B+C+D) 7,750.62 1,741.82 481.67 9,010.76 568.05 577.35 15.78 1,129.63 7,881.13 7,182.57
Annual Report 2017-18

Financial Statements 114-238
135
Standalone Notes
2.1.1a Investment Properties

Particulars 31st March18 31st March17*
Rental income derived from Investment properties 89.51 6.09
Direct operating expenses (Including repair and maintenance) 2.58 0.10
Income arising from Investment properties before depreciation 86.93 5.99
Depreciation 8.76 0.15
Income from Investment properties (Net) 78.17 5.84
*Expenses is for the proportionate period for which property was given on operating lease.
The Fair value of investment properties as at 31st March 2018 is ` 516.11 lakhs (P.Y. ` 284.86 lakhs)
2.1.2 Building includes the value of 14,000 (P.Y.14,000) share of ` 100 each in Synthofine Estate CHS Ltd and value of 10 (P.Y.10)
share of ` 50 each in Gautam Chemical Industrial Premises CHS Ltd.
2.1.3 Balance useful life of membership rights as at year end is Nil (P.Y. 12 months).
2.1.4 Building includes building constructed on lease hold land having Gross block of ` 226.65 lakhs (P.Y. ` 226.65 lakhs)
2.1.5 In the year 2014-15, the company has acquired freehold land with integrated structures for a composite value whose
conveyance is registered and municipal records updated. The value of the structure is determined based on estimated
depreciated value of structures and the balance is considered as the value of the land. In respect of the land, the company
has undivided share in land. Also an insignificant portion of land is unlawfully occupied by an illegal occupant and the said
occupant had raised some illegal structures which were demolished by the Municipal Corporation during the year under
review. The said illegal occupant has filed a suit in the Hon’ble High Court for his alleged claim in respect of the portion of
the land illegally occupied by him. The company has refuted the alleged claim of the illegal occupant and is defending the
suit. The Company has filed an Eviction suit against the illegal occupant in the Hon’ble Small Causes Court. Both the said
matters are sub-judiced.There is insignificant impact of these litigations on the financial position of the company.
2.1.6 Amount capitalised under building block includes Nil (P.Y.`198.40) being the amount of capital expenditure incurred on
self-constructed assets.Further such amount included under CWIP is aggregating to `851.49 lakhs (P.Y.`491.15 lakhs).

136

Sr.
Description of the Block of Assets As at Deductions/ As at As at Deductions/ As at As at
No. Additions Depreciation
01/04/2016 Discarded 31/3/2017 01/04/2016 Discarded 31/3/2017 31/3/2017
Property Plant & Equipment (Tangible Assets)
1 Free Hold Land 1,540.45 62.98 - 1,603.42 - - - - 1,603.42
2 Building 2,530.68 198.40 - 2,729.08 - 113.88 - 113.88 2,615.20
3 Furnitures & Fixtures 62.57 - 62.57 - 15.26 15.26 47.31
4 Plant and Machinery 1,140.81 755.12 25.12 1,870.81 - 212.49 2.74 209.75 1,661.06
5 Computer 78.15 63.21 1.40 139.96 - 42.65 0.24 42.41 97.55
6 Office Equipments 56.67 42.38 99.05 - 26.38 26.38 72.67
7 Vehicles 140.93 39.20 2.26 177.87 - 26.18 0.82 25.36 152.51
Total of Property Plant & equipment (A) 5,550.25 1,161.30 28.78 6,682.77 - 436.84 3.80 433.04 6,249.72
Intangible Assets (other than internally
generated)
1 Software (Acquired) 66.38 11.01 77.39 35.85 35.85 41.54

2 Membership Rights 7.20 - - 7.20 3.60 - 3.60 3.60
Total of Intangible Assets (B) 73.58 11.01 - 84.59 - 39.45 - 39.45 45.14
Standalone Notes
Gross Block Net Block

Sr.
Description of the Block of Assets As at As at As at
No. Additions Capitalised
01/04/2016 31/3/2017 31/3/2017
1 Plant and Machinery 111.26 504.28 382.19 233.35 - - - - 233.35
2 Building 152.30 549.73 210.89 491.14 - - - - 491.14
3 Total CWIP 263.56 1,054.01 593.08 724.49 - - - - 724.49
Intangible Assets Under Development
1 Software (Acquired) - 2.86 - 2.86 - - - - 2.86
Total CWIP (C) 263.56 1,056.87 593.08 727.35 - - - - 727.35

1 Building 29.21 226.70 255.91 86.80 8.76 - 95.56 160.35
Total Investment properties (D) 29.21 226.70 - 255.91 86.80 8.76 - 95.56 160.35
Grand total (A+B+C+D) 5,916.60 2,455.88 621.86 7,750.62 86.80 485.05 3.80 568.05 7,182.56

137
Standalone Notes
As at As at As at
Particulars Note
31st March 2018 31st March 2017 01 st April 2016
INVESTMENTS 2.2
Non Current Investments (refer note 1.18)
a) Trade Investments (Unquoted)
Investment in Joint Venture White Knitwear Private Limited
(Refer Note 2.2.1)
In Equity Shares
330,000 (P.Y. 330,000) Shares of face value ` 10 each,
33.00 33.00 33.00
fully paid up.
In Preference Shares
3,125,000 (P.Y. 3,125,000) 9% Cumulative Redeemable
312.50 312.50 312.50
Preference Shares of face value of `10 each fully paid up.
b) Other than Trade Investments (Quoted)
In Equity Shares
4,512 (P.Y. 4,512) Reliance Power Limited Shares of face value `
1.63 2.17 2.23
10 each fully paid up.
7,500 (P.Y. 7,500) HCL Technologies Ltd Shares of face value `
72.71 65.55 61.06
25,000 (P.Y. 25,000) Tech Mahindra Ltd Shares of face value `
159.58 114.58 118.86
In Fixed Maturity Plan
Investment in unquoted Mutual Funds
In units of Fixed Maturity Plans (FMP’s) of ` 10/- each
fully paid up
Birla Sunlife FTP Series OF Growth 1,035.25 956.72 -
[Units: 9,510,574 (31/03/17 - 9,510,574, 01/04/16 - NIL)]
DHFL Pramerica FMP Series 45 Growth - 262.97 240.73
[Units: NIL (31/03/17 - 2,000,000, 01/04/16 - 2,000,000)]
[Units: NIL (31/03/17 - 5,000,000, 01/04/16 - 5,000,000)]
DSP Blackrock FMP-Series 209-37M-Growth 319.55 300.34 -
[Units: 3,000,000 (31/03/17 - 3,000,000, 01/04/16 - NIL)]
HDFC FMP 372D Feb 2014-1 Growth - - 604.09
[Units: NIL (31/03/17 - NIL, 01/04/16 - 5,000,000)]
HDFC FMP 1199D Jan 2017(1) - Growth 1,093.19 1,010.49 -
[Units: 10,000,000 (31/03/17 - 10,000,000, 01/04/16 - NIL)]
HDFC FMP 1178D Feb 2017(1) - Growth 356.79 328.79 -
[Units: 3,252,951 (31/03/17 - 3,252,951, 01/04/16 - NIL)]
ICICI Pru FMP Series 79 - 1120D Plan J - Growth 1,101.11 1,030.40 -
[Units: 9,763,702 (31/03/17 - 9,763,702, 01/04/16 - NIL)]
ICICI Pru FMP Series 80 - 1170D Plan I - Growth 575.87 528.72 -
[Units: 5,253,506 (31/03/17 - 5,253,506, 01/04/16 - NIL)]
Kotak FMP Series 187 - Growth 120.56 111.51 101.24
[Units: 1,000,000 (31/03/17 - 1,000,000, 01/04/16 - 1,000,000)]
Kotak FMP Series 202 - Growth 534.75 501.07 -
[Units: 5,000,000 (31/03/17 - 5,000,000, 01/04/16 - NIL)]
Principal PNB FMP Series B14 390 Days Growth - - 597.89
[Units: NIL (31/03/17 - NIL, 01/04/16 - 5,000,000)]
Reliance Fixed Horizon Fund XXVI - Series 12 - Growth - - 141.49
[Units: NIL (31/03/17 - NIL, 01/04/16 - 1,197,116.241)]
Reliance Fixed Horizon Fund XXVIII - Series 7 - Growth - - 824.36
138
Standalone Notes
As at As at As at
Particulars Note
[Units: NIL (31/03/17 - NIL, 01/04/16 - 7,500,000)]
Reliance Fixed Horizon Fund XXXI - Series 13 - Growth 1,692.85 1,534.36 -
[Units: 15,179,080 (31/03/17 - 15,179,080, 01/04/16 - NIL)]
Reliance Fixed Horizon Fund XXXII - Series 2 - Growth 178.91 164.18 -
[Units: 1,600,000 (31/03/17 - 1,600,000, 01/04/16 - NIL)]
Reliance Fixed Horizon Fund XXXII - Series 2 - Regular-Growth 110.64 102.29 -
[Units: 1,000,000 (31/03/17 - 1,000,000, 01/04/16 - NIL)]
[Units: 2,000,000 (31/03/17 - 2,000,000, 01/04/16 - NIL)]
Reliance Fixed Horizon Fund XXXIII - Series 2 - Growth 219.83 200.91 -
[Units: 2,000,000 (31/03/17 - 2,000,000, 01/04/16 - NIL)]
[Units: 6,006,447.403 (31/03/17 - 6,006,447.403, 01/04/16 - NIL)]
Sundaram FTP GJ 3 Year - Growth - - 582.89
[Units: NIL (31/03/17 - NIL, 01/04/16 - 5,000,000)]
UTI Fixed Term Income Fund Series XIX-XVIII - Growth - - 584.29
[Units: NIL (31/03/17 - NIL, 01/04/16 - 5,000,000)]
UTI Fixed Term Income Fund Series XXI-VII - Growth - 604.45 551.21
[Units: NIL (31/03/17 - 5,000,000, 01/04/16 - 5,000,000)]
UTI Fixed Term Income Fund Series XXI-VIII - Growth - 722.76 659.50
[Units: NIL (31/03/17 - 6,000,000, 01/04/16 - 6,000,000)]
UTI Fixed Term Income Fund Series XXI-X - Growth - 600.02 548.24
[Units: NIL (31/03/17 - 5,000,000, 01/04/16 - 5,000,000)]
UTI Fixed Term Income Fund Series XXV-VII - Growth 175.88 164.76 -
[Units: 1,600,000 (31/03/17 - 1,600,000, 01/04/16 - NIL)]
UTI Fixed Term Income Fund Series XXV-XII - Growth 218.17 203.84 -
[Units: 2,000,000 (31/03/17 - 2,000,000, 01/04/16 - NIL)]
UTI Fixed Term Income Fund Series XXVI-I - Growth 325.86 304.39 -
[Units: 3,019,459.258 (31/03/17 - 3,019,459.258, 01/04/16 - NIL)]
UTI Fixed Term Income Fund Series XXVI-II - Growth 1,076.41 1,004.87 -
[Units: 10,000,000 (31/03/17 - 10,000,000, 01/04/16 - NIL)]
Franklin India FMP-Sereis 2-Plan A - Growth 101.40 - -
[Units: 1,000,000 (31/03/17 - NIL, 01/04/16 - NIL)]
Franklin India FMP-Sereis 2-Plan B - Growth 101.68 - -
[Units: 1,000,000 (31/03/17 - NIL, 01/04/16 - NIL)]
HDFC FMP 1165D April 2017 (1) 697.64 - -
[Units: 6,542,049 (31/03/17 - NIL, 01/04/16 - NIL)]
HSBC FTS 130 Growth 1204 days 101.70 - -
[Units: 1,000,000 (31/03/17 - NIL, 01/04/16 - NIL)]
ICICI Pru FMP Series 81 1205 Days - Growth 159.57 - -
[Units: 1,500,000 (31/03/17 - NIL, 01/04/16 - NIL)]
Reliance Fixed Horizon Fund XXXV - Series 7 - Growth 203.19 - -
[Units: 2,000,000 (31/03/17 - NIL, 01/04/16 - NIL)]
UTI FTIF-Series XXVII-VI - Growth 310.04 - -
[Units: 3,000,000 (31/03/17 - NIL, 01/04/16 - NIL)]
Reliance Fixed Horizon Fund XXXVI-Series 6 707.41 - -
[Units: 7,000,000 (31/03/17 - NIL, 01/04/16 - NIL)]

Standalone Notes
As at As at As at
Particulars Note
[Units: 3,000,000 (31/03/17 - NIL, 01/04/16 - NIL)]
In the units of Fixed Maturity Plan (FMP’S) of ` 1000/- each
fully paid
DHFL Pramerica Fixed Duration Fund-Series AF-Growth 323.97 300.37 -
[Units: 30,000 (31/03/17 - 30,000, 01/04/16 - NIL)]
Kotak India Whizdom Fund
Capital Contribution 112.81 50.00 -
13,712.52 12,929.20 6,513.36
Aggregate Market / Net asset Value
- Quoted 233.92 182.29 182.15
- Unquoted 13,478.60 12,746.91 6,331.21
The Company had invested in aggregate ` 34,550,000 in Joint
Venture “”White Knitwear Private Limited”” (WKPL). The WKPL
had acquired land in Surat Special Economic Zone (SEZ) and
constructed factory building for setting up of manufacturing
unit for production of Knitwear Apparels for exports. However
due to slowdown in International market, SEZ could not take
off and most of the members of SEZ shelved their projects and
approached to Gujarat Industrial Development Corporation
(GIDC) and State and Central government for de-notification
of SEZ.
2.2.1
Gujarat Industrial Development Corporation vide its circular No.
GIDC/CIR/Distribution/Policy /13/05 dated 14.03.2013 has de-
notified the SEZ and conceded the members to convert and use
the erstwhile land in SEZ as Domestic Tariff Area (DTA) subject to
fulfillment of conditions stated therein. WKPL vide its letter dated
04.04.13 has consented for de-notification of its plot of land and
undertaken to complete the formal procedure for the same.
Post de-notification joint venture partners shall dispose of the
Company/land and building and realize the proceeds to return it
to joint venture partners.
OTHER FINANCIAL ASSETS 2.3
(Unsecured considered good)
Security Deposits (Net of provision of `9.86 Lakhs(P.Y.` 9.86 lakhs)) 186.58 129.29 139.39
Loan to Employees 53.36 26.05 29.92
Rent Deposits to Related Parties (refer note 2.41(b)) 7.83 7.83 7.83
Bank Deposits offered as Security 3.76 26.26 3.29
Interest receivables on Bank Deposits 0.17 0.82 0.43
251.70 190.25 180.86
DEFERRED TAX ASSET 2.15
Deferred tax Asset - - 49.78
OTHER NON CURRENT ASSETS 2.4
Capital Advances 5.04 192.97 357.80
Prepaid Expenses 22.96 21.88 3.75
Prepaid lease rental (Leasehold Property) 204.05 207.11 210.16
Advance Tax / Tax deducted at source (Net of Provision) - 111.26 362.46
232.05 533.22 934.17
INVENTORIES 2.5
140
Standalone Notes
As at As at As at
Particulars Note
Finished goods 2,651.93 2,449.57 1,832.75
Work-in-Progress 1,624.01 1,556.62 2,950.24
Raw material 722.98 830.72 522.08
Traded goods 127.58 153.12 156.01
Packing material & accessories 87.33 58.81 103.56
Stores, chemicals and consumables 71.18 77.36 52.87
5,285.01 5,126.20 5,617.51
In terms of Guidance note on Accounting Treatment for Excise Duty
issued by the Institute of Chartered Accountants of India (ICAI)
2.5.1
excise duty of ` NIL (P.Y. `23.43 lakhs) is considered as an element
of cost for valuation of finished goods inventory.
CURRENT INVESTMENTS (Refer Note 1.18) 2.6
(includes current maturity of non current investment)
In units of Fixed Maturity Plans (FMP’s) of ` 10/- each fully paid up
(Current Portion of Long Term Investments)
Birla Sunlife FTP Series JA Growth - - 611.11
[Units: NIL (31/03/17 - NIL, 01/04/16 - 5,000,000)]
Birla Sunlife FTP Series KD Growth - - 601.55
[Units: NIL (31/03/17 - NIL, 01/04/16 - 5,000,000)]
DSP Blackrock FMP Series 111-12 Month - Growth - - 151.67
[Units: NIL (31/03/17 - NIL, 01/04/16 - 1,196,613.851)]
HDFC FMP 371D Dec 2013-2 Growth - - 365.69
[Units: NIL (31/03/17 - NIL, 01/04/16 - 3,000,000)]
HDFC FMP 369D Jan 2014-1 Growth - - 614.60
[Units: NIL (31/03/17 - NIL, 01/04/16 - 5,091,849)]
HDFC FMP 372D Feb 2014-1 Growth - 652.40 -
[Units: NIL (31/03/17 - 5,000,000, 01/04/16 - 5,000,000)]
ICICI Pru FMP Series 68-369D Plan I - - 953.89
[Units: NIL (31/03/17 - NIL, 01/04/16 - 7,464,604)]
ICICI Pru FMP Series 72-368D Plan A - - 242.21
[Units: NIL (31/03/17 - NIL, 01/04/16 - 2,000,000)]
IDFC FTP Series 49 Growth - - 244.47
[Units: NIL (31/03/17 - NIL, 01/04/16 - 2,002,581)]
IDFC Yearly Series Interval Fund - Series 1 - Growth - - 2,005.69
[Units: NIL (31/03/17 - NIL, 01/04/16 - 15,249,970.718)]
Kotak FMP Series 111 Growth - - 20.34
[Units: NIL (31/03/17 - NIL, 01/04/16 - 160,000)]
[Units: NIL (31/03/17 - NIL, 01/04/16 - 1,100,000)]
[Units: NIL (31/03/17 - NIL, 01/04/16 - 2,002,583)]
[Units: NIL (31/03/17 - NIL, 01/04/16 - 5,000,000)]
Principal PNB FMP Series B14 390 Days Growth - 648.32 -
[Units: NIL (31/03/17 - 5,000,000, 01/04/16 - 5,000,000)]
Reliance Fixed Horizon Fund - XXIV - Series 15 Growth - - 1,465.27
[Units: NIL (31/03/17 - NIL, 01/04/16 - 11,500,000)]
Reliance Yearly Interval Fund - Series 4 - Growth - - 546.06

Standalone Notes
As at As at As at
Particulars Note
[Units: NIL (31/03/17 - NIL, 01/04/16 - 4,164,896.586)]
Reliance Fixed Horizon Fund XXVI - Series 12 - Growth - 152.81 -
[Units: NIL (31/03/17 - 1,197,116.241, 01/04/16 - 1,197,116.241)]
Reliance Fixed Horizon Fund XXVIII - Series 7 - Growth - 900.85 -
[Units: NIL (31/03/17 - 7,500,000, 01/04/16 - 7,500,000)]
Sundaram FTP GJ 3 Year - Growth - 633.55 -
[Units: NIL (31/03/17 - 5,000,000, 01/04/16 - 5,000,000)]
UTI Fixed Term Income Fund Series XIX-XVIII - Growth - 637.66 -
[Units: NIL (31/03/17 - 5,000,000, 01/04/16 - 5,000,000)]
TATA FMP Series 43 Scheme C Growth - - 140.67
[Units: NIL (31/03/17 - NIL, 01/04/16 - 1,100,000)]
TATA FMP Series 46 Scheme I Growth - - 603.65
[Units: NIL (31/03/17 - NIL, 01/04/16 - 5,000,000)]
DHFL Pramerica FMP Series 45 Growth 281.74 - -
[Units: 2,000,000 (31/03/17 - NIL, 01/04/16 - NIL)]
[Units: 5,000,000 (31/03/17 - NIL, 01/04/16 - NIL)]
UTI Fixed Term Income Fund Series XXI-VII - Growth 649.12 - -
[Units: 5,000,000 (31/03/17 - NIL, 01/04/16 - NIL)]
UTI Fixed Term Income Fund Series XXI-VIII - Growth 775.44 - -
[Units: 6,000,000 (31/03/17 - NIL, 01/04/16 - NIL)]
UTI Fixed Term Income Fund Series XXI-X - Growth 643.37 - -
[Units: 5,000,000 (31/03/17 - NIL, 01/04/16 - NIL)]
In the units of Income Funds of ` 10/- each fully paid
UTI Short Term Income Fund Growth - - 63.33
[Units: NIL (31/03/17 - NIL, 01/04/16 - 348,585.093)]
SBI Dynamic Bond Fund Growth - - 175.32
[Units: NIL (31/03/17 - NIL, 01/04/16 - 967,105.518)]
Edelweiss Short Term Income Fund - Growth - - 122.22
[Units: NIL (31/03/17 - NIL, 01/04/16 - 709,975.151)]
BOI Axa Corporate Credit Spectrum Fund - Growth 220.04 201.83 -
[Units: 1,642,184.434 (31/03/17 - 1,642,184.434, 01/04/16 - NIL)]
HDFC Medium Term Opportunities Fund - Growth 700.54 656.13 -
[Units: 3,609,580.445 (31/03/17 - 3,609,580.445, 01/04/16 - NIL)]
ICICI Pru Regular Savings Fund -Direct - Growth 272.04 254.38 -
[Units: 1,464,514.806 (31/03/17 - 1,464,514.806, 31/03/17 - NIL)]
ICICI Pru Regular Savings Fund - Growth 280.99 260.40 -
[Units: 1,442,895.749 (31/03/17 - 1,442,895.749, 01/04/16 - NIL)]
IDFC Credit Opportunities Fund - Growth 654.05 608.52 -
[Units: 6,030,225.274 (31/03/17 - 6,030,225.274, 01/04/16 - NIL)]
IDFC Corporate Bond Fund -Direct- Growth 240.46 225.30 204.59
[Units: 2,008,786.449 (31/03/17 - 2,008,786.449, 01/04/16 -
2,008,786.449)]
IDFC Corporate Bond Fund -Regular - Growth 276.17 259.52 -
[Units: 2,323,070.357 (31/03/17 - 2,323,070.357, 01/04/16 - NIL)]
Principal Short Term Income Fund - Growth 823.77 121.80 -
142
Standalone Notes
As at As at As at
Particulars Note
[Units: 410,650.895 (31/03/17 - 410,650.895, 01/04/16 - NIL)]
Tata Short Term Bond Fund - Growth 161.49 151.62 -
[Units: 481,575.842 (31/03/17 - 481,575.842, 01/04/16 - NIL)]
Birla Sunlife Dynamic Bond Fund-Retail Growth - - 196.21
[Units: NIL (31/03/17 - NIL, 01/04/16 - 732,544.24)]
BOI Axa Corporate Credit Spectrum Fund - Growth 261.44 - -
[Units: 1,958,572.279 (31/03/17 - NIL, 01/04/16 - NIL)]
DSP Blackrock Low Duration Fund - Growth 256.33 - -
[Units: 2,011,489.629 (31/03/17 - NIL, 01/04/16 - NIL)]
Franklin India Low Duration Fund - Growth 257.13 - -
[Units: 1,266,804.157 (31/03/17 - NIL, 01/04/16 - NIL)]
IIFL Dynamic Bond Fund - Growth 100.42 - -
[Units: 704,061.732 (31/03/17 - NIL, 01/04/16 - NIL)]
L&T Short Term Opportunity Fund - Growth 258.05 - -
[Units: 1,517,515.16 (31/03/17 - NIL, 01/04/16 - NIL)]
Mirae Asset Dynamic Bond Fund - Growth 151.89 - -
[Units: 1,446,717.398 (31/03/17 - NIL, 01/04/16 - NIL)]
BNP Paribas Corporate Bond Fund - Growth 100.54 - -
[Units: 514,461.513 (31/03/17 - NIL, 01/04/16 - NIL)]
In the units of Equity Funds of ` 10/- each fully paid
Edelweiss Arbitrage Fund - Div Reinvestment - - 272.23
[Units: NIL (31/03/17 - NIL, 01/04/16 - 2,627,648.977)]
Edelweiss Arbitrage Fund - Growth 1,032.96 967.88 512.39
[Units: 7,827,072.075 (31/03/17 - 7,826,257.707, 01/04/16 -
4,441,522.909)]
Edelweiss Absolute Return Fund - Growth 275.85 249.88 224.27
[Units: 1,213,592.233 (31/03/17 - 1,213,592.233, 01/04/16 -
1,213,592.233)]
Investment in unquoted Alternate Investment Funds
Ambit Alpha Fund Scheme I - - 848.68
[Units: NIL (31/03/17 - NIL, 01/04/16 - 80,000) ]
9,329.67 7,582.84 12,171.48
Aggregate Market / Net asset Value 9,329.67 7,582.84 12,171.48
TRADE RECEIVABLES 2.7
a) Debtors (Secured against Customer Security Deposit)
i) Over Six Months from the date they are due for payment 67.82 27.86 216.28
ii) Others 1,404.81 686.75 960.09
1,472.63 714.61 1,176.37
b) Debtors (Unsecured)
i) Over Six Months from the date they are due for payment
a) Considered Good 4,837.82 1,117.44 1,324.95
b) Doubtful 245.59 212.00 61.24

Standalone Notes
As at As at As at
Particulars Note
ii) Others
b) Doubtful 97.41 98.00 193.76
12,487.05 10,210.78 9,975.24
Less: Provision for Doubtful Debts
(based on Expected Credit Loss model)
ii) Others 97.41 98.00 193.76
343.00 310.00 255.00
13,616.68 10,615.39 10,896.61
CASH & CASH EQUIVALENT 2.8
Cash on Hand 21.32 16.08 14.67
Balances with Banks:-
In Current Accounts 289.95 144.29 156.33
In EEFC Account (USD 169.54) (P.Y.USD 2,23,840.94) 0.11 150.95 2.89
In Bank Deposits 334.54 13.89 353.00
In Bank Deposits with more than 12 months maturity 100.00 426.94 5.62
Liquid Mutual Funds (refer 2.8.1) 5,408.37 5,803.88 1,682.37
6,154.29 6,556.03 2,214.88
OTHER BANK BALANCES 2.9
Earmarked balances in bank
In Unclaimed Dividend Accounts 5.62 4.91 4.43
In Bank Deposits offered as Security (Maturity of less than
88.83 83.12 100.25
12 Months)
94.45 88.03 104.68
Details of Current Investments in Liquid Mutual Funds(Unquoted) as
2.8.1
given below:
a) Face Value of ` 10/- each fully paid up
Franklin India Ultra Short Bond Fund - Growth 545.43 504.51 -
[Units: 2,259,366.203 (31/03/17 - 2,259,366.203, 01/04/2016 - NIL)]
HDFC Cash Management Fund -- TP - Growth - 203.85 -
[Units: NIL (31/03/17 - 575,417.033, 01/04/16 - NIL)]
HDFC Banking and PSU Debt Fund - Growth 215.40 202.48 -
[Units: 1,532,179.602 (31/03/17 - 1,532,179.602, 01/04/16 - NIL)]
ICICI Pru Ultra Short Term - Growth 326.59 305.50 -
[Units: 1,785,278.593 (31/03/17 - 1,785,278.593, 01/04/16 - NIL)]
IIFL Cash Opportunities Fund - 202.13 -
[Units: NIL (31/03/17 - 1,775,347.524, 01/04/16 - NIL)]
Sundaram Banking and PSU Debt Fund 409.91 - -
[Units: 1,498,935.756 (31/03/17 - NIL, 01/04/16 - NIL)]
Total (a) 1,497.33 1,418.47 -
b) Face Value of ` 100/- each fully paid up
Birla Sunllife Savings Fund - Growth 1,277.60 1,189.14 343.27
[Units: 371,478.043 (31/03/17 - 371,478.043, 01/04/16 -
131,990.410)]
Birla Sunllife Treasury Optimizer Plan - Growth 212.78 199.93 -
[Units: 96,032.789 (31/03/17 - 96,032.789, 01/04/16 - NIL)]
ICICI Pru Flexible Income - Growth 330.02 307.85 -
[Units: 98,488.109 (31/03/17 - 98,488.109, 01/04/16 - NIL)]
Total (b) 1,820.40 1,696.92 343.27
144
Standalone Notes
As at As at As at
Particulars Note
c) Face Value of ` 1,000/- each fully paid up
Axis Treasury Advantage Fund - Growth 900.22 844.22 782.83
[Units: 46,486.382 (31/03/17 - 46,486.382, 01/04/16 - 46,487.062)]
Baroda Pioneer Treasury Advantage Fund - Growth 518.09 481.68 -
[Units: 25,056.297 (31/03/17 - 25,056.297, 01/04/16 - NIL)]
Kotak Floater Short Term - Growth 160.52 150.24 -
[Units: 5,628.3282 (31/03/17 - 5,628, 01/04/16 - NIL)]
Kotak Low Duration Fund - Growth - 525.67 -
[Units: NIL (31/03/17 - 25,887.578, 01/04/16 - NIL)]
Principal Debt Opportunities Fund Corporate Bond Plan - Growth - 111.81
[Units: NIL (31/03/17 - NIL, 01/04/16 - 4,713.449)]
Principal Low Duration Fund - Growth - 204.80 -
[Units: 7,708.116 (31/03/17 - 7,708.116, 01/04/16 - NIL)]
Tata Ultra Short Term Fund - Growth 256.22 481.89 444.46
[Units: 19,418.844 (31/03/17 - 19,418.844, 01/04/16 - 19,418.844)]
Mirae Asset Saving Fund - Growth 255.59 - -
[Units: 17,064.708 (31/03/17 - NIL, 01/04/16 - NIL)]
Total (c) 2,090.64 2,688.50 1,339.10
(Unsecured, Considered Good)
Advance to Employees 22.03 36.48 40.03
Loans to Employees 23.44 18.47 21.53
144.27 132.70 165.20
OTHER CURRENT ASSETS 2.11
Export Incentive Receivable 72.57 44.75 57.14
Other Receivable 5.99 11.83 1.93
Advance for gratuity 60.54 110.96 65.32
Advance to Suppliers 387.24 206.78 144.01
529.40 377.38 271.46

Standalone Notes
As at As at As at
Particulars Note
SHARE CAPITAL 2.12
Authorized Capital 2,000.00 2,000.00 2,000.00
20,000,000 (P.Y. 20,000,000) Equity shares of `10 each
Issued, subscribed and Paid up:
12,325,037 (P.Y. 12,325,037) Equity shares of `10 each, fully paid up 1,232.50 1,232.50 1,232.50
1,232.50 1,232.50 1,232.50
The Company has only one class of shares referred to as equity
shares having a par value of ` 10/-. Each holder of equity shares is 2.12.1
entitled to one vote per share.
Reconciliation of the shares outstanding at the beginning and at the 2.12.2
end of the year
As at 31st March 2018 As at 31st March 2017 As at 01st April 2016

Particulars
No. of shares Amount No. of shares Amount No. of shares Amount
Shares outstanding at the beginning of the year 12,325,037 123,250,370 12,325,037 123,250,370 12,325,037 123,250,370
Shares issued during the year - - - - - -
Shares bought back during the year - - - - - -
Shares outstanding at the end of the year 12,325,037 123,250,370 12,325,037 123,250,370 12,325,037 123,250,370
Details of the shareholders holding more than 2.12.3
5% shares in the Company
As at 31st March 2018 As at 31st March 2017 As at 1 st April 2016
Name of Shareholder No. of % of No. of % of No. of % of
Shares held Holding Shares held Holding Shares held Holding
Shantaben P. Jain j/w Kewalchand P. Jain j/w Hemant
P. Jain(equity shares held in their capacity as trustees/ 6,153,000 49.92 6,153,000 49.92 6,153,000 49.92
beneficiaries of P.K.Jain Family Holding Trust)
Mr.Dinesh P Jain 729,831 5.92 726,651 5.90 726,651 5.90
includes 100,401 (31/03/2017 - 99,401, 01/04/2016 -
99401) shares jointly held with Mrs Sangeeta D. Jain
Mr.Vikas P Jain 721,821 5.86 718,086 5.83 718,086 5.83
includes 92,336 (31/03/2017 -91,836, 01/04/2016 -
91836) shares jointly held with Mrs Kesar V. Jain
Mr. Hemant P Jain 691,915 5.61 688,650 5.59 688,650 5.59
includes 78,400 (31/03/2017 - 77,400, 01/04/2016 -
77,400) shares jointly held with Mrs Lata H. Jain
Mr. Kewalchand P Jain 690,611 5.60 687,911 5.58 687,911 5.58
includes 77,161(31/03/2017 - 76,661, 01/04/2016 -
76,661) shares jointly held with Mrs Veena K. Jain
Nalanda India Fund Limited 1,179,081 9.57 1,200,000 9.74 1,200,000 9.74
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining
assets of the Company, after distribution of all preferential amounts. However, there are no preferential amounts inter-se
2.12.4
equity shareholders. The distribution will be in proportion to the number of equity shares held by the shareholders (After
due adjustment in case shares are not fully paid up.)
For the period of five years immediately preceding the date as at which the Balance Sheet is prepared:
(i) No shares have been allotted as fully paid-up without payment being received in cash.
2.12.5
(ii) No shares have been allotted as fully paid-up by way of bonus shares.
(iii) No shares have been bought back by the company.
146
Standalone Notes
As at As at As at
Particulars Note
31st March 2018 31st March 2017 01st April 2016
OTHER EQUITY 2.13

Securities Premium Reserve 8,426.77 8,426.77 8,426.77
(As per Last Balance Sheet)
General Reserve
Opening Balance 5,375.63 4,522.86 4,522.86
Add: Amount transferred from Balance in the Statement of
- 852.77 -
Profit and Loss
5,375.63 5,375.63 4,522.86
Balance in Statement of Profit and Loss
Opening balance 18,916.17 15,650.99 15650.99
Add:Net profit after tax transferred from Statement
7,409.53 7,436.44 -
of Profit and Loss
26,325.70 23,087.43 15,650.99
Less: Appropriations
Proposed Dividend 184.88 184.88 -
Interim Dividend 3,882.39 2,156.88 -
Tax on Proposed Dividend 37.64 37.64 -
Tax on Interim Dividend 790.36 439.09 -
Transfer to Business Progressive Fund - 500.00 -
Transfer to General Reserve - 852.77 -
21,430.43 18,916.17 15,650.99
Business Progressive Fund
Opening Balance 3,500.00 3,000.00 3,000.00
Add: Amount transferred from Balance in the Statement of
- 500.00 -
Profit and Loss
Less: Amount retransferred to Balance in the Statement of Profit
- - -
and Loss
3,500.00 3,500.00 3,000.00
38,732.83 36,218.57 31,600.62
The Board of Directors have recommended a payment of final dividend
of Re.1.5 per equity share of ` 10/- each for the financial year ended 31st
2.13.1
March 2018. The Payment is subject to the approval of shareholders at
the Annual General Meeting of the Company.
The Company has created “Business Progressive Fund” by
appropriating a sum of ` Nil (P.Y.`5) Crores out of its profits to
maintain normal growth in sluggish market conditions and support
superior growth for long term. The said fund shall be for the
purpose of launching & promoting new products, advertisement
campaigns, promotional schemes and initial support to master
stockiest and franchisees for development of retail business,
reinforce existing channels of sales etc. The amount of fund
is specifically earmarked and invested in liquid mutual funds or
any other safe and highly liquid investments. The Company has 2.13.2
made adequate provisions in accordance with Indian Accounting
Standard (AS) -37 in normal course of business. INDAS-37 does
not permit providing for expenses where present obligation does
not exist or there is no fixed commitment.
Accordingly the Company has opted to create Business Progressive
Fund. Further addition to the aforesaid fund shall be reviewed from
time to time considering business environment and conditions and
the income accrued from the fund. Any accretion to the investment
shall be credited to Statement of Profit and Loss.

Standalone Notes
As at As at As at
Particulars Note
PROVISIONS 2.14
(Long term)
Other Long Term Provisions 6.50 6.50 13.00
Other Provision - 1.08 -
6.50 7.58 13.00
DEFERRED TAX 2.15
Deferred Tax Assets:
Provision for Assets 145.46 133.34 -
Others 128.40 91.63 -
Depreciation - - -
Deferred Tax Liability
Depreciation (345.17) (269.95) -
Tax on LTCG on Mutual fund (388.68) (67.74) -
Deferred Tax Asset/(Liabilities) (459.99) (112.72) -
Tax effect of share issue expenses eligible for the Income tax
deduction, under section 35D, credited to securities premium 2.15.1
reserve account
Deferred tax asset is recognized only on those temperory
differences, which reverse in the post tax free period, as
Company enjoys exemption under section 80-IA of Income Tax 2.15.2
Act, 1961 in respect of revenue generated from Wind Turbine
Generator.
OTHER NON CURRENT LIABILITIES 2.16
Deferred income on EPCG (i.e. Government Grant) 159.44 - -
159.44 - -
BORROWINGS 2.17
Secured Loan
Cash Credit from Bank (payable on demand) 1,578.64 2,899.87 2,738.76
(Secured by pari-passu first charge on Stock and Trade
Receivables)
Preshipment Export Loan from Bank - 400.63 -
Receivables)
1,578.64 3,300.50 2,738.76
Unsecured Loan (payable on demand)
Working Capital Loan from Bank 3,251.01 750.00 150.00
4,829.65 4,050.50 2,888.76
TRADE PAYABLES 2.18
a) Micro and Small Enterprises (refer note 2.18.1)
Materials 25.39 20.46 89.91
b) Other than Micro and Small Enterprises
Materials 3,004.34 2,559.44 3,406.18
Expenses 1,320.92 1,366.77 1,192.26
4,350.65 3,946.67 4,688.35
148
Standalone Notes
As at As at As at
Particulars Note
Disclosure U/s 22 of Micro, Small and Medium Enterprises
2.18.1
Development Act, 2006 (MSMED Act)
a) Principal amount remaining unpaid to micro and small
25.39 20.46 89.91
enterprises (trade payable)
b) Principal amount remaining unpaid to micro and small
- - -
enterprises (creditors for capital goods)
c) Principal amount paid beyond due date - - -
d) Amount of Interest paid u/s 16 of MSMED Act - - 0.04
e) Amount of Interest due and remaining unpaid - - -
f) Amount of Interest accrued and remaining unpaid - - -
g) The amount of further interest due and payable even in the
succeeding year, until such date when the interest dues
as above are actually paid to the small enterprise, for the - - -
purpose of disallowance as a deductible expenditure under
section 23 of the above Act.
Above information is disclosed to the extent available with the
Company
OTHER FINANCIAL LIABILITIES 2.19
Other Liabilities
Security Deposits 701.83 955.47 374.31
Interest accrued but not due on borrowings 10.24 1.33 0.12
Unclaimed Dividend 5.62 4.91 4.43
7 17.69 961.71 378.86
OTHER CURRENT LIABILITIES 2.20
Security Deposits 1,779.34 498.92 1,354.85
Other Payables
Capital Goods 64.64 40.86 56.82
Salary and Wages payable 561.79 618.78 510.89
Employee Benefits (refer note 2.20.1) 275.73 274.20 259.50
Statutory Liabilities 207.10 162.53 149.14
Advance from Customers 1,548.94 996.87 378.60
4,437.54 2,592.16 2,709.80
Upon the enactment of ‘The payment of Bonus (Amendment)
Act 2015’ during the year 2017-18, the company had made
additional provision for bonus amounting to ` Nil (P.Y.
2.20.1
` Nil, 2015-16 `45 lakhs) pertaining to financial year 2014-15
Payment against the provision of `45 lakhs is not made pending
final judgement from judicial authorities.
PROVISIONS 2.21
(Short Term)
Provision for Margin on Sales Return (refer note 2.44) 152.08 151.74 119.31
Provision for Employee Benefit 349.31 318.30 143.93
Provision for Contingencies (refer note 2.44) 423.87 363.23 379.34
Provision for Excise Duty on Finished Goods (refer note 2.5.1) - 23.43 15.38
Other Provisions (including Selling & Distribution Expenses etc.)
1,308.12 1,248.81 797.66
(refer note 2.44)
2,233.38 2,105.51 1,455.62
CURRENT TAX LIABILITIES (NET) 2.22
Provision for Taxations (Net of Advance Tax) 71.00 85.89 200.22
71.00 85.89 200.22

Standalone Notes

Audited Audited
REVENUE FROM OPERATIONS 2.23
A. Sales Income
Sales of Apparel and Lifestyle Accessories/Products 45,696.15 47,304.56
Sale of Power 0.74 5.07
Note: Revenue from Operations of ` 45,696.89 lakhs (PY ` 473,09.63 lakhs) - as per
IND-AS is net of Sales Promotions & Discounts of ` 3,352.61 lakhs. (PY `2,691.93
2.23.1
lakhs). Accordingly, Gross Turnover (net of. Excise Duty) of the company is ` 48, 937
lakhs (PY ` 48,937 lakhs)
B. Other Operating Income
Service Income 207.94 99.94
Export Incentives 230.72 250.62
Miscellaneous Operating Income 41.65 49.29
Sundry balance written back (Net) 14.57
494.88 399.85
Total Revenue from Operations 46,191.77 47,709.48
OTHER INCOME 2.24
Interest on Bank Deposits 38.97 46.60
Income from Current Investments and Liquid Mutual Funds:
Effect of fair value measurements 75.79 110.47
Income from Non Current Investments
Dividend on Equity Shares 4.80
Effect of fair value measurements 1,863.43 1,503.52
Provision for share of loss in Joint Venture - 6.50
Rent Income on Investment Property (Net of depreciation) 89.51 5.46
Exchange Rate Fluctuation (Net) 31.67 28.70
Profit on Sale of Tangible Fixed Assets (Net) 6.53 27.87
2,109.05 1,746.78
CHANGES IN INVENTORIES OF FINISHED GOODS, STOCK IN TRADE AND
2.25
WORK IN PROGRESS
Opening stock
Work - in- Progress 1,556.62 2,950.24
Traded Goods 153.12 156.02
Finished goods 2,449.57 1,832.74
4,159.31 4,939.00
Closing Stock
Work - in- Progress 1,624.01 1,556.62
Finished goods (Refer note 2.5.1) 2,647.96 2,449.57
4,403.52 4,159.31
Add/(Less): Variation in Excise Duty on Opening and Closing Stock of
23.43 (8.04)
Finished goods
(Increase)/Decrease in Stock (267.64) 787.74
COST OF MATERIAL CONSUMED 2.26
a. Raw Material Consumed:
Opening stock 830.72 522.08
Add: Purchases 12,266.81 12,592.34
13,097.53 13,114.42
150
Standalone Notes

Audited Audited
Less: Sale of raw material 502.67 85.80
Less: Closing stock 722.98 830.72
11,871.88 12,197.90
b. Semi-Finished Goods 3,046.87 2,315.98
c. Packing Material, Accessories and others 2,320.76 2,480.42
d. Stores, Chemicals and Consumables 753.39 787.86
17,992.90 17,782.16
EMPLOYEE BENEFIT EXPENSES 2.27
Salary, Wages and Allowances 5,619.59 5,083.87
Contribution to Provident and other Funds 431.97 395.54
Bonus and Ex-gratia (refer note 2.20.1) 132.33 129.77
Gratuity (Refer note 2.40(a)) 131.42 94.48
Leave Benefits (Refer note 2.40 (b)) 102.11 117.85
Staff Welfare 89.81 99.95
6,507.23 5,921.46
FINANCE COSTS 2.28
Bank Charges 17.32 14.83
Finance Charges 39.02 23.97
Interest on Working Capital Loan 441.96 288.38
498.30 327.18
MANUFACTURING AND 2.29
OPERATING EXPENSES
Embroidery Expenses 366.28 355.60
Electricity Expenses (Net of credit received from Windmill of `65.55 lakhs (P.Y.
158.87 154.52
`57.75 lakhs)
Factory Rent 23.62 23.62
General Factory Expenses 31.08 91.53
Processing Charges 3,202.16 3,364.97
Lease premium charged 3.06 3.06
Fuel Expenses 426.34 436.28
Water Charges 73.92 78.43
Waste Disposal Charges 60.46 62.58
Repairs & Maintenance 176.08 192.91
Wind Turbine Expenses 13.38 13.32
4,535.25 4,776.82
ADMINISTRATIVE & OTHER EXPENSES 2.30
Rent, Rates and Taxes (Including provision for contingency) (refer note 2.44) 180.10 146.16
Communication Expenses 92.27 91.83
Insurance Premium(net of recoveries) 1.14 -
Legal and Professional Fees 1,026.19 1,060.66
Printing and Stationery 49.05 65.39
Donations 110.86 30.42
Corporate social responsibility (refer note 2.48) 247.00 191.35
Vehicle Expenses 156.48 112.93
Auditors Remuneration (refer note 2.33) 34.21 64.40
Conveyance & Travelling Expenses 44.91 50.77
Electricity Expenses 108.11 121.83

Standalone Notes

Audited Audited
Directors Sitting Fees 24.80 16.80
General Office Expenses 573.93 494.98
Bad Debts - 80.06
Less: Provision for Doubtful Debts - (14.00)
Provision for Doubtful debts 33.00 69.00
Loss on sale/discard of Fixed Assets (Net) - -
3,067.95 2,951.79
SELLING & DISTRIBUTION EXPENSES 2.31
Advertisement and Publicity Expenses (Net of recoveries of ` 19.31 lakhs (P.Y
1,577.54 1,893.75
` 25.39 lakhs))
Sales Promotion Expenses 383.54 220.50
Octroi, clearing and forwarding charges on Sales 249.97 260.82
Tour and Travelling Expenses (Net of recoveries) 357.19 435.81
Commission on Sales 178.85 102.20
Provision for Contingencies - 5.89
2,747.09 2,918.97
AGGREGATE EXPENSES 2.32
Rent Including Common Area Maintenance Charges 145.09 114.39
Rates & Taxes (net of amount written back and including contingencies) 53.62
Total Rent, Rates & Taxes 145.09 168.01
Electricity Expenses(net of credit received from windmill) 266.97 276.35
Repair & Maintenance (Building) 505.92 504.54
Repair & Maintenance (Machinery) 69.43 70.92
Insurance Premium(net of recoveries) 69.91 63.38
General Expenses 605.00 586.51
AUDITORS REMUNERATION 2.33
As Auditors (including service tax) 33.63 33.35
For Taxation matters - 23.00
For Others matters - 8.05
For Reimbursement of Expenses 0.58 -
Total 34.21 64.40
C.I.F.VALUE OF IMPORTS 2.34
Capital goods 227.56 693.46
Components and Spare parts 27.32 10.96
Apparel & Life style Accessories/Product 156.71 161.53
Total 411.59 865.95
EXPENDITURE IN FOREIGN CURRENCIES 2.35
Traveling Expenses 11.75 12.32
Advertisement Expenses - 9.13
Legal Expenses 14.10 24.09
Professional & Technical Services 0.80 8.72
Others - 8.41
32.36 69.24
The amounts mentioned above are net of Tax Deducted at source, if any.
152
Standalone Notes

Audited Audited
EARNINGS IN FOREIGN CURRENCIES 2.36
Export of goods (F.O.B. value) 2,327.25 2,034.28
Total 2,327.25 2,034.28
INDIGENOUS AND IMPORTED CONSUMPTION 2.37
Indigenous (99.13% (P.Y. 99.10%) of total consumption) 17,836.19 17,620.63
Imported (0.87% (P.Y. 0.90%) of total consumption) 156.71 161.53
Total 17,992.90 17,782.16
DETAILS OF MATERIAL CONSUMED 2.38

Particulars Measure
Qty ` in lakhs. Qty ` in lakhs.
Material
Woven Fabric Mtrs 7,155,962 11,872 6,532,209 12,197
Knitted Fabric Kgs 129 1
Semi-finished Garments Pcs 798,239 3,047 650,922 2,316
Packing material ** ** 1,038 ** 893
Accessories ** ** 1,283 ** 1,587
Stores, chemicals and consumables ** ** 753 ** 788
Total 17,993 17,782
** Comprises of various items the value of which is less than 10% of the Total Cost of Material
QUANTITATIVE AND
2.39
OTHER DETAILS
PARTICULARS OF
FINISHED PRODUCTS
(Qty in Nos)
Sales/Captive
Opening Stock Production Closing Stock
Particulars Consumption
Qty ` in lakhs. Qty Qty ` in lakhs. Qty Qty ` in lakhs.
416,889 2,450 4,763,316 4,620,939 43,556 559,266 559,266 2,652
Apparel
(354,815) (1,787.93) (4,725,982) (4,663,908) (47,305) (416,889) (416,889) 2,450
- - 1,013,757 1,013,757 66 - - -
Power Generation
- - (1,087,827) (1,087,827) (63) - - -
PARTICULARS OF TRADING ACTIVITIES
(Qty in Nos)
Sales/Captive
Opening Stock Production Closing Stock
Particulars Consumption
Qty ` in lakhs. Qty Qty ` in lakhs. Qty Qty ` in lakhs.
Trading of Lifestyle 152,970 153.12 1,222,124 1,623 1,248,081 2,141 127,013 128
Accessories/ Products (129,461) (156) (1,290,475) (1,626) (1,266,966) (2,221) (152,970) (153)
Note:
a. Figures in brackets indicate previous year’s figures
b. Sales includes sample distributed free of cost
c. Closing stock is after adjusting shortages on physical verification of inventories

Standalone Notes
2.40 Employee Benefits:

a) Disclosure in respect of gratuity liability
As at As at
Reconciliation of Defined Benefit Obligation (DBO):
31st March, 2018 31st March, 2017
Present value of DBO at start of the year 563.63 453.05
Interest Cost 40.58 36.24
Current Service Cost 111.39 101.89
Past Service Cost 26.57 -
Benefit Paid (35.29) (54.09)
Re-measurements:
a. Actuarial Loss/(Gain) from changes in demographic assumptions - (28.04)
b. Actuarial Loss/(Gain) from changes in financial assumptions (8.80) 72.46
c. Actuarial Loss/(Gain) from experience over the past period (41.14) (17.89)
Present value of DBO at end of the year 656.94 563.63
As at As at
Reconciliation of Fair Value of Plan Assets:
Fair Value of Plan Assets at the beginning of the year 674.59 518.37
Interest Income on Plan Assets 47.12 43.65
Contributions by Employer 31.05 174.88
Benefit Paid (35.29) (54.09)
Re-measurements:
a. Actuarial (Loss)/Gain from changes in financial assumptions 5.24 5.46
b. Return on plan assets excluding amount included in net interest on the net defined benefit
(5.24) (13.68)
liability/(asset)
Fair Value of Plan Assets at the end of the year 717.47 674.59
Actual Return on Plan Assets 47.12 35.43
As at As at
Amount recognized in the Balance Sheet:
Present value of DBO at the end of the year 656.94 563.63
Net Asset / (Liability) in the Balance Sheet 60.54 110.96
For the year ended For the year ended

Gratuity recognized in the Statement of Profit and Loss
Net Interest on net defined benefit liability/ (asset) (6.54) (7.41)
Expense Recognized in Statement of Profit and Loss 131.42 94.48
154
Standalone Notes

Principal Assumption used in determining Gratuity liability
Discount Rate 7.20% pa 7.20% pa
Interest rate for net interest on net DBO 7.20% pa 8.00% pa
Upto age 35 years: Upto age 35 years:
10% pa 10% pa
Withdrawal Rate
Above age 35 Above age 35
years: 5% pa years: 5% pa
Salary Escalation 7.50% pa 7.50% pa
Mortality Table IALM 2006-08 Ult IALM 2006-08 Ult
Expected average remaining working life 10 Years 11 Years
Retirement Age 58 years 58 years
As at As at
Movement in Other Comprehensive Income
Balance at start of year (loss)/gain (34.75) Nil*
Re-measurements on DBO
a. Actuarial (Loss)/Gain from changes in demographic assumptions - 28.04
b. Actuarial (Loss)/Gain from changes in financial assumptions 8.80 (72.46)
c. Actuarial (Loss)/Gain from experience over the past period 41.14 17.89
Re-measurements on Plan Assets
b. Return on Plan assets, excluding amount included in net interest on the net defined benefit
(5.24) (13.68)
liability/(asset)
c. Changes in the effect of limiting a net defined benefit asset to the asset ceiling - -
Balance at end of year (loss)/gain 15.19 (34.75)
*First valuation as per Ind AS19 from FY 2016-17
As at As at
Movement in Surplus/ (Deficit)
Surplus/ (Deficit) at start of year 110.96 65.31
Movement during the year
Current Service Cost (111.39) (101.89)
Net Interest on net DBO 6.54 7.41
Actuarial gain/ (loss) 49.94 (34.75)
Contributions 31.05 174.88
Surplus/ (Deficit) at end of year 60.54 110.96
As at As at As at As at As at
Other disclosures
31st March, 2018 31st March, 2017 31st March, 2016 31st March, 2015 31st March, 2014
Defined benefit obligation 656.94 563.63 453.05 382.14 274.97
Plan assets 717.47 674.59 518.37 356.03 261.70
Surplus/(deficit) 60.54 110.96 65.32 (26.11) (13.27)
Experience adjustments on plan liabilities –
(41.14) (17.89) 4.25 79.77 12.57
loss/ (gain)
Experience adjustments on plan Assets – (5.24) (13.68) - - -
(loss)/ gain*
* Information is disclosed to the extent available
Figures for the period prior to 01st April, 2016 are as per previous GAAP.

Standalone Notes
As at 31st March, 2018 As at 31st March, 2017

Sensitivity Analysis Increases 1% Decreases 1% Increases 1% Decreases 1%
Change in DBO (Amount) Change in DBO (Amount)
Salary Growth Rate 63.73 55.44 59.29 (51.37)
Discount Rate 54.91 64.31 (51.06) 60.07
Withdrawal Rate 2.40 2.40 (4.08) 4.31
Maturity profile with LIC of India is based on the historical results of returns
The average expected remaining lifetime of the plan members given by LIC of India.
is 10 years (31st March, 2017: 11 years) as at the date of
valuation. This represents the weighted average of the The Company expects to contribute ` 50.00 lakhs (P.Y.
expected remaining lifetime of all plan participants. ` 175.00 lakhs) to gratuity trust for contribution to LIC of India
in financial year 2018-19.
The sensitivity analyses above have been determined based
on reasonably possible changes of the respective assumptions b) Disclosure in respect of leave entitlement liability:
occurring at the end of the reporting period and may not be Leave entitlement is short term benefit which is recognized
representative of the actual change. It is based on a change as an expense at the un-discounted amount in the year in
in the key assumption while holding all other assumptions which the related service is rendered and disclosed under
constant. When calculating the sensitivity to the assumption, other current liabilities.
the method (Projected Unit Credit Method) used to calculate
the liability recognized in the balance sheet has been applied. c) Death in service benefit:
The methods and types of assumptions used in preparing the The Company has taken group term policy from an
sensitivity analysis did not change compared with the previous insurance Company to cover its obligation for death in
period. service benefit given to eligible employees. The insurance
premium of ` 20.59 lakhs (P.Y. ` ` 18.93 lakhs) is recognized
100% of the plan assets held by gratuity trust comprises in Statement of Profit and Loss.
of employees group gratuity scheme with Life Insurance
Corporation of India. The estimates of future salary increases, d) T
he Company contributes towards Employees Provident
considered in actuarial valuation, take account of inflation, Fund, Employees State Insurance, National Pension
seniority, promotion and other relevant factors such as supply Scheme and Labour Welfare Fund. The aggregate amount
and demand factors in the employment market. The expected contributed and charged to Statement of Profit and Loss is
rate of return on plan assets comprising of Insurance Policy ` 430.64 lakhs (P.Y. ` 395.54 lakhs).
156
Standalone Notes
2.41 Related Party Disclosure:

Disclosures as per Ind AS 24 – ‘Related Party Disclosures’ are given below:
a) Related Parties where i) control exists and ii) where significant influence exists (with whom transaction have taken
place during the year).
Joint Ventures:
White Knitwear Private Limited
Enterprises where Key Management Personnel (KMP) and their relatives have significant influence:
Enlighten Lifestyle Limited
Smt. Jatnobai Karamchandji Ratanparia Chouhan Charitable Trust
Lord Gautam Charitable Foundation
Kewal Kiran Finance Private Limited
Key Management Personnel:

Kewalchand P. Jain Chairman & Managing Director
Hemant P. Jain Whole-time Director
Dinesh P. Jain Whole-time Director
Vikas P. Jain Whole-time Director
Prakash A. Mody Independent Director
Nimish G. Pandya Independent Director
Yogesh A. Thar Independent Director
Drushti R. Desai Independent Director
Relatives / Other concerns of Key Management Personnel (In cases where transactions are there):
Shantaben P. Jain (Mother of Key Management Personnel)
Veena K. Jain (Wife of Kewalchand P. Jain.)
Lata H. Jain (Wife of Hemant P. Jain)
Sangeeta D. Jain (Wife of Dinesh P. Jain)
Kesar V. Jain (Wife of Vikas P. Jain)
Pankaj K. Jain (Son of Kewalchand P. Jain)
Hitendra H. Jain (Son of Hemant P. Jain)
Kewalchand P. Jain (HUF)
Hemant P. Jain (HUF)
Dinesh P. Jain (HUF)
Vikas P. Jain (HUF)
P.K. Jain Family Holding Trust
Pandya & Co. (Controlled by Mr. Nimish G. Pandya)
Bansi S. Mehta & Co. [Partnership Firm- Yogesh A. Thar and Drushti R. Desai (Partners)]
Employee Funds:
Kewal Kiran Clothing Limited – Employee Group Gratuity Scheme.

Standalone Notes
b) The following transactions were carried out with the related parties in the ordinary course of business:
Enterprises
Relatives/ Other
Where KMP &
Concerns of Key Key Management
Nature of Transaction their relatives Joint Venture Employee Funds
Management Personnel
have significant
Personnel
influence.
Rent Expenses - - 9.18 29.89 -
(-) (-) (9.18) (29.89) (-)
Managerial Remuneration - - - 318.00 -
(-) (-) (-) (318.00) (-)
Salary - - 50.16 - -
(-) (-) (45.00) (-) (-)
Sitting Fees Paid - - - 24.80 -
(-) (-) (-) (16.80) (-)
Dividend Paid 0.86 - 2,080.97 934.44 -
(0.44) (-) (1,199.47) (537.92) (-)
CSR (Donation) 97.00 - - - -
(182.50) (-) (-) (-) (-)
Contribution to Gratuity Fund - - - - 31.14
(-) (-) (-) (-) (174.88)
Legal & Professional Services
- - 5.50 - -
received
(-) (-) (12.80) (-) (-)
As at As at As at
Outstanding Balances
31st March, 2018 31st March, 2017 01st April, 2016
Trade and Salary Payable
Relatives/ Other Concerns of Key Management Personnel 8.37 20.03 10.82
Key Management Personnel 109.79 199.00 127.20
Trade Receivable & Advances
Employee Funds 60.54 110.96 65.32
Relatives/ Other Concerns of Key Management Personnel - 2.11 -
Deposit Receivable
Investments
Joint Venture 345.50 345.50 345.50
158
Standalone Notes
c) Disclosure in respect of material transactions with related parties during the year:
Nature of Transaction Nature of relationship Name of the related party Amount

9.98
Kewalchand P. Jain
(9.98)
8.60
Hemant P. Jain
(8.60)
Key Management Personnel
5.66
Rent Expenses Dinesh P. Jain
(5.66)
5.66
Vikas P. Jain
(5.66)
Relatives/ Other Concerns of Key 9.18
Shantaben P. Jain
Management Personnel (9.18)
79.50
Kewalchand P. Jain
(79.50)
79.50
Hemant P. Jain
(79.50)
Managerial Remuneration (Salary) Key Management Personnel
79.50
Dinesh P. Jain
(79.50)
79.50
Vikas P. Jain
(79.50)
27.07
Pankaj K. Jain
Relatives/ Other Concerns of Key (25.00)
Salary
Management Personnel 23.09
Hitendra H. Jain
(20.00)
Enterprises
Kewal Kiran Finance Private 0.86
Where KMP & their relatives have
Limited (0.44)
significant influence
Shantaben P. Jain (Trustee/
Relatives/ Other Concerns of Key 2,030.49
Beneficiary of P. K. Jain Family
Management Personnel (1,169.07)
Holding Trust)
227.76
Dividend Paid Kewalchand P. Jain
(131.12)
228.05
Hemant P. Jain
(131.27)
240.56
Dinesh P. Jain
(138.48)
238.06
Vikas P. Jain
(137.05)
31.14
Contribution to Gratuity Fund Employee Funds Employee Fund
(174.88)
Smt. Jatnobai Karamchandji 97.00
Corporate Social Responsibility Enterprises where KMP & their relatives
Ratanparia Chouhan Charitable
(Donation) have significant influence (182.50)
Trust
Legal & Professional Relatives/ Other Concerns of Key Pandya & Co. 5.5
Services received Management Personnel (3.6)
Bansi S. Mehta & Co. -
(9.2)

Standalone Notes
Compensation to KMP of the Company
As at As at
Nature of Benefits#
Short-term employee benefits (including Sitting Fees) 342.80 334.80
Post-employment gratuity and medical - -
Other long term benefits - -
Share-based payment transactions - -
Termination Benefits - -
Total 342.80 334.80
# The aforesaid amounts exclude gratuity provision as it is determined on actuarial basis for the Company as a whole.
Following are the Key Managerial Personnel (KMPs) and their relative in accordance with the provisions of the Companies
Act, 2013:
1. Bhavin Sheth Chief Financial Officer

2. Abhijit Warange Company Secretary
Disclosure of transactions during the year and year-end balance with above KMP / relative of KMP.
Nature of Transaction Name of the KMP/Relative Amount

52.70
Bhavin Sheth
(46.50)
Managerial Remuneration (Salary)
35.51
Abhijit Warange
(30.24)
Outstanding balance as on 31st March 2018
5.11
Bhavin Sheth
(5.67)
Salary Payable
3.88
Abhijit Warange (4.09)
Note:
i) Figures in brackets represents corresponding amount of previous year.
ii) Above transactions exclude reimbursement of expenes
iii) In case of KMP under the Companies Act, 2013, managerial remuneration excludes gratuity provision as it is determined
on actuarial basis for the Company as a whole.
160
Standalone Notes
2.42 Operating Lease Arrangements:

Disclosure as per Ind AS- 17 – “Operating Lease” are given below:
a) As lessee:
Rental expenses of ` 117.31 lakhs (P.Y. ` 88.73 lakhs) under operating leases have been recognized in the Statement of Profit
and Loss. It includes contingent lease rent of ` 16.53 lakhs (P.Y. ` 7.83 lakhs) based on revenue sharing model.
At Balance sheet date, minimum lease payments under non-cancellable operating leases fall due as follows:
As at As at As at
Particulars
Due not later than one year 96.39 79.43 69.13
Due later than one year but not later than five years 152.58 180.15 132.81
More than 5 years - - 3.45
Total 248.97 259.58 205.58
The above figures include:

i. The agreements are executed for the periods of 33 to 108 months with a non-cancellable period at the beginning of the
agreement ranging from 12 to 36 months and having a clause for extension of lease period.
ii. Lease rentals based on estimated date of commencement of lease in cases where the agreements / MOU’s have been
entered into but the date of commencement of lease is dependent on the date of construction/renovation of premises
and based on the commitment for delivery by lessors.
iii. The above-mentioned lease rentals include a lease the period of which is dependent on the occurrence of an event,
the date of which is not ascertainable beyond five years. Hence, the lease rentals are considered up to a period of five
years only.
iv. Lease rentals do not include common area maintenance charges and tax payable, if any.
v. The above details of lease rental obligation exclude the amounts payable by franchisee in accordance with the
arrangement with them (a) not later than 1 year ` 21.15 lakhs (P.Y. ` 29.04 lakhs) (b) between 1 to 5 year ` 88.49 lakhs (P.Y.
` 103.04 lakhs) (c) more than 5 years ` 3.97 lakhs (P.Y. ` 31.94 lakhs).
b) As Lessor:
The Company has given certain part of its property on operating lease. These lease arrangements are for a period of 9 years
and cancellable solely at discretion of the lessees. Rental income from leasing of property of ` 89.51 lakhs (P.Y. ` 6.09 lakhs)
is recognized in the Statement of Profit and Loss. The initial direct cost (if any) is charged off to expenses in the year in which
it is incurred.
The Company has not given any property under non -cancellable operating lease.

Standalone Notes
2.43 Disclosure regarding Derivative Instrument and Unhedged Foreign Currency Exposure:
There are no open derivatives / forward exchange contracts as at year end. The year-end foreign currency exposures that
have not been hedged by a derivative instrument or otherwise are given below:

Particulars Currency Amt. in Foreign Amt. in Foreign
Amount Amount
Currency Currency
Trade Receivables USD 5,90,482.15 384.05 1,78,348.32 115.62
USD 5,350 30.51 20,000 77.62
Payable towards Capital Goods
EURO 20,776.50 93,375
Advance for Capital Goods EURO - - 1,82,007 126.02
Advance from Customer USD 2,095.31 1.36 1,886.07 1.22
Advance to Supplier USD 1,11,055 72.23 - -
Balance in EEFC account USD 169.54 0.11 2,32,840.94 150.95
Foreign currency in hand Multiple - 3.15 - 1.61
Note: The above figures do not include open purchase orders/sales orders
2.44 Provisions:
Disclosure as per Ind AS 37 – Provisions, Contingent Liabilities and Contingent Assets are given below:
Provision for Contingencies Other Provisions
(Selling & Distributions Provision for margin
Provision for Claims
Other Contingencies* Expenses including dealer on sales return
/ Schemes etc
Particulars incentives and discounts
As at As at As at As at As at As at As at As at
31st March, 31st March, 31st March, 31st March, 31st March, 31st March, 31st March, 31st March,
2018 2017 2018 2017 2018 2017 2018 2017
Opening Balance 328.29 336.88 34.94 42.46 1,248.82 797.65 95.50 74.48
Addition 319.08 298.22 - 5.89 1245.12 2312.61 56.57 21.02
Utilization 243.65 306.81 - 13.40 1185.82 1861.44 - -
Reversals - - - - - - - -
Closing Balance 403.72 328.29 34.94 34.94 1308.12 1,248.82 152.08 95.50
* It comprises of rates & taxes.
The above Provision has been grouped under the head ‘Current Provisions’ in Note 2.21.
The timing of the outflow is dependent on various aspects / fulfillment of conditions and occurrence of events. Such
provisions are made based on the past experience and assessment of rates and taxes. However, it is most likely that outflow
is expected to be within a period of one year from the date of Balance Sheet.
2.45 Contingent Liabilities:

a) Disputed demands in respect of income tax not acknowledged as debt by the Company of ` 20.77 lakhs (P.Y. ` 20.77
lakhs).
In respect of Assessment year 2005-2006, there was tax demand of ` 68.94 lakhs (` 68.94 lakhs) which had been
adjusted by the tax authorities against refund due to the Company in respect of other years. During F.Y. 2015-16, the
Company had received favourable Order passed by the ITAT, Mumbai against which the Income Tax Department has
filed the appeal before the Bombay High Court and is under pre-admission stage.
Future cash outflows in respect of above are dependent on outcome of matter under dispute
162
Standalone Notes
b) The Company has purchased capital assets under EPCG license against which the Company has a balance export
obligation of ` 1,130.28 lakhs (P.Y. 1,103.79 lakhs). Contingent liability, to the extent of duty saved in respect of EPCG is
` 188.38 lakhs (P.Y. 183.97 lakhs). The balance export obligation to be fulfilled as per license is upto year 2021-2023.
As at the year-end, amount of outstanding bonds executed by the Company in favour of customs authority aggregates
to ` 805.68 lakhs (P.Y. ` 880.65 lakhs). Out of these, bonds aggregating to ` 176.04 lakhs (P.Y. ` 180.40 lakhs) are under
the process of discharge from custom authorities.
c) Bank guarantees issued by the Company of ` 94.91 lakhs (P.Y. ` 73.67 lakhs)
d) The company’s contingent liability and capital/other commitment in relation to joint venture ` Nil and ` Nil.
e) The Company has process in place to ascertain the impact of pending litigation.
Note: No outflow of resources is expected in respect of Para (b) and (c).
2.46 Estimated amount of contracts remaining to be executed on-

a) Capital Commitment- Capital Account and not provided for Nil (net of advances) (P.Y. ` 72.74 lakhs).
b) Other commitments–
1. Advertisement contracts aggregating to Nil (Net of advances) (P.Y ` 12.65 lakhs).
2. Purchase of Consumables- ` 15.94 lakhs (P.Y. ` Nil)
3. Capital Contribution Commitment for investment in India Whizdom Fund (IWF) Nil (P.Y. ` 50.00 lakhs).
Also Refer Note 2.42 in respect of minimum lease rental payment under non-cancellable operating lease.
2.47 Income Taxes (Ind AS 12):

Reconciliation of Effective Tax Rate:
As at As at
Nature of Benefits#
Applicable tax rate (%) 34.608% 34.608%
Profit before tax 10,855.26 10,828.70
Current tax expenses on Profit before tax as per applicable tax rate 3,756.79 3,747.60
Tax effect of the amounts which are not deductible/(taxable) in calculating taxable income
Effect of Income exempt from tax (190.01) (360.77)
Effect of Tax paid at a lower rate (36.20) (30.90)
Effect of Previous year adjustments - (4.85)
Effect of other items (0.58) 18.59
Total income tax expense/(credit) 3,530.00 3,369.67
The effective tax rate is 32.52% (F.Y. 2016-17, 31.12%).
2.48 Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, the company has spent on Corporate Social Responsibility as per its CSR policy.
a) Gross amount required to be spent by the company during the year is ` 193.33 lakhs (P.Y. ` 191.20 lakhs)

Standalone Notes
b) Amount spent during the year on:
In Cash Yet to be paid Total

Sr. No. Particulars
(Amount) (Amount) (Amount)
(i) Construction / acquisition of any asset - - -
(ii) On purposes other than (i) above 247.00 - 247.00
(191.35) - (191.35)
Note: 1 Figures in brackets represents corresponding amount of previous year.

Note: 2 Cash flow from operating activities includes CSR amounting to ` 247.00 lakhs (P.Y. ` 191.35 lakhs)
c) Refer note no. 2.41 for transactions with related parties
2.49 Particulars of Loans, Guarantees or Investments pursuant to section 186(4) of the Companies Act, 2013-
Amount outstanding as at year end
As at As at As at
Particulars
Loans given - - -
Guarantee given - - -
Investments made* 28,450.56 26,315.92 20,367.21
*Also Refer note no. 2.2, 2.6 and 2.8
2.50 Fair Value Measurement:

The management assessed that cash and bank balances, trade receivables, trade payables, cash credits and other financial
assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged
in a current transaction between willing parties, other than in a forced or liquidation sale.
The Company has established the following fair value hierarchy that categorises the values into 3 levels. The inputs to
valuation techniques used to measure fair value of financial instruments are:
•
Level 1: This hierarchy uses quoted (unadjusted) prices in active markets for identical assets or liabilities. The fair value
of all equity investments and units of mutual funds which are traded in the stock exchanges is valued using the closing
price or dealer quotations as at the reporting date.
•
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques which maximize the use of observable market data and rely as little as possible on company specific
estimates. The mutual fund units are valued using the closing Net Asset Value. If all significant inputs required to fair
value an instrument are observable, the instrument is included in Level 2.
•
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in
Level 3.
164
Standalone Notes
The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities-
A. Quantitative disclosures fair value measurement hierarchy for financial assets as at 31st March, 2018, 31st March,
2017 and 01st April, 2016
Fair value measurement using

Total
Particulars (Level 1) (Level 2) (Level 3) (Amount)
Amount Amount Amount
As at March 31, 2018:-
Financial Assets at amortised cost:
Trade receivables - - 13,616.75 13,616.75
Investments (non-current) - - 345.50 345.50
Cash and bank balances - - 839.74 839.74
Other financial assets - - 394.23 394.23
Assets measured at fair value
Fair value through Other Comprehensive Income
Investment in Equity shares, quoted 233.92 - - 233.92
Fair value through Profit and Loss
Investment in units of Mutual Funds - 27,871.14 - 27,871.14
Trade receivables - - 10,615 10,615
As at April 01, 2016:-

Standalone Notes
B. Quantitative disclosures fair value measurement hierarchy for financial liabilities as at 31st March, 2018, 31st March,
2017 and 01st April, 2016

Total
Financial Liabilities at amortised cost:
Cash Credits/Working Capital Borrowing - - 4,829.65 4,829.65
Trade payables - - 4,350.65 4,350.65
Other financial liabilities - - 717.69 717.69
Cash Credits/Working Capital Borrowing - - 4050.50 4050.50
Trade payables - - 3,946.66 3,946.66
Trade payables - - 4,688.35 4,688.35
2.51 Financial risk management objectives and policies:

The Company’s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables.
The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial
assets include trade and other receivables, investments, and cash & cash equivalents that derive directly from its operations.
The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the
management of these risks. It is the Company’s policy that no trading in derivatives for speculative purposes may be undertaken.
The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.
a) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises two types of risk: (i) interest rate risk and (ii) currency risk. Market risk is attributable
to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables,
payables and borrowings. The sensitivity analysis in the following sections relate to the position as at 31st March, 2018
and 31st March, 2017.
The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post-
retirement obligations; provisions.
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is
based on the financial assets and financial liabilities held at 31st March, 2018 and 31st March, 2017.
(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates
primarily to the Company’s short term debt obligations with floating interest rates. The Company has sufficient amount
of liquid investments to mitigate the interest risk on its short term debt obligations.
166
Standalone Notes
Interest rate sensitivity-

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of
loans and borrowings taken at floating rates. With all other variables held constant, the Company’s profit / (loss) before
tax is affected through the impact on floating rate borrowings, as follows:

Basis Points
5% increase 5% decrease 5% increase 5% decrease
Effect on profit before tax (Amount) (21.68) 21.68 (14.42) 14.42
(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes
in foreign exchange rates. The Company transacts business in local currency and in foreign currency, primarily in USD.
The Company’s trade receivables in foreign currency as at 31st March, 2018 is ` 384.05 lakhs (P.Y. ` 115.62 lakhs).
Foreign currency sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in rate of USD, with all other variables
held constant. The impact on the Company’s profit before tax is due to changes in the fair value of monetary assets and
liabilities. The Company’s exposure to foreign currency changes for all other currencies is not material.

Basis Points
Effect on profit before tax (Amount) 7.68 (7.68) 2.31 (2.31)
b) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables).
The Company considers the probability of default upon initial recognition of asset and whether there has been a
significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a
significant increase in credit risk the Company compares the risk of default occurring on asset as at the reporting date
with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwarding-looking
information such as:
i. Actual or expected significant adverse changes in business,
ii. Actual or expected significant changes in the operating results of the counterparty,
iii. Financial or economic conditions that are expected to cause a significant change to the counterparty’s ability to
meet its obligations,
iv. Significant increase in credit risk on other financial instruments of the same counterparty,
v. Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party
guarantees or credit enhancements.
Financial assets are written off when there are no reasonable expectations of recovery, such as a debtor failing to
engage in a repayment plan with the Company.

Standalone Notes
Assets in the nature of Investment, security deposits, loans and advances are measured using 12 months expected
credit losses(ECL). Balances with Banks is subject to low credit risk due to good credit rating assigned to these banks.
Trade receivables are measured using life time expected credit losses.
Financial Assets for which loss allowances is measured using the Expected Credit Losses (ECL):
The Ageing analysis of Account receivables has been considered from the date the invoice falls due-
As at As at As at
Ageing
0-180 days 8,808.65 9,568.11 9,549.15
181 days to 365 days 3,382.71 996.87 1,251.04
beyond 365 days 1,768.52 360.44 351.43
Total 13,959.88 10,925.42 11,151.62
The following table summarizes the changes in loss allowances measured using life time expected credit loss model
As at As at
Provisions
Opening Provision 310.00 255.00
Add:- Additional provision made 33.00 69.00
Less:- Provision utilised against bad debts - (14.00)
Closing provisions 343.00 310.00
No Significant changes in estimation techniques or assumptions were made during the year
c) Liquidity risk
The Company’s principal source of liquidity are cash and cash equivalents and the cash flow that is generated from
operations. The Company believes that the working capital is sufficient to meet its current requirements.
As on 31st March, 2018, the Company had working capital of ` 18,535.43 lakhs (P.Y. ` 16,736.16 lakhs) including cash and
cash equivalents of ` 6,154.29 lakhs (P.Y. ` 6,556.03 lakhs) and current investments of ` 9,329.67 lakhs (P.Y. ` 7,582.84
lakhs)
Maturity patterns of the Financial Liabilities of the Company at the reporting date based on contractual undiscounted payment-
Less than 1 to 5 years More than Total

As at 31st March, 2018
1 year (Amount) (Amount) 5 Years (Amount) (Amount)
Borrowings 4,829.65 - - 4,829.65
Trade payables 4,350.65 - - 4,350.65
Other financial liabilities 717.69 - - 717.69
Payable related to Capital goods 64.64 64.64
Total 9962.63 - - 9962.63

Borrowings 4,050.50 - - 4,050.50
Trade payables 3,946.66 - - 3,946.66
Total 8,999.73 - - 8,999.73
168
Standalone Notes

As at 01st April, 2016
Borrowings 2,888.76 - - 2,888.76
Trade payables 4,688.35 - - 4,688.35
Total 8,012.79 - - 8,012.79
2.52 Capital Management

(a) Risk Management
For the purposes of the Company’s capital management, capital includes issued capital, share premium and all other
equity reserves attributable to the equity holders. The Company aims to manage its capital efficiently so as to safeguard
its ability to continue as a going concern and to optimise returns to our shareholders.
The capital structure of the Company is based on management’s judgement of the appropriate balance of key elements
in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage
the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In
order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders,
return capital to shareholders or issue new shares.
The Company’s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain
investor, creditors and market confidence and to sustain future development and growth of its business. The Company
will take appropriate steps in order to maintain, or if necessary adjust, its capital structure
The Company monitors capital using Net debt-equity ratio, which is Net debt (i.e. total debt less cash & cash equivalents
and current investments) divided by total equity.
As at As at As at
Particulars
Net Debt (10,654) (10,088) (11,498)
Total Equity 39,965 37,451 32,833
Net Debt to Equity Ratio (%) (26.66) (26.94) (35.02)
(b) Distributions made and proposed:

Particulars
Cash dividends on equity shares declared and paid:
Final dividend for the year ended 31st March, 2017 ` 1.50 (31st March, 2016 – ` 1.50) per
184.88 184.88
fully paid share
Dividend distribution tax on final dividend 37.64 37.64
Interim Dividend for the year ended 31st March, 2018 ` 31.50 (31st March, 2017 –
3,882.39 2,156.88
` 17.50) per fully paid share
Dividend distribution tax on interim dividend 790.36 439.09
Proposed dividends on Equity shares:
Final dividend for the year ended on 31st March, 2018 ` 1.50 (31st March, 2017– ` 1.5) 184.88 184.88
per fully paid share. This proposed dividend is subject to the approval of shareholders
in the ensuing annual general meeting. The same is not recognised at the end of the
reporting period.

Standalone Notes
2.53 First- time adoption of Ind AS with estimates made for the same date in accordance
These are the Company’s first financial statements with previous GAAP (after adjustments to reflect any
prepared in accordance with Ind AS. difference in accounting policies).
The Company has adopted Ind AS notified by the Ministry Ind AS estimates as at 01st April, 2016 are consistent
of Corporate Affairs with effect from 01st April, 2017, with with the estimates as at the same date made in
a transition date of 01st April, 2016. Ind AS 101-First-time conformity with previous GAAP. The company made
Adoption of Indian Accounting Standards requires that all estimates for following items in accordance with Ind
Ind AS standards and interpretations that are issued and AS at the date of transition as these were not required
effective for the first Ind AS financial statements which is under previous GAAP:
for the year ended 31st March, 2018 for the company, be - Investment in listed equity instruments carried at
applied retrospectively and consistently for all financial FVOCI;
years presented. Consequently, in preparing these Ind - Investment in mutual funds carried at FVTPL; and
AS financial statements, the Company has availed certain - Impairment of financial assets based on expected
exemptions and complied with the mandatory exceptions credit loss model.
provided in Ind AS 101, as explained below. The resulting
difference in the carrying values of the assets and liabilities (b) Classification and measurement of financial assets
as at the transition date between the Ind AS and Previous As required under Ind AS 101 the company has
GAAP have been recognized directly in equity. assessed the classification and measurement of
financial assets (investment in debt instruments) on
Set out below are the Ind AS 101 optional exemptions the basis of the facts and circumstances that exist at
availed as applicable and exceptions applied in the the date of transition to Ind AS.
transition from previous GAAP to Ind AS.
C. Transition to Ind AS - Reconciliations
A. Optional Exemptions availed The following reconciliations provide a quantification
(a) Deemed Cost of the effect of significant differences arising from the
The Company has opted paragraph D7AA and transition from previous GAAP to Ind AS as required under
accordingly considered the carrying value of Ind AS 101:
property, plant and equipment and Intangible assets
I. Reconciliation of Balance sheet as at 01st April, 2016
as deemed cost as at the transition date.
(Transition Date)
(b) Investments in joint ventures II. A. Reconciliation of Balance sheet as at 31st March,
The Company has opted para D14 and D15 and 2017
accordingly considered the Previous GAAP carrying
B. Reconciliation of Total Comprehensive Income for
amount of Investments as deemed cost as at the
the year ended 31st March, 2017
transition date.
III. R
econciliation of Statement of Cash flow for the year
(c) Designation of previously recognised financial ended 31st March, 2017
instruments
IV. Reconciliation of Equity as at 31st March, 2017 & 01st
Paragraph D19B of Ind AS 101 gives an option to an
April, 2016
entity to designate investments in equity instruments
at FVOCI on the basis of the facts and circumstances

The presentation requirements under Previous
at the date of transition to Ind AS. The company has
GAAP differs from Ind AS, and hence, Previous
opted to apply this exemption for its investment in
GAAP information has been regrouped for ease of
equity Investments.
reconciliation with Ind AS. The Regrouped Previous
GAAP information is derived from the Financial
B. Applicable Exceptions
Statements of the Company prepared in accordance
(a) Estimates
with Previous GAAP.
An entity’s estimates in accordance with Ind AS at
the date of transition to Ind AS shall be consistent
170
Standalone Notes
Particulars Foot Notes Previous GAAP Adjustments Ind AS

ASSETS
a) Property, Plant and Equipment A 5,923.82 (213.22) 5,710.61
b) Capital Work in Progress 263.56 - 263.56
c) Investment Property - - -
d) Other Intangible Assets 73.58 - 73.58
e) Intangible Assets under Development - - -
f) Financial Assets
i) Investments B 5,876.47 636.89 6,513.36
ii) Loans - - -
iii) Other Financial Assets C 901.14 (720.28) 180.86
g) Deferred Tax Assets(Net) 49.78 - 49.78
h) Other Non-Current Assets C 3.72 930.44 934.17
2) Current Assets
a) Inventories D 5,572.69 44.82 5,617.51
b) Financial Assets
i) Investments B 9,915.97 2,255.51 12,171.48
ii) Trade Receivables 10,896.61 - 10,896.61
iii) Cash & Cash Equivalents E 2,474.87 (259.99) 2,214.88
iv) Bank balances (other than iii above) E - 104.68 104.68
v) Loans F 328.52 (328.52) -
vi) Other Financial Assets F - 165.20 165.20
c) Current Tax Assets (Net) - - -
d) Other Current Assets F 105.08 166.38 271.46
Total Assets 42,385.81 2,781.93 45,167.74
Equity
a) Equity Share Capital 1,232.50 - 1,232.50
b) Other Equity B&G 28,641.02 2959.60 31,600.62
Liabilities
i) Other financial liabilities - - -
ii) Other Long-Term Liabilities H 1,713.57 (1,713.57) -
b) Provisions 13.00 - 13.00
c) Deferred Tax Liability - - -
d) Other non - current liabilities - - -
i) Borrowings 2,888.76 - 2,888.76
ii) Trade Payables
- Due to Micro and Small Enterprises 89.91 - 89.91
- Due to Others 4,598.45 - 4,598.45
iii) Other financial liabilities H - 378.86 378.86
b) Other Current Liabilities H 1,375.09 1,334.71 2,709.80
c) Provisions G&I 1,833.51 (377.90) 1,455.61
d) Current Tax Liabilities (Net) I - 200.22 200.22
Total Equity and Liabilities 42,385.81 2,781.93 45,167.74

Standalone Notes
II. A. Reconciliation of Balance sheet as at 31st March, 2017

Particulars FootNotes Previous GAAP Adjustments Ind AS
ASSETS
a) Property, Plant and Equipment A 6,615.55 (365.83) 6,249.72
b) Capital Work in Progress 724.49 - 724.49
c) Investment Property A - 160.35 160.35
d) Other Intangible Assets A 49.82 (4.68) 45.14
e) Intangible Assets under Development 2.86 - 2.86
f) Financial Assets
i) Investments B 12,283.73 645.47 12,929.20
ii) Loans - - -
iii) Other Financial Assets C 489.28 (299.03) 190.25
g) Deferred Tax Assets(Net) - - -
h) Other Non-Current Assets C 27.08 506.14 533.22
2) Current Assets
a) Inventories D 5,069.96 56.24 5,126.20
b) Financial Assets
i) Investments B 6,737.64 845.20 7,582.84
ii) Trade Receivables 10,615.41 - 10,615.39
iii) Cash & Cash Equivalents B 6,333.10 222.93 6,556.03
iv) Bank balances (other than iii above) 88.03 - 88.03
v) Loans F 426.30 (426.30) -
vi) Other Financial Assets F - 132.70 132.70
c) Current Tax Assets (Net) - - -
d) Other Current Assets F 80.72 296.66 377.38
Total Assets 49,544.00 1769.80 51,313.80
Equity
a) Equity Share Capital 1,232.50 - 1,232.50
b) Other Equity B 34,572.72 1,645.85 36,218.57
Liabilities
i) Other financial liabilities - - -
ii) Other Long-Term Liabilities H 1,439.78 (1,439.78) -
b) Provisions 7.58 - 7.58
c) Deferred Tax Liability 44.99 67.73 112.72
d) Other non - current liabilities - - -
i) Borrowings 4,050.50 - 4,050.50
ii) Trade Payables
- Due to Micro and Small Enterprises 20.46 - 20.46
- Due to Others 3,926.20 - 3,926.20
b) Other Current Liabilities H 2,114.09 478.07 2,592.16
c) Provisions I 2,135.17 (29.66) 2,105.51
d) Current Tax Liabilities (Net) I - 85.90 85.89
172
Standalone Notes
II. B. Reconciliation of Statement of Profit and Loss for the year ended 31st March, 2017
Particulars Foot Notes Previous GAAP Adjustments Ind AS

Revenue:
Revenue from Operations J 49,237.79 (1,528.32) 47,709.48
Other Income K 2,862.64 (1,115.86) 1,746.78
Total Revenue (I + II) 52,100.43 (2,644.18) 49,456.26
Expenses:
Cost of materials consumed 17,782.16 - 17,782.16
Purchase of stock in trade 1,626.28 - 1,626.28
Change in inventories of finished goods, work in progress
J 799.16 (11.42) 787.74
and stock in trade
Excise duty on sales J - 1,059.49 1,059.49
Employee benefit expenses L 5,956.21 (34.75) 5,921.46
Finance cost J 526.75 (199.57) 327.18
Depreciation and amortisation expenses A 479.35 (3.69) 475.67
Manufacturing and operating expenses A 4,773.77 3.06 4,776.83
Administrative and other expenses J&K 3,138.52 (186.73) 2,951.79
Selling and distribution expenses J 5,200.64 (2,281.67) 2,918.97
Total Expenses 40,282.85 (1,655.30) 38,627.56
Profit before exceptional and extraordinary items and
11,817.58 (988.88) 10,828.70
tax (III - IV)
Exceptional Items - - -
Profit before extraordinary items and tax (V-VI) 11,817.58 (988.88) 10,828.70
Extraordinary items - -
Profit before tax (VII - VIII) 11,817.58 (988.88) 10,828.70
Tax Expense:
Current tax 3,200.00 12.03 3,212.03
Deferred tax 94.76 67.73 162.50
(Excess)/Short provision for taxes of earlier years (4.85) - (4.85)
Profit for the period (IX - X) 8,527.67 (1,068.64) 7,459.03
Items that will not be reclassified subsequently to
profit or loss
Remeasurement [gain / (loss)] of net defined benefit liability L - (34.75) 34.75
Effect [gain / (loss)] of measuring equity instruments at fair
- 0.14 (0.14)
value through OCI
Income tax on above 12.03 (12.03)
Total of Other Comprehensive income - (22.58) 22.58
Total Comprehensive income for the period (XI+XII) 8,527.67 1,091.22 7436.44
III. Reconciliation of Statement of Cash flow for the year ended 31st March, 2017
Particulars Previous GAAP Adjustments Ind AS
Net Cash flow from Operating Activities 8,106.84 (95.42) 8,011.42

Net Cash flow from Investing Activities (1,696.82) 767.01 (929.81)
Net Cash flow from Financing Activities (2,092.69) (644.68) (2,737.37)
Net increase/(decrease) in Cash and Cash equivalents 4,317.34 26.90 4,344.24
Cash and cash equivalents as at April 01, 2016 2,018.39 196.49 2,214.88
Cash and cash Equivalents as at March 31,2017 6,333.11 222.92 6,556.03

Standalone Notes
IV. Reconciliation of Equity as at 31st March, 2017 and 01st April, 2016
As at As at
Nature of adjustments
Equity as per Previous GAAP (I) 35,805.23 29,873.52
Effect of measuring investments at fair value 1,714.00 2,737.09
Deferred tax impact on above (67.70) -
Effect of proposed dividend - 222.51
Total Effect of transition to Ind AS 1,646.30 2,959.60
Equity as per Ind AS 37,451.53 32,833.12
Footnotes to the reconciliation of equity as at 01st April, 2016 and 31st March, 2017 and profit or loss for the year ended 31st
March, 2017
Property, Plant and Equipment: The leasehold land
A. E. Cash & Cash Equivalents:
having carrying value of ` 210.16 lakhs as on 31st March,
1. Reclassification of liquid investments from cash &
2017 (01st April, 2016- ` 213.22 lakhs) was classified as
cash equivalents to current investments.
PPE under the previous GAAP, the same has been
reclassified as “other non-current assets” under Ind AS 2. Reclassification of bank balance other than cash &
in terms of the agreement. Depreciation of `3.06 lakhs cash Equivalents as separate line item.
in respect to the above asset has been classified under
F. Loans, Other Current Financial & Non- Financial
“Manufacturing & operating expenses” under Ind AS.
assets:
Intangible Assets having carrying value of ` 4.68 lakhs as
Reclassification effect of Loans into other current financial
at 31st March, 2017 (01st April, 2016- Nil) were reclassified
and non-financial assets.
as ‘Tangible Assets’ under PPE.
G. Other Equity: Under the previous GAAP, dividends
The Company has given part of the premises under
proposed by the board of directors after the balance sheet
operating lease during the financial year 2016-17. The
date but before the approval of the financial statements
same was classified as PPE under previous GAAP The
were considered as adjusting events. Accordingly,
carrying value of the above premises as on 31st March,
provision for proposed dividend was recognised as a
2017 of ` 160.35 lakhs (01st April, 2016- Nil) have been
liability. Under Ind AS, such dividends are recognised
reclassified as “Investment Properties” during the F.Y.
when the same is approved by the shareholders in the
2016-17.
general meeting. Accordingly, the liability for proposed
B. Investments: dividend of ` 222.51 lakhs as at 01st April, 2016 included
under provisions has been reversed with corresponding
The Company has designated all investments in mutual
adjustment to retained earnings. Consequently, the total
funds (classified under non-current investments, current
equity increased by an equivalent amount.
investments, and cash & cash equivalents) at fair value
through profit or loss (FVTPL) and investment in equity H. Other Long-Term Liabilities:
shares other than Investment in Joint Venture at Fair
Reclassification from other non-current long term liabilities
Value through OCI. Ind AS requires FVOCI and FVTPL
to current liabilities.
investments to be measured at fair value. At the date of
transition to Ind AS, difference between the fair value I. Current Provisions: Tax liabilities were earlier classified
of investment and IGAAP carrying amount has been under “Current Provisions”, the same has been
recognised in Retained Earnings. reclassified as ‘current tax liabilities’ as separate line item
in the balance sheet under Ind AS.
C.
Non-Current Financial Assets & Non-Current Other
Assets: Reclassification from non-current financial assets J. Discounts, Incentives & Promotional Expenses: Under
to non-current other assets the previous GAAP, promotional expenses, discounts
and incentives to the customers were shown as a part of
D. Inventories: Effect of margin on sales return where there
selling and distribution expenses. Under Ind AS, revenue
is a right to return the goods on inventories of ` 56.24
from sale of products are recognised at net of these
lakhs (01st April, 2016- ` 44.82 lakhs.)
expenses. Thus, revenue from operations under Ind AS
has decreased by ` 2,281.67 lakhs with a corresponding
decrease in selling and distribution expenses.
174
Standalone Notes

Under the previous GAAP, professional fees to 2.54 Ind AS 115, Revenue from Contract with Customers: On March
management franchisee of ` 95.13 lakhs was part of 28, 2018, Ministry of Corporate Affairs has notified the Ind
administrative expenses, the same has been reduced AS 115, Revenue from Contract with Customers. The core
from revenue from operations under Ind AS. Under the principle of the new standard is that an entity should recognize
previous GAAP, the cash discount offered to customers revenue to depict the transfer of promised goods or services
on early payment was part of finance cost. Under Ind AS, to customers in an amount that reflects the consideration
the cash discount of ` 199.57 Lakhs is reduced from the to which the entity expects to be entitled in exchange for
revenue from operations. those goods or services. Further the new standard requires
enhanced disclosures about the nature, amount, timing and
The difference of opening and closing effect of margin
uncertainty of revenue and cash flows arising from the entity’s
on sales return (where there is a right to return the goods)
contracts with customers.
of ` 11.42 lakhs is shown under ‘Change in inventories of
finished goods, work in progress and stock in trade’ with
The standard permits two possible methods of transition:
the corresponding decrease in revenue from operations.
• Retrospective approach - Under this approach the
Under the previous GAAP, revenue from sale of goods standard will be applied retrospectively to each prior
was presented exclusive of excise duty. Under Ind AS, reporting period presented in accordance with Ind AS
revenue from sale of goods is presented inclusive of 8- Accounting Policies, Changes in Accounting Estimates
excise duty. The excise duty is presented on the face of and Errors
the Statement of Profit and Loss as part of expenses. This • Retrospectively with cumulative effect of initially applying
change has resulted in an increase in total revenue and the standard recognized at the date of initial application
total expenses for the year ended 31st March, 2017 by ` (Cumulative catch - up approach). The effective date for
1059.49 Lakhs. adoption of Ind AS 115 is financial periods beginning on or
after April 01, 2018.
There is no impact in the total equity and profit due to
above adjustments.
The Company will adopt the standard on April 01, 2018 by using
K. Fair value difference of ` 1,115.86 lakhs on investments in the cumulative catch-up transition method and accordingly
mutual funds is recognized as ‘Other Income’. comparatives for the year ending or ended March 31, 2018 will
not be retrospectively adjusted. The effect on adoption of Ind
L. Re-measurement on defined benefit plans – Under Ind
AS 115 is expected to be insignificant.
AS, re-measurements i.e. actuarial gains and losses and
the return on plan assets, excluding amounts included
2.55 Additional information as required by para 5 of General
in the net interest expense on the net defined benefit
Instructions for preparation of Statement of Profit and Loss
liability are recognised in Other Comprehensive Income
(other than already disclosed above) are either Nil or Not
(OCI) instead of profit or loss. Under the previous GAAP,
Applicable.
these re-measurements were forming part of the profit or
loss for the year. As a result of this change, there is no
2.56 P
revious year figures are regrouped or rearranged wherever
impact on the total equity as at March 31, 2017.
considered necessary.
As per our Audit Report of even date attached
For and on behalf of the Board of Directors


Membership No.: 33494 Managing Director DIN No:0029822
DIN No: 00029730


Independent Auditor’s Report
To concern, disclosing, as applicable, matters related to going

The Members of concern and using the going concern basis of accounting
Kewal Kiran Clothing Limited unless management either intends to liquidate the Group
or to cease operations, or has no realistic alternative but
REPORT ON THE CONSOLIDATED IND AS to do so.
FINANCIAL STATEMENTS
1. We have audited the accompanying Consolidated Ind AS AUDITOR’S RESPONSIBILITY
Financial Statements (‘CFS’) of Kewal Kiran Clothing Limited 3. Our responsibility is to express an opinion on this CFS
(“the Holding Company”) and a Joint Venture (The Holding based on our audit. We have taken into account the
Company and a Joint venture collectively referred to as provisions of the Act, the accounting and auditing
the ‘Group’) which comprises of the Consolidated Balance standards and matters which are required to be included
Sheet as at March 31, 2018, the Consolidated Statement of in the audit report under the provisions of the Act and
Profit and Loss (including Other Comprehensive Income), the Rules made thereunder. We conducted our audit in
Consolidated Statement of Changes in Equity and the accordance with the Standards on Auditing specified
Consolidated Cash Flows Statement for the year then under Section 143(10) of the Act. Those Standards require
ended, and a summary of significant accounting policies that we comply with ethical requirements and plan and
and other explanatory information. perform the audit to obtain reasonable assurance about
whether the financial statements are free from material
MANAGEMENT’S RESPONSIBILITY FOR THE misstatement
CONSOLIDATED IND AS FINANCIAL STATEMENTS
2. The Holding Company’s Board of Directors is responsible 4.
An audit involves performing procedures to obtain
for the preparation of these CFS in terms with the audit evidence about the amounts and disclosures in
requirement of the Companies Act, 2013 (“the Act”) that the consolidated financial statements. The procedures
give a true and fair view of the consolidated financial selected depend on the auditor’s judgment, including
position, consolidated financial performance (including the assessment of the risks of material misstatement of
other comprehensive income), consolidated statement the CFS, whether due to fraud or error. In making those
of changes in equity and consolidated cash flows of the risk assessments, the auditor considers internal financial
Group in accordance with accounting principles generally control relevant to the Company’s preparation of the CFS,
accepted in India, including the Accounting Standards that give a true and fair view, in order to design audit
specified under Section 133 of the Act, read with relevant procedures that are appropriate in the circumstances.
rules issued thereunder. The respective Board of Directors An audit also includes evaluating the appropriateness
of the companies included in the Group are responsible of accounting policies used and the reasonableness
for maintenance of adequate accounting records in of the accounting estimates made by the Company’s
accordance with the provisions of the Act for safeguarding management and Board of Directors, as well as evaluating
of the assets of the respective entities and for preventing the overall presentation of the CFS
and detecting frauds and other irregularities; the selection
and application of appropriate accounting policies; We are also responsible to conclude on the appropriateness
making judgments and estimates that are reasonable and of management’s use of the going concern basis of
prudent; and the design, implementation and maintenance accounting and, based on the audit evidence obtained,
of adequate internal financial control that were operating whether a material uncertainty exists related to events or
effectively for ensuring the accuracy and completeness of conditions that may cast significant doubt on the ability
the accounting records, relevant to the preparation and of Group to continue as a going concern. If we conclude
presentation of the financial statements that give a true that a material uncertainty exists, we are required to draw
and fair view and are free from material misstatement, attention in the auditor’s report to the related disclosures
whether due to fraud or error. These respective financial in the Consolidated Ind AS financial statements or, if such
statements have been used for the purpose of preparation disclosures are inadequate, to modify our opinion. Our
of the CFS by the Directors of the Holding Company, as conclusions are based on the audit evidence obtained up
aforesaid. In preparing the Consolidated Ind AS financial to the date of the audit report.
statements, the respective Board of Directors of the
companies included in the Group are responsible for 5. We believe that the audit evidence we have obtained is
assessing the ability of the Group to continue as a going sufficient and appropriate to provide a basis for our audit
opinion
176
OPINION c.
The Consolidated Balance Sheet, the Consolidated
6. In our opinion and to the best of our information and Statement of Profit and Loss, the Consolidated Cash Flow
according to the explanations given to us, the CFS read Statement and Consolidated Statement of Changes in
with Para 8 below give a true and fair view in conformity Equity dealt with by this Report are in agreement with the
with the accounting principles generally accepted in relevant books of account maintained for the purpose of
India including the Ind AS, of the consolidated financial preparation of the CFS;
position of the Group as at March 31, 2018, and their
consolidated financial performance (including other d.
In our opinion, the CFS comply with the Accounting
comprehensive income), their consolidated cash flows Standards specified under section 133 of the Act;
and consolidated statement of changes in equity for the
year ended on that date. e. On the basis of written representations received from the
directors of the Holding Company as on March 31, 2018,
OTHER MATTER and taken on record by the Board of Directors of Holding
7.
We did not audit the financial statement of the Joint Company, and the reports of the statutory auditor of the
venture included in the CFS, whose Group share of net Joint venture incorporated in India, none of the directors
loss is ` 6.60 lakhs for the year ended March 31, 2018. of the Group are disqualified as on March 31, 2018, from
These financial statements have been audited by other being appointed as a director in terms of Section 164(2) of
auditor whose report is furnished to us by the management the Act;
of the Company. In our opinion on the CFS, in so far as it
relates to the amounts and disclosures included, is based f. With respect to the adequacy of the internal controls
solely on the report of the other auditor. Our opinion is not over financial reporting of the Group and the operating
modified on this matter. effectiveness of such controls, refer to our separate report
in “Annexure A”
8. The comparative financial information of the Group for the
year ended March 31, 2017 and the transition date opening g.
With respect to the other matters to be included in
Balance Sheet as at April 1, 2016 included in these CFS, the Auditor’s Report in accordance with Rule 11 of the
are based on the previously issued statutory consolidated Companies (Audit & Auditor’s) Rules, 2014, In our opinion
financial statements of the Group prepared in accordance and to the best of our information and according to the
with the Companies (Accounting Standards) Rules, explanations given to us and based on the consideration of
2006 as audited by N.A Shah Associates LLP, Chartered reports of other auditor on standalone financial statements
Accountants and Jain & Trivedi Chartered Accountants, and other financial information of the Joint venture as
whose reports dated April 25, 2017 and May 23, 2016 noted in Paragraph 8 of ‘Other Matters’ paragraph:
respectively, expressed an unmodified opinion on those
consolidated financial statements, as adjusted for the i.
The impact of pending litigations has been duly
differences in the accounting principles adopted by the disclosed in the CFS.
Group on transition to Ind AS, which have been audited
by us with respect to the Holding Company and by other ii.
The Group did not have any long-term contracts
auditor with respect to the Joint Venture. Our opinion is including derivatives for which there existed any
not modified in respect of this matter. foreseeable losses.
REPORT ON OTHER LEGAL AND REGULATORY iii.

There has been no delay in transferring amounts,
REQUIREMENTS required to be transferred, to the Investor Education
9.
As per information and explanation furnished and as and Protection Fund by the Group
required by Section 143(3) of the Act, based on the
comments in the auditor’s report of the Joint venture,
which is incorporated in India, we report to the extent
applicable that: For Khimji Kunverji & Co
a.
We have sought and obtained all the information and Firm Regn. No: 105146W
explanations which to the best of our knowledge and belief
were necessary for the purpose of our audit of the CFS; Hasmukh B. Dedhia
Partner
b. In our opinion proper books of account as required by Membership Number: 033494
law relating to preparation of the CFS have been kept by Place: Mumbai
the Company so far as it appears from our examination of Date: April 23, 2018
those books and the reports of the other auditor;

Annexure A referred to in paragraph 9 (f) of Our Report of even date to the members of Kew-
al Kiran Clothing Limited on the Consolidated Ind AS Financial Statements of the Company
for the year ended March 31, 2018
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
In conjunction with our audit of the Consolidated Ind AS adequate internal financial controls over financial reporting
Financial Statements (‘CFS’) of the Company as of and for the was established and maintained and if such controls operated
year ended March 31, 2018, we report on internal financial effectively in all material respects.
controls over financial reporting of Kewal Kiran Clothing
Limited (hereinafter referred to as “the Holding Company”), Our audit involves performing procedures to obtain audit
and a Joint Venture (the Holding Company and a Joint Venture evidence about the adequacy of the internal financial
together referred to as “the Group”), incorporated in India, as controls system over financial reporting and their operating
of that date. effectiveness. Our audit of internal financial controls over
financial reporting included obtaining an understanding of
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL internal financial controls over financial reporting, assessing
FINANCIAL CONTROLS the risk that a material weakness exists, and testing and
The respective Board of Directors of the Holding Company evaluating the design and operating effectiveness of internal
and its Joint Venture, which are companies incorporated in control based on the assessed risk. The procedures selected
India, are responsible for establishing and maintaining internal depend on the auditor’s judgment, including the assessment
financial controls based on the internal control over financial of the risks of material misstatement of the CFS, whether due
reporting criteria established by the respective entities to fraud or error. We believe that the audit evidence we have
considering the essential components of internal control stated obtained and in terms of other auditor report referred to in
in the Guidance Note on Audit of Internal Financial Controls paragraph of the Other Matters below, the audit evidence
Over Financial Reporting (the “Guidance Note”) issued by obtained by them, is sufficient and appropriate to provide a
the Institute of Chartered Accountants of India (‘ICAI’). These basis for our audit opinion on the internal financial controls
responsibilities include the design, implementation and system over financial reporting of the Holding Company.
maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient MEANING OF INTERNAL FINANCIAL CONTROLS
conduct of its business, including adherence to respective OVER FINANCIAL REPORTING
company’s policies, the safeguarding of its assets, the A Company’s Internal financial control over financial reporting
prevention and detection of frauds and errors, the accuracy is a process designed by the Company to provide reasonable
and completeness of the accounting records, and the timely assurance regarding the reliability of financial reporting and
preparation of reliable financial information, as required under the preparation of financial statements for external purposes
the Companies Act, 2013 (“the Act”) in accordance with generally accepted accounting principles.
A company’s internal financial control over financial reporting
AUDITORS’ RESPONSIBILITY includes those policies and procedures that (1) pertain to the
Our responsibility is to express an opinion on the internal maintenance of records that, in reasonable detail, accurately
financial controls over financial reporting of the Holding and fairly reflect the transactions and dispositions of the
Company based on our audit. We conducted our audit in assets of the company; (2) provide reasonable assurance that
accordance with the Guidance Note issued by the ICAI and transactions are recorded as necessary to permit preparation
the Standards on Auditing prescribed under Section 143(10) of of financial statements in accordance with generally accepted
the Act, to the extent applicable to an audit of internal financial accounting principles, and that receipts and expenditures
controls. Those Standards and the Guidance Note require that of the company are being made only in accordance with
we comply with ethical requirements and plan and perform authorizations of management and directors of the company;
the audit to obtain reasonable assurance about whether and (3) provide reasonable assurance regarding prevention or
178
timely detection of unauthorized acquisition, use, or disposition financial reporting were operating effectively as at March 31,
of the company’s assets that could have a material effect on 2018, based on the internal control over financial reporting
the financial statements. criteria established by the Holding company considering
the essential components of internal control stated in the
INHERENT LIMITATIONS OF INTERNAL FINANCIAL Guidance Note.
CONTROLS OVER FINANCIAL REPORTING
Because of the inherent limitations of internal financial OTHER MATTERS
controls over financial reporting, including the possibility Our aforesaid reports under Section 143(3)(i) of the Act on the
of collusion or improper management override of controls, adequacy and operating effectiveness of the internal financial
material misstatements due to error or fraud may occur and controls over financial reporting insofar as it relates to the sole
not be detected. Further, projections of any evaluation of the Joint Venture, is based on the report of the respective auditors
internal financial controls over financial reporting to future of such company.
periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of
changes in conditions, or that the degree of compliance with For Khimji Kunverji & Co
the policies or procedures may deteriorate. Chartered Accountants
Firm Regn. No: 105146W
OPINION
In our opinion, to the best of our information and according to Hasmukh B. Dedhia
the explanations given to us and based on auditor’s report of Partner
the Joint Venture, incorporated in India, have, in all material Membership Number: 033494
respects, an adequate internal financial controls system over Place: Mumbai
financial reporting and such internal financial controls over Date: April 23, 2018

Consolidated Balance Sheet

as at 31st March 2018
Corporate Identification Number: L18101MH1992PLC065136
(Amount ` in lakhs)
As at As at As At
Particulars Note 31st March 2018 31st March 2017 01st April 2016
Audited Audited Audited
ASSETS
a) Property, Plant and Equipment 2.1 6,755.62 6,249.72 5,710.61
b) Capital Work in Progress 908.51 724.49 263.56
c) Investment Property 2.1.1 151.59 160.35 -
d) Other Intangible Assets 50.06 45.14 73.58
e) Intangible Assets under Development 15.35 2.86 -
f) Financial Assets
i) Investments 2.2 13,666.24 12,889.52 6,478.04
ii) Loans - -
iii) Other Financial Assets 2.3 251.70 190.25 180.86
g) Deferred Tax Assets(Net) - - 49.78
h) Other Non-Current Assets 2.4 232.05 533.22 934.17
22,031.12 20,795.55 13,690.60
2) Current Assets
a) Inventories 2.5 5,285.01 5,126.20 5,617.51
b) Financial Assets
i) Investments 2.6 9,329.67 7,582.84 12,171.48
ii) Trade Receivables 2.7 13,616.66 10,615.39 10,896.61
iii) Cash & Cash Equivalents 2.8 6,154.29 6,556.03 2,214.88
iv) Bank balances other than iii above 2.9 94.45 88.03 104.68
v) Loans - - -
vi) Other Financial Assets 2.10 144.27 132.70 165.20
c) Current Tax Assets (Net) - -
d) Other Current Assets 2.11 529.40 377.38 271.46
35,153.75 30,478.57 31,441.82
Total Assets 57,184.87 51,274.12 45,132.42
Equity
a) Equity Share Capital 2.12 1,232.50 1,232.50 1,232.50
b) Other Equity 2.13 38,686.55 36,178.89 31,565.30
39,919.05 37,411.39 32,797.80
LIABILITIES
a) Financial Liabilities - - -
b) Provisions 2.14 6.50 7.58 13.00
c) Deferred Tax Liability (net) 2.15 459.99 112.72 -
d) Other non - current liabilities 2.16 159.44 - -
625.93 120.30 13.00
i) Borrowings 2.17 4,829.65 4,050.50 2,888.76
ii) Trade Payables 2.18
- Due to Micro and Small Enterprises 25.39 20.46 89.91
- Due to Others 4,325.26 3,926.20 4,598.45
iii) Other financial liabilities 2.19 717.69 961.71 378.86
b) Other Current Liabilities 2.20 4,437.54 2,592.16 2,709.80
c) Provisions 2.21 2,233.38 2,105.51 1,455.62
d) Current Tax Liabilities (Net) 2.22 70.98 85.89 200.22
16,639.89 13,742.43 12,321.62
Significant accounting policies and notes on accounts
The notes referred to above form integral part of Financial Statements

DIN No: 00029730
180
Consolidated Statement of Profit and Loss

for the year ended 31st March, 2018
(Amount ` in lakhs)
Audited Audited
INCOME
Revenue from Operations 2.23 46,191.77 47,709.48
Other Income 2.24 2,109.05 1,746.78
48,300.82 49,456.26
EXPENDITURE
Changes in inventories of Finished goods, Stock in trade and Work in progress 2.25 (267.64) 787.74
Cost of Material Consumed 2.26 17,992.90 17,782.16
Purchase of Trading Items: Lifestyle Accessories/ Products 1,622.86 1,626.28
Excise Duty on sales 164.28 1,059.49
Employee Benefit Expenses 2.27 6,507.23 5,921.46
Finance cost 2.28 498.30 327.18
Depreciation/ Amortization 2.1 577.35 475.67
Manufacturing and Operating Expenses 2.29 4,535.25 4,776.82
Administrative and Other Expenses 2.30 3,067.95 2,951.79
Selling and Distribution Expenses 2.31 2,747.09 2,918.97
37,445.57 38,627.56
Profit before exceptional items, share of profit/(loss) of investment using equity 10,855.25 10,828.70
method and tax
Share of profit/(loss) of joint venture using equity method (6.60) (4.36)
Profit before exceptional items and tax 10,848.65 10,824.34
Exceptional items - -
Net Profit Before tax 10,848.65 10,824.34
Tax Expenses
Current Tax 3,182.72 3,212.03
Deferred Tax 347.28 162.50
(Excess)/Short Provision for Taxes of Earlier Years - (4.85)
Net Profit for the Period 7,318.65 7,454.66
Items that will not be reclassified to Profit and Loss
Effect [(gain) / loss] of measuring equity instruments at fair value through OCI (51.62) (0.14)
Remeasurement (gain) / loss on net defined benefit liability (49.94) 34.75
Income tax relating to items that will not be reclassified to profit and loss 17.28 (12.03)
Total Comprehensive Income for the year 7,402.93 7,432.08
Earnings per Share - Basic and Diluted (Face Value of ` 10 each fully paid up) 59.38 60.48
Weighted Average Number of Shares used in computing Earnings per Share -Basic 12,325,037 12,325,037
and Diluted
The notes referred to above form integral part of Statement of Profit and Loss
DIN No: 00029730

Consolidated Cash Flow Statement

Amount (` in lakhs)
Audited Audited
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit Before Taxes as per Statement of Profit and Loss 10,848.65 10,824.34
Adjustments for:
Depreciation/ Amortization 577.35 475.67
(Gain)/Loss on Sale / discard of Property plant & equipment - (27.87)
(Tangible Assets) (Net)
Share of (Profit)/loss of Joint venture 6.60 4.36
Proportionate Lease premium charged 3.06 3.00
Effect of fair value measurement of investments (1,939.22) (1,613.99)
Sundry Balance (written back)/written off (Net) (14.57) (0.58)
Finance costs 441.96 288.38
Dividend Income (3.15) (17.66)
Provision/(Reversal of provision) for Doubtful Debts, Advances, (18.62) 150.45
Deposits and Investments
Provision for share of loss in Joint Venture reversed - (6.50)
Provision/(Reversal of provision) for Contingent Rent/JV (1.08) 1.08
Provision/(Reversal of provision) for Contingencies - 5.89
Provision/ (Reversal of Provision) of Exchange Rate Fluctuation (5.33) 2.86
(Net)
Interest Income (38.96) (46.60)
(991.96) (781.51)
9,856.69 10,042.83
Changes in Current & Non-current Assets and Liabilities
Trade Receivable and Other Assets (3,188.95) 123.70
Inventories (158.81) 502.73
Trade Payables, Liabilities and Provisions 2,103.54 297.14
(1,244.22) 923.57
Net Cash Inflow from Operating Activities 8,612.47 10,966.40
Less: Income Tax paid (Net of Refund) (refer note 1 below) (3,046.94) (2,955.45)
Net Cash Inflow/(outflow) from Operating Activities 5,565.53 8,010.95
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Property Plant & Equipment (including Capital (949.81) (1,487.22)
Advances)
Sale of Property Plant & Equipment 45.02 52.84
Purchase of Investments (5,983.41) (13,323.49)
Redemption of Investments- (net of income tax of `47 lakhs 5,448.79 13,764.28
(P.Y. ` 86.71 lakhs))
Bank Deposit offered as Security (66.33) (142.97)
Maturity of Bank Deposit offered as Security 83.12 137.13
Interest received on Bank Deposits 19.08 68.08
Less: Income Tax Paid (refer note 1 below) (10.11) 8.97 (16.13) 51.95
Net Cash inflow /(Outflow) from Investing Activities (1,410.50) (929.81)
182
Consolidated Cash Flow Statement

Amount (` in lakhs)
Audited Audited
C. CASH FLOW FROM FINANCING ACTIVITIES
Working Capital Demand Loan (Net) 779.14 1,782.95
Interest and Finance Charges (440.65) (366.76)
Payment of Dividend (Including Dividend Tax) (4,895.26) (4,153.56)
Net Cash Inflow/(Outflow) from Financing Activities (4,556.77) (2,737.37)
Net Increase/ (Decrease) in Cash & Cash Equivalents (401.74) 4,343.77
CASH AND CASH EQUIVALENTS - OPENING 6,556.03 2,214.88
(refer note 2.8)
6,154.29 6,558.65
Effect of Exchange(Gain)/Loss on Cash and Cash Equivalents 2.62
CASH AND CASH EQUIVALENTS - CLOSING 6,154.29 6,556.03
(refer note 2.8)
The notes referred to above form integral part of cash flow statement
The Aggregate Income Tax Paid during the year is ` 3103.67 lakhs(P.Y. ` 3058.29 lakhs).
DIN No: 00029730

Statement of Consolidated Change in Equity

A) EQUITY SHARE CAPITAL

(Amount ` in lakhs)
As at As at
Balance at the beginning of the reporting year 1,232.50 1,232.50
Changes in Equity Share capital during the year - -
Balance at the end of the reporting year 1,232.50 1,232.50
B) OTHER EQUITY
(Amount ` in lakhs)
Business Equity
General Retained Securities
Progressive Instruments Total
Reserve Earning premium
fund through OCI
Balance as at 01st April 2016 (I) 4,522.86 15,615.67 8,426.77 3,000.00 - 31,565.30
Profit for the year - 7,454.66 - - - 7,454.66
Items of OCI for the year, net of tax
Remeasurement of net defined benefit liability - (22.73) - - - (22.73)
Effect of measuring equity instruments at fair value - - - - 0.14 0.14
through OCI
Total Comprehensive income from the year
- 7,431.93 - - 0.14 7,432.08
(2016-17) (II)
Dividends - (2,341.76) - - - (2,341.76)
Tax on dividends - (476.73) - - - (476.73)
Transfer to Business Progressive Fund - (500.00) - 500.00 - -
Transfer to General Reserve 852.77 (852.77) - - - -
Total (III) 852.77 (4,171.26) - 500.00 - (2,818.49)
Balance as at 31st March 2017 (IV) = I+II+III 5,375.63 18,876.34 8,426.77 3,500.00 0.14 36,178.88
Profit for the year - 7,318.65 - - - 7318.65
Items of OCI for the year, net of tax -
Remeasurementof net defined benefit liability - 32.65 - - - 32.65
Effect of measuring equity instruments at fair value - - - - 51.62 51.62
through OCI
Total Comprehensive income from the year - 7,351.30 - - 51.62 7,402.93
(2017-18) (V)
Dividends - (4,067.26) - - - (4,067.26)
Tax on dividends - (828.00) - - - (828.00)
Total (VI) - (4,895.26) - - - (4,895.26)
Balance as at 31st March 2018 (VII) = IV+V+VI 5,375.63 21,332.39 8,426.77 3,500.00 51.77 38,686.55


DIN No: 00029730

184
Consolidated Notes
1. COMPANY OVERVIEW AND SIGNIFICANT transaction between market participants at the

ACCOUNTING POLICIES: measurement date under current market conditions,
A. Corporate Information regardless of whether that price is directly observable
Kewal Kiran Clothing Limited (“the Parent Company”) is or estimated using another valuation technique. In
a Public Limited Company incorporated in India having determining the fair value of an asset or a liability,
its registered office at Mumbai, Maharashtra. The Parent the Group takes into account the characteristics of
Company is engaged into manufacturing, marketing and the asset or liability if market participants would take
retailing of branded readymade garments and finished those characteristics into account when pricing the
accessories. The Parent Company together with its joint asset or liability at the measurement date
venture (i.e. White Knitwear Private Limited) is referred to
as the “Group”. Functional and Presentation Currency:
The CFS are presented in Indian Rupees and all
B. Statement of Compliance and Basis of Preparation and values are rounded to the nearest Lakh (INR 00,000),
Consolidation except otherwise indicated.
(i) Compliance with Ind AS
The Consolidated Financial Statements (CFS) are (iii) Principles of Consolidation and equity accounting
prepared in accordance with Indian Accounting Joint Venture
Standards (“Ind AS”) as notified under the Companies A joint venture is a type of joint arrangement whereby
(Indian Accounting Standards) Rules, 2015, the the parties that have joint control of the arrangement
relevant provisions of the Companies Act, 2013 (“the have rights to the net assets of the joint venture. Joint
Act”) and guidelines issued by the Securities and control is the contractually agreed sharing of control
Exchange Board of India (“SEBI”), as applicable. of an arrangement, which exists only when decisions
about the relevant activities require unanimous

For all periods up to and including the year consent of the parties sharing control.
ended March 31, 2017, the Group has prepared its
consolidated financial statements in accordance with The Group’s investments in its joint venture are
Accounting Standards as specified under Section accounted for using the equity method
133 of the Act read with Rule 7 of the Companies
(Accounts) Rules, 2014 (“Indian GAAP”). Equity Method
Under the equity method, the investment in a joint
These CFS for the year ended March 31, 2018 are venture is initially recognised at cost. The carrying
the first consolidated financial statements that the amount of the investment is adjusted to recognise
Group has prepared in accordance with Ind AS. Refer changes in the Group’s share of net assets of the joint
Note 2.43 for information about how the transition venture since the acquisition date. Goodwill relating
from previous GAAP to Ind AS has affected the to the joint venture is included in the carrying amount
Group’s Balance sheet, Statement of profit & loss and of the investment and is not tested for impairment
Statement of cash flows. individually.
(ii) Basis of Preparation and presentation The statement of profit and loss reflects the Group’s
Basis of Preparation: share of the results of operations of the joint venture.
The financial statements have been prepared on a
historical cost basis, except the following assets and Any change in OCI of those investees is presented
liabilities which have been measured at fair value as part of the Group’s OCI. In addition, when there
has been a change recognised directly in the equity
•
Certain financial assets and liabilities (refer
of the joint venture, the Group recognises its share
accounting policy regarding financial instruments)
of any changes, when applicable, in the statement
• Employee’s Defined Benefit Plan as per actuarial of changes in equity. Unrealised gains and losses
valuation resulting from transactions between the Group and
the joint venture are eliminated to the extent of the
Fair value is the price that would be received to sell
interest in the joint venture.
an asset or paid to transfer a liability in an orderly

Consolidated Notes
The aggregate of the Group’s share of profit or loss of All other assets are classified as non-current., A liability is
a joint venture is shown on the face of the statement classified as current if:
of profit and loss. The financial statements of the joint
venture are prepared for the same reporting period a) It is expected to be settled in the normal operating
as the Group. When necessary, adjustments are made cycle; or
to bring the accounting policies in line with those of
the Group. b) It is held primarily for the purpose of trading; or
After application of the equity method, the Group c) It is due to be settled within twelve months after the
determines whether it is necessary to recognise an reporting period; or
impairment loss on its investment in its joint venture.
At each reporting date, the Group determines whether d) The Group does not have an unconditional right to
there is objective evidence that the investment in the defer the settlement of the liability for at least twelve
joint venture is impaired. If there is such evidence, months after the reporting period. Terms of a liability
the Group calculates the amount of impairment as that could result in its settlement by the issue of equity
the difference between the recoverable amount instruments at the option of the counterparty does not
of the joint venture and its carrying value, and then affect this classification.
recognises the loss as ‘Share of profit of a joint
venture’ in the statement of profit or loss. All other liabilities are classified as non-current.
Upon loss of significant influence over the joint control 1.2 Property, Plant and Equipment (PPE):
over the joint venture, the Group measures and The initial cost of PPE comprises its purchase price,
recognises any retained investment at its fair value. including import duties and non-refundable purchase
Any difference between the carrying amount of the taxes, and any directly attributable costs of bringing
joint venture upon loss of significant influence or joint an asset to working condition and location for its
control and the fair value of the retained investment and intended use, including relevant borrowing costs and
proceeds from disposal is recognised in profit or loss. any expected costs of decommissioning. Following
initial recognition, items of PPE are carried at its cost
C. Summary of Significant Accounting Policies less accumulated depreciation and accumulated
1.1 Classification of Assets and Liabilities into Current/ impairment losses, if any. Gross carrying amount of
Non-Current: all PPE are measured using cost model. Expenditure
The Group has ascertained its operating cycle as incurred after the PPE have been put into operation,
twelve months for the purpose of Current/ Non- such as repairs and maintenance, are charged to the
Current classification of its Assets and Liabilities. Statement of Profit and Loss in the period in which the
costs are incurred. PPE are eliminated from financial
For the purpose of Balance Sheet, an asset is statement either on disposal or when retired from
classified as current if: active use. Capital work-in-progress comprises of
cost incurred on property, plant and equipment under
a) It is expected to be realised, or is intended to be sold construction / acquisition that are not yet ready for
or consumed, in the normal operating cycle; or their intended use at the Balance Sheet Date
b) It is held primarily for the purpose of trading; or If significant parts of an item of PPE have different
useful lives, then they are accounted for as separate
c) It is expected to realise the asset within twelve months items (major components) of PPE. Material items
after the reporting period; or such as spare parts, stand-by equipment and service
equipment are classified as PPE when they meet the
d) The asset is a cash or cash equivalent unless it is restricted definition of PPE as specified in Ind AS 16 – Property,
from being exchanged or used to settle a liability for at Plant and Equipment.
least twelve months after the reporting period.
186
Consolidated Notes
1.3 Expenditure during construction period: b) The range of useful lives of the property, plant
a) Expenditure / Income during construction period and equipment not covered in table above and
(including financing cost related to borrowed are in accordance with Schedule II are as follows:
funds for construction or acquisition of qualifying
PPE) is included under Capital Work-in-Progress Particulars Useful life
and the same is allocated to the respective PPE Factory buildings 30 years
on the completion of their construction. Other buildings (RCC 60 years
structure)

Advances given towards acquisition or Other Plant and Machinery 15 years
construction of PPE outstanding at each reporting Computers 3 years
date are disclosed as Capital Advances under Furniture & fittings 10 years
“Other non-current Assets”. Motor vehicles 8 years
Windmill 22 years
b)
Property, plant and equipment are eliminated
from financial statement either on disposal or
c) In case of assets purchased, sold or discarded
when retired from active use. Assets held for
during the year, depreciation on such assets is
disposal are stated at net realizable value. Losses
calculated on pro-rata basis from the date of such
arising in case of retirement of property, plant
addition or as the case may be, upto the date on
and equipment and gains or losses arising from
which such asset has been sold or discarded.
disposal of property, plant and equipment are
recognized in the statement of profit and loss in
d) Depreciation methods, useful lives and residual
the year of occurrence.
values are reviewed at each financial year end
and adjusted prospectively.
1.4 Depreciation:
a) Depreciation on the property, plant and
e) Leasehold lands are amortized over the period of
equipment (other than freehold land and capital
lease or useful life whichever is lower. Buildings
work in progress) is provided on a straight-line
constructed on leasehold land are depreciated
method (SLM) over their useful lives which is in
over its useful life which matches with the useful
consonance of useful life mentioned in Schedule
life mentioned in Schedule II. In cases where
II to the Act except certain class of assets
building is having useful life greater than the
specified in table (i) below, based on internal
period of lease (where the Parent Company does
assessment estimated by the management of
not have right of renewal), the same is amortized
The Group, where the useful life is lower than as
over the lease period of land.
mentioned in said Schedule II.
1.5 Investment properties
Assets where useful life is lower than useful life
Property that is held for long-term rental yields or for
mentioned in Schedule II
capital appreciation or both, and that is not occupied
by the Group for its own business, is classified as
Assets depreciated on investment property. Investment properties are
SLM basis measured at its cost, including related transaction
Furniture & fittings at retail 5 years costs and where applicable borrowing costs less
stores depreciation and impairment if any.
Second hand factory / 30 years
office building (RCC frame
Depreciation on building held as Investment
structure) Properties is provided over it’s useful life (of 60 years)
Second hand factory / office 5 years
using the straight line method.
building (other than RCC
frame structure)
Individual assets whose cost Fully depreciated in 1.6 Intangible Assets and Amortisation:
does not exceed ` 5,000 the year of purchase a) Intangible assets are recognized only if it is
probable that the future economic benefits
attributable to asset will flow to the Company

Consolidated Notes
and the cost of asset can be measured reliably. 1.8 Impairment of Non-Financial Assets:
Intangible assets are stated at cost of acquisition/ At the end of each reporting period, the Group
development less accumulated amortization and reviews the carrying amounts of non-financial assets
accumulated impairment loss if any. to determine whether there is any indication that
those assets have suffered an impairment loss. If any
b)
Cost of an intangible asset includes purchase such indication exists, the recoverable amount of the
price including non - refundable taxes and asset is estimated in order to determine the extent of
duties, borrowing cost directly attributable to the impairment loss (if any). When it is not possible
the qualifying asset and any directly attributable to estimate the recoverable amount of an individual
expenditure on making the asset ready for its asset, the Group estimates the recoverable amount of
intended use. the cash-generating unit to which the asset belongs.
When a reasonable and consistent basis of allocation
c) Intangible assets under development comprises can be identified, corporate assets are also allocated
of cost incurred on intangible assets under to individual cash-generating units, or otherwise they
development that are not yet ready for their are allocated to the smallest group of cash-generating
intended use as at the Balance Sheet date. units for which a reasonable and consistent allocation
basis can be identified.
d)
Class of intangible assets and their estimated
useful lives are as under: Intangible assets with indefinite useful lives and
intangible assets not yet available for use are tested
Estimated useful life for impairment at least annually, and whenever there
Assets amortized on is an indication that the asset may be impaired.
SLM basis
Computer software 3 years
Recoverable amount is the higher of fair value less
Membership rights 5 years
costs of disposal and value in use. In assessing value
in use, the estimated future cash flows are discounted
e)
Amortisation methods and useful lives are to their present value using a pre-tax discount rate
reviewed at each financial year end and adjusted that reflects current market assessments of the time
prospectively. value of money and the risks specific to the asset for
which the estimates of future cash flows have not
f)
In case of assets purchased during the year, been adjusted.
amortization on such assets is calculated on pro-
rata basis from the date of such addition. If the recoverable amount of an asset (or cash-
generating unit) is estimated to be less than its carrying
1.7 Non-current assets (or disposal groups) classified amount, the carrying amount of the asset (or cash-
as held for disposal: generating unit) is reduced to its recoverable amount.
Assets are classified as held for disposal and stated at An impairment loss is recognised immediately in
the lower of carrying amount and fair value less costs Statement of Profit and Loss, unless the relevant asset
to sell. is carried at a revalued amount, in which case the
impairment loss is treated as a revaluation decrease.
To classify any Asset as “Asset held for disposal”
the asset must be available for immediate sale and When an impairment loss subsequently reverses, the
its sale must be highly probable. Such assets are carrying amount of the asset (or a cash-generating unit)
presented separately in the Balance Sheet, in the line is increased to the revised estimate of its recoverable
“Assets held for disposal”. Once classified as held amount, but so that the increased carrying amount
for disposal, intangible assets and PPE are no longer does not exceed the carrying amount that would
amortised or depreciated, but carried at lower of cost have been determined had no impairment loss been
or NRV. recognised for the asset (or cash-generating unit)
in prior years. A reversal of an impairment loss is
recognised immediately in the Statement of Profit and
188
Consolidated Notes
Loss, unless the relevant asset is carried at a revalued of a past event and it is probable that an outflow
amount, in which case the reversal of the impairment of resources, that can be reliably estimated, will be
loss is treated as a revaluation increase. required to settle such an obligation.
1.9 Inventories: If the effect of the time value of money is material,
The inventories (including traded goods) are valued at provisions are determined by discounting the
lower of cost and net realizable value after providing expected future cash flows to net present value using
for cost of obsolescence wherever considered an appropriate pre-tax discount rate that reflects
necessary. However, materials and other items held current market assessments of the time value of
for use in the production of inventories are not written money and, where appropriate, the risks specific to
down below cost if the finished products in which the liability. Unwinding of the discount is recognised
they will be incorporated are expected to be sold at in the Statement of Profit and Loss as a finance cost.
or above cost.
Provisions are reviewed at each reporting date and
The cost comprises of costs of purchase, duties and are adjusted to reflect the current best estimate.
taxes (other than those subsequently recoverable),
conversion cost and other costs incurred in bringing A present obligation that arises from past events
the inventories to their present location and condition. where it is either not probable that an outflow of
Since the Parent Company is in fashion industry resources will be required to settle or a reliable
with diverse designs / styles, the cost of inventory estimate of the amount cannot be made, is disclosed
is determined on the basis of specific identification as a contingent liability. Contingent liabilities are also
method (as the same is considered as more suitable). disclosed when there is a possible obligation arising
from past events, the existence of which will be
In case of work in progress and finished goods, the confirmed only by the occurrence or non -occurrence
costs of conversion include costs directly related to of one or more uncertain future events not wholly
the units of production and systematic allocation of within the control of the Group.
fixed and variable production overheads. The cost of
finished goods also includes excise duty wherever Claims against the Group where the possibility of any
applicable. outflow of resources in settlement is remote, are not
disclosed as contingent liabilities.
1.10 Borrowing Costs:
Borrowing costs that are directly attributable to A contingent asset is disclosed, where an inflow of
the acquisition, construction or development of a economic benefits is probable. Contingent assets are
qualifying asset are capitalized as part of the cost of not recognised in financial statements since this may
the respective asset till such time the asset is ready result in the recognition of income that may never be
for its intended use. A qualifying asset is an asset realised. However, when the realisation of income
which necessarily takes a substantial period of time is virtually certain, then the related asset is not a
to get ready for its intended use. All other borrowing contingent asset and is recognised.
costs are expensed in the period in which they occur.
Borrowing costs consist of interest, amortization of 1.12 Revenue Recognition:
discounts, hedge related cost incurred in connection Revenue is recognized to the extent that it is probable
with foreign currency borrowings and exchange that the economic benefits will flow to the Group and
difference arising from foreign currency borrowings the amount can be reliably measured.
to the extent they are treated as an adjustment to the
borrowing cost and other costs that an entity incurs in a) Sales of goods are recognized when significant
connection with the borrowing of funds. risks and rewards of ownership of the goods have
passed to the buyer that coincides with delivery
1.11 Provisions, Contingent Liabilities and Contingent and is measured at the fair value of consideration
Assets: received or receivable taking net off the amount
Provisions are recognised when the Group has a of goods and services tax (GST), sales tax,
present obligation (legal or constructive) as a result rebates, trade discounts and sales returns.

Consolidated Notes
b) Interest income is recognized on time proportion compensate for the Group’s expected inflationary
basis taking into account the amount outstanding cost increases.
and rate applicable.
1.14 Employees’ Benefits:
c) Dividend income on investment is accounted for a) Short term employee benefits-
in the period/year in which the right to receive All employee benefits falling due wholly within
the same is established. twelve months of rendering the service are
classified as short term employee benefits
d)
Service income is recognized upon rendering and they are recognized as an expense at the
of services. Service income is recorded net of undiscounted amount in the Statement of Profit
service tax/GST. and Loss in the period in which the employee
renders the related service.
e) Licensing revenue is recognized on accrual basis
in accordance with the terms of the relevant b) Post-employment benefits
agreements. Licensing income is recorded net of i) Defined contribution plan
sales tax and service tax/GST The defined contribution plan is post-
employment benefit plan under which the Group
f) Power generation income is recognized on the contributes fixed contribution to a government
basis of electrical units generated and sold in administered fund and will have no obligation
excess of captive consumption and recognized to pay further contribution. The Group’s defined
at prescribed rate as per agreement of sale of contribution plan comprises of Provident Fund,
electricity by the Parent Company. Further, value Employee State Insurance Scheme, Employee
of electricity generated and captively consumed Pension Scheme, National Pension Scheme and
is netted off from the electricity expenses. Labour Welfare Fund. The Group’s contribution
to defined contribution plans are recognized in
g) Export incentives principally comprises of Duty the Statement of Profit and Loss in the period in
Drawback, merchandise exports from India which employee renders the related service.
scheme and refund of state levies based on
guidelines formulated for the respective scheme ii) Defined benefit plan
by the government authorities. These incentives The Group’s obligation towards gratuity liability is
are recognized as income on accrual basis in funded to an approved gratuity fund, which fully
Statement of Profit and Loss in only to the extent covers the said liability under Cash Accumulation
that realisation/utilisation is certain. Policy of Life Insurance Corporation of India
(LIC). The present value of the defined benefit
h) Rental income (net of taxes) on assets given under obligations is determined based on actuarial
operating lease arrangements is recognized valuation using the projected unit credit
on a straight-line basis over the period of the method. The rate used to discount defined
lease unless the receipts are structured to benefit obligation is determined by reference
increase in line with expected general inflation to market yields at the Balance Sheet date on
to compensate for the Company’s expected Indian Government Bonds for the estimated
inflationary cost increases. term of obligations. The net interest cost is
calculated by applying the discount rate to the
1.13 Operating Lease: net balance of the defined benefit obligation and
Lease arrangements where risks and rewards fair value of plan assets. Re-measurement gains
incidental to ownership of an asset substantially vests or losses arising from experience adjustments
with the lessor are classified as operating lease. changes in actuarial assumptions is reflected
immediately in the Balance Sheet with a charge
Rental expenses on assets obtained under operating or credit recognized in Other Comprehensive
lease arrangements are charged to the Statement of Income (OCI) in the period in which they occur.
Profit and Loss on a straight-line basis over the period Re-measurement recognized in OCI is reflected
of the lease unless the payments are structured to immediately in retained earnings and will not be
increase in line with expected general inflation to reclassified to Statement of Profit and Loss in the
subsequent period.
190
Consolidated Notes
As per the Parent Company’s policy, employees A deferred tax asset is recognized only to the
who have completed specified years of service extent that it is probable that future taxable profits
are eligible for death benefit plan wherein will be available against which the temporary
defined amount would be paid to the survivors difference can be utilised. Deferred tax assets
of the employee on the death of the employee are reviewed at each reporting date and are
while in service with the Parent Company. To fulfill reduced to the extent that it is no longer probable
the Parent Company’s obligation for the above
mentioned plan, the Parent Company has taken 1.16 Earnings per Share:
group term policy from an insurance company. Basic earnings per share (EPS) are calculated by
The annual premium for insurance cover is dividing the net profit or loss (after tax) for the year
recognized in Statement of Profit and Loss. attributable to equity shareholders by the weighted
average number of equity shares outstanding during
1.15 Income Taxes: the year. The weighted average number of equity
a) Tax expenses comprise of current tax, deferred shares outstanding during the period is adjusted for
tax charge or credit and adjustments of taxes events of bonus issue and share split if any.
for earlier years. In respect of amounts adjusted
against securities premium or retained earnings For the purpose of calculating diluted earnings per
or other reserves, the corresponding tax effect is share, the net profit or loss (after tax) for the year
also adjusted against the securities premium or attributable to equity shareholders and the weighted
retained earnings or other reserves, as the case average number of equity shares outstanding during
may be, as per the announcement of Institute of the year are adjusted for the effects of all dilutive
Chartered Accountant of India. potential equity shares.
b) Current Tax is measured on the basis of estimated 1.17 Foreign Currency Transactions:
taxable income for the current accounting period a) Transactions denominated in foreign currencies
in with the applicable tax rates and the provisions are recorded at the exchange rates prevailing on
of the Income-tax Act, 1961 and other applicable the date of the transaction.
tax laws.
b)
As at balance sheet date, foreign currency
c)
Deferred tax is provided, on all temporary monetary items are translated at closing
differences at the reporting date between the tax exchange rate. Foreign currency non-monetary
bases of assets and liabilities and their carrying items carried at fair value are translated at the
amounts for financial reporting purposes. rates prevailing at the date when the fair value
Deferred tax assets and liabilities are measured was determined. Foreign currency non-monetary
at the tax rates that are expected to be applied items measured in terms of historical cost are
to the temporary differences when they reverse, translated using the exchange rate as at the date
based on the laws that have been enacted or of initial transactions.
substantively enacted at the reporting date.
c)
Exchange difference arising on settlement or
Tax relating to items recognised directly in equity translation of foreign currency monetary items
or OCI is recognised in equity or OCI and not in are recognized as income or expense in the year
the Statement of Profit and Loss. Deferred tax in which they arise except to the extent exchange
assets and liabilities are offset if there is a legally differences are regarded as an adjustment
enforceable right to offset current tax liabilities to interest cost on those foreign currency
and assets, and they relate to income taxes borrowings.
levied by the same tax authority, but they intend
to settle current tax liabilities and assets on a 1.18 Financial Instruments:
net basis or their tax assets and liabilities will be Financial assets and financial liabilities are recognised
realized simultaneously. when a Company becomes a party to the contractual
provisions of the instruments

Consolidated Notes
Measurement • the contractual terms of the financial asset give

At initial recognition, the Group measures a financial rise on specified dates to cash flows that are
asset and financial liabilities at its fair value. Transaction solely payments of principal and interest on the
costs that are directly attributable to the acquisition or principal amount outstanding.
issue of financial assets and financial liabilities (other
than financial assets and financial liabilities at fair Fair Value through Profit or Loss (FVTPL):
value through profit or loss and ancillary costs related A financial asset shall be classified and measured at
to borrowings) are added to or deducted from the fair fair value through profit or loss unless it is measured
value of the financial assets or financial liabilities, as at amortised cost or at FVOCI.
appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial All recognised financial assets are subsequently
assets or financial liabilities at fair value through profit measured in their entirety at either amortised cost
or loss are recognised immediately in Statement of or fair value, depending on the classification of the
Profit and Loss. financial assets.

Classification and Subsequent Measurement: Equity instruments:
Financial Assets The Group subsequently measures its specific equity
investments other than investments in joint venture
The Group classifies financial assets as subsequently at fair value. Where the Group’s management has
measured at amortised cost, fair value through other elected to present fair value gains and losses on
comprehensive income (“FVOCI”) or fair value through equity investments in other comprehensive income,
profit or loss (“FVTPL”) on the basis of following: there is no subsequent reclassification of fair value
gains and losses to the Statement of Profit and Loss.
•
the entity’s business model for managing the Dividends from such investments are recognized in
financial assets and the Statement of Profit and Loss as other income when
the Group’s right to receive payments is established.
• the contractual cash flow characteristics of the
financial asset. Impairment of financial assets
The Group assesses on a forward looking basis the
Amortised Cost: expected credit losses associated with its assets.
A financial asset shall be classified and measured at The impairment methodology applied depends
amortised cost if both of the following conditions are on whether there has been a significant increase
met: in credit risk. For trade receivables, the Company
applies ‘simplified approach’ as specified under Ind
• the financial asset is held within a business model AS 109, which requires expected lifetime losses to be
whose objective is to hold financial assets in recognized from initial recognition of the receivables.
order to collect contractual cash flows and The application of simplified approach does not
require the Company to track changes in credit risk.
• the contractual terms of the financial asset give The Company calculates the expected credit losses
rise on specified dates to cash flows that are on trade receivables using a provision matrix on the
solely payments of principal and interest on the basis of its historical credit loss experience and is
principal amount outstanding. adjusted for forward looking estimates.
Fair Value through OCI (FVOCI): Derecognition of financial assets:

A financial asset shall be classified and measured at The Group derecognises a financial asset when the
FVOCI if both of the following conditions are met: contractual rights to the cash flows from the asset
expire, or when it transfers the financial asset and
• the financial asset is held within a business model substantially all the risks and rewards of ownership
whose objective is achieved by both collecting of the asset to another party. If the Group neither
contractual cash flows and selling financial assets transfers nor retains substantially all the risks and
and rewards of ownership and continues to control the
192
Consolidated Notes
transferred asset, the Group recognises its retained interest method of the difference between the
interest in the asset and an associated liability for initial recognition amount and the maturity amount
amounts it may have to pay. If the Group retains is added to the initial recognition value (net of
substantially all the risks and rewards of ownership principal repayments, if any) of the financial liability
of a transferred financial asset, the Group continues over the relevant period of the financial liability to
to recognise the financial asset and also recognises a arrive at the amortized cost at each reporting date.
collateralised borrowing for the proceeds received. The corresponding effect of the amortization under
effective interest method is recognized as interest
On derecognition of a financial asset (other than expense over the relevant period of the financial
specific equity instrument classified as FVOCI) in its liability. The same is included under finance cost in
entirety, the difference between the asset’s carrying the Consolidated Statement of Profit and Loss.
amount and the sum of the consideration received
and receivable and the cumulative gain or loss Derecognition of Financial Liabilities:
that had been recognised in other comprehensive A financial liability is derecognized when the obligation
income and accumulated in equity is recognised in under the liability is discharged or cancelled or
profit or loss if such gain or loss would have otherwise expires. When an existing financial liability is replaced
been recognised in profit or loss on disposal of that by another from the same lender on substantially
financial asset. different terms, or the terms of an existing liability
are substantially modified, such an exchange or
On derecognition of a financial asset other than in modification is treated as the Derecognition of the
its entirety (e.g. when the Group retains an option original liability and the recognition of a new liability.
to repurchase part of a transferred asset), the The difference between the carrying amount of the
Group allocates the previous carrying amount of financial liability derecognized and the consideration
the financial asset between the part it continues to paid is recognized in the Consolidated Statement of
recognise under continuing involvement, and the part Profit and Loss.
it no longer recognises on the basis of the relative fair
values of those parts on the date of the transfer. The 1.19 Cash Flow Statement Cash and Cash Equivalents:
difference between the carrying amount allocated Cash and cash equivalents include cash in hand, bank
to the part that is no longer recognised and the sum balances, deposits with banks (other than on lien) and
of the consideration received for the part no longer all short term highly liquid investments / mutual funds
recognised and any cumulative gain or loss allocated (with zero exit load at the time of investment) that
to it that had been recognised in other comprehensive are readily convertible into known amounts of cash
income is recognised in profit or loss if such gain or and are subject to an insignificant risk of changes
loss would have otherwise been recognised in profit in value. Cash flows are reported using the indirect
or loss on disposal of that financial asset. A cumulative method, where by net profit before tax is adjusted for
gain or loss that had been recognised in other the effects of transactions of a non-cash nature, any
comprehensive income is allocated between the part deferrals or accruals of past or future operating cash
that continues to be recognised and the part that is receipts or payments and item of income or expenses
no longer recognised on the basis of the relative fair associated with investing or financing cash flows. The
values of those parts. cash flows from operating, investing and financing
activities are segregated.
Subsequent measurement: Financial Liabilities
All financial liabilities of the Group are subsequently 1.20 Dividend distribution:
measured at amortized cost using the effective Final equity dividends on shares are recorded as a
interest method. liability on the date of approval by the shareholders
and interim equity dividends are recorded as a liability
Under the effective interest method, the future on the date of declaration by the Parent Company’s
cash payments are exactly discounted to the initial Board of Directors.
recognition value using the effective interest rate.
The cumulative amortization using the effective 1.21 Segment Reporting:
Operating segments have been identified taking
into account the nature of the products / services,

Consolidated Notes
geographical locations, nature of risks and returns, 2) Estimation of Defined benefit obligation:
internal organization structure and internal financial The costs of providing post-employment benefits
reporting system. The Group prepares its segment are charged to the Statement of Profit and Loss in
information in conformity with the accounting accordance with Ind AS 19 ‘Employee benefits’ over
policies adopted for preparing and presenting the the period during which benefit is derived from the
consolidated financial statements of the Group as a employees’ services. The costs are assessed on the
whole. These operating results are regularly reviewed basis of assumptions selected by the management.
by the company’s Chief Operating Decision Maker These assumptions include salary escalation rate,
(“CODM”). discount rates, expected rate of return on assets and
mortality rates. The same is disclosed in Note 2.32
D. Critical accounting judgements and key sources of
estimation uncertainty (Parent Company): 3) Sales Returns:
The preparation of the Company’s financial statements The Company accounts for sales returns accrual by
requires management to make judgements, estimates and recording an allowance for sales returns concurrent
assumptions that affect the reported amounts of revenues, with the recognition of revenue at the time of
expenses, assets and liabilities, and the accompanying a product sale. This allowance is based on the
disclosures, and the disclosure of contingent liabilities. Company’s estimate of expected sales returns. The
Uncertainty about these assumptions and estimates could Company deals in various products and operates in
result in outcomes that require a material adjustment to various markets. Accordingly, the estimate of sales
the carrying amount of assets or liabilities affected in returns is determined primarily by the Company’s
future periods historical experience in the markets in which the
Company operates.
Critical judgements and estimates in applying accounting
policies: 4) Fair value measurement of Financial Instruments:
Refer Note 2.40
1) Property, Plant and Equipment:
Property, Plant and Equipment represent a significant 5) Impairment
proportion of the asset base of the Company. The An impairment loss is recognised for the amount by
charge in respect of periodic depreciation is derived which an asset’s or cash-generating unit’s carrying
after determining an estimate of an asset’s expected amount exceeds its recoverable amount to determine
useful life. The useful lives of the Company’s assets the recoverable amount, management estimates
are determined by the management at the time the expected future cash flows from each asset or cash
asset is acquired and reviewed periodically, including generating unit and determines a suitable interest
at each financial year end. The lives are based on rate in order to calculate the present value of those
historical experience with similar assets as well as cash flows. In the process of measuring expected
anticipation of future events, which may impact their future cash flows, management makes assumptions
life, such as changes in technical or commercial about future operating results. These assumptions
obsolescence arising from changes or improvements relate to future events and circumstances. The
in production or from a change in market demand of actual results may vary, and may cause significant
the product or service output of the asset. adjustments to the Company’s assets. In most cases,
determining the applicable discount rate involves
estimating the appropriate adjustment to market
risk and the appropriate adjustment to asset-specific
risk factors.
194

Sr.
1 Free Hold Land 1,603.42 93.93 - 1,697.35 - - - - 1,697.35
2 Building 2,729.08 - - 2,729.08 113.88 105.12 - 219.01 2,510.07
3 Furnitures & Fixtures 62.57 33.70 - 96.27 15.26 8.24 - 23.51 72.76
4 Plant and Machinery 1,870.81 758.16 51.73 2,577.24 209.75 290.35 8.16 491.93 2,085.31
5 Computer 139.96 36.82 9.08 167.70 42.41 57.77 7.63 92.55 75.15
6 Office Equipments 99.05 146.46 - 245.51 26.38 47.62 - 74.00 171.51
7 Vehicles 177.87 20.30 - 198.17 25.37 29.33 - 54.70 143.47
Total of Property Plant & equipment (A) 6,682.76 1,089.37 60.80 7,711.33 433.04 538.44 15.79 955.70 6,755.62

generated)
1 Software (Acquired) 77.39 35.08 - 112.46 35.85 26.55 - 62.40 50.06
2 Membership Rights 7.20 - - 7.20 3.60 3.60 - 7.20 -
Total of Intangible Assets (B) 84.59 35.08 - 119.66 39.45 30.15 - 69.60 50.06
Consolidated Notes
Sr. As at As at As at
Description of the Block of Assets Additions Capitalised
No. 01/04/2017 31/3/2018 31/3/2018
2 Building 491.15 360.34 - 851.49 - - - - 851.49
Total CWIP 724.50 604.88 420.87 908.51 - - - - 908.51
Intangible Assets under development
1 Software (Acquired) 2.86 12.49 - 15.35 - - - - 15.35
Total CWIP (C) 727.36 617.37 420.87 923.86 - - - - 923.86

1 Building 255.91 - - 255.91 95.56 8.76 - 104.32 151.59
Total Investment properties (D) 255.91 - - 255.91 95.56 8.76 - 104.32 151.59
Grand total (A+B+C+D) 7,750.62 1,741.82 481.67 9,010.76 568.05 577.35 15.79 1,129.62 7,881.13

195
Consolidated Notes
2.1.1a Investment Property

Particulars 31st March18 31st March17*
Rental income derived from Investment property 89.51 6.09
Direct operating expenses (Including repair and maintenance) 2.58 0.10
Income arising from Investment properties before depreciation 86.93 5.99
Depreciation 8.76 0.15
Income from Investment properties (Net) 78.17 5.84
* *Expenses is for the proportionate period for which property was given on operating lease.
2.1.2 B
uilding includes the value of 14,000 (P.Y.14,000) share of ` 100 each in Synthofine Estate CHS Ltd and value of 10 (P.Y.10)
share of ` 50 each in Gautam Chemical Industrial Premises CHS Ltd.
2.1.3 Balance useful life of membership rights as at year end is Nil (P.Y. 12 months).
2.1.4 Building includes building constructed on lease hold land having Gross block of ` 226.65 lakhs (P.Y. ` 226.65 lakhs)
2.1.5 In the year 2014-15, the company has acquired freehold land with integrated structures for a composite value whose
conveyance is registered and municipal records updated. The value of the structure is determined based on estimated
depreciated value of structures and the balance is considered as the value of the land. In respect of the land, the company
has undivided share in land. Also an insignificant portion of land is unlawfully occupied by an illegal occupant and the said
occupant had raised some illegal structures which were demolished by the Municipal Corporation during the year under
review. The said illegal occupant has filed a suit in the Hon’ble High Court for his alleged claim in respect of the portion of
the land illegally occupied by him. The company has refuted the alleged claim of the illegal occupant and is defending the
suit. The Company has filed an Eviction suit against the illegal occupant in the Hon’ble Small Causes Court. Both the said
matters are sub-judiced. There is insignificant impact of these litigations on the financial position of the company.
2.1.6 A
mount capitalised under building block includes Nil (P.Y.`198.40 lakhs) being the amount of capital expenditure incurred
on self-constructed assets.Further such amount included under CWIP is aggregating to `851.49 lakhs (P.Y.`491.15 lakhs).
196

Sr.
1 Free Hold Land 1,540.45 62.98 - 1,603.42 - - - - 1,603.42
2 Building 2,530.68 198.40 - 2,729.08 - 113.88 - 113.88 2,615.20
3 Furnitures & Fixtures 62.57 - 62.57 - 15.26 15.26 47.31
4 Plant and Machinery 1,140.81 755.12 25.12 1,870.81 - 212.49 2.74 209.75 1,661.06
5 Computer 78.15 63.21 1.40 139.96 - 42.65 0.24 42.41 97.55
6 Office Equipments 56.67 42.38 99.05 - 26.38 26.38 72.67
7 Vehicles 140.93 39.20 2.26 177.87 - 26.18 0.82 25.36 152.51
Total of Property Plant & equipment (A) 5,550.25 1,161.30 28.78 6,682.77 - 436.84 3.80 433.04 6,249.72
generated)
1 Software (Acquired) 66.38 11.01 77.39 - 35.85 - 35.85 41.54
2 Membership Rights 7.20 - - 7.20 - 3.60 - 3.60 3.60
Total of Intangible Assets (B) 73.58 11.01 - 84.59 - 39.45 - 39.45 45.14
Consolidated Notes
As at As at As at
Additions Capitalised
01/04/2016 31/3/2017 31/3/2017
2 Building 152.30 549.73 210.89 491.14 - - - - 491.14
Total CWIP 263.56 1,054.01 593.08 724.49 - - - - 724.49
Intangible Assets
(other than internally generated)
1 Software (Acquired) - 2.86 - 2.86 - - - - 2.86
Total CWIP (C) 263.56 1,056.87 593.08 727.35 - - - - 727.35

1 Building 29.21 226.70 255.91 86.80 8.76 - 95.56 160.35
Total Investment properties (D) 29.21 226.70 - 255.91 86.80 8.76 - 95.56 160.35
Grand total (A+B+C+D) 5,916.60 2,455.88 621.86 7,750.62 86.80 485.05 3.80 568.05 7,182.56

197
Consolidated Notes
As at As at As at
Particulars Note
INVESTMENTS 2.2
Non Current Investments (refer note 1.18)
a) Trade Investments (Unquoted)
Investment in Joint Venture White Knitwear Private Limited
using Equity method (Refer Note 2.2.1)
In Equity Shares
330,000 (P.Y. 330,000) Shares of face value ` 10 each, fully paid up. 33.00 33.00 33.00
In Preference Shares
3,125,000 (P.Y. 3,125,000) 9% Cumulative Redeemable 312.50 312.50 312.50
Preference Shares of face value of ` 10 each fully paid up.
Add/(loss): Share of Profit/(loss) for earlier years (39.68) (35.32) (35.32)
Add/(loss): Share of Profit/(loss) for the year (6.60) (4.36) -
Total Investment accounted using equity method 299.22 305.82 310.18
b) Other than Trade Investments (Quoted)
In Equity Shares
4,512 (P.Y. 4,512) Reliance Power Limited Shares of face value 1.63 2.17 2.23
` 10 each fully paid up.
7,500 (P.Y. 7,500) HCL Technologies Ltd Shares of face value 72.71 65.55 61.06
25,000 (P.Y. 25,000) Tech Mahindra Ltd Shares of face value 159.58 114.58 118.86
In Fixed Maturity Plan
In units of Fixed Maturity Plans (FMP’s) of ` 10/- each fully
paid up
Birla Sunlife FTP Series OF Growth 1,035.25 956.72 -
[Units: 9,510,574 (31/03/17 - 9,510,574, 01/04/16 - NIL)]
[Units: NIL (31/03/17 - 2,000,000, 01/04/16 - 2,000,000)]
[Units: NIL (31/03/17 - 5,000,000, 01/04/16 - 5,000,000)]
DSP Blackrock FMP-Series 209-37M-Growth 319.55 300.34 -
[Units: 3,000,000 (31/03/17 - 3,000,000, 01/04/16 - NIL)]
HDFC FMP 372D Feb 2014-1 Growth - - 604.09
[Units: NIL (31/03/17 - NIL, 01/04/16 - 5,000,000)]
HDFC FMP 1199D Jan 2017(1) - Growth 1,093.19 1,010.49 -
[Units: 10,000,000 (31/03/17 - 10,000,000, 01/04/16 - NIL)]
HDFC FMP 1178D Feb 2017(1) - Growth 356.79 328.79 -
[Units: 3,252,951 (31/03/17 - 3,252,951, 01/04/16 - NIL)]
ICICI Pru FMP Series 79 - 1120D Plan J - Growth 1,101.11 1,030.40 -
[Units: 9,763,702 (31/03/17 - 9,763,702, 01/04/16 - NIL)]
ICICI Pru FMP Series 80 - 1170D Plan I - Growth 575.87 528.72 -
[Units: 5,253,506 (31/03/17 - 5,253,506, 01/04/16 - NIL)]
Kotak FMP Series 187 - Growth 120.56 111.51 101.24
[Units: 1,000,000 (31/03/17 - 1,000,000, 01/04/16 - 1,000,000)]
Kotak FMP Series 202 - Growth 534.75 501.07 -
[Units: 5,000,000 (31/03/17 - 5,000,000, 01/04/16 - NIL)]
Principal PNB FMP Series B14 390 Days Growth - - 597.89
[Units: NIL (31/03/17 - NIL, 01/04/16 - 5,000,000)]
198
Consolidated Notes
As at As at As at
Particulars Note
Reliance Fixed Horizon Fund XXVI - Series 12 - Growth - - 141.49
[Units: NIL (31/03/17 - NIL, 01/04/16 - 1,197,116.241)]
Reliance Fixed Horizon Fund XXVIII - Series 7 - Growth - - 824.36
[Units: NIL (31/03/17 - NIL, 01/04/16 - 7,500,000)]
Reliance Fixed Horizon Fund XXXI - Series 13 - Growth 1,692.85 1,534.36 -
[Units: 15,179,080 (31/03/17 - 15,179,080, 01/04/16 - NIL)]
[Units: 1,600,000 (31/03/17 - 1,600,000, 01/04/16 - NIL)]
Reliance Fixed Horizon Fund XXXII - Series 2 - Regular-Growth 110.64 102.29 -
[Units: 1,000,000 (31/03/17 - 1,000,000, 01/04/16 - NIL)]
[Units: 2,000,000 (31/03/17 - 2,000,000, 01/04/16 - NIL)]
[Units: 2,000,000 (31/03/17 - 2,000,000, 01/04/16 - NIL)]
[Units: 6,006,447.403 (31/03/17 - 6,006,447.403, 01/04/16 - NIL)]
Sundaram FTP GJ 3 Year - Growth - - 582.89
[Units: NIL (31/03/17 - NIL, 01/04/16 - 5,000,000)]
UTI Fixed Term Income Fund Series XIX-XVIII - Growth - - 584.29
[Units: NIL (31/03/17 - NIL, 01/04/16 - 5,000,000)]
UTI Fixed Term Income Fund Series XXI-VII - Growth - 604.45 551.21
[Units: NIL (31/03/17 - 5,000,000, 01/04/16 - 5,000,000)]
UTI Fixed Term Income Fund Series XXI-VIII - Growth - 722.76 659.50
[Units: NIL (31/03/17 - 6,000,000, 01/04/16 - 6,000,000)]
UTI Fixed Term Income Fund Series XXI-X - Growth - 600.02 548.24
[Units: NIL (31/03/17 - 5,000,000, 01/04/16 - 5,000,000)]
UTI Fixed Term Income Fund Series XXV-VII - Growth 175.88 164.76 -
[Units: 1,600,000 (31/03/17 - 1,600,000, 01/04/16 - NIL)]
UTI Fixed Term Income Fund Series XXV-XII - Growth 218.17 203.84 -
[Units: 2,000,000 (31/03/17 - 2,000,000, 01/04/16 - NIL)]
UTI Fixed Term Income Fund Series XXVI-I - Growth 325.86 304.39 -
[Units: 3,019,459.258 (31/03/17 - 3,019,459.258, 01/04/16 - NIL)]
UTI Fixed Term Income Fund Series XXVI-II - Growth 1,076.41 1,004.87 -
[Units: 10,000,000 (31/03/17 - 10,000,000, 01/04/16 - NIL)]
Franklin India FMP-Sereis 2-Plan A - Growth 101.40 - -
[Units: 1,000,000 (31/03/17 - NIL, 01/04/16 - NIL)]
Franklin India FMP-Sereis 2-Plan B - Growth 101.68 - -
[Units: 1,000,000 (31/03/17 - NIL, 01/04/16 - NIL)]
HDFC FMP 1165D April 2017 (1) 697.64 - -
[Units: 6,542,049 (31/03/17 - NIL, 01/04/16 - NIL)]
HSBC FTS 130 Growth 1204 days 101.70 - -
[Units: 1,000,000 (31/03/17 - NIL, 01/04/16 - NIL)]
ICICI Pru FMP Series 81 1205 Days - Growth 159.57 - -
[Units: 1,500,000 (31/03/17 - NIL, 01/04/16 - NIL)]
Reliance Fixed Horizon Fund XXXV - Series 7 - Growth 203.19 - -
[Units: 2,000,000 (31/03/17 - NIL, 01/04/16 - NIL)]
UTI FTIF-Series XXVII-VI - Growth 310.04 - -
[Units: 3,000,000 (31/03/17 - NIL, 01/04/16 - NIL)]

Consolidated Notes
As at As at As at
Particulars Note
[Units: 7,000,000 (31/03/17 - NIL, 01/04/16 - NIL)]
[Units: 3,000,000 (31/03/17 - NIL, 01/04/16 - NIL)]
In the units of Fixed Maturity Plan (FMP’S) of ` 1000/- each
fully paid
DHFL Pramerica Fixed Duration Fund-Series AF-Growth 323.97 300.37 -
[Units: 30,000 (31/03/17 - 30,000, 01/04/16 - NIL)]
Kotak India Whizdom Fund
Capital Contribution 112.81 50.00 -
13,666.24 12,889.52 6,478.04
Aggregate Market / Net asset Value
- Quoted 233.92 182.30 182.15
- Unquoted 13,432.32 12,707.24 6,295.89
The Company had invested in aggregate ` 34,550,000 in Joint 2.2.1
Venture “”White Knitwear Private Limited”” (WKPL). The WKPL
had acquired land in Surat Special Economic Zone (SEZ) and
constructed factory building for setting up of manufacturing unit
for production of Knitwear Apparels for exports. However due to
slowdown in International market, SEZ could not take off and most
of the members of SEZ shelved their projects and approached
to Gujarat Industrial Development Corporation (GIDC) and
State and Central government for de-notification of SEZ.
Gujarat Industrial Development Corporation vide its circular No.
GIDC/CIR/Distribution/Policy /13/05 dated 14.03.2013 has de-
notified the SEZ and conceded the members to convert and use
the erstwhile land in SEZ as Domestic Tariff Area (DTA) subject to
fulfillment of conditions stated therein. WKPL vide its letter dated
04.04.13 has consented for de-notification of its plot of land and
undertaken to complete the formal procedure for the same.
Post de-notification joint venture partners shall dispose of the

Company/land and building and realize the proceeds to return it
to joint venture partners.
(Unsecured considered good)
Security Deposits (Net of provision of ` 9.86 Lakhs(P.Y.` 9.86 lakhs)) 186.58 129.29 139.39
Loan to Employees 53.36 26.05 29.92
Rent Deposits to Related Parties (refer note 2.33(b)) 7.83 7.83 7.83
Bank Deposits offered as Security 3.76 26.26 3.29
251.70 190.25 180.86
200
Consolidated Notes
As at As at As at
Particulars Note
DEFERRED TAX ASSET
Deferred tax Asset - - 49.78
OTHER NON CURRENT ASSETS 2.4
Capital Advances 5.04 192.97 357.80
Advance Tax / Tax deducted at source (Net of Provision) - 111.26 362.46
232.05 533.22 934.17
INVENTORIES 2.5
Finished goods 2,660.65 2,449.57 1,832.75
Work-in-Progress 1,624.01 1,556.62 2,950.24
Raw material 722.98 830.72 522.08
Traded goods 118.86 153.12 156.01
Packing material & accessories 87.33 58.81 103.56
Stores, chemicals and consumables 71.18 77.36 52.87
5,285.01 5,126.20 5,617.51
In terms of Guidance note on Accounting Treatment for Excise Duty 2.5.1
issued by the Institute of Chartered Accountants of India (ICAI) excise
duty of ` NIL (P.Y. `23.43 lakhs) is considered as an element of cost
for valuation of finished goods inventory.
CURRENT INVESTMENTS (REFER NOTE 1.18) 2.6
(includes current maturity of non current investment)
In units of Fixed Maturity Plans (FMP’s) of ` 10/- each fully paid up
(Current Portion of Long Term Investments)
Birla Sunlife FTP Series JA Growth - - 611.11
[Units: NIL (31/03/17 - NIL, 01/04/16 - 5,000,000)]
Birla Sunlife FTP Series KD Growth - - 601.55
[Units: NIL (31/03/17 - NIL, 01/04/16 - 5,000,000)]
DSP Blackrock FMP Series 111-12 Month - Growth - - 151.67
[Units: NIL (31/03/17 - NIL, 01/04/16 - 1,196,613.851)]
HDFC FMP 371D Dec 2013-2 Growth - - 365.69
[Units: NIL (31/03/17 - NIL, 01/04/16 - 3,000,000)]
HDFC FMP 369D Jan 2014-1 Growth - - 614.60
[Units: NIL (31/03/17 - NIL, 01/04/16 - 5,091,849)]
HDFC FMP 372D Feb 2014-1 Growth - 652.40 -
[Units: NIL (31/03/17 - 5,000,000, 01/04/16 - 5,000,000)]
ICICI Pru FMP Series 68-369D Plan I - - 953.89
[Units: NIL (31/03/17 - NIL, 01/04/16 - 7,464,604)]
ICICI Pru FMP Series 72-368D Plan A - - 242.21
[Units: NIL (31/03/17 - NIL, 01/04/16 - 2,000,000)]
IDFC FTP Series 49 Growth - - 244.47
[Units: NIL (31/03/17 - NIL, 01/04/16 - 2,002,581)]
IDFC Yearly Series Interval Fund - Series 1 - Growth - - 2,005.69
[Units: NIL (31/03/17 - NIL, 01/04/16 - 15,249,970.718)]
[Units: NIL (31/03/17 - NIL, 01/04/16 - 160,000)]

Consolidated Notes
As at As at As at
Particulars Note
[Units: NIL (31/03/17 - NIL, 01/04/16 - 1,100,000)]
[Units: NIL (31/03/17 - NIL, 01/04/16 - 2,002,583)]
[Units: NIL (31/03/17 - NIL, 01/04/16 - 5,000,000)]
Principal PNB FMP Series B14 390 Days Growth - 648.32 -
[Units: NIL (31/03/17 - 5,000,000, 01/04/16 - 5,000,000)]
Reliance Fixed Horizon Fund - XXIV - Series 15 Growth - - 1,465.27
[Units: NIL (31/03/17 - NIL, 01/04/16 - 11,500,000)]
Reliance Yearly Interval Fund - Series 4 - Growth - - 546.06
[Units: NIL (31/03/17 - NIL, 01/04/16 - 4,164,896.586)]
Reliance Fixed Horizon Fund XXVI - Series 12 - Growth - 152.81 -
[Units: NIL (31/03/17 - 1,197,116.241, 01/04/16 - 1,197,116.241)]
Reliance Fixed Horizon Fund XXVIII - Series 7 - Growth - 900.85 -
[Units: NIL (31/03/17 - 7,500,000, 01/04/16 - 7,500,000)]
Sundaram FTP GJ 3 Year - Growth - 633.55 -
[Units: NIL (31/03/17 - 5,000,000, 01/04/16 - 5,000,000)]
UTI Fixed Term Income Fund Series XIX-XVIII - Growth - 637.66 -
[Units: NIL (31/03/17 - 5,000,000, 01/04/16 - 5,000,000)]
TATA FMP Series 43 Scheme C Growth - - 140.67
[Units: NIL (31/03/17 - NIL, 01/04/16 - 1,100,000)]
TATA FMP Series 46 Scheme I Growth - - 603.65
[Units: NIL (31/03/17 - NIL, 01/04/16 - 5,000,000)]
[Units: 2,000,000 (31/03/17 - NIL, 01/04/16 - NIL)]
[Units: 5,000,000 (31/03/17 - NIL, 01/04/16 - NIL)]
UTI Fixed Term Income Fund Series XXI-VII - Growth 649.12 - -
[Units: 5,000,000 (31/03/17 - NIL, 01/04/16 - NIL)]
UTI Fixed Term Income Fund Series XXI-VIII - Growth 775.44 - -
[Units: 6,000,000 (31/03/17 - NIL, 01/04/16 - NIL)]
UTI Fixed Term Income Fund Series XXI-X - Growth 643.37 - -
[Units: 5,000,000 (31/03/17 - NIL, 01/04/16 - NIL)]
UTI Short Term Income Fund Growth - - 63.33
[Units: NIL (31/03/17 - NIL, 01/04/16 - 348,585.093)]
SBI Dynamic Bond Fund Growth - - 175.32
[Units: NIL (31/03/17 - NIL, 01/04/16 - 967,105.518)]
Edelweiss Short Term Income Fund - Growth - - 122.22
[Units: NIL (31/03/17 - NIL, 01/04/16 - 709,975.151)]
BOI Axa Corporate Credit Spectrum Fund - Growth 220.04 201.83 -
[Units: 1,642,184.434 (31/03/17 - 1,642,184.434, 01/04/16 - NIL)]
HDFC Medium Term Opportunities Fund - Growth 700.54 656.13 -
[Units: 3,609,580.445 (31/03/17 - 3,609,580.445, 01/04/16 - NIL)]
ICICI Pru Regular Savings Fund -Direct - Growth 272.04 254.38 -
202
Consolidated Notes
As at As at As at
Particulars Note
[Units: 1,464,514.806 (31/03/17 - 1,464,514.806, 31/03/17 - NIL)]
ICICI Pru Regular Savings Fund - Growth 280.99 260.40 -
[Units: 1,442,895.749 (31/03/17 - 1,442,895.749, 01/04/16 - NIL)]
IDFC Credit Opportunities Fund - Growth 654.05 608.52 -
[Units: 6,030,225.274 (31/03/17 - 6,030,225.274, 01/04/16 - NIL)]
IDFC Corporate Bond Fund -Direct- Growth 240.46 225.30 204.59
[Units: 2,008,786.449 (31/03/17 - 2,008,786.449, 01/04/16 -
2,008,786.449)]
IDFC Corporate Bond Fund -Regular - Growth 276.17 259.52 -
[Units: 2,323,070.357 (31/03/17 - 2,323,070.357, 01/04/16 - NIL)]
Principal Short Term Income Fund - Growth 823.77 121.80 -
[Units: 410,650.895 (31/03/17 - 410,650.895, 01/04/16 - NIL)]
Tata Short Term Bond Fund - Growth 161.49 151.62 -
[Units: 481,575.842 (31/03/17 - 481,575.842, 01/04/16 - NIL)]
Birla Sunlife Dynamic Bond Fund-Retail Growth - - 196.21
[Units: NIL (31/03/17 - NIL, 01/04/16 - 732,544.24)]
BOI Axa Corporate Credit Spectrum Fund - Growth 261.44 - -
[Units: 1,958,572.279 (31/03/17 - NIL, 01/04/16 - NIL)]
DSP Blackrock Low Duration Fund - Growth 256.33 - -
[Units: 2,011,489.629 (31/03/17 - NIL, 01/04/16 - NIL)]
Franklin India Low Duration Fund - Growth 257.13 - -
[Units: 1,266,804.157 (31/03/17 - NIL, 01/04/16 - NIL)]
IIFL Dynamic Bond Fund - Growth 100.43 - -
[Units: 704,061.732 (31/03/17 - NIL, 01/04/16 - NIL)]
L&T Short Term Opportunity Fund - Growth 258.05 - -
[Units: 1,517,515.16 (31/03/17 - NIL, 01/04/16 - NIL)]
Mirae Asset Dynamic Bond Fund - Growth 151.89 - -
[Units: 1,446,717.398 (31/03/17 - NIL, 01/04/16 - NIL)]
BNP Paribas Corporate Bond Fund - Growth 100.55 - -
[Units: 514,461.513 (31/03/17 - NIL, 01/04/16 - NIL)]
In the units of Equity Funds of ` 10/- each fully paid
Edelweiss Arbitrage Fund - Div Reinvestment - - 272.23
[Units: NIL (31/03/17 - NIL, 01/04/16 - 2,627,648.977 )]
Edelweiss Arbitrage Fund - Growth 1,032.96 967.88 512.39
[Units: 7,827,072.075 (31/03/17 - 7,826,257.707, 01/04/16 -
4,441,522.909)]
Edelweiss Absolute Return Fund - Growth 275.85 249.88 224.27
[Units: 1,213,592.233 (31/03/17 - 1,213,592.233, 01/04/16 -
1,213,592.233)]
Investment in unquoted Alternate Investment Funds
Ambit Alpha Fund Scheme I - - 848.68
[Units: NIL (31/03/17 - NIL, 01/04/16 - 80,000)]
9,329.67 7,582.84 12,171.48

Consolidated Notes
As at As at As at
Particulars Note
TRADE RECEIVABLES 2.7
a) Debtors (Secured against Customer Security Deposit)
ii) Others 1,404.81 686.75 960.09
1,472.63 714.61 1,176.37
b) Debtors (Unsecured)
i) Over Six Months from the date they are due for payment
b) Doubtful 245.59 212.00 61.24
ii) Others
b) Doubtful 97.41 98.00 193.76
12,487.03 10,210.78 9,975.24
Less: Provision for Doubtful Debts (based on Expected Credit Loss
model)
ii) Others 97.41 98.00 193.76
343.00 310.00 255.00
13,616.66 10,615.39 10,896.61
CASH & CASH EQUIVALENT 2.8
Cash on Hand 21.32 16.08 14.67
Balances with Banks:-
In Current Accounts 289.95 144.29 156.33
In EEFC Account (USD 169.54) (P.Y.USD 2,23,840.94) 0.11 150.95 2.89
In Bank Deposits 334.54 13.89 353.00
In Bank Deposits with more than 12 months maturity 100.00 426.94 5.62
Liquid Mutual Funds (refer 2.8.1) 5,408.37 5,803.88 1,682.37
6,154.29 6,556.03 2,214.88
OTHER BANK BALANCES 2.9
Earmarked balances in bank
In Unclaimed Dividend Accounts 5.62 4.91 4.43
In Bank Deposits offered as Security (Maturity of less than 88.83 83.12 100.25
12 Months)
94.45 88.03 104.68
Details of Current Investments in Liquid Mutual Funds(Unquoted) as 2.8.1
given below:
a) Face Value of ` 10/- each fully paid up
Franklin India Ultra Short Bond Fund - Growth 545.43 504.51
[Units: 2,259,366.203 (31/03/17 - 2,259,366.203, 01/04/2016
- NIL)]
HDFC Cash Management Fund -- TP - Growth - 203.85
[Units: NIL (31/03/17 - 575,417.033, 01/04/16 - NIL)]
HDFC Banking and PSU Debt Fund - Growth 215.40 202.48
[Units: 1,532,179.602 (31/03/17 - 1,532,179.602, 01/04/16 - NIL)]
HDFC Liquid Fund - Growth - 0.00
[Units: NIL (31/03/17 - 0.001, 01/04/16 - NIL)]
ICICI Pru Ultra Short Term - Growth 326.59 305.50
[Units: 1,785,278.593 (31/03/17 - 1,785,278.593, 01/04/16 - NIL)]
IIFL Cash Opportunities Fund - 202.12
204
Consolidated Notes
As at As at As at
Particulars Note
[Units: NIL (31/03/17 - 1,775,347.524, 01/04/16 - NIL)]
Sundaram Banking and PSU Debt Fund 409.91
[Units: 1,498,935.756 (31/03/17 - NIL, 01/04/16 - NIL)]
Total (a) 1,497.33 1,418.47 -
b) Face Value of ` 100/- each fully paid up
Birla Sunllife Savings Fund - Growth 1,277.60 1,189.14 343.27
[Units: 371,478.043 (31/03/17 - 371,478.043, 01/04/16 - 131,990.410)]
Birla Sunllife Treasury Optimizer Plan - Growth 212.78 199.93 -
[Units: 96,032.789 (31/03/17 - 96,032.789, 01/04/16 - NIL)]
ICICI Pru Flexible Income - Growth 330.02 307.85 -
[Units: 98,488.109 (31/03/17 - 98,488.109, 01/04/16 - NIL)]
Total (b) 1,820.40 1,696.92 343.27
c) Face Value of ` 1,000/- each fully paid up
Axis Treasury Advantage Fund - Growth 900.22 844.22 782.83
[Units: 46,486.382 (31/03/17 - 46,486.382, 01/04/16 - 46,487.062)]
Baroda Pioneer Treasury Advantage Fund - Growth 518.09 481.68 -
[Units: 25,056.297 (31/03/17 - 25,056.297, 01/04/16 - NIL)]
Kotak Floater Short Term - Growth 160.52 150.24 -
[Units: 5,628.3282 (31/03/17 - 5,628, 01/04/16 - NIL)]
Kotak Low Duration Fund - Growth - 525.67 -
[Units: NIL (31/03/17 - 25,887.578, 01/04/16 - NIL)]
Principal Debt Opportunities Fund Corporate Bond Plan - Growth - 111.81
[Units: NIL (31/03/17 - NIL, 01/04/16 - 4,713.449)]
Principal Low Duration Fund - Growth - 204.80 -
[Units: 7,708.116 (31/03/17 - 7,708.116, 01/04/16 - NIL)]
Tata Ultra Short Term Fund - Growth 256.22 481.89 444.46
[Units: 19,418.844 (31/03/17 - 19,418.844, 01/04/16 - 19,418.844)]
Mirae Asset Saving Fund - Growth 255.59 - -
[Units: 17,064.708 (31/03/17 - NIL, 01/04/16 - NIL)]
Total (c) 2,090.64 2,688.50 1,339.10
Aggregate Market / Net asset Value 5,408.37 5803.88 1682.37
(Unsecured, Considered Good)
Advance to Employees 22.03 36.48 40.03
Loans to Employees 23.44 18.47 21.53
144.27 132.70 165.20
OTHER CURRENT ASSETS 2.11
Export Incentive Receivable 72.57 44.75 57.14
Other Receivable 5.99 11.83 1.93
Advance for gratuity 60.54 110.96 65.32
Advance to Suppliers 387.24 206.78 144.01
529.40 377.38 271.46

Consolidated Notes
As at As at As at
Particulars Note
SHARE CAPITAL 2.12
Authorized Capital 2,000.00 2,000.00 2,000.00
20,000,000 (P.Y. 20,000,000) Equity shares of ` 10 each
Issued, subscribed and Paid up:
12,325,037 (P.Y. 12,325,037) Equity shares of ` 10 each, fully paid up 1,232.50 1,232.50 1,232.50
1,232.50 1,232.50 1,232.50
The Company has only one class of shares referred to as equity 2.12.1
shares having a par value of ` 10/-. Each holder of equity shares is
entitled to one vote per share.
Reconciliation of the shares outstanding at the beginning and at the 2.12.2
end of the year
Particulars
No. of shares Amount No. of shares Amount No. of shares Amount
Shares outstanding at the beginning of the year 12,325,037 123,250,370 12,325,037 123,250,370 123,250,370 123250370
Shares issued during the year - - - - - -
Shares bought back during the year - - - - - -
Shares outstanding at the end of the year 12,325,037 123,250,370 12,325,037 123,250,370 123,250,370 123250370
Details of the shareholders holding more than 5% 2.12.3
shares in the Company
As at As at As at
Name of Shareholder
No. of No. of No. of
% of Holding % of Holding % of Holding
Shares held Shares held Shares held
Shantaben P. Jain j/w Kewalchand P. Jain j/w 6,153,000 49.92 6,153,000 49.92 6,153,000 49.92
Hemant P. Jain(equity shares held in their capacity
as trustees/beneficiaries of P.K.Jain Family Holding
Trust)
Mr.Dinesh P Jain 729,831 5.92 726,651 5.90 726,651 5.90
includes 100,401 (31/03/2017 - 99,401, 01/04/2016 -
99401) shares jointly held with Mrs Sangeeta D. Jain
Mr.Vikas P Jain 721,821 5.86 718,086 5.83 718,086 5.83
includes 92,336 (31/03/2017 -91,836, 01/04/2016 -
91836) shares jointly held with Mrs Kesar V. Jain
Mr. Hemant P Jain 691,915 5.61 688,650 5.59 688,650 5.59
includes 78,400 (31/03/2017 - 77,400, 01/04/2016 -
77,400) shares jointly held with Mrs Lata H. Jain
Mr. Kewalchand P Jain 690,611 5.60 687,911 5.58 687,911 5.58
includes 77,161(31/03/2017 - 76,661, 01/04/2016 -
76,661) shares jointly held with Mrs Veena K. Jain
Nalanda India Fund Limited 1,179,081 9.57 1,200,000 9.74 1,200,000 9.74
206
Consolidated Notes
As at As at As at
Particulars Note
In the event of liquidation of the Company, the holders of 2.12.4
equity shares will be entitled to receive any of the remaining
assets of the Company, after distribution of all preferential
amounts. However, there are no preferential amounts inter-se
equity shareholders. The distribution will be in proportion to
the number of equity shares held by the shareholders (After
due adjustment in case shares are not fully paid up.)
For the period of five years immediately preceding the date as 2.12.5
at which the Balance Sheet is prepared:
(i) No shares have been allotted as fully paid-up without
payment being received in cash.
(ii) No shares have been allotted as fully paid-up by way of
bonus shares.
(iii) No shares have been bought back by the company.
OTHER EQUITY 2.13
Securities Premium Reserve 8,426.77 8,426.77 8,426.77
(As per Last Balance Sheet)
General Reserve
Opening Balance 5,375.62 4,522.86 4,522.86
Add: Amount transferred from Balance in the Statement of - 852.77 -
Profit and Loss
5,375.62 5,375.63 4,522.86
Balance in Statement of Profit and Loss
Opening balance 18,876.49 15,615.67 15615.67
Add:Net profit after tax transferred from Statement of Profit 7,402.93 7,432.08
and Loss
26,279.42 23,047.75 15,615.67
Less: Appropriations
Proposed Dividend 184.88 184.88 -
Interim Dividend 3,882.39 2,156.88
Tax on Proposed Dividend 37.64 37.64 -
Tax on Interim Dividend 790.36 439.09 -
Transfer to Business Progressive Fund - 500.00 -
Transfer to General Reserve - 852.77 -
21,384.15 18,876.49 15,615.67
Business Progressive Fund
Opening Balance 3,500.00 3,000.00 3000
Add: Amount transferred from Balance in the Statement of - 500.00
Profit and Loss
Less: Amount retransferred to Balance in Statement of Profit - - -
and Loss
3,500.00 3,500.00 3,000
38,686.55 36,178.89 31,565.30

Consolidated Notes
As at As at As at
Particulars Note
The Board of Directors have recommended a payment of 2.13.1
final dividend of Re.1.5 per equity share of ` 10/- each for the
financial year ended 31st March 2018. The Payment is subject
to the approval of shareholders at the Annual General Meeting
of the Company.
The Company has created “Business Progressive Fund” by 2.13.2
appropriating a sum of ` Nil (P.Y.` 5) Crores out of its profits
to maintain normal growth in sluggish market conditions and
support superior growth for long term. The said fund shall
be for the purpose of launching & promoting new products,
advertisement campaigns, promotional schemes and initial
support to master stockiest and franchisees for development
of retail business, reinforce existing channels of sales etc. The
amount of fund is specifically earmarked and invested in liquid
mutual funds or any other safe and highly liquid investments.
The Company has made adequate provisions in accordance
with Indian Accounting Standard (AS) -37 in normal course of
business. INDAS-37 does not permit providing for expenses
where present obligation does not exist or there is no fixed
commitment.
Accordingly the Company has opted to create Business

Progressive Fund. Further addition to the aforesaid fund
shall be reviewed from time to time considering business
environment and conditions and the income accrued from
the fund. Any accretion to the investment shall be credited to
Statement of Profit and Loss.
PROVISIONS 2.14
(Long term)
Other Long Term Provisions 6.50 6.50 13
Other Provision - 1.08 -
6.50 7.58 13.00
DEFERRED TAX 2.15
Deferred Tax Assets:
Provision for Assets 145.46 133.34 -
Others 128.40 91.63 -
Depreciation - - -
Deferred Tax Liability
Depreciation (345.17) (269.95) -
Tax on LTCG on mutual fund (388.68) (67.74) -
Deferred Tax Asset/(Liabilities) (459.99) (112.72) -
Tax effect of share issue expenses eligible for the Income tax 2.15.1
deduction, under section 35D, credited to securities premium
reserve account
Deferred tax asset is recognized only on those temperory 2.15.2
differences, which reverse in the post tax free period, as
Company enjoys exemption under section 80-IA of Income
Tax Act, 1961 in respect of revenue generated from Wind
Turbine Generator.
208
Consolidated Notes
As at As at As at
Particulars Note
OTHER NON CURRENT LIABILITIES 2.16
Deferred income on EPCG (i.e. Government Grant) 159.44 -
159.44 - -
BORROWINGS 2.17
Secured Loan
Cash Credit from Bank (payable on demand) 1,578.64 2,899.87 2,738.76
Receivables)
Preshipment Export Loan from Bank - 400.63 -
Receivables)
1,578.64 3,300.50 2,738.76
Unsecured Loan (payable on demand)
Working Capital Loan from Bank 3,251.01 750.00 150.00
4,829.65 4,050.50 2,888.76
TRADE PAYABLES 2.18
a) Micro and Small Enterprises (refer note 2.18.1)
Materials 25.39 20.46 89.91
b) Other than Micro and Small Enterprises
Materials 3,004.34 2,559.44 3,406.18
Expenses 1,320.92 1,366.77 1,192.26
4,350.65 3,946.67 4,688.35
Disclosure U/s 22 of Micro, Small and Medium Enterprises 2.18.1
Development Act, 2006 (MSMED Act)
a) Principal amount remaining unpaid to micro and small 25.39 20.46 89.91
enterprises (trade payable)
b) Principal amount remaining unpaid to micro and small - - -
enterprises (creditors for capital goods)
c) Principal amount paid beyond due date - - -
d) Amount of Interest paid u/s 16 of MSMED Act - 0.04
e) Amount of Interest due and remaining unpaid - - -
f) Amount of Interest accrued and remaining unpaid - - -
g) The amount of further interest due and payable even in - - -
the succeeding year, until such date when the interest
dues as above are actually paid to the small enterprise, for
the purpose of disallowance as a deductible expenditure
under section 23 of the above Act.
Above information is disclosed to the extent available with the
Company
OTHER FINANCIAL LIABILITIES 2.19
Other Liabilities
Security Deposits 701.83 955.47 374.31
Interest accrued but not due on borrowings 10.24 1.33 0.12
Unclaimed Dividend 5.62 4.91 4.43
717.69 961.71 378.86

Consolidated Notes
As at As at As at
Particulars Note
OTHER CURRENT LIABILITIES 2.20
Security Deposits 1,779.34 498.92 1,354.85
Other Payables
Capital Goods 64.64 40.86 56.82
Salary and Wages payable 561.79 618.78 510.89
Employee Benefits (refer note 2.20.1) 275.73 274.20 259.50
Statutory Liabilities 207.10 162.53 149.14
Advance from Customers 1,548.93 996.87 378.60
4,437.53 2,592.16 2,709.80
Upon the enactment of ‘The payment of Bonus (Amendment) 2.20.1
Act 2015’ during the year 2016-17, the company had made
additional provision for bonus amounting to ` Nil (P.Y. `
Nil, 2015-16 ` 45 lakhs) pertaining to financial year 2014-
15 Payment against the provision of ` 45 lakhs is not made
pending final judgement from judicial authorities.
PROVISIONS 2.21
(Short Term)
Provision for Margin on Sales Return (refer note 2.36) 152.08 151.74 119.30
Provision for Employee Benefit 349.31 318.30 143.93
Provision for Contingencies (refer note 2.36) 423.87 363.23 379.34
Provision for Excise Duty on Finished Goods (refer note 2.5.1) - 23.43 15.38
Other Provisions (including Selling & Distribution Expenses 1,308.12 1,248.81 797.66
etc.) (refer note 2.36)
2,233.38 2,105.51 1,455.61
CURRENT TAX LIABILITIES (NET) 2.22
Provision for Taxations (Net of Advance Tax) 70.98 85.89 200.22
70.98 85.89 200.22
210
Consolidated Notes

Audited Audited
REVENUE FROM OPERATIONS 2.23
A. Sales Income
Sale of Power 0.74 5.07
Note: Revenue from Operations of ` 45,696.89 lakhs (PY ` 473,09.63 lakhs) 2.23.1
- as per IND-AS is net of Sales Promotions & Discounts of ` 3,352.61 lakhs.
(PY ` 2,691.93 lakhs).
Accordingly, Gross Turnover (net of. Excise Duty) of the company is ` 48, 937
lakhs (PY ` 48,937 lakhs)
B. Other Operating Income
Service Income 207.94 99.94
Export Incentives 230.72 250.62
Miscellaneous Operating Income 41.65 49.29
Sundry balance written back (Net) 14.57 -
494.88 399.85
Total Revenue from Operations 46,191.77 47,709.48
OTHER INCOME 2.24
Interest on Bank Deposits 38.97 46.60
Income from Current Investments and Liquid Mutual Funds:
Effect of fair value measurements 75.79 110.47
Income from Non Current Investments
Dividend on Equity Shares - 4.80
Effect of fair value measurements 1,863.43 1,503.52
Provision for share of loss in Joint Venture - 6.50
Rent Income on Investment Property (Net of depreciation) 89.51 5.46
Exchange Rate Fluctuation (Net) 31.67 28.70
Profit on Sale of Tangible Fixed Assets (Net) 6.53 27.87
2,109.05 1,746.78
CHANGES IN INVENTORIES OF FINISHED GOODS, STOCK IN TRADE AND 2.25
WORK IN PROGRESS
Opening stock
Work - in- Progress 1,556.62 2,950.24
Finished goods 2,449.57 1,832.74
4,159.31 4,939.00
Closing Stock
Work - in- Progress 1,624.01 1,556.62
Finished goods (Refer note 2.5.1) 2,647.96 2,449.57
4,403.52 4,159.31
Add/(Less): Variation in Excise Duty on Opening and Closing Stock of Finished 23.43 (8.04)
goods
(Increase)/Decrease in Stock (267.64) 787.74

Consolidated Notes

Audited Audited
COST OF MATERIAL CONSUMED 2.26
a. Raw Material Consumed:
Opening stock 830.72 522.08
Add: Purchases 12,266.81 12,592.34
13,097.53 13,114.42
Less: Sale of raw material 502.67 85.80
Less: Closing stock 722.98 830.72
11,871.88 12,197.90
b. Semi-Finished Goods 3,046.87 2,315.98
c. Packing Material, Accessories and others 2,320.76 2,480.42
d. Stores, Chemicals and Consumables 753.39 787.86
17,992.90 17,782.16
EMPLOYEE BENEFIT EXPENSES 2.27
Salary, Wages and Allowances 5,619.59 5,083.87
Contribution to Provident and other Funds 431.97 395.54
Bonus and Ex-gratia (refer note 2.20.1) 132.33 129.77
Gratuity (Refer note 2.32 (a)) 131.42 94.48
Leave Benefits (Refer note 2.32 (b)) 102.11 117.85
Staff Welfare 89.81 99.95
6,507.23 5,921.46
FINANCE COSTS 2.28
Exchange Rate Fluctuation on Loan - -
Finance Charges 39.02 23.97
Interest on Working Capital Loan 441.96 288.38
498.31 327.18
MANUFACTURING AND 2.29
OPERATING EXPENSES
Embroidery Expenses 366.28 355.60
Electricity Expenses (Net of credit received from Windmill of ` 65.55 lakhs 158.87 154.52
(P.Y. ` 57.75 lakhs)
Factory Rent 23.62 23.62
General Factory Expenses 31.08 91.53
Processing Charges 3,202.16 3,364.97
Lease premium charged 3.06 3.06
Fuel Expenses 426.34 436.28
Water Charges 73.92 78.43
Waste Disposal Charges 60.46 62.58
Wind Turbine Expenses 13.38 13.32
4,535.25 4,776.82
ADMINISTRATIVE & OTHER EXPENSES 2.30
Rent, Rates and Taxes (Including provision for contingency) (refer note 2.36) 180.10 146.15
Communication Expenses 92.27 91.83
Insurance Premium(net of recoveries) 1.15 -
Legal and Professional Fees 1,002.19 1,060.65
Printing and Stationery 49.05 65.38
212
Consolidated Notes

Audited Audited
Donations 110.86 30.42
Corporate social responsibility 247.00 191.35
Vehicle Expenses 156.49 112.93
Auditors Remuneration 58.21 64.40
Conveyance & Travelling Expenses 44.91 50.77
Electricity Expenses 108.11 121.83
Directors Sitting Fees 24.80 16.80
General Office Expenses 573.93 494.98
Bad Debts - 80.06
Less: Provision for Doubtful Debts - (14.00)
Provision for Doubtful debts 33.00 69.00
Loss on sale/discard of Fixed Assets (Net) - -
3,067.95 2,951.79
SELLING & DISTRIBUTION EXPENSES 2.31
Advertisement and Publicity Expenses (Net of recoveries of ` 19.31 lakhs (P.Y 1,577.54 1,893.75
` 25.39 lakhs))
Sales Promotion Expenses 383.54 220.50
Octroi, clearing and forwarding charges on Sales 249.97 260.83
Tour and Travelling Expenses (Net of recoveries) 357.19 435.81
Commission on Sales 178.85 102.20
Provision for Contingencies - 5.89
2,747.09 2,918.97
2.32 Employee Benefits:

a) Disclosure in respect of gratuity liability
As at As at
Reconciliation of Defined Benefit Obligation (DBO):
Present value of DBO at start of the year 563.63 453.05
Interest Cost 40.58 36.24
Benefit Paid (35.29) (54.09)
Re-measurements:
a. Actuarial Loss/(Gain) from changes in demographic assumptions - (28.04)
b. Actuarial Loss/(Gain) from changes in financial assumptions (8.80) 72.46
c. Actuarial Loss/(Gain) from experience over the past period (41.14) (17.89)
Present value of DBO at end of the year 656.94 563.63

Consolidated Notes
As at As at
Reconciliation of Fair Value of Plan Assets:
Fair Value of Plan Assets at the beginning of the year 674.59 518.37
Interest Income on Plan Assets 47.12 43.65
Contributions by Employer 31.05 174.88
Benefit Paid (35.29) (54.09)
Re-measurements:
b. Return on plan assets excluding amount included in net interest on the net defined benefit (5.24) (13.68)
liability/(asset)
Actual Return on Plan Assets 47.12 35.43
As at As at
Amount recognized in the Balance Sheet:
Present value of DBO at the end of the year 656.94 563.63
Net Asset / (Liability) in the Balance Sheet 60.54 110.96

Gratuity recognized in the Statement of Profit and Loss
Net Interest on net defined benefit liability/ (asset) (6.54) (7.41)
Expense Recognized in Statement of Profit and Loss 131.42 94.48

Principal Assumption used in determining Gratuity liability
Discount Rate 7.20% pa 7.20% pa
Interest rate for net interest on net DBO 7.20% pa 8.00% pa
Withdrawal Rate Upto age 35 years: Upto age 35 years:
10% pa 10% pa
Above age 35 Above age 35
years: 5% pa years: 5% pa
Salary Escalation 7.50% pa 7.50% pa
Mortality Table IALM 2006-08 Ult IALM 2006-08 Ult
Expected average remaining working life 10 Years 11 Years
Retirement Age 58 years 58 years
214
Consolidated Notes
As at As at
Movement in Other Comprehensive Income
Balance at start of year (loss)/gain (34.75) Nil*
Re-measurements on DBO
a. Actuarial (Loss)/Gain from changes in demographic assumptions - 28.04
b. Actuarial (Loss)/Gain from changes in financial assumptions 8.80 (72.46)
c. Actuarial (Loss)/Gain from experience over the past period 41.14 17.89
Re-measurements on Plan Assets
b. Return on Plan assets, excluding amount included in net interest on the net defined benefit (5.24) (13.68)
liability/(asset)
c. Changes in the effect of limiting a net defined benefit asset to the asset ceiling - -
Balance at end of year (loss)/gain 15.19 (34.75)
*First valuation as per Ind AS19 from FY 2016-17
As at As at
Movement in Surplus/ (Deficit)
Surplus/ (Deficit) at start of year 110.96 65.31
Movement during the year
Current Service Cost (111.39) (101.89)
Net Interest on net DBO 6.54 7.41
Actuarial gain/ (loss) 49.94 (34.75)
Contributions 31.05 174.88
Surplus/ (Deficit) at end of year 60.54 110.96
As at As at As at As at As at
Other disclosures
31st March, 2018 31st March, 2017 31st March, 2016 31st March, 2015 31st March, 2014
Defined benefit obligation 656.94 563.63 453.05 382.14 274.97
Plan assets 717.47 674.59 518.37 356.03 261.70
Surplus/(deficit) 60.54 110.96 65.32 (26.11) (13.27)
Experience adjustments on plan liabilities – (41.14) (17.89) 4.25 79.77 12.57
loss/ (gain)
Experience adjustments on plan Assets – (5.24) (13.68) - - -
(loss)/ gain*
* Information is disclosed to the extent available
Figures for the period prior to 01st April, 2016 are as per previous GAAP.

Sensitivity Analysis Increases 1% Decreases 1% Increases 1% Decreases 1%
Change in DBO (Amount) Change in DBO (Amount)
Salary Growth Rate 63.73 55.44 59.29 (51.37)
Discount Rate 54.91 64.31 (51.06) 60.07
Withdrawal Rate 2.40 2.40 (4.08) 4.31

Consolidated Notes
Maturity profile The Parent Company expects to contribute ` 50.00 lakhs (P.Y.
The average expected remaining lifetime of the plan members ` 175.00 lakhs) to gratuity trust for contribution to LIC of India
is 10 years (31st March, 2017: 11 years) as at the date of in financial year 2018-19.
valuation. This represents the weighted average of the
expected remaining lifetime of all plan participants. b) Disclosure in respect of leave entitlement liability:
Leave entitlement is short term benefit which is recognized
The sensitivity analysis above have been determined based as an expense at the un-discounted amount in the year in
on reasonably possible changes of the respective assumptions which the related service is rendered and disclosed under
occurring at the end of the reporting period and may not be other current liabilities.
representative of the actual change. It is based on a change in
the key assumption while holding all other assumptions constant. c) Death in service benefit:
When calculating the sensitivity to the assumption, the method The Parent Company has taken group term policy from
(Projected Unit Credit Method) used to calculate the liability an insurance Company to cover its obligation for death in
recognized in the balance sheet has been applied. The methods service benefit given to eligible employees. The insurance
and types of assumptions used in preparing the sensitivity premium of ` 20.59 lakhs (P.Y. ` ` 18.93 lakhs) is recognized
analysis did not change compared with the previous period. in Statement of Profit and Loss.
100% of the plan assets held by gratuity trust comprises d)

The Parent Company contributes towards Employees
of employees group gratuity scheme with Life Insurance Provident Fund, Employees State Insurance, National
Corporation of India. The estimates of future salary increases, Pension Scheme and Labour Welfare Fund. The aggregate
considered in actuarial valuation, take account of inflation, amount contributed and charged to Statement of Profit
seniority, promotion and other relevant factors such as supply and Loss is ` 430.64 lakhs (P.Y. ` 395.54 lakhs).
and demand factors in the employment market. The expected
rate of return on plan assets comprising of Insurance Policy
with LIC of India is based on the historical results of returns
given by LIC of India.
216
Consolidated Notes
2.33 Related Party Disclosure (Parent Company):

Disclosures as per Ind AS 24 – ‘Related Party Disclosures’ are given below:
a) Related Parties where i) control exists and ii) where significant influence exists (with whom transaction have taken
place during the year).
Joint Ventures:
White Knitwear Private Limited
Enterprises where Key Management Personnel (KMP) and their relatives have significant influence:
Enlighten Lifestyle Limited
Smt. Jatnobai Karamchandji Ratanparia Chouhan Charitable Trust
Lord Gautam Charitable Foundation
Kewal Kiran Finance Private Limited
Key Management Personnel:

Kewalchand P. Jain Chairman & Managing Director
Hemant P. Jain Whole-time Director
Dinesh P. Jain Whole-time Director
Vikas P. Jain Whole-time Director
Prakash A. Mody Independent Director
Nimish G. Pandya Independent Director
Yogesh A. Thar Independent Director
Drushti R. Desai Independent Director
Relatives / Other concerns of Key Management Personnel (In cases where transactions are there):
Shantaben P. Jain (Mother of Key Management Personnel)
Veena K. Jain (Wife of Kewalchand P. Jain.)
Lata H. Jain (Wife of Hemant P. Jain)
Sangeeta D. Jain (Wife of Dinesh P. Jain)
Kesar V. Jain (Wife of Vikas P. Jain)
Pankaj K. Jain (Son of Kewalchand P. Jain)
Hitendra H. Jain (Son of Hemant P. Jain)
Kewalchand P. Jain (HUF)
Hemant P. Jain (HUF)
Dinesh P. Jain (HUF)
Vikas P. Jain (HUF)
P.K. Jain Family Holding Trust
Pandya & Co. (Controlled by Mr. Nimish G. Pandya)
Bansi S. Mehta & Co. [Partnership Firm- Mr. Yogesh A. Thar (Partner)]
Employee Funds:
Kewal Kiran Clothing Limited – Employee Group Gratuity Scheme.

Consolidated Notes
b) The following transactions were carried out with the related parties in the ordinary course of business:
Enterprises
Relatives/ Other
Where KMP &
Concerns of Key Key Management
Nature of Transaction their relatives Joint Venture Employee Funds
have significant
Personnel
influence.
Rent Expenses - - 9.18 29.89 -
(-) (-) (9.18) (29.89) (-)
Managerial Remuneration - - - 318.00 -
(-) (-) (-) (318.00) (-)
Salary - - 50.16 - -
(-) (-) (45.00) (-) (-)
Sitting Fees Paid - - - 24.80 -
(-) (-) (-) (16.80) (-)
Dividend Paid 0.86 - 2,080.97 934.44 -
(0.44) (-) (1,199.47) (537.92) (-)
CSR (Donation) 97.00 - - - -
(182.50) (-) (-) (-) (-)
Contribution to Gratuity Fund - - - - 31.14
(-) (-) (-) (-) (174.88)
Legal & Professional Services - - 5.50 - -
received
(-) (-) (12.80) (-) (-)
As at As at As at
Outstanding Balances
Trade and Salary Payable
Trade Receivable & Advances
Employee Funds 60.54 110.96 65.32
Relatives/ Other Concerns of Key Management Personnel - 2.11 -
Deposit Receivable
Investments
Joint Venture 299.22 305.82 310.18
218
Consolidated Notes
c) Disclosure in respect of material transactions with related parties during the year:
Nature of Transaction Nature of relationship Name of the related party Amount

9.98
Kewalchand P. Jain
(9.98)
8.60
Hemant P. Jain
(8.60)
5.66
Rent Expenses Dinesh P. Jain
(5.66)
5.66
Vikas P. Jain
(5.66)
Relatives/ Other Concerns of Key 9.18
Shantaben P. Jain
Management Personnel (9.18)
79.50
Kewalchand P. Jain
(79.50)
79.50
Hemant P. Jain
(79.50)
Managerial Remuneration (Salary) Key Management Personnel
79.50
Dinesh P. Jain
(79.50)
79.50
Vikas P. Jain
(79.50)
27.07
Pankaj K. Jain
Relatives/ Other Concerns of Key (25.00)
Salary
Management Personnel 23.09
Hitendra H. Jain
(20.00)
Enterprises 0.86
Kewal Kiran Finance Private
Where KMP & their relatives have (0.44)
Limited
significant influence
Shantaben P. Jain (Trustee/ 2,030.49
Relatives/ Other Concerns of Key
Beneficiary of P. K. Jain Family (1,169.07)
Holding Trust)
227.76
Dividend Paid Kewalchand P. Jain
(131.12)
228.05
Hemant P. Jain
(131.27)
240.56
Dinesh P. Jain
(138.48)
238.06
Vikas P. Jain
(137.05)
31.14
Contribution to Gratuity Fund Employee Funds Employee Fund
(174.88)
Smt. Jatnobai Karamchandji 97.00
Corporate Social Responsibility Enterprises where KMP & their relatives
Ratanparia Chouhan Charitable (182.50)
(Donation) have significant influence
Trust
Legal & Professional services Relatives/ Other Concerns of Key 5.5
Pandya & Co.
received Management Personnel (3.6)
-
Bansi S. Mehta & Co. (9.2)

Consolidated Notes
Compensation to KMP of the Parent Company

Nature of Benefits#
Short-term employee benefits (including Sitting Fees) 342.80 334.80
Post-employment gratuity and medical - -
Other long term benefits - -
Share-based payment transactions - -
Termination Benefits - -
Total 342.80 334.80
# The aforesaid amounts exclude gratuity provision as it is determined on actuarial basis for the Parent Company as a whole.
Following are the Key Managerial Personnel (KMPs) and their relative in accordance with the provisions of the Companies
Act, 2013:
1. Bhavin Sheth Chief Financial Officer

2. Abhijit Warange Company Secretary
Disclosure of transactions during the year and year-end balance with above KMP / relative of KMP.
Nature of Transaction Name of the KMP/Relative Amount

52.70
Bhavin Sheth (46.50)
Managerial Remuneration (Salary)
35.51
Outstanding balance as on 31st March 2018
5.11
Bhavin Sheth (5.67)
Salary Payable
3.88
Note:
i) Figures in brackets represents corresponding amount of previous year.
ii) Above transactions exclude reimbursement of expenes
iii) In case of KMP under the Companies Act, 2013, managerial remuneration excludes gratuity provision as it is determined
on actuarial basis for the Parent Company as a whole.
2.34 Operating Lease Arrangements (Parent Company):
Disclosure as per Ind AS- 17 – “Operating Lease” are given below:
a) As lessee:
Rental expenses of ` 117.31 lakhs (P.Y. ` 88.73 lakhs) under operating leases have been recognized in the Statement of Profit
and Loss. It includes contingent lease rent of ` 16.53 lakhs (P.Y. ` 7.83 lakhs) based on revenue sharing model.
220
Consolidated Notes
At Balance sheet date, minimum lease payments under non-cancellable operating leases fall due as follows:
As at As at As at
Particulars
Due not later than one year 96.39 79.43 69.13
Due later than one year but not later than five years 152.58 180.15 132.81
More than 5 years - - 3.45
Total 248.97 259.58 205.58
The above figures include:

i. The agreements are executed for the periods of 33 to 108 months with a non-cancellable period at the beginning of the
agreement ranging from 12 to 36 months and having a clause for extension of lease period.
ii. Lease rentals based on estimated date of commencement of lease in cases where the agreements / MOU’s have been
entered into but the date of commencement of lease is dependent on the date of construction/renovation of premises
and based on the commitment for delivery by lessors.
iii. The above-mentioned lease rentals include a lease the period of which is dependent on the occurrence of an event,
the date of which is not ascertainable beyond five years. Hence, the lease rentals are considered up to a period of five
years only.
iv. Lease rentals do not include common area maintenance charges and tax payable, if any.
v. The above details of lease rental obligation exclude the amounts payable by franchisee in accordance with the
arrangement with them (a) not later than 1 year ` 21.15 lakhs (P.Y. ` 29.04 lakhs) (b) between 1 to 5 year ` 88.49 lakhs (P.Y.
` 103.04 lakhs) (c) more than 5 years ` 3.97 lakhs (P.Y. ` 31.94 lakhs).
b) As Lessor:
The Parent Company has given certain part of its property on operating lease. These lease arrangements are for a period
of 9 years and cancellable solely at discretion of the lessees. Rental income from leasing of property of ` 89.51 lakhs (P.Y.
` 6.09 lakhs) is recognized in the Statement of Profit and Loss. The initial direct cost (if any) is charged off to expenses in
the year in which it is incurred.
The Parent Company has not given any property under non -cancellable operating lease.
2.35 Disclosure regarding Derivative Instrument and Unhedged Foreign Currency Exposure (Parent Company):
There are no open derivatives / forward exchange contracts as at year end. The year-end foreign currency exposures that
have not been hedged by a derivative instrument or otherwise are given below:

Particulars Currency Amt. in Foreign Amt. in Foreign
Amount Amount
Currency Currency
Trade Receivables USD 5,90,482.15 384.05 1,78,348.32 115.62
Payable towards Capital Goods USD 5,350 30.51 20,000 77.62
EURO 20,776.50 93,375
Advance for Capital Goods EURO - - 1,82,007 126.02
Advance from Customer USD 2,095.31 1.36 1,886.07 1.22
Advance to Supplier USD 1,11,055 72.23 - -
Balance in EEFC account USD 169.54 0.11 2,32,840.94 150.95
Foreign currency in hand Multiple - 3.15 - 1.61
Note: The above figures do not include open purchase orders/sales orders.

Consolidated Notes
2.36 Provisions (Parent Company):

Disclosure as per Ind AS 37 – Provisions, Contingent Liabilities and Contingent Assets are given below:
Provision for Contingencies Other Provisions
(Selling & Distributions Provision for margin
Provision for Claims
Other Contingencies* Expenses including dealer on sales return
/ Schemes etc
Particulars incentives and discounts
As at As at As at As at As at As at As at As at
31st March, 31st March, 31st March, 31st March, 31st March, 31st March, 31st March, 31st March,
2018 2017 2018 2017 2018 2017 2018 2017
Opening Balance 328.29 336.88 34.94 42.46 1,248.82 797.65 95.50 74.48
Addition 319.08 298.22 - 5.89 1245.12 2312.61 56.57 21.02
Utilization 243.65 306.81 - 13.40 1185.82 1861.44 - -
Reversals - - - - - - - -
Closing Balance 403.72 328.29 34.94 34.94 1308.12 1,248.82 152.08 95.50
* It comprises of rates & taxes.
The above Provision has been grouped under the head ‘Current Provisions’ in Note 2.21.
The timing of the outflow is dependent on various aspects / fulfillment of conditions and occurrence of events. Such
provisions are made based on the past experience and assessment of rates and taxes. However, it is most likely that outflow
is expected to be within a period of one year from the date of Balance Sheet.
2.37 Contingent Liabilities:

a) Disputed demands in respect of income tax not acknowledged as debt by the Parent Company of ` 20.77 lakhs (P.Y. `
20.77 lakhs).
In respect of Assessment year 2005-2006, there was tax demand of ` 68.94 lakhs (` 68.94 lakhs) which had been
adjusted by the tax authorities against refund due to the Parent Company in respect of other years. During F.Y. 2015-
16, the Parent Company had received favourable Order passed by the ITAT, Mumbai against which the Income Tax
Department has filed the appeal before the Bombay High Court and is under pre-admission stage.
Future cash outflows in respect of above are dependent on outcome of matter under dispute
b) The Parent Company has purchased capital assets under EPCG license against which the Parent Company has a
balance export obligation of ` 1,130.28 lakhs (P.Y. 1,103.79 lakhs). Contingent liability, to the extent of duty saved in
respect of EPCG is ` 188.38 lakhs (P.Y. 183.97 lakhs). The balance export obligation to be fulfilled as per license is upto
year 2021-2023.
As at the year-end, amount of outstanding bonds executed by the Parent Company in favour of customs authority
aggregates to ` 805.68 lakhs (P.Y. ` 880.65 lakhs). Out of these, bonds aggregating to ` 176.04 lakhs (P.Y. ` 180.40 lakhs)
are under the process of discharge from custom authorities.
c) Bank guarantees issued by the Parent Company of ` 94.91 lakhs (P.Y. ` 73.67 lakhs)
d) The Parent Company’s contingent liability and capital/other commitment in relation to joint venture ` Nil and ` Nil.
e) The Group has process in place to ascertain the impact of pending litigation.
Note: No outflow of resources is expected in respect of Para (b) and (c).
222
Consolidated Notes
2.38 Estimated amount of contracts remaining to be executed on-

a) Capital Commitment- Capital Account and not provided for Nil (net of advances) (P.Y. ` 72.74 lakhs).
b) Other commitments–
1. Advertisement contracts aggregating to Nil (Net of advances) (P.Y ` 12.65 lakhs).
2. Purchase of Consumables- ` 15.94 lakhs (P.Y. ` Nil)
3. Capital Contribution Commitment for investment in India Whizdom Fund (IWF) Nil (P.Y. ` 50.00 lakhs).
Also Refer Note 2.42 in respect of minimum lease rental payment under non-cancellable operating lease.
2.39 Income Taxes (Ind AS 12):

Reconciliation of Effective Tax Rate:
As at As at
Particulars
Applicable tax rate (%) 34.608% 34.608%
Profit before tax 10,848.66 10,824.34
Current tax expenses on Profit before tax as per applicable tax rate 3,754.50 3,746.09
Tax effect of the amounts which are not deductible/(taxable) in calculating taxable income
Effect of Income exempt from tax (190.01) (360.77)
Effect of Tax paid at a lower rate (36.20) (30.90)
Effect of Previous year adjustments - (4.85)
Effect of other items 1.71 20.10
Total income tax expense/(credit) 3,530.00 3,369.67
The effective tax rate is 32.54% (F.Y. 2016-17, 31.13%).

* Also Refer note no. 2.2, 2.6 and 2.8
2.40 Fair Value Measurement:

The management assessed that cash and bank balances, trade receivables, trade payables, cash credits and other financial
assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged
in a current transaction between willing parties, other than in a forced or liquidation sale.
The Group has established the following fair value hierarchy that categorises the values into 3 levels. The inputs to valuation
techniques used to measure fair value of financial instruments are:
• Level 1: This hierarchy uses quoted (unadjusted) prices in active markets for identical assets or liabilities. The fair value
of all equity investments and units of mutual funds which are traded in the stock exchanges is valued using the closing
price or dealer quotations as at the reporting date.
•
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques which maximize the use of observable market data and rely as little as possible on Group specific estimates.
The mutual fund units are valued using the closing Net Asset Value. If all significant inputs required to fair value an
instrument are observable, the instrument is included in Level 2.
•
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in
Level 3.

Consolidated Notes
The following table provides the fair value measurement hierarchy of the Group’s assets and liabilities-
A. Quantitative disclosures fair value measurement hierarchy for financial assets as at 31st March, 2018, 31st March, 2017
and 01st April, 2016

Total
Trade receivables - - 10,615 10,615
224
Consolidated Notes
B. Quantitative disclosures fair value measurement hierarchy for financial liabilities as at 31st March, 2018, 31st March, 2017
and 01st April, 2016

Total
Trade payables - - 4,350.65 4,350.65
Cash Credits/Working Capital Borrowing - - 4050.50 4050.50
Trade payables - - 3,946.66 3,946.66
Trade payables - - 4,688.35 4,688.35
2.41 Financial risk management objectives and policies:

The Group’s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The main purpose of these
financial liabilities is to finance the Group’s operations. The Group’s principal financial assets include trade and other receivables, investments, and
cash & cash equivalents that derive directly from its operations.
The Group is exposed to market risk, credit risk and liquidity risk. The Group’s senior management oversees the management of these risks. It is the
Group’s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for
managing each of these risks, which are summarised below.
a) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market
risk comprises two types of risk: (i) interest rate risk and (ii) currency risk. Market risk is attributable to all market risk sensitive financial instruments
including investments and deposits, foreign currency receivables, payables and borrowings. The sensitivity analysis in the following sections
relate to the position as at 31st March, 2018 and 31st March, 2017.
The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post-retirement obligations;
provisions.
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial
assets and financial liabilities held at 31st March, 2018 and 31st March, 2017.
(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest
rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s short term debt obligations with
floating interest rates. The Group has sufficient amount of liquid investments to mitigate the interest risk on its short term debt obligations.

Consolidated Notes
Interest rate sensitivity-

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings
taken at floating rates. With all other variables held constant, the Group’s profit / (loss) before tax is affected through the impact on floating rate
borrowings, as follows:

Basis Points
Effect on profit before tax (Amount) (21.68) 21.68 (14.42) 14.42
(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.
The Group transacts business in local currency and in foreign currency, primarily in USD. The Group’s trade receivables in foreign currency as at
31st March, 2018 is ` 384.05 lakhs (P.Y. ` 115.62 lakhs).
Foreign currency sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in rate of USD, with all other variables held constant. The impact
on the Group’s profit before tax is due to changes in the fair value of monetary assets and liabilities. The Group’s exposure to foreign currency
changes for all other currencies is not material.

Basis Points
Effect on profit before tax (Amount) 7.68 (7.68) 2.31 (2.31)
b) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is
exposed to credit risk from its operating activities (primarily trade receivables).
The Group considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis
throughout each reporting period. To assess whether there is a significant increase in credit risk the Group compares the risk of default occurring on asset as at
the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwarding-looking information such as:
i. Actual or expected significant adverse changes in business,
ii. Actual or expected significant changes in the operating results of the counterparty,
iii. Financial or economic conditions that are expected to cause a significant change to the counterparty’s ability to meet its obligations,
iv. Significant increase in credit risk on other financial instruments of the same counterparty,
v. Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party guarantees or credit enhancements.
Financial assets are written off when there are no reasonable expectations of recovery, such as a debtor failing to engage in a repayment plan with the Group.
Assets in the nature of Investment, security deposits, loans and advances are measured using 12 months expected credit losses(ECL). Balances with Banks is
subject to low credit risk due to good credit rating assigned to these banks. Trade receivables are measured using life time expected credit losses.
Financial Assets for which loss allowances is measured using the Expected Credit Losses (ECL):
226
Consolidated Notes
The Ageing analysis of Account receivables has been considered from the date the invoice falls due-
As at As at As at
Ageing
0-180 days 8,808.65 9,568.11 9,549.15
181 days to 365 days 3,382.71 996.87 1,251.04
beyond 365 days 1,768.52 360.44 351.43
Total 13,959.88 10,925.42 11,151.62
The following table summarizes the changes in loss allowances measured using life time expected credit loss model
As at As at
Provisions
Opening Provision 310.00 255.00
Add:- Additional provision made 33.00 69.00
Less:- Provision utilised against bad debts - (14.00)
Closing provisions 343.00 310.00
No Significant changes in estimation techniques or assumptions were made during the year
c) Liquidity risk
The Group’s principal source of liquidity are cash and cash equivalents and the cash flow that is generated from
operations. The Group believes that the working capital is sufficient to meet its current requirements.
As on 31st March, 2018, the Group had working capital of ` 18,535.43 lakhs (P.Y. ` 16,736.16 lakhs) including cash and
cash equivalents of ` 6,154.29 lakhs (P.Y. ` 6,556.03 lakhs) and current investments of ` 9,329.67 lakhs (P.Y. ` 7,582.84
lakhs)
Maturity patterns of the Financial Liabilities of the Group at the reporting date based on contractual undiscounted
payment-

Borrowings 4,829.65 - - 4,829.65
Trade payables 4,350.65 - - 4,350.65
Total 9962.63 - - 9962.63

Borrowings 4,050.50 - - 4,050.50
Trade payables 3,946.66 - - 3,946.66
Total 8,999.73 - - 8,999.73

Consolidated Notes

As at 01st April, 2016
Borrowings 2,888.76 - - 2,888.76
Trade payables 4,688.35 - - 4,688.35
Total 8,012.79 - - 8,012.79
2.42 Capital Management

(a) Risk Management
For the purposes of the Group’s capital management, capital includes issued capital, share premium and all other equity
reserves attributable to the equity holders. The Group aims to manage its capital efficiently so as to safeguard its ability
to continue as a going concern and to optimise returns to our shareholders.
The capital structure of the Group is based on management’s judgement of the appropriate balance of key elements in
order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage
the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In
order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders,
return capital to shareholders or issue new shares.
The Group’s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain
investor, creditors and market confidence and to sustain future development and growth of its business. The Group will
take appropriate steps in order to maintain, or if necessary adjust, its capital structure
The Group monitors capital using Net debt-equity ratio, which is Net debt (i.e. total debt less cash & cash equivalents
and current investments) divided by total equity.
As at As at As at
Particulars
Net Debt (10,654) (10,088) (11,498)
Total Equity 39,919 37,411 32,798
Net Debt to Equity Ratio (%) (26.69) (26.97) (35.06)
(b) Distributions made and proposed (Parent Company):

Particulars
Cash dividends on equity shares declared and paid:
Final dividend for the year ended 31st March, 2017 ` 1.50 (31st March, 2016 – ` 1.50) per 184.88 184.88
fully paid share
Dividend distribution tax on final dividend 37.64 37.64
Interim Dividend for the year ended 31st March, 2018 ` 31.50 (31st March, 2017 – ` 3,882.39 2,156.88
17.50) per fully paid share
Dividend distribution tax on interim dividend 790.36 439.09
Proposed dividends on Equity shares:
Final dividend for the year ended on 31st March, 2018 ` 1.50 (31st March, 2017– ` 1.5) 184.88 184.88
per fully paid share
This proposed dividend is subject to the approval of shareholders in the ensuing general meeting. The same is not
recognised at the end of the reporting period.
228
Consolidated Notes
2.43 First-time adoption of INDAS same date in accordance with previous GAAP
These are the Group’s first financial statements prepared (after adjustments to reflect any difference in
in accordance with Ind AS. accounting policies).
The Group has adopted Ind AS notified by the Ministry Ind AS estimates as at 01st April, 2016 are
of Corporate Affairs with effect from 01st April, 2017, with consistent with the estimates as at the same
a transition date of 01st April, 2016. Ind AS 101-First-time date made in conformity with previous GAAP.
Adoption of Indian Accounting Standards requires that all The Group made estimates for following items in
Ind AS standards and interpretations that are issued and accordance with Ind AS at the date of transition
effective for the first Ind AS financial statements which as these were not required under previous GAAP:
is for the year ended 31st March, 2018 for the Group, be
applied retrospectively and consistently for all financial - Investment in listed equity instruments carried
years presented. Consequently, in preparing these Ind at FVOCI;
AS financial statements, the Group has availed certain
- Investment in mutual funds carried at FVTPL;
exemptions and complied with the mandatory exceptions
and
provided in Ind AS 101, as explained below. The resulting
difference in the carrying values of the assets and liabilities -
Impairment of financial assets based on
as at the transition date between the Ind AS and Previous expected credit loss model.
GAAP have been recognized directly in equity.
(b) Classification and measurement of financial
assets
Set out below are the Ind AS 101 optional exemptions
As required under Ind AS 101 the Group has
availed as applicable and exceptions applied in the
assessed the classification and measurement of
transition from previous GAAP to Ind AS.
financial assets (investment in debt instruments)
on the basis of the facts and circumstances that
A. Optional Exemptions availed
exist at the date of transition to Ind AS.
(a) Deemed Cost
The Group has opted paragraph D7AA and
C. Transition to Ind AS - Reconciliations
accordingly considered the carrying value of
The following reconciliations provide a quantification
property, plant and equipment and Intangible
of the effect of significant differences arising from the
assets as deemed cost as at the transition date.
transition from previous GAAP to Ind AS as required
under Ind AS 101:
(b) Investments in joint ventures
The Group has opted para D14 and D15 and I. Reconciliation of Balance sheet as at 01st April,
accordingly considered the Previous GAAP 2016 (Transition Date)
carrying amount of Investments as deemed cost
II.
A. Reconciliation of Balance sheet as at 31st
as at the transition date.
March, 2017
(c) Designation of previously recognised financial B. Reconciliation of Total Comprehensive Income
instruments for the year ended 31st March, 2017
Paragraph D19B of Ind AS 101 gives an option
III. Reconciliation of Statement of Cash flow for the
to an entity to designate investments in equity
year ended 31st March, 2017
instruments at FVOCI on the basis of the facts
and circumstances at the date of transition to Ind IV. Reconciliation of Equity as at 31st March, 2017 &
AS. The Group has opted to apply this exemption 01st April, 2016
for its investment in equity Investments.
The presentation requirements under Previous GAAP
B. Applicable Exceptions differs from Ind AS, and hence, Previous GAAP information
(a) Estimates has been regrouped for ease of reconciliation with Ind AS.
An entity’s estimates in accordance with Ind The Regrouped Previous GAAP information is derived
AS at the date of transition to Ind AS shall from the Financial Statements of the Group prepared in
be consistent with estimates made for the accordance with Previous GAAP.

Consolidated Notes
Particulars Foot Notes Previous GAAP Share of JV* Adjustments Ind AS

ASSETS
a) Property, Plant and Equipment A 5,923.95 (0.13) (213.22) 5,710.61
b) Capital Work in Progress 263.56 - - 263.56
c) Investment Property - - - -
d) Other Intangible Assets 73.58 - - 73.58
e) Intangible Assets under Development - - - -
f) Financial Assets
i) Investments B 5,635.17 - 842.87 6,478.04
ii) Loans - - - -
iii) Other Financial Assets C 905.90 (4.76) (720.28) 180.86
g) Deferred Tax Assets(Net) 49.78 - - 49.78
h) Other Non-Current Assets C 3.72 - 930.44 934.17
2) Current Assets
a) Inventories D 5,572.69 - 44.82 5,617.51
b) Financial Assets
i) Investments B 9,965.25 (49.28) 2,255.51 12,171.48
ii) Trade Receivables 10,896.61 - - 10,896.61
iii) Cash & Cash Equivalents E 2,475.07 (0.20) (259.99) 2,214.88
iv) Bank balances (other than iii above) E - - 104.68 104.68
v) Loans F 328.93 (0.42) (328.51) -
vi) Other Financial Assets F - - 165.20 165.20
c) Current Tax Assets (Net) - - - -
d) Other Current Assets F 279.15 (174.07) 166.38 271.46
Total Assets 42,373.37 (228.86) 2,987.89 45,132.42
Equity
a) Equity Share Capital 1,232.50 - - 1,232.50
b) Other Equity B&G 28,641.23 (0.21) 2,924.28 31,565.30
Liabilities
i) Other financial liabilities - - - -
ii) Other Long-Term Liabilities H 1,713.57 - (1,713.57) -
b) Provisions - 13.00 - 13.00
c) Deferred Tax Liability - - - -
d) Other non - current liabilities - - - -
i) Borrowings 2,888.76 - - 2,888.76
ii) Trade Payables
- Due to Micro and Small 89.91 - - 89.91
Enterprises
- Due to Others 4,598.77 (0.33) - 4,598.45
b) Other Current Liabilities H 1,375.11 (0.02) 1,334.71 2,709.80
c) Provisions G&I 1,833.51 - (377.90) 1,455.61
d) Current Tax Liabilities (Net) I - - 200.22 200.22
Total Equity and Liabilities 42,373.37 12.44 2,746.61 45,132.42
230
Consolidated Notes
II. A. Reconciliation of Balance sheet as at 31st March, 2017

Particulars Foot Notes Previous GAAP Share of JV* Adjustments Ind AS
ASSETS
a) Property, Plant and Equipment A 6,615.68 (0.13) (365.85) 6,249.70
b) Capital Work in Progress 724.49 - - 724.49
c) Investment Property A - - 160.35 160.35
d) Other Intangible Assets A 49.82 - (4.68) 45.14
e) Intangible Assets under Development 2.86 - - 2.86
f) Financial Assets
i) Investments B 12,042.43 - 847.09 12,889.52
ii) Loans - - - -
iii) Other Financial Assets C 494.05 (4.76) (299.04) 190.25
g) Deferred Tax Assets(Net) - - - -
h) Other Non-Current Assets C 27.08 - 506.14 533.22
2) Current Assets
a) Inventories D 5,069.96 - 56.24 5,126.20
b) Financial Assets
i) Investments B 6,781.30 (43.66) 845.19 7,582.84
ii) Trade Receivables 10,615.39 - - 10,615.39
iii) Cash & Cash Equivalents B 6,333.68 (0.58) 222.93 6,556.04
iv) Bank balances (other than iii above) 88.03 - - 88.03
v) Loans F 426.70 (0.40) (426.30) -
vi) Other Financial Assets F - - 132.70 132.70
c) Current Tax Assets (Net) - - - -
d) Other Current Assets F 266.32 (185.59) 296.68 377.40
Total Assets 49,537.82 (235.12) 1,971.42 51,274.12
Equity
a) Equity Share Capital 1,232.50 - - 1,232.50
b) Other Equity B 34,572.72 - 1,606.17 36,178.89
Liabilities
i) Other financial liabilities - - - -
ii) Other Long-Term Liabilities H 1,439.78 - (1,439.78) -
b) Provisions 1.08 6.50 - 7.58
c) Deferred Tax Liability 44.99 - 68.01 112.72
d) Other non - current liabilities - - - -
i) Borrowings 4,050.50 - - 4,050.50
ii) Trade Payables
- Due to Micro and Small Enterprises 20.46 - - 20.46
- Due to Others 3,926.51 (0.31) - 3,926.20
iii) Other financial liabilities H - - 961.71 961.71
b) Other Current Liabilities H 2,114.11 (0.02) 478.07 2,592.16
c) Provisions I 2,135.17 - (29.66) 2,105.51
d) Current Tax Liabilities (Net) I - - 85.90 85.90
Total Equity and Liabilities 49,537.82 6.17 1,730.42 51,274.12
* As per para (10) of IND AS 28 Investments in Associates and Joint Ventures, the Group has accounted equity method for Interest in Joint venture as at transition
date. Accordingly, all assets and liabilities pertaining to Joint ventures which were consolidated line by line under previous GAAP were excluded and balance
difference between assets and liabilities pertains to Investment in Joint ventures accounted under previous GAAP

Consolidated Notes
II. B. Reconciliation of Statement of Profit and Loss for the year ended 31st March, 2017
Particulars Notes Previous GAAP Share of JV Adjustments Ind AS

Revenue:
Revenue from Operations J 49,237.83 (0.04) (1,528.32) 47,709.48
Other Income K 2,867.51 (4.87) (1,115.86) 1,746.78
Total Revenue (I + II) 52,105.34 (4.91) (2,644.18) 49,456.26
Expenses:
Cost of materials consumed 17,782.16 - - 17,782.16
Purchase of stock in trade 1,626.28 - - 1,626.28
Change in inventories of finished goods, work in J 799.16 - (11.42) 787.74
progress and stock in trade
Excise duty on sales J - 1,059.49 1,059.49
Employee benefit expenses L 5,956.41 (0.20) (34.75) 5,921.46
Finance cost J 526.75 - (199.57) 327.18
Depreciation and amortisation expenses A 479.35 - (3.69) 475.67
Manufacturing and operating expenses A 4,773.77 - 3.06 4,776.83
Administrative and other expenses J&K 3,138.52 (4.90) (186.73) 2,951.79
Selling and distribution expenses J 5,200.64 - (2,281.67) 2,918.97
Total Expenses 40,287.95 (5.10) (1,655.30) 38,627.56
Profit before exceptional items, share of profit/ 11,817.39 0.19 (988.88) 10,828.70
(loss) of joint venture and tax (III - IV)
Share of profit/(loss) of joint venture - - (4.36) (4.36)
Profit before exceptional items and tax 11,817.39 0.19 (993.24) 10,824.34
Exceptional Items - - - -
Profit before extraordinary items and tax (V-VI) 11,817.39 0.19 (993.24) 10,824.34
Extraordinary items - - - -
Profit before tax (VII - VIII) 11,817.39 0.19 (993.24) 10,824.34
Tax Expense:
Current tax 3,200.00 - 12.03 3,212.03
Deferred tax 94.76 - 67.73 162.50
(Excess)/Short provision for taxes of earlier years (4.85) - - (4.85)
Profit for the period (IX - X) 8,527.48 0.19 (1,073) 7,454.67
Items that will not be reclassified subsequently
to profit or loss
Remeasurement [gain / (loss)] of net defined L - - (34.75) 34.75
benefit liability
Effect [gain / (loss)] of measuring equity - - 0.14 (0.14)
instruments at fair value through OCI
Income tax on above 12.03 (12.03)
Total of Other Comprehensive income - - (22.58) 22.58
Total Comprehensive income for the period 8,527.48 0.19 1,095.58 7,432.08
(XI+XII)
232
Consolidated Notes
III. Reconciliation of Statement of Cash flow for the year ended 31st March, 2017
Particulars Previous GAAP Adjustments Ind AS
Net Cash flow from Operating Activities 8,090.24 (78.82) 8,011.42

Net Cash flow from Investing Activities (1,679.81) 750.00 (929.81)
Net Cash flow from Financing Activities (2,092.69) (644.68) (2,737.37)
Net increase/(decrease) in Cash and Cash equivalents 4,317.73 26.51 4,344.24
Cash and cash equivalents as at April 01, 2016 2,018.58 196.30 2,214.88
Cash and cash Equivalents as at March 31,2017 6,333.70 222.33 6,556.03
IV. Reconciliation of Equity as at 31st March, 2017 and 01st April, 2016
As at As at
Nature of Adjustments
Equity as per Previous GAAP (I) 35,805.23 29,873.73
Effect of measuring investments at fair value 1,714.00 2,737.09
Deferred tax impact on above (67.70) -
Effect of proposed dividend - 222.51
Impact of change in definition of Control/Joint venture (40.14) (35.53)
Total Effect of transition to Ind AS 1,606.16 2,924.07
Equity as per Ind AS 37,411.39 32,797.80
Footnotes to the reconciliation of equity as at 01st April, 2016 and 31st March, 2017 and profit or loss for the year ended 31st
March, 2017
Property, Plant and Equipment: The leasehold

A. 2016-17.
land having carrying value of ` 210.16 lakhs as on
31st March, 2017 (01st April, 2016- ` 213.22 lakhs) B. Investments:
was classified as PPE under the previous GAAP, the The Group has designated all investments in mutual
same has been reclassified as “other non-current funds (classified under non-current investments,
assets” under Ind AS in terms of the agreement. current investments, and cash & cash equivalents)
Depreciation of ` 3.06 in respect to the above asset at fair value through profit or loss (FVTPL) and
has been classified under “Manufacturing & operating investment in equity shares other than Investment
expenses” under Ind AS. in Joint Venture at Fair Value through OCI. Ind
AS requires FVOCI and FVTPL investments to be
Intangible Assets having carrying value of ` 4.68 measured at fair value. At the date of transition to Ind
lakhs as at 31st March, 2017 (01st April, 2016- Nil) were AS, difference between the fair value of investment
reclassified as ‘Tangible Assets’ under PPE. and IGAAP carrying amount has been recognised in
Retained Earnings.

The Parent Company has given part of the
premises under operating lease during the C. Non-Current Financial Assets & Non-Current Other
financial year 2016-17. The same was classified Assets: Reclassification from non-current financial
as PPE under previous GAAP The carrying value assets to non-current other assets
of the above premises as on 31st March, 2017 of
` 160.35 lakhs (01st April, 2016- Nil) have been D. Inventories: Effect of margin on sales return where
reclassified as “Investment Property” during the F.Y.

Consolidated Notes
there is a right to return the goods on inventories of ` ` 2,281.67 lakhs with a corresponding decrease in
56.24 lakhs (01st April, 2016- ` 44.82 lakhs.) selling and distribution expenses.
E. Cash & Cash Equivalents: Under the previous GAAP, professional fees to
1. Reclassification of liquid investments from cash & management franchisee of ` 95.13 lakhs was part of
cash equivalents to current investments. administrative expenses, the same has been reduced
from revenue from operations under Ind AS. Under
2. Reclassification of bank balance other than cash & the previous GAAP, the cash discount offered to
cash Equivalents as separate line item. customers on early payment was part of finance cost.
Under Ind AS, the cash discount of ` 199.57 Lakhs is
F.
Loans, Other Current Financial & Non- Financial reduced from the revenue from operations.
assets: Reclassification effect of Loans into other
current financial and non-financial assets. The difference of opening and closing effect of
margin on sales return (where there is a right to return
G. Other Equity: Under the previous GAAP, dividends the goods) of ` 11.42 lakhs is shown under ‘Change in
proposed by the board of directors after the balance inventories of finished goods, work in progress and
sheet date but before the approval of the financial stock in trade’ with the corresponding decrease in
statements were considered as adjusting events. revenue from operations.
Accordingly, provision for proposed dividend was
recognised as a liability. Under Ind AS, such dividends Under the previous GAAP, revenue from sale of goods
are recognised when the same is approved by the was presented exclusive of excise duty. Under Ind AS,
shareholders in the general meeting. Accordingly, the revenue from sale of goods is presented inclusive
liability for proposed dividend of ` 222.51 lakhs as at of excise duty. The excise duty is presented on the
01st April, 2016 included under provisions has been face of the Statement of Profit and Loss as part of
reversed with corresponding adjustment to retained expenses. This change has resulted in an increase in
earnings. Consequently, the total equity increased by total revenue and total expenses for the year ended
an equivalent amount. 31st March, 2017 by ` 1059.49 Lakhs.
H. Other Long-Term Liabilities: There is no impact in the total equity and profit due to
Reclassification from other non-current long term above adjustments.
liabilities to current liabilities.
K. Fair value difference of ` 1,115.86 lakhs on investments
I. Current Provisions: Tax liabilities were earlier in mutual funds is recognized as ‘Other Income’.
classified under “Current Provisions”, the same has
been reclassified as ‘current tax liabilities’ as separate L. Re-measurement on defined benefit plans – Under
line item in the balance sheet under Ind AS. Ind AS, re-measurements i.e. actuarial gains and
losses and the return on plan assets, excluding
J.
Discounts, Incentives & Promotional Expenses: amounts included in the net interest expense on the
Under the previous GAAP, promotional expenses, net defined benefit liability are recognised in Other
discounts and incentives to the customers were Comprehensive Income (OCI) instead of profit or loss.
shown as a part of selling and distribution expenses. Under the previous GAAP, these re-measurements
Under Ind AS, revenue from sale of products are were forming part of the profit or loss for the year. As
recognised at net of these expenses. Thus, revenue a result of this change, there is no impact on the total
from operations under Ind AS has decreased by equity as at March 31, 2017.
234
Consolidated Notes
2.44 Interest in Other Entities:

A. List of the company (Jointly Venture Company) included in the consolidation is mentioned below: -
Proportion of Ownership interest

Country of
Joint Venture Activities As at As at As at
Incorporation
White Knitwear Private Limited India Refer Note 2.44(B) 33.33% 33.33% 33.33%
B. Summarized Financial Information
As at As at As at
Particulars
(A) Non-Current Assets 4.91 4.91 4.92
(B) Current Assets
i) Cash and Cash Equivalent 2.26 0.58 0.20
ii) Others 227.98 232.12 233.07
Total Current Assets 230.24 232.70 233.27
Total Assets (A + B) 235.15 237.61 238.19
(A) Non-Current Liabilities
i) Financial Liabilities - - -
ii) Non-Financial Liabilities 233.25 210.69 188.12
Total Non-Current Liabilities 233.25 210.69 188.12
(B) Current Liabilities
i) Financial Liabilities 0.30 0.31 0.33
ii) Non-Financial Liabilities 0.34 0.02 0.02
Total Current Liabilities 0.64 0.33 0.35
Total Liabilities (A + B) 233.89 211.02 188.47
Net Assets 1.26 26.59 49.72
Summarized Performance

Particulars
Revenue 3.18 4.57
Profit and Loss before Tax (25.35) (23.11)
Tax Expense - -
Profit and Loss after Tax (25.35) (23.11)
Other Comprehensive Income - -
Total Comprehensive Income (25.35) (23.11)
Depreciation and Amortization - -
Interest Income - -
Interest Expense 22.57 22.58
For contingency and commitment of Joint Venture, refer Note No. 2.37(d)

Consolidated Notes
Reconciliation of Net Assets considered for consolidated financial statement to net asset as per Joint Venture financial
statements
As at As at As at
Particulars
Net Assets as per Entity’s Financial Statements 1.26 26.59 49.72
Add/(Less): Consolidation Adjustments
(i) Fair Value of Investment - - -
(ii) Dividend distributed - - -
(iii) Others 297.96 279.23 260.46
Net Assets as per Consolidated Financial Statements 299.22 305.82 310.18
Reconciliation of Profit and Loss/OCI considered for consolidated financial statement to net asset as per Joint Venture
financial statements

Particulars
Profit/(Loss) as per Entity’s Financial Statements (25.35) (23.11)
Add/(Less): Consolidation Adjustments
(i) Dividend distributed - -
(ii) Others 18.75 18.75
Profit/(Loss) as per Consolidated Financial Statements (6.60) (4.36)
OCI as per Entity’s Financial Statements
Add/(Less): Consolidation Adjustments - -
(i) Fair Valuation
(ii) Others - -
OCI as per Consolidated Financial Statements - -
Movement of Investment in Joint Ventures using Equity Method
As at As at
Particulars
Interest as at 01st April 305.82 310.18
Add: Share of Profit for the Period (6.60) (4.36)
Add: Share of OCI for the Period - -
Interest as at 31st March 299.22 305.82
236
Consolidated Notes
The Joint Venture had acquired land in Surat Special to be entitled in exchange for those goods or services.
Economic Zone (SEZ) and constructed factory building Further the new standard requires enhanced disclosures
for setting up of manufacturing unit for production of about the nature, amount, timing and uncertainty of
Knitwear Apparels for exports. However, due to slowdown revenue and cash flows arising from the entity’s contracts
in international market, SEZ could not operationalize with customers.
as majority of SEZ members have put-on-hold their
operations in SEZ and approached to Gujarat Industrial The standard permits two possible methods of transition:
Development Corporation (GIDC) and State and Central
government for de-notification of SEZ. • Retrospective approach - Under this approach the
standard will be applied retrospectively to each prior

Gujarat Industrial Development Corporation vide its reporting period presented in accordance with Ind
circular No. GIDC/CIR/Distribution/Policy /13/05 dated AS 8- Accounting Policies, Changes in Accounting
14.03.2013 had de-notified the SEZ and conceded the Estimates and Errors
members to convert and use the erstwhile land in SEZ
as Domestic Tariff Area (DTA) subject to fulfilment of •
Retrospectively with cumulative effect of initially
conditions stated therein. applying the standard recognized at the date of initial
application (Cumulative catch - up approach). The
Based on GIDC circular on de-notification, WKPL vide its effective date for adoption of Ind AS 115 is financial
letter dated 04.04.13 has consented for de-notification periods beginning on or after April 01, 2018.
of its plot of land and undertaken to complete the formal
procedure for the same, however, Central Government The Group will adopt the standard on April 01, 2018
approval is awaited. by using the cumulative catch-up transition method
and accordingly comparatives for the year ending
Post de-notification joint venture partners shall dispose of or ended March 31, 2018 will not be retrospectively
the Company/land and building and realize the proceeds adjusted. The effect on adoption of Ind AS 115 is
to return it to joint venture partners. expected to be insignificant.
2.45 Ind AS 115, Revenue from Contract with Customers: On 2.46 Additional information as required by para 5 of General
March 28, 2018, Ministry of Corporate Affairs has notified Instructions for preparation of Statement of Profit and Loss
the Ind AS 115, Revenue from Contract with Customers. (other than already disclosed above) are either Nil or Not
The core principle of the new standard is that an entity Applicable.
should recognize revenue to depict the transfer of
promised goods or services to customers in an amount Previous year figures are regrouped or rearranged
2.47
that reflects the consideration to which the entity expects wherever considered necessary.
For and on behalf of the Board of Directors

For Khimji Kunverji & Co of Kewal Kiran Clothing Ltd

DIN No: 00029730


Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
PART “A”: SUBSIDIARIES – NOT APPLICABLE

PART “B”: ASSOCIATES AND JOINT VENTURES
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
White Knitwears Private

Name of Joint Venture
Limited (WKPL)
1. Latest audited Balance Sheet Date 31/03/2018
2. Shares of Joint Venture held by the company on the year end
No. 3,30,000
Amount of Investment in Joint Venture 33,00,000
Extend of Holding% 33.33%
3. Description of how there is significant influence Due to holding of 33.33%
equity shares in WKPL
4. Reason why the Joint Venture is not consolidated Not Applicable
5. Net worth attributable to shareholding as per latest audited Balance Sheet (20,707,482)
6. Profit/(Loss) for the year
(i) Considered in Consolidation (25,34,748)
(ii) Not Considered in Consolidation (50,69,497)
1. Names of associates or joint ventures which are yet to commence operations – Not Applicable
2. Names of associates or joint ventures which have been liquidated or sold during the year – Not Applicable
For and on behalf of the Board of Directors of Kewal

Khimji Kunverji & Co Kiran Clothing Limited

DIN No: 00029730

238
NOTES
NOTES
www.kewalkiran.com
NOTICE
Registered Office: Kewal Kiran Estate, 460/7, I. B. Patel Road, Goregaon (East) Mumbai - 400 063
Tel: +91 22 26814400 Fax: +91 22 26814410 Website: www.kewalkiran.com E-mail: [email protected]
CIN: L18101MH1992PLC065136
NOTICE is hereby given that the 27th Annual General Meeting necessary intimations to be given to all statutory authorities
of Kewal Kiran Clothing Limited will be held on Tuesday, concerned and to do all such acts, deeds and things as
September 4, 2018 at M. C. Ghia Hall, Bhogilal Hargovindas may be necessary to give effect to this resolution.”
Building, 4th floor, 18/20, Kaikhushru Dubash Marg (Behind
Prince of Wales Museum), Mumbai - 400 001 at 12 Noon to 5.
To consider and if thought fit, to pass the following
transact the following business: resolution as Special Resolution:
ORDINARY BUSINESS: “RESOLVED THAT pursuant to the provisions of Sections

1.
To receive, consider and adopt the Standalone and 149, 150, 152 and any other applicable provisions of
Consolidated Financial Statements of the Company for the the Companies Act, 2013 (‘Act’) and the Companies
year ended March 31, 2018 including the Audited Balance (Appointment and Qualification of Directors) Rules, 2014
Sheet as on March 31, 2018 and the Statement of Profit (including any statutory modification(s) or re-enactment
and Loss Account for the financial year ended March 31, thereof for the time being in force) read with Schedule
2018 together with the report of the Directors and Auditors IV to the Act and Regulation 16(1)(b) of the SEBI (Listing
thereon. Obligations and Disclosure Requirements) Regulations,
2015, consent of the members be and is hereby accorded
2. To declare the final dividend and confirm the four interim to re-appoint Mr. Nimish G. Pandya (DIN: 00326966) as
dividends of ` 7/-, ` 10/-, ` 9.5/- and ` 5/- respectively per Independent Non-Executive Director of the Company
equity share for the year ended March 31, 2018. not liable to retire by rotation to hold office as such for a
second consecutive term of 5 (five) consecutive years with
3.
To appoint a Director in place of Mr. Hemant P. Jain effect from April 1, 2019 to March 31, 2024;
(DIN: 00029822) who retires by rotation and being
eligible, offers himself for re-appointment.
FURTHER RESOLVED THAT Mr. Kewalchand P. Jain,
Chairman and Managing Director and Mr. Abhijit Warange,
SPECIAL BUSINESS: Vice President – Legal and Company Secretary be and
4.
To consider and if thought fit, to pass the following are hereby jointly and/or severally authorised to give
resolution as Special Resolution: necessary intimations to be given to all statutory authorities
concerned and to do all such acts, deeds and things as
“RESOLVED THAT pursuant to the provisions of Sections may be necessary to give effect to this resolution.”
149, 150, 152 and any other applicable provisions of
the Companies Act, 2013 (‘Act’) and the Companies 6.
(Appointment and Qualification of Directors) Rules, 2014 resolution as Special Resolution:
(including any statutory modification(s) or re-enactment
thereof for the time being in force) read with Schedule “RESOLVED THAT pursuant to the provisions of Sections
IV to the Act and Regulation 16(1)(b) of the SEBI (Listing 149, 150, 152 and any other applicable provisions of
Obligations and Disclosure Requirements) Regulations, the Companies Act, 2013 (‘Act’) and the Companies
2015, consent of the members be and is hereby accorded (Appointment and Qualification of Directors) Rules, 2014
to re-appoint Ms. Drushti R. Desai (DIN: 00294249) as (including any statutory modification(s) or re-enactment
Independent Non-Executive Director of the Company thereof for the time being in force) read with Schedule
not liable to retire by rotation to hold office as such for a IV to the Act and Regulation 16(1)(b) of the SEBI (Listing
second consecutive term of 5 (five) consecutive years with Obligations and Disclosure Requirements) Regulations,
effect from August 28, 2019 to August 27, 2024; 2015, consent of the members be and is hereby accorded
to re-appoint Dr. Prakash A. Mody (DIN: 00001285) as

FURTHER RESOLVED THAT Mr. Kewalchand P. Jain, Independent Non-Executive Director of the Company
Chairman and Managing Director and Mr. Abhijit Warange, not liable to retire by rotation to hold office as such for a
Vice President – Legal and Company Secretary be and second consecutive term of 5 (five) consecutive years with
are hereby jointly and/or severally authorised to give effect from April 1, 2019 to March 31, 2024;
1

FURTHER RESOLVED THAT Mr. Kewalchand P. Jain, I.
Total monthly remuneration of ` 6,25,000/- (Basic
Chairman and Managing Director and Mr. Abhijit Warange, ` 1,87,500/- & Allowance ` 4,37,500/-)
Vice President – Legal and Company Secretary be and The Company’s contribution to provident fund as per the
are hereby jointly and/or severally authorised to give rules of the Company and to the extent not taxable under
necessary intimations to be given to all statutory authorities the income tax law shall not be included for the purpose
concerned and to do all such acts, deeds and things as of computation of the overall ceiling of remuneration
may be necessary to give effect to this resolution.”
II. Perquisites:
7.
To consider and if thought fit, to pass the following (a) Gratuity at a rate not exceeding half month’s salary for
resolution as Special Resolution: each completed year of services, payable at the end
of the tenure or retirement or resignation;
“RESOLVED THAT pursuant to the provisions of Sections
149, 150, 152 and any other applicable provisions of (b) Encashment of leave, bonus and allowances as per
the Companies Act, 2013 (‘Act’) and the Companies the Company policy rules;
(Appointment and Qualification of Directors) Rules, 2014
(including any statutory modification(s) or re-enactment (c) Medical insurance premium as per Company policy
thereof for the time being in force) read with Schedule and/or rules;
IV to the Act and Regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, (d) Use of Company’s car along with driver for official and
2015, consent of the members be and is hereby accorded personal purposes, two telephones at residence and
to re-appoint Mr. Yogesh A. Thar (DIN: 02687466) as two mobile phones;
Independent Non-Executive Director of the Company
not liable to retire by rotation to hold office as such for a (e)
Any other allowances, perquisites, benefits and
second consecutive term of 5 (five) consecutive years with facilities as may be approved by the Board of Directors
effect from April 1, 2019 to March 31, 2024; from time to time thereunder;

FURTHER RESOLVED THAT Mr. Kewalchand P. Jain, The valuation of perquisite shall be as per the Income Tax
Chairman and Managing Director and Mr. Abhijit Warange, Rules and wherever no method of valuation is prescribed
Vice President – Legal and Company Secretary be and therein, the same shall be valued at the cost to the
are hereby jointly and/or severally authorised to give Company.
necessary intimations to be given to all statutory authorities
concerned and to do all such acts, deeds and things as III.
Reimbursement of expenses incurred in respect of
may be necessary to give effect to this resolution.” official duties including travelling and entertainment
expenses.
8.
resolution as Special Resolution: Responsibilities:
Mr. Jain will be responsible for the day to day management
“RESOLVED THAT pursuant to the provision of Sections of the affairs of the Company under the supervision and
196, 197 and other applicable provision of the Companies control of the Board of Directors of the Company. He shall
Act, 2013 and the rules made there under read with report all matters to the Board and shall function under the
Schedule V to the Companies Act, 2013 or any statutory superintendence and control of the Board.
modification(s) or re-enactment(s) thereof consent of
the members be and is hereby accorded to appoint FURTHER RESOLVED THAT the remuneration payable
Mr. Hemant P. Jain (DIN: 00029822) whose existing term to Mr. Jain during Mr. Jain’s term of office as Whole-time
of office as Wholetime Director expires on August 31, 2019, Director together with the remuneration payable to the
as the Whole-time Director of the Company for a further Managing Director i.e. Mr. Kewalchand P. Jain and other
period of 5 (five) years w.e.f. September 1, 2019 to August 31, Whole-time Directors of the Company viz. Mr. Dinesh P.
2024 on the terms and conditions including remuneration Jain and Mr. Vikas P. Jain shall not in any financial year
as detailed below with a liberty to the Board of Directors exceed 10% of the net profits of the Company for that
which term shall be deemed to include any Committee of respective financial year calculated in the manner stated
the Board constituted to exercise its powers, (including the in Sections 197, 198 of the Companies Act, 2013 or any
powers conferred by this resolution) to alter and revise the statutory modification(s) or re-enactment(s) thereof;
terms and conditions of remuneration as may be agreed to
by the Board of Directors and Mr. Jain, subject to the same FURTHER RESOLVED THAT in the event of absence
not exceeding the limits specified under Schedule V to the or inadequacy of profits in any financial year during
Companies Act, 2013 or any statutory modification(s) or Mr. Jain’s term of office as Whole-time Director the
re-enactment(s) thereof: above remuneration and perquisites be paid as minimum
remuneration, subject to the overall limits specified in
2
Schedule V to the Companies Act, 2013 or such other (e)
Any other allowances, perquisites, benefits and
limits as may be prescribed by the Central Government facilities as may be approved by the Board of Directors
from time to time; from time to time.
LASTLY RESOLVED THAT Mr. Kewalchand Jain, Chairman The valuation of perquisite shall be as per the Income Tax
and Managing Director and Mr. Abhijit Warange, Vice Rules and wherever no method of valuation is prescribed
President – Legal and Company Secretary be and therein, the same shall be valued at the cost to the
are hereby jointly and/or severally authorised to give Company.
necessary intimations to be given to all statutory authorities
concerned and to do all such acts, deeds and things as III.
Reimbursement of expenses incurred in respect of
may be necessary to give effect to this resolution.” official duties including travelling and entertainment
expenses.
9.
resolution as Special Resolution: Responsibilities:
“RESOLVED THAT pursuant to the provision of Sections of the affairs of the Company under the supervision and
196, 197 and other applicable provision of the Companies control of the Board of Directors of the Company. He shall
Act, 2013 and the rules made thereunder read with report all matters to the Board and shall function under the
Schedule V to the Companies Act, 2013 or any statutory superintendence and control of the Board.
modification(s) or re-enactment(s) thereof consent of
the members be and is hereby accorded to appoint FURTHER RESOLVED THAT the remuneration payable
Mr. Dinesh P. Jain (DIN: 00327277) whose existing term of to Mr. Jain during Mr. Jain’s term of office as Whole-time
office as Whole-time Director expires on August 31, 2019, Director together with the remuneration payable to the
as the Whole-time Director of the Company for a further Managing Director i.e. Mr. Kewalchand P. Jain and other
period of 5 (five) years w.e.f. September 1, 2019 to August 31, Whole-time Directors of the Company viz. Mr. Hemant P.
2024 on the terms and conditions including remuneration Jain and Mr. Vikas P. Jain shall not in any financial year
as detailed below with a liberty to the Board of Directors exceed 10% of the net profits of the Company for that
which term shall be deemed to include any Committee of respective financial year calculated in the manner stated
the Board constituted to exercise its powers, (including the in Sections 197, 198 of the Companies Act, 2013 or any
powers conferred by this resolution) to alter and revise the statutory modification(s) or re-enactment(s) thereof;
terms and conditions of remuneration as may be agreed to
by the Board of Directors and Mr. Jain, subject to the same FURTHER RESOLVED THAT in the event of absence
not exceeding the limits specified under Schedule V to the or inadequacy of profits in any financial year during
Companies Act, 2013 or any statutory modification(s) or Mr. Jain’s term of office as Whole-time Director the
re-enactment(s) thereof: above remuneration and perquisites be paid as minimum
remuneration, subject to the overall limits specified in
I.
Total monthly remuneration of ` 6,25,000/- (Basic Schedule V to the Companies Act, 2013 or such other
` 1,87,500/- & Allowance ` 4,37,500/-) limits as may be prescribed by the Central Government
The Company’s contribution to provident fund as per the from time to time;
rules of the Company and to the extent not taxable under
the income tax law shall not be included for the purpose LASTLY RESOLVED THAT Mr. Kewalchand Jain, Chairman
of computation of the overall ceiling of remuneration and Managing Director and Mr. Abhijit Warange, Vice
President – Legal and Company Secretary be and
II. Perquisites: are hereby jointly and/or severally authorised to give
(a) Gratuity at a rate not exceeding half month’s salary for necessary intimations to be given to all statutory
each completed year of services, payable at the end authorities concerned and to do all such acts, deeds
of the tenure or retirement or resignation; and things as may be necessary to give effect to this
resolution.”
(b) Encashment of leave, bonus and allowances as per
the Company policy rules; 10.
resolution as Special Resolution:-
(c) Medical insurance premium as per Company policy
and/or rules; “RESOLVED THAT pursuant to the provision of Sections
196, 197 and other applicable provision of the Companies
(d) Use of Company’s car along with driver for official and Act, 2013 and the rules made thereunder read with
personal purposes, two telephones at residence and Schedule V to the Companies Act, 2013 or any statutory
two mobile phones; modification(s) or re-enactment(s) thereof consent of the
members be and is hereby accorded to appoint Mr. Vikas
P. Jain (DIN: 00029901) whose existing term of office as
3
Whole-time Director expires on August 31, 2019, as the report all matters to the Board and shall function under
Whole-time Director of the Company for a further period the superintendence and control of the Board.
of 5(five) years w.e.f. September 1, 2019 to August 31,
2024 on the terms and conditions including remuneration FURTHER RESOLVED THAT the remuneration payable
as detailed below with a liberty to the Board of Directors to Mr. Jain during Mr. Jain’s term of office as Whole-time
which term shall be deemed to include any Committee of Director together with the remuneration payable to the
the Board constituted to exercise its powers, (including Managing Director i.e. Mr. Kewalchand P. Jain and other
the powers conferred by this resolution) to alter and Whole-time Directors of the Company viz. Mr. Hemant P.
revise the terms and conditions of remuneration as may Jain and Mr. Dinesh P. Jain shall not in any financial year
be agreed to by the Board of Directors and Mr. Jain, exceed 10% of the net profits of the Company for that
subject to the same not exceeding the limits specified respective financial year calculated in the manner stated
under Schedule V to the Companies Act, 2013 or any in Sections 197, 198 of the Companies Act, 2013 or any
statutory modification(s) or re-enactment(s) thereof: statutory modification(s) or re-enactment(s) thereof;
I.
Total monthly remuneration of ` 6,25,000/- (Basic FURTHER RESOLVED THAT in the event of absence
` 1,87,500/- & Allowance ` 4,37,500/-) or inadequacy of profits in any financial year during
The Company’s contribution to provident fund as per the Mr. Jain’s term of office as Whole-time Director the
rules of the Company and to the extent not taxable under above remuneration and perquisites be paid as minimum
the income tax law shall not be included for the purpose remuneration, subject to the overall limits specified in
of computation of the overall ceiling of remuneration Schedule V to the Companies Act, 2013 or such other
limits as may be prescribed by the Central Government
II. Perquisites: from time to time;
(a) Gratuity at a rate not exceeding half month’s salary for
each completed year of services, payable at the end LASTLY RESOLVED THAT Mr. Kewalchand Jain, Chairman
of the tenure or retirement or resignation; and Managing Director and Mr. Abhijit Warange, Vice
President – Legal and Company Secretary be and
(b) Encashment of leave, bonus and allowances as per
are hereby jointly and/or severally authorised to give
the Company policy rules;
necessary intimations to be given to all statutory
(c) Medical insurance premium as per Company policy authorities concerned and to do all such acts, deeds
and/or rules; and things as may be necessary to give effect to this
resolution.”
(d) Use of Company’s car along with driver for official and
personal purposes, two telephones at residence and
By order of the Board of Directors
two mobile phones;
(e)
Any other allowances, perquisites, benefits and Abhijit B. Warange
facilities as may be approved by the Board of Directors Vice President – Legal & Company Secretary
from time to time;
Regd. Office:
The valuation of perquisite shall be as per the Income Tax Kewal Kiran Estate
Rules and wherever no method of valuation is prescribed 460/7, I. B. Patel Road,
therein, the same shall be valued at the cost to the Goregaon (E), Mumbai - 400 063
Company.
Date: July 21, 2018
III.
Reimbursement of expenses incurred in respect of Place: Mumbai
official duties including travelling and entertainment
expenses.
Responsibilities:
of the affairs of the Company under the supervision and
control of the Board of Directors of the Company. He shall
4
NOTES: Company shall be able to coordinate with the bankers
1.
A MEMBER ENTITLED TO ATTEND AND VOTE IS only on receipt of the necessary information. The main
ENTITLED TO APPOINT A PROXY TO ATTEND AND information required therein is the type of account, name
VOTE INSTEAD OF HIMSELF AND THE PROXY NEED of the bank, MICR, IFS Code and the account number. It
NOT BE A MEMBER OF THE COMPANY. In order to should be signed by all the holders, as per the specimen
be valid, proxies duly stamped, should be lodged with signature recorded with the Company/Depository
the Company at its registered office not later than forty Participant.
eight hours before the commencement of the meeting.
A person can act as a proxy on behalf of members not 7. The Securities and Exchange Board of India (SEBI) has
exceeding fifty and holding in the aggregate not more mandated the submission of Permanent Account Number
than ten per cent of the total share capital of the Company (PAN) by every participant in securities market. Members
carrying voting rights. A member holding more than ten holding shares in electronic form are therefore requested
per cent of the total share capital of the Company carrying to submit their PAN to their Depository Participants
voting rights may appoint a single person as proxy and with whom they are maintaining their demat accounts.
such person shall not act as a proxy for any other person Members holding shares in physical form can submit their
or shareholder. PAN to the Company/ R&T Agent.
2. Corporate Members intending to send their authorised 8. SEBI has also mandated that for registration of transfer
representatives to attend the meeting are requested to of securities, the transferee(s) as well as transferor(s)
send a certified copy of the Board Resolution authorising shall furnish a copy of their PAN card to the Company for
their representatives to attend and vote on their behalf at registration of transfer of securities.
the meeting.
9.
Under Section 124 of the Companies Act, 2013 and
3. Statement pursuant to Section 102(1) of the Companies the Investor Education and Protection Fund Authority
Act, 2013, setting out the material facts concerning each (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF
item of special business to be transacted as at general Rules, 2016’), the amount of dividend remaining unpaid or
meeting is annexed hereto. unclaimed for a period of seven years from the due date
is required to be transferred to the Investor Education
4. The Register of Members and the Share Transfer Books and Protection Fund (IEPF), constituted by the Central
of the Company will remain closed from Saturday, Government. The Company had, accordingly, transferred
September 1, 2018 to Tuesday, September 4, 2018 (both the unpaid and unclaimed dividend amounts pertaining to
days inclusive). Final Dividend 2009-10 of ` 26,670/-, 1st Interim Dividend
2010-11 of ` 34,340/- and 2nd Interim Dividend 2010-11 of
5.
The dividend on Equity Shares, if declared at the ` 20,017/- to the IEPF.
Annual General Meeting will be payable on or after
September 7, 2018 to those members of the Company The Company has been sending reminders to those
whose names appear: members having unpaid/unclaimed dividends before
transfer of such dividend(s) to IEPF. Details of the
a) As Beneficial Owners as at the end of business hours unpaid/unclaimed dividend are also uploaded as per the
on August 31, 2018 as per the list to be furnished by requirements, on the Company’s website www.kewalkiran.
National Securities Depository Limited and Central com. Members, who have not encashed their dividend
Depository Services (India) Limited, in respect of the pertaining to Final Dividend 2010-11, 1st Interim Dividend
shares held in electronic form and 2011-12 and 2nd Interim Dividend 2011-12, are advised to
write to the Company immediately claiming dividends
b)
As members on the Register of Members of the declared by the Company.
Company as at September 4, 2018 after giving effect
to valid transfers in respect of transfer request lodged 10. Pursuant to the Investor Education and Protection Fund
with the Company on or before the close of business Authority (Accounting, Audit, Transfer and Refund) Rules,
hours on August 31, 2018. 2016 all shares in respect of which dividend has not
been paid or claimed for seven consecutive years shall
6. The Securities and Exchange Board of India (SEBI) and be transferred by the Company to the designated Demat
the Reserve Bank of India (RBI) have advised all listed Account of the IEPF Authority (‘IEPF Account’) within
companies to mandatorily use the National Electronic a period of thirty days of such shares becoming due to
Clearing Services (NECS) facility wherever possible for be transferred to the IEPF Account. Accordingly, the
dividend payment to the shareholders. In view of this Company had transferred 402 equity shares of ` 10 each
stipulation the Company proposes to implement the NECS to the IEPF Account on which the dividends remained
facility. Members are requested to provide the Company unpaid or unclaimed for seven consecutive years after
with NECS mandate for crediting the future dividend following the prescribed procedure. All the shareholders
payment directly to their respective bank accounts. The who have not claimed/ encashed their dividends in the
5
last seven consecutive years from 2011 are requested to and manner of e-voting with attendance slip and proxy
claim the same by October 12, 2018. In case valid claim form are being sent to all the members whose email IDs
is not received by that date, the Company will proceed are registered with the Company/ Depository Participant
to transfer the respective shares to the IEPF Account in and have given their positive consent to receive the same
terms of the said rules. In this regard, the Company has through electronic means. Members are also being sent
individually informed the shareholders concerned and physical copy of the notice of the 27th Annual General
also published notice in the newspapers as per the said Meeting of the Company inter alia indicating the process
rules. The details of such shareholders and shares due and manner of e-voting with attendance slip and proxy
for transfer are uploaded on the ‘Investors Section’ of the form in the permitted mode.
website of the Company viz. www.kewalkiran.com.
19. Even after registering for e-communication members are
11.
Members holding shares in the same set of names entitled to receive such communication in physical form,
under different ledger folios are requested to apply for upon making a request for the same, free of cost. For any
consolidation of such folios along with relevant share communication, the shareholders may also send requests
certificates to the Company’s Registrar & Transfer Agents, to the Company’s investor e-mail ID grievanceredressal@
Link Intime India Private Limited, C 101, 247 Park, LBS kewalkiran.com
Marg, Vikhroli (West), Mumbai - 400 083.
20. Members who have not registered their e-mail address
12.
Members holding shares in physical segment are so far are requested to register their e-mail address for
requested to notify change in their address/status, if receiving all communication including Annual Report,
any, immediately to the Company’s Registrar & Transfer Notices, Circulars, etc from the Company electronically.
Agents, M/s. Link Intime India Private Limited, C 101, 247
Park, LBS Marg, Vikhroli (West), Mumbai - 400 083. 21. Voting through Electronic means:
13.
The Company has designated an exclusive E-mail ID a) Pursuant to Section 108 of the Companies Act, 2013
called [email protected] for redressal read with Rule 20 of the Companies (Management
of shareholder complaints/grievances. In case you have and Administration) Rules, 2014, Regulation 44 of
any queries/complaints or grievances then please write to SEBI (Listing Obligation and Disclosure Requirements)
us at [email protected]. Regulation, 2015 and Secretarial Standard on General
Meeting (SS 2) as amended from time to time, the
14. Members who would like to ask any questions on the Company is pleased to provide its members the
accounts are requested to send their questions at facility of ‘remote e-voting’ (e-voting from a place
Registered Office of the Company at least 10 days before other than venue of the AGM) to exercise their right
the Annual General Meeting to enable the Company to to vote at the 27th Annual General Meeting (AGM).
answer their queries satisfactorily. The business may be transacted through e-voting
services rendered by Central Depository Services
15. Members are requested to bring their copies of the Annual (India) Limited (CDSL).
Report to the Annual General Meeting. Members may also
note that the Notice of the 27th Annual General Meeting b) The facility for voting, either through electronic voting
and Annual Report will be available on the Company’s system or through ballot shall be made available at
website, www.kewalkiran.com for download and the the venue of the 27th AGM. The members attending
physical copies of the aforesaid documents will also be the meeting, who have not already casted their vote
available at the Company’s registered office for inspection through remote e-voting shall be able to exercise their
during normal business hours (10.00 am to 1.00 pm) on all voting rights at the meeting. The members who have
working days except Sundays up to and including the date already casted their vote through remote e-voting
of the Annual General Meeting of the Company. may attend the meeting but shall not be entitled to
cast their vote again at the AGM.
16. The members/proxies should bring the attendance slip
duly filled in and signed for attending the meeting. c) The Company has appointed Mr. Ummedmal P. Jain,
Practicing Company Secretary (CP No. 2235) of
17. Electronic copy of Annual Report for the year 2017-18 is M/s. U. P. Jain & Co. as the Scrutiniser to scrutinise
being sent to all members whose email IDs are registered the e-voting process in a fair and transparent manner.
with the Company/Depository Participant(s) and have
given their positive consent to receive the same through d) The instructions for shareholders voting electronically
electronic means. Members are also being sent physical are as under:
copies of the Annual Report in the permitted mode.
(i) The voting period begins on Saturday, September
18. Electronic copy of the notice of the 27th Annual General 1, 2018 at 9.00 a.m and ends on Monday,
Meeting of the Company inter alia indicating the process September 3, 2018 at 5.00 p.m. During this
6
period shareholders’ of the Company, holding 2. For NSDL: 8 Character DP ID followed by
shares either in physical form or in dematerialised 8 Digits Client ID,
form, as on the cut-off date i.e. Tuesday, August
3.
Members holding shares in Physical Form
28, 2018, may cast their vote electronically. The
should enter Folio Number registered with
e-voting module shall be disabled by CDSL for
the Company.
e-voting thereafter.
(v) Next enter the Image Verification as displayed
(ii) The shareholders should log on to the e-voting and Click on Login.
website www.evotingindia.com.
(vi) If you are holding shares in demat form and had
(iii) Click on Shareholders / Members
logged on to www.evotingindia.com and voted
(iv) Now Enter your User ID on an earlier voting of any Company, then your
existing password is to be used.
1. For CDSL: 16 digits beneficiary ID,
(vii) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat
shareholders as well as physical shareholders)
PAN Members who have not updated their PAN with the Company/ Depository Participant are requested
to use the sequence number which is printed on Postal Ballot/ Attendance Slip indicated in the
PAN field.
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat
Dividend Bank
account or in the Company records in order to login.
Details or Date of
If both the details are not recorded with the depository or Company please enter the member ID/ folio
Birth (DOB)
number in the Dividend Bank details field as mentioned in instruction (iv).
(viii) After entering these details appropriately, click (xiii)

Click on the ‘RESOLUTIONS FILE LINK’ if you
on ‘SUBMIT’ tab. wish to view the entire Resolution details.
(ix)
Members holding shares in physical form will (xiv) After selecting the resolution you have decided
then directly reach the Company selection to vote on, click on ‘SUBMIT’. A confirmation box
screen. However, members holding shares in will be displayed. If you wish to confirm your vote,
demat form will now reach ‘Password Creation’ click on ‘OK’, else to change your vote, click on
menu wherein they are required to mandatorily ‘CANCEL’ and accordingly modify your vote.
enter their login password in the new password
(xv) Once you ‘CONFIRM’ your vote on the resolution,
field. Kindly note that this password is to be
you will not be allowed to modify your vote.
also used by the demat holders for voting for
resolutions of any other Company on which they (xvi) You can also take a print of the votes cast by
are eligible to vote, provided that Company opts clicking on ‘Click here to print’ option on the
for e-voting through CDSL platform. It is strongly Voting page.
recommended not to share your password with
(xvii) If Demat account holder has forgotten the
any other person and take utmost care to keep
changed password then Enter the User ID and
your password confidential.
the image verification code and click on Forgot
(x)
For Members holding shares in physical form, Password and enter the details as prompted by
the details can be used only for e-voting on the the system.
resolutions contained in this Notice.
(xviii) Shareholders can also cast their vote using CDSL’s
(xi) Click on the EVSN for KEWAL KIRAN CLOTHING mobile app m-Voting available for android based
LIMITED on which you choose to vote. mobiles. The m-Voting app can be downloaded
from Google Play Store. Apple and Windows
(xii) On the voting page, you will see ‘RESOLUTION
phone users can download the app from the App
DESCRIPTION’ and against the same the option
Store and the Windows Phone Store respectively.
‘YES/NO’ for voting. Select the option YES or
Please follow the instructions as prompted by the
NO as desired. The option YES implies that you
mobile app while voting on your mobile.
assent to the Resolution and option NO implies
that you dissent to the Resolution. (xix)
Note for Non-Individual Shareholders and
Custodians:
7
Non-Individual shareholders (i.e. other than EXPLANATORY STATEMENT IN RESPECT OF THE

Individuals, HUF, NRI etc.) and Custodian are SPECIAL BUSINESS PURSUANT TO SECTION 102 OF
required to log on to www.evotingindia.com THE COMPANIES ACT, 2013 (‘ACT’)
and register themselves as Corporates.
Item No. 4

A scanned copy of the Registration Form Pursuant to Regulation 36 of the SEBI (Listing Obligation and
bearing the stamp and sign of the entity Disclosure Requirements Regulations) 2015 and Secretarial
should be emailed to helpdesk.evoting@ Standard SS-2 the brief profile of Ms. Drushti R. Desai,
cdslindia.com. (DIN: 00294249) who is proposed to be re-appointed as an
Independent Non-Executive Director of the Company for a
After receiving the login details a compliance
second consecutive term of 5 consecutive years w.e.f. August
user should be created using the admin login
28, 2019 to August 27, 2024.
and password. The Compliance user would
be able to link the account(s) for which they
Ms. Drushti Desai (age 45 years) is an Independent Non-
wish to vote on.
Executive Director of the Company. She was first appointed on
The list of accounts linked in the login should the board of your Company on July 23, 2014.
be mailed to helpdesk.evoting@cdslindia.
com and on approval of the accounts they Ms. Desai is a member of the Institute of Chartered
would be able to cast their vote. Accountants of India (ICAI). She is a partner at Bansi S. Mehta &
Co. a leading Chartered Accountant Firm in Mumbai. Ms. Desai
A scanned copy of the Board Resolution and
brings over 19 years of rich experience in valuation of shares,
Power of Attorney (POA) which they have
businesses and intangibles, advisory services on schemes
issued in favour of the Custodian, if any,
relating to mergers, acquisitions, spin-offs and other forms
should be uploaded in PDF format in the
of corporate restructuring and family settlements, financial
system for the scrutiniser to verify the same.
and management advice, corporate and individual taxation
(Income-tax, Wealth-tax, Gift-tax).
(xx) In case you have any queries or issues regarding
e-voting, you may refer the Frequently Asked
Pursuant to Section 149(10) of the Companies Act, 2013 an
Questions (‘FAQs’) and e-voting manual available
Independent Director shall hold office for a term of upto five
at www.evotingindia.com, under help section or
consecutive years on the Board of a Company, but shall be
write an email to helpdesk.evoting@cdslindia.
eligible for re-appointment on passing a special resolution by
com.
the Company for another term of upto five consecutive years
on the Board of a Company.
e)
The voting rights of Shareholders shall be in
proportion to their share of the paid up capital of the
Ms. Desai was appointed as an Independent Non-Executive
Company as on the cut-off date, August 28, 2018.
Director in the 23rd AGM held on August 28, 2014 for a term of
five consecutive years from August 28, 2014 upto August 27,
f) The Scrutiniser shall after scrutinising the votes cast at
2019 by the members of your Company.
the AGM (Poll) and through remote e-voting not later
than 48 (forty eight) hours from the conclusion of the
In the performance evaluation conducted for the financial
AGM, make a consolidated Scrutiniser’s Report and
year 2017-18 the performance of Ms. Desai was evaluated to
submit it to the Chairman or any Director authorised
be satisfactory in the effective and efficient discharge of her
by the Board. The results declared alongwith the
role and responsibilities as an independent director of the
consolidated Scrutiniser’s report shall be placed on
Company. The Board and its Committees have benefitted from
the website of the Company and of CDSL. The results
her relevant specialisation and expertise. The Board has, based
shall simultaneously be communicated to the Stock
on the performance evaluation and on the recommendation of
Exchanges where the Company’s shares are listed.
Nomination and Remuneration Committee and in terms of the
provisions of Sections 149, 150, 152 and any other applicable
g)
Subject to the receipt of the requisite number of
provisions of the Companies Act, 2013 read with Schedule
votes, the Resolutions shall be deemed to be passed
IV to the Act and the SEBI (Listing Obligation and Disclosure
on the date of the AGM i.e. September 4, 2018.
Requirements) Regulation, 2015 and subject to the approval
of the members, approved the re-appointment of Ms. Desai
22. Details as required in sub-regulation (3) of Regulation 36 of
as an Independent Director not liable to retire by rotation and
the SEBI (Listing Obligations and Disclosure Requirements)
offering herself for re-appointment for second consecutive
Regulations, 2015 (‘Listing Regulations’) and Secretarial
term of 5 (five) consecutive years from August 28, 2019 upto
Standard on General Meeting (SS-2) of ICSI in respect
August 27, 2024.
of the Directors seeking appointment/re-appointment at
the AGM, forms integral part of the Notice of the AGM.
Ms. Desai is not disqualified from being re-appointed as a
Requisite declarations have been received from the
Director in terms of Section 164 of the Companies Act, 2013
Directors for seeking appointment/re-appointment.
8
and has given her consent to act as Independent Director your Company and also available on your Company’s website.
of the Company. She meets the criteria of independence as
prescribed under Section 149(6) of the Companies Act, 2013 Except for the sitting fees for attending Board/ Committee
and SEBI (Listing Obligations and Disclosure Requirement) meetings Ms. Desai is not having any other pecuniary
Regulations, 2015. In the opinion of the Board, Ms. Desai fulfils relationship or transaction with the Company. The sitting fees
the conditions for appointment as an Independent Director proposed to be paid to the Non-Executive Directors is within
as specified under the Companies Act, 2013 and rules made the statutory limits prescribed under the Companies Act, 2013
thereunder and SEBI (Listing Obligations and Disclosure and the rules made thereunder for payment of sitting fees
Requirements) Regulations, 2015 and is independent of the without the approval of the Central Government. Ms. Desai
management. was in receipt of ` 7,60,000/- as sitting fees during the year
under review.
Copy of the draft letter for appointment of Ms. Desai as an
Independent Non-Executive Director setting out terms and As on the date of this notice Ms. Desai does not hold any
conditions would be available for inspection without any fee by shares in the Company. She is not related to any Directors of
the members at the Registered Office of the Company during the Company. In the financial year under review 5 meeting of
normal business hours (9:00 a.m. to 5:00 p.m.) on any working the Board of Directors were held and Ms. Desai attended all
day, except Saturday, upto and including the date of AGM of the 5 Board Meetings.
The details of directorships of Ms. Desai in other Companies as on the date of this notice are as follows:
NAME OF THE COMPANY BOARD POSITION HELD
Globallogic Technologies Limited Director
Globallogic India Limited Director
Chemfab Alkalis Limited (Formerly known as Teamec Chlorates Limited) Director
Narmada Gelatines Limited Director
Kruti Finance and Holdings Private Limited Director
The details of committee membership/chairmanship of Ms. Drushti Desai in other companies as on the date of this notice are
as follows:
NAME OF THE COMPANY Name of the Committee POSITION HELD
Globallogic Technologies Limited Audit Committee Chairman
Globallogic India Limited Audit Committee Chairman
Narmada Gelatines Limited Audit Committee Member
Chemfab Alkalis Limited (Formerly known as Teamec Chlorates Limited) Audit Committee Member
Chemfab Alkalis Limited (Formerly known as Teamec Chlorates Limited) Stakeholder Relationship Committee Chairman
Globallogic Technologies Limited Nomination & Remuneration Committee Chairman
Globallogic India Limited Nomination & Remuneration Committee Chairman
Chemfab Alkalis Limited (Formerly known as Teamec Chlorates Limited) Nomination & Remuneration Committee Member
Globallogic Technologies Limited Corporate Social Responsibility Committee Member
Globallogic India Limited Corporate Social Responsibility Committee Member
Narmada Gelatines Limited Sexual Harassment Complaint Committee Member
The Board considers Ms. Desai’s continued association with Item No. 5
your Company will be of immense benefit and accordingly Pursuant to Regulation 36 of the SEBI (Listing Obligation and
recommends the Special Resolution for re-appointment of Disclosure Requirements Regulations) 2015 and Secretarial
Ms. Desai as an Independent Director for another consecutive Standard SS-2 the brief profile of Mr. Nimish G. Pandya,
term of five consecutive years with effect from August 28, 2019 (DIN: 00326966) who is proposed to be re-appointed as the
upto August 27, 2024, for the approval of the members of your Independent Non-Executive Director of the Company for a
Company. second consecutive term of 5 consecutive years w.e.f. April 1,
2019 to March 31, 2024.
Except Ms. Drushti Desai, being an appointee, none of the
Directors and Key Managerial Personnel of the Company are Mr. Nimish Pandya (age 64 years) is an Independent Non-
in any way concerned/interested in the said resolution. Executive Director of your Company. He was first appointed
on the board of your Company on November 14, 2005.
This Explanatory Statement together with the acCompanying
Notice of the AGM may also be regarded as a disclosure under Mr. Pandya studied law from the University of Mumbai and is a
Regulation 36(3) of SEBI (Listing Obligations and Disclosure member of the Bar Council of Maharashtra. He was appointed
Requirements) Regulations, 2015 and Secretarial Standard on as a Notary Public by the Government of Maharashtra in 1993.
General Meetings (SS-2) of ICSI. Mr. Pandya is the proprietor of Pandya & Co., Advocates
9
and Notary and the founding partner at Pandya Juris LLP, Mr. Pandya is not disqualified from being re-appointed as a
International Lawyers & Tax Consultants. An eminent lawyer, Director in terms of Section 164 of the Companies Act, 2013
Mr. Pandya specialises in mergers and acquisitions, litigation and has given his consent to act as Independent Director
and arbitration, trusts and charities, corporate, commercial and of the Company. He meets the criteria of independence as
financial planning and execution, including transaction support prescribed under Section 149(6) of the Companies Act, 2013
and contracts, intellectual property, technology, media and and SEBI (Listing Obligations and Disclosure Requirement)
communications, competition and trade, conveyancing and Regulations, 2015. In the opinion of the Board, Mr. Pandya
real estates and family and personal law. fulfils the conditions for appointment as an Independent
Director as specified under the Companies Act, 2013 and rules
Pursuant to Section 149(10) of the Companies Act, 2013 an made thereunder and SEBI (Listing Obligations and Disclosure
Independent Director shall hold office for a term of upto five Requirements) Regulations, 2015 and is independent of the
consecutive years on the Board of a Company, but shall be management.
eligible for re-appointment on passing a special resolution by
the Company for another term of upto five consecutive years Copy of the draft letter for appointment of Mr. Pandya as an
on the Board of a Company. Independent Non-Executive Director setting out terms and
conditions would be available for inspection without any fee by
Mr. Pandya was appointed as an Independent Non-Executive the members at the Registered Office of the Company during
Director in the 23rd AGM held on August 28, 2014 to hold office normal business hours (9:00 a.m. to 5:00 p.m.) on any working
for a term of five consecutive years from April 1, 2014 upto day, except Saturday, upto and including the date of AGM of
March 31, 2019 by the members of your Company. your Company and also available on your Company’s website.
In the performance evaluation conducted for the financial Except for the sitting fees for attending Board/ committee
year 2017-18 the performance of Mr. Pandya was evaluated to meetings Mr. Pandya is not having any other pecuniary
be satisfactory in the effective and efficient discharge of his relationship or transaction with the Company save an except
role and responsibilities as an independent director of the an amount of ` 5,50,260/- paid by way of professional fees
Company. The Board and its Committees have benefitted from to Pandya & Co., Advocates and Notary to represent the
his relevant specialisation and expertise. The Board has, based Company in a matter before the Hon’ble High Court. The
on the performance evaluation and on the recommendation sitting fees proposed to be paid to the Non Executive Directors
of Nomination and Remuneration Committee and in terms is within the statutory limits prescribed under the Companies
of the provisions of Sections 149, 150, 152 and any other Act, 2013 and the rules made thereunder for payment of
applicable provisions of the Companies Act, 2013 read with sitting fees without the approval of the Central Government.
Schedule IV to the Act and the SEBI (Listing Obligation and Mr. Pandya was in receipt of ` 6,60,000/- as sitting fees during
Disclosure Requirements) Regulation, 2015 and subject to the the year under review.
approval of the members, approved the re-appointment of
Mr. Pandya as an Independent Director not liable to retire by Mr. Pandya does not hold any shares in the Company as on
rotation and offering himself for re-appointment for second the date of this notice. He is not related to any Director of
consecutive term of 5 (five) consecutive years from April 1, the Company. In the financial year under review 5 meeting
2019 upto March 31, 2024. of the Board of Directors were held and Mr. Pandya attended
4 Board Meetings.
The details of directorships of Mr. Nimish Pandya in other companies as on the date of this notice are as follows:
Corvus Sports Private Limited Director
Streamcast Studios Private Limited Director
Streamcast Media Private Limited Director
Streamcast Education Services Private Limited Director
Streamcast Logitech Private Limited Director
Streamcast Cloud Private Limited Director
Mr. Nimish Pandya does not hold any committee membership/ Except Mr. Nimish Pandya, being an appointee, none of the
chairmanship in other companies as on date of this notice. Directors and Key Managerial Personnel of the Company are in
any way concerned/interested in the said resolution.
The Board considers Mr. Pandya’s continued association with
your Company will be of immense benefit and accordingly This Explanatory Statement together with the accompanying
recommends the Special Resolution for re-appointment Notice of the AGM may also be regarded as a disclosure under
of Mr. Pandya as an Independent Director for another Regulation 36(3) of SEBI (Listing Obligations and Disclosure
consecutive term of five consecutive years with effect from Requirements) Regulations, 2015 and Secretarial Standard on
April 1, 2019 upto March 31, 2024, for the approval of the General Meetings (SS-2) of ICSI.
members of your Company.
10
Item No. 6 an Independent Director not liable to retire by rotation and
Pursuant to Regulation 36 of the SEBI (Listing Obligation and offering himself for re-appointment for second consecutive
Disclosure Requirements Regulations) 2015 and Secretarial term of 5 (five) consecutive years from April 1, 2019 upto March
Standard SS-2 the brief profile of Dr. Prakash A. Mody, 31, 2024.
(DIN: 00001285) who is proposed to be Re-appointed as the
Independent Non-Executive Director of the Company for a Dr. Mody is not disqualified from being re-appointed as a
second consecutive term of 5 consecutive years w.e.f. April 1, Director in terms of Section 164 of the Companies Act, 2013
2019 to March 31, 2024. and has given his consent to act as Independent Director
of the Company. He meets the criteria of independence as
Dr. Prakash Mody (age 65 years) is an Independent Non- prescribed under section 149(6) of the Companies Act, 2013
Executive Director of the Company. He was first appointed on and SEBI (Listing Obligations and Disclosure Requirement)
the board of your Company on November 14, 2005. Regulations, 2015. In the opinion of the Board, Dr. Mody fulfils
the conditions for appointment as an Independent Director
Dr. Mody is the Chairman and Managing Director of Unichem as specified under the Companies Act, 2013 and rules made
Laboratories Limited. He brings a rich experience in marketing, thereunder and SEBI (Listing Obligations and Disclosure
research and production. Dr. Mody is a Doctorate (Ph.D.) Requirements) Regulations, 2015 and is independent of the
in organic chemistry from the University of Mumbai. He has management.
also persued Marketing Management from Jamnalal Bajaj
University of Management Studies, University of Mumbai and is Copy of the draft letter for appointment of Dr. Mody as an
an alumnus of the Harvard Business School having undergone Independent Non-Executive Director setting out terms and
the Owners Presidents Management Programme. conditions would be available for inspection without any fee by
the members at the Registered Office of the Company during
Dr. Mody was appointed as an Independent Non-Executive normal business hours (9:00 a.m. to 5:00 p.m.) on any working
Director in the 23rd AGM held on August 28, 2014 to hold office day, except Saturday, upto and including the date of AGM of
for a term of five consecutive years from April 1, 2014 upto your Company and also available on your Company’s website.
March 31, 2019 by the members of your Company.
Except for the sitting fees for attending Board/committee
In the performance evaluation conducted for the financial meetings Dr. Mody is not having any other pecuniary
year 2017-18 the performance of Dr. Mody was evaluated to relationship or transaction with the Company. The sitting fees
be satisfactory in the effective and efficient discharge of his proposed to be paid to the Non-Executive Directors is within
role and responsibilities as an independent director of the the statutory limits prescribed under the Companies Act, 2013
Company. The Board and its Committees have benefitted from and the rules made thereunder for payment of sitting fees
his relevant specialisation and expertise. The Board has, based without the approval of the Central Government. Dr. Mody was
on the performance evaluation and on the recommendation of in receipt of ` 3,00,000/- as sitting fees during the year under
Nomination and Remuneration Committee and in terms of the review.
provisions of Sections 149, 150, 152 and any other applicable
provisions of the Companies Act, 2013 read with Schedule As on the date of this notice Dr. Mody holds 336 shares in the
IV to the Act and the SEBI (Listing Obligation and Disclosure Company. He is not related to any Director of the Company.
Requirements) Regulation, 2015 and subject to the approval In the financial year under review 5 meeting of the Board of
of the members, approved the re-appointment of Dr. Mody as Directors were held and Dr. Mody attended 3 Board Meetings.
The details of other directorships of Dr. Prakash Mody as on the date of this notice are as follows:
Unichem Laboratories Limited Chairman
Unichem Pharmaceuticals (USA) Inc. Director
The details of committee membership/chairmanship in other companies of Dr. Prakash Mody as on the date of this notice are
as follows:
NAME OF THE COMPANY Name of the Committee POSITION HELD
Unichem Laboratories Limited Corporate Social Responsibility Committee Chairman
Unichem Laboratories Limited Stakeholder and Relationship Committee Member
The Board considers Dr. Mody’s continued association with Except Dr. Prakash Mody, being an appointee, none of the
your Company will be of immense benefit and accordingly Directors and Key Managerial Personnel of the Company are
recommends the Special Resolution for re-appointment of in any way concerned/interested in the said resolution.
Dr. Mody as an Independent Director for another consecutive
term of five consecutive years with effect from April 1, 2019 This Explanatory Statement together with the accompanying
upto March 31, 2024, for the approval of the members of your Notice of the AGM may also be regarded as a disclosure under
Company. Regulation 36(3) of SEBI (Listing Obligations and Disclosure
11
Requirements) Regulations, 2015 and Secretarial Standard on and SEBI (Listing Obligations and Disclosure Requirement)
General Meetings (SS-2) of ICSI. Regulations, 2015. In the opinion of the Board, Mr. Thar fulfils
the conditions for appointment as an Independent Director
Item No. 7 as specified under the Companies Act, 2013 and rules made
Pursuant to Regulation 36 of the SEBI (Listing Obligation and thereunder and SEBI (Listing Obligations and Disclosure
Disclosure Requirements Regulations) 2015 and Secretarial Requirements) Regulations, 2015 and is independent of the
Standard SS-2 the brief profile of Mr. Yogesh A. Thar, management.
(DIN: 02687466) who is proposed to be re-appointed as the
Independent Non-Executive Director of the Company for a Copy of the draft letter for appointment of Mr. Thar as an
second consecutive term of 5 consecutive years w.e.f. April 1, Independent Non-Executive Director setting out terms and
2019 to March 31, 2024 conditions would be available for inspection without any fee by
the members at the Registered Office of the Company during
Mr. Yogesh Thar (age 56 years) is an Independent normal business hours (9:00 a.m. to 5:00 p.m.) on any working
Non-Executive Director of your Company. He was first day, except Saturday, upto and including the date of AGM of
appointed on the board of your Company on February 13, 2013. your Company and also available on your Company’s website.
Mr. Thar is a member of the Institute of Chartered Accountants Except for the sitting fees for attending Board/ Committee
of India (ICAI). He is a senior partner at Bansi S. Mehta & Co. meetings Mr. Thar is not having any other pecuniary relationship
a leading Chartered Accountant Firm in Mumbai. Mr. Thar or transaction with the Company. The sitting fees proposed to
has near three decades of experience in business mergers, be paid to the Non-Executive Directors is within the statutory
acquisitions and restructuring, business valuations, corporate limits prescribed under the Companies Act, 2013 and the
taxation and taxation of non-resident citizens and foreign rules made thereunder for payment of sitting fees without the
companies. approval of the Central Government. Mr. Thar was in receipt of
` 7,60,000/- as sitting fees during the year under review.
Pursuant to Section 149(10) of the Companies Act, 2013 an
Independent Director shall hold office for a term of upto five As on the date of this notice Mr. Thar does not hold any
consecutive years on the Board of a Company, but shall be shares in the Company. He is not related to any Director of the
eligible for re-appointment on passing a special resolution by Company. In the financial year under review 5 meeting of the
the Company for another term of upto five consecutive years Board of Directors were held and Mr. Thar attended all the 5
on the Board of a Company. Board Meetings.
Mr. Thar was appointed as an Independent Non-Executive Mr. Thar is not holding directorship or committee membership/
Director in the 23rd AGM held on August 28, 2014 to hold office chairmanship in any other Company.
for a term of five consecutive years from April 1, 2014 upto
March 31, 2019 by the members of your Company. The Board considers Mr. Thar’s continued association with
your Company will be of immense benefit and accordingly
In the performance evaluation conducted for the financial recommends the Special Resolution for re-appointment of
year 2017-18 the performance of Mr. Thar was evaluated to Mr. Thar as an Independent Director for another consecutive
be satisfactory in the effective and efficient discharge of his term of five consecutive years with effect from April 1, 2019
role and responsibilities as an independent director of the upto March 31, 2024, for the approval of the members of your
Company. The Board and its Committees have benefitted from Company.
his relevant specialisation and expertise. The Board has, based
on the performance evaluation and on the recommendation of Except Mr. Yogesh Thar, being an appointee, none of the
Nomination and Remuneration Committee and in terms of the Directors and Key Managerial Personnel of the Company are
provisions of Sections 149, 150, 152 and any other applicable in any way concerned/interested in the said resolution.
provisions of the Companies Act, 2013 read with Schedule
IV to the Act and the SEBI (Listing Obligation and Disclosure This Explanatory Statement together with the accompanying
Requirements) Regulation, 2015 and subject to the approval Notice of the AGM may also be regarded as a disclosure under
of the members, approved the re-appointment of Mr. Thar as Regulation 36(3) of SEBI (Listing Obligations and Disclosure
an Independent Director not liable to retire by rotation and Requirements) Regulations, 2015 and Secretarial Standard on
offering himself for re-appointment for second consecutive General Meetings (SS-2) of ICSI.
term of 5 (five) consecutive years from April 1, 2019 upto March
31, 2024. Item No. 8
Pursuant to Regulation 36 of the SEBI (Listing Obligation and
Mr. Thar is not disqualified from being re-appointed as a Disclosure Requirements Regulations) 2015 and Secretarial
Director in terms of Section 164 of the Companies Act, 2013 Standard SS-2 the brief profile of Mr. Hemant P. Jain
and has given his consent to act as Independent Director (DIN: 00029822) who is proposed to be appointed as the
of the Company. He meets the criteria of independence as Whole-time Director of the Company for 5 years w.e.f.
prescribed under Section 149(6) of the Companies Act, 2013 September 1, 2019 to August 31, 2024 Mr. Hemant P. Jain (age
12
54 years) is the Wholetime Executive Director of your Company. Mr. Jain is not disqualified from being re-appointed as a
Mr. Jain is also one of the Promoter’s of your Company and Director in terms of Section 164 of the Companies Act, 2013
was first appointed as a Director of your Company on January and has given his consent to act as Whole-time Director of
30, 1992. He joined the business at early age after completing your Company. He satisfies all the conditions pertaining to
school and had to forgo his formal education. He learnt the appointment as a Wholetime Director as set out in Section
business on the job and leads the marketing functions of your 196(3) and Part-I of Schedule V of the Companies Act, 2013.
Company. He has an overall experience of 35 years. He was
instrumental in launching the brands of your Company as well Mr. Jain holds 7,07,915 shares of your Company, which includes
as setting up and expanding the network of the retail stores 16,000 shares held as a Karta of Hemant P. Jain (H.U.F) and
of your Company under the banner of K-LOUNGE. An avid 78,400 shares held j/w Lata H. Jain in the Company as on the
traveler and field person, he keeps a keen eye on the latest date of this notice.
trends in international fashion.
Mr. Hemant P. Jain, Mr. Kewalchand P. Jain, Mr. Dinesh P. Jain
In the performance evaluation conducted for the financial and Mr. Vikas P. Jain are brothers. In the financial year under
year 2017-18 the performance of Mr. Jain was evaluated to review 5 meeting of the Board of Directors were held and
be satisfactory in the effective and efficient discharge of his Mr. Hemant P. Jain has attended all the 5 Board Meetings.
role and responsibilities as an independent director of the
Company. The Board and its Committees have benefitted from The major terms and conditions of Mr. Jain’s appointment
his relevant specialisation and expertise. The Board has, based including details of proposed remuneration as recommended
on the performance evaluation and on the recommendation by the Nomination and Remuneration Committee in its
of Nomination and Remuneration Committee and subject to meeting held on April 23, 2018 for the ensuing term of 5 years
the approval of the members in the ensuing annual general w.e.f. September 1, 2019 to August 31, 2024 is as per the
meeting, approved the re-appointment of Mr. Jain as Whole- resolution at Item No. 8 of the Notice convening this meeting
time Director of your Company for a further period of five read with explanatory statement thereto. The last drawn
years, post completion of his present term on August 31, 2019. remuneration by Mr. Hemant Jain was `79,89,600/- per annum
(including perquisites).
The details of directorships of Mr. Hemant P. Jain in other Companies as on the date of this notice are as follows:
Kewal Kiran Management Consultancy Limited. Director
Mr. Hemant Jain does not hold any committee membership/ net profits.
chairmanship in other companies as on date of this notice.
Your Directors have recommended the Special Resolution for
Pursuant to sub-regulation 6 of Regulation 17 of Securities and approval of members.
Exchange Board of India (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018 which will Except Mr. Kewalchand P. Jain, Mr. Hemant P. Jain, Mr. Dinesh
come into effect from April 1, 2019 the fees or compensation P. Jain and Mr. Vikas P. Jain, no other Directors/ Key Managerial
payable to Executive Directors who are promoters or members Personnel of the Company are in any way concerned/
of the promoter group, shall be subject to the approval of the interested in the said resolution.
shareholders by special resolution in general meeting, if:
Item No. 9
(i)
the annual remuneration payable to such executive
Pursuant to Regulation 36 of the SEBI (Listing Obligation and
director exceeds rupees 5 crore or 2.5 per cent of the net
Disclosure Requirements Regulations) 2015 and Secretarial
profits of the listed entity, whichever is higher; or
Standard SS-2 the brief profile of Mr. Dinesh P. Jain,
(ii) where there is more than one such director, the aggregate (DIN: 00327277) who is proposed to be appointed as
annual remuneration to such directors exceeds 5 per cent the Whole-time Director of the Company for 5 years
of the net profits of the listed entity. w.e.f. September 1, 2019 to August 31, 2024
The aggregate annual remuneration drawn by all the Executive Mr. Dinesh Jain (age 49 years) is the Wholetime Executive
Directors of your Company may exceeds 5 per cent of the Director of your Company. Mr. Jain is also one of the Promoter’s
13
of your Company and was first appointed as a Director of Director in terms of Section 164 of the Companies Act, 2013
your Company on October 2, 1997. He joined the business at and has given his consent to act as Wholetime Director of
early age after completing school and had to forgo his formal the Company. He satisfies all the conditions pertaining to the
education. Mr. Jain heads the manufacturing operations of appointment as a Wholetime Director as set out in Section
the Company. He has an overall experience of 28 years and 196(3) and Part-I of Schedule V of the Companies Act, 2013.
specialises in Production, HR and IR related issues. Mr. Jain is
also responsible for ensuring optimum utilisation of production Mr. Jain holds 7,45,831 shares which includes 16,000 shares
facilities of your Company at its units at Dadar, Goregaon, as a Karta of Dinesh P. Jain (H.U.F) and 100,401 shares held j/w
Daman and Vapi. Sangeeta D. Jain in the Company as on the date of this notice.
In the performance evaluation conducted for the financial Mr. Dinesh P. Jain, Mr. Kewalchand P. Jain, Mr. Hemant P. Jain
year 2017-18 the performance of Mr. Jain was evaluated to and Mr. Vikas P. Jain are brothers. In the financial year under
be satisfactory in the effective and efficient discharge of his review 5 meeting of the Board of Directors were held and
role and responsibilities as an independent director of the Mr. Dinesh P. Jain has attended all the 5 Board Meetings.
Company. The Board and its Committees have benefitted from
his relevant specialisation and expertise. The Board has, based The major terms and conditions of Mr. Jain’s appointment
on the performance evaluation and on the recommendation including details of proposed remuneration as recommended
of Nomination and Remuneration Committee and subject to by the Nomination and Remuneration Committee in its
the approval of the members in the ensuing annual general meeting held on April 23, 2018 for the ensuing term of 5 years
meeting, approved the re-appointment of Mr. Jain as w.e.f. September 1, 2019 to August 31, 2024 is as per the
Whole-time Director of your Company for a further period resolution at Item No. 9 of the Notice convening this meeting
of five years, post completion of his present term on read with explanatory statement thereto. The last drawn
August 31, 2019. remuneration by Mr. Jain was `79,89,600/- per annum
(including perquisites).
Mr. Jain is not disqualified from being re-appointed as a
The details of directorships of Mr. Dinesh P. Jain in other Companies as on the date of this notice are as follows:
Synthofine Chemicals of India Limited Director
Mr. Dinesh Jain does not hold any committee membership/ approval of members.
chairmanship in other companies as on date of this notice.
Except Mr. Kewalchand P. Jain, Mr. Hemant P. Jain, Mr. Dinesh
Pursuant to sub-regulation 6 of Regulation 17 of Securities and P. Jain and Mr. Vikas P. Jain, no other Directors/ Key Managerial
Exchange Board of India (Listing Obligations and Disclosure Personnel of the Company are in any way concerned/
Requirements) (Amendment) Regulations, 2018 which will interested in the said resolution.
come into effect from April 1, 2019 the fees or compensation
payable to Executive Directors who are promoters or members Item No. 10
of the promoter group, shall be subject to the approval of the Pursuant to Regulation 36 of the SEBI (Listing Obligation and
shareholders by special resolution in general meeting, if: Disclosure Requirements Regulations) 2015 and Secretarial
Standard SS-2 the brief profile of Mr. Vikas P. Jain, (DIN:
(i)
00029901) who is proposed to be appointed as the Whole-
time Director of the Company for 5 years w.e.f. September 1,
2019 to August 31, 2024
(ii) where there is more than one such director, the aggregate
annual remuneration to such directors exceeds 5 per cent Mr. Vikas P. Jain (age 47 years) is the Wholetime Executive
of the net profits of the listed entity. Director of your Company. Mr. Jain is also one of the Promoter’s
of your Company and was first appointed as a Director of your
The aggregate annual remuneration drawn by all the Executive
Company on October 2, 1997. He is a graduate in commerce.
Directors of your Company may exceeds 5 per cent of the
and has an overall experience of 25 years. Mr. Jain heads the
net profits.
operations and distribution functions of your Company. He is
responsible for marketing of Lawman PG3 and Intigriti brands
Your Directors have recommended the Special Resolution for
and also looks after the retail business of the Company. He
14
is instrumental in launching ‘ADDICTION’ the retail arm of the your Company. He satisfies all the conditions pertaining to
Company for lifestyle accessories products. Mr. Jain travels the appointment as a Wholetime Director as set out in Section
extensively and scouts for new technologies in garment 196(3) and Part-I of Schedule V of the Companies Act, 2013.
manufacturing.
Mr. Jain holds 7,37,821 shares which includes 16,000 shares as
In the performance evaluation conducted for the financial a Karta of Vikas P. Jain (HUF) and 92,336 shares held j/w Kesar
year 2017-18 the performance of Mr. Jain was evaluated to V. Jain in the Company as on the date of this notice.
be satisfactory in the effective and efficient discharge of his
role and responsibilities as an independent director of the Mr. Vikas P. Jain, Mr. Kewalchand P. Jain, Mr. Hemant P. Jain
Company. The Board and its Committees have benefitted from and Mr. Dinesh P. Jain are brothers. In the financial year under
his relevant specialisation and expertise. The Board has, based review 5 meeting of the Board of Directors were held and Mr.
on the performance evaluation and on the recommendation Vikas P. Jain has attended all the 5 Board Meetings.
of Nomination and Remuneration Committee and subject to
the approval of the members in the ensuing annual general The major terms and conditions of Mr. Jain’s appointment
meeting, approved the re-appointment of Mr. Jain as Whole- including details of proposed remuneration as recommended
time Director of your Company for a further period of five by the Nomination and Remuneration Committee in its meeting
years, post completion of his present term on August 31, 2019. held on April 23, 2018 for the ensuing term of 5 years w.e.f.
September 1, 2019 to August 31, 2024 is as per the resolution
Mr. Jain is not disqualified from being re-appointed as a at Item No. 10 of the Notice convening this meeting read with
Director in terms of Section 164 of the Companies Act, 2013 explanatory statement thereto. The last drawn remuneration
and has given his consent to act as Whole-time Director of by Mr. Jain was `79,89,600/- per annum (including perquisites).
The details of directorships of Mr. Vikas P. Jain in other Companies as on the date of this notice are as follows:
Mr. Vikas Jain does not hold any committee membership/ Your Directors have recommended the Special Resolution for
chairmanship in other companies as on date of this notice. approval of members.
Pursuant to sub-regulation 6 of Regulation 17 of Securities and Except Mr. Kewalchand P. Jain, Mr. Hemant P. Jain, Mr. Dinesh
Exchange Board of India (Listing Obligations and Disclosure P. Jain and Mr. Vikas P. Jain, no other Directors/ Key Managerial
Requirements) (Amendment) Regulations, 2018 which will Personnel of the Company are in any way concerned/
come into effect from April 1, 2019 the fees or compensation interested in the said resolution.
payable to Executive Directors who are promoters or members
of the promoter group, shall be subject to the approval of the By order of the Board of Directors
shareholders by special resolution in general meeting, if:
(i)
Abhijit B. Warange
Vice President – Legal & Company Secretary
Regd. Office:
(ii) where there is more than one such director, the aggregate Kewal Kiran Estate,
annual remuneration to such directors exceeds 5 per cent 460/7, I. B. Patel Road,
of the net profits of the listed entity. Goregaon (E),
Mumbai - 400 063
The aggregate annual remuneration drawn by all the Executive
Directors of your Company may exceeds 5 per cent of the net
Date: July 21, 2018
profits.
Place: Mumbai
15
ROUTE MAP OF AGM VENUE
Registered Office: Kewal Kiran Estate, 460/7, I. B. Patel Road, Goregaon (East), Mumbai - 400 063
Corporate Identify Number: L18101MH1992PLC065136
Tel: 91-22-26814400 Fax: 91-22-26814410
Website: www.kewalkiran.com; E-mail: [email protected]
ATTENDANCE SLIP
Folio No. ......................................................................................................... No. of Shares held. ................................................................................
# D.P. ID .........................................................................................................
# Client ID .........................................................................................................
E-mail ID .........................................................................................................
Name and Address of the shareholder/proxy: ........................................................................................................................................................

...............................................................................................................................................................................................................................................
I certify that I am a registered shareholder/proxy of the registered shareholder of the Company.
I hereby record my presence at the 27th Annual General Meeting of the Company on Tuesday, September 4, 2018 at
M.C. Ghia Hall, Bhogilal Hargovindas Building, 4th Floor, 18/20, Kaikhushru Dubash Marg, (Behind Prince of Wales Museum)
Mumbai - 400 001 at 12.00 Noon
......................................................................................
Signature of the attending member/proxy
# Applicable for shareholders holding shares in electronic form.
Notes:
1. Please sign this attendance slip and hand it over at the verification Counter at the entrance of the meeting hall.
2. No gifts/Company products shall be given at the meeting.
3. This attendance is valid only in case shares are held on the date of meeting.
4. Only shareholder of the Company and/or their proxy will be allowed to attend the meeting.
Registered Office: Kewal Kiran Estate, 460/7, I. B. Patel Road, Goregaon (East), Mumbai - 400 063
Corporate Identify Number: L18101MH1992PLC065136
Tel: 91-22-26814400 Fax: 91-22-26814410
Website: www.kewalkiran.com; email: [email protected]
FORM NO. MGT-11

PROXY FORM
[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration)
Rules, 2014]
Name of the member (s): ...............................................................................................................................................................................................

Registered address: .........................................................................................................................................................................................................
E-mail Id: ............................................................................................................................................................................................................................
Folio / DP ID – Client ID: ...................................................................................................................................................................................................
I/We being the member(s) of Kewal Kiran Clothing Ltd. holding .................................................................... Equity Shares hereby appoint:
(1) Name: ......................................................................................................... E-mail ID ...............................................................................................

Address: .....................................................................................................................................................................................................................
........................................................................................................................................................................................................................................
................................................................................................................... Signature: .......................................................................or failing him;
(2) Name: ......................................................................................................... E-mail ID................................................................................................

Address .......................................................................................................................................................................................................................
........................................................................................................................................................................................................................................
................................................................................................................... Signature: .......................................................................or failing him;
(3) Name: ......................................................................................................... E-mail ID................................................................................................

Address: .....................................................................................................................................................................................................................
........................................................................................................................................................................................................................................
................................................................................................................... Signature: .......................................................................
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 27th Annual General Meeting of the Company
to be held on Tuesday, September 4, 2018 at M.C. Ghia Hall, Bhogilal Hargovindas Building, 4th Floor, 18/20, Kaikhushru Dubash
Marg, (Behind Prince of Wales Museum) Mumbai - 400 001 at 12.00 Noon and at any adjournment thereof in respect of such
resolutions as are indicated below:
Sr. No. Resolutions

For Against
ORDINARY BUSINESS
1 Adoption of Standalone and Consolidated Financial Statements of the Company for the year ended
March 31, 2018 including the Audited Balance Sheet as on March 31, 2018 and the Statement of Profit and
Loss Account for the financial year ended March 31, 2018 together with the report of the Directors and
Auditors thereon.
2 Declaration of final dividend and confirmation of four interim dividends of ` 7/-, ` 10/-, ` 9.5/- and ` 5/-
respectively per equity share for the year ended March 31, 2018.
3 Re-appointment of Mr. Hemant P. Jain (DIN: 00029822) who retires by rotation.
SPECIAL BUSINESS
4 Re-appointment of Ms. Drushti R. Desai (DIN: 00294249), Independent Non-Executive Director of the
Company not liable to retire by rotation to hold office for a second consecutive term of 5 (five) consecutive
years with effect from August 28, 2019 to August 27, 2024.
5 Re-appointment of Mr. Nimish G. Pandya (DIN: 00326966), Independent Non-Executive Director of the
years with effect from April 1, 2019 to March 31, 2024.
6 Re-appointment of Dr. Prakash A. Mody (DIN: 00001285), Independent Non-Executive Director of the
7 Re-appointment of Mr. Yogesh A. Thar (DIN: 02687466), Independent Non-Executive Director of the
8 Appointment of Mr. Hemant P. Jain (DIN: 00029822) as the Whole-time Director of the Company for a
period of 5 (five) years w.e.f. September 1, 2019 to August 31, 2024.
9 Appointment of Mr. Dinesh P. Jain (DIN: 00327277) as the Whole-time Director of the Company for a
period of 5 (five) years w.e.f. September 1, 2019 to August 31, 2024.
10 Appointment of Mr. Vikas P. Jain (DIN: 00029901) as the Whole-time Director of the Company for a period
of 5 (five) years w.e.f. September 1, 2019 to August 31, 2024.
Signed this ................................day of ..................................................... 2018

Affix ` 1/-
Revenue
Stamp
Signature of share holder .......................................................................
Signature of proxy holder (s).....................................................................
Notes:
1. This Proxy Form in order to be effective should be duly completed and deposited at the Company’s Registered Office atleast
48 hours before the commencement of meeting.
2. A Proxy need not be member of the Company.
3. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten per cent
of the total share capital of the Company carrying voting rights. A member holding more than ten per cent of the total share
capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy
for any other person or shareholder.
4. Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.
5. It is optional to put a ‘X’ in the appropriate column against resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’
column blank against any or all resolutions, your Proxy will be entitled to vote (on poll) at the meeting in the manner as
he/ she thinks appropriate.

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Quotient

Key highlights FY 2018

107,574 45,698 7,325 2,144 25 states

Our brand proposition is

We have a strong resolve

The world of style.

We design, manufacture and market branded denim wear, in

Ethos Passion and

Respect and humility

Annual Report 2017-18 3

KKCL has a strong sales and distribution network

Annual Report 2017-18 5

Our Product Portfolio

Our product categories

Wallets and Belts Deodorants

Annual Report 2017-18 7

KKCL carved a niche for itself by creating an arena for

Iconic brands from KKCL

Annual Report 2017-18 9

To further our brand recognition and brand

Annual Report 2017-18 11

From the Chairman’s Desk

During the year, the

KKCL, with its strong brands, robust

Annual Report 2017-18 13

Key Performance Indicators

Maximum Retail Price Turnover (J in lakhs)

Net Profit (Before Tax) (J in lakhs)

Net Profit (After Tax) (J in lakhs)

Net Worth (J in lakhs)

Return on Capital Employed (%)

Dividend Per Share (J)

Earnings Per Share (J)

Annual Report 2017-18 15

Opportunities and Competitive Advantages

What sets us apart

An economy with Indian fashion industry

Increased traction of The value-seeking

Diversified portfolio Established

Distinctive quality Tech-led

Experienced management team

Annual Report 2017-18 17

6 LAWMAN & INTEGRITI STUDIO

The Quotient of STYLE

We at KKCL are ardent believers in KKCL has thus proved to be a disruptive

Leveraging on the success of our denim

Annual Report 2017-18 23

The Quotient of VALUE

Annual Report 2017-18 25

The Quotient of GROWTH

Growth is a multifaceted metric. For In our journey, we have achieved several

Annual Report 2017-18 27

The Quotient of COMPETENCY

We believe that exquisite styles Our manufacturing facilities hold capabilities

Annual Report 2017-18 29

Kewalchand P. Jain Hemant P. Jain

Dinesh P. Jain Vikas P. Jain

Prakash A. Mody Nimish G. Pandya

CA Yogesh A. Thar CA Drushti R. Desai

1 RAW GARMENTS AND

5 DEVELOPMENT AND OFFICE

7 WASHING AND DRY

30) IDM presented international EDM artist Aron Chupa and