BOARD OF DIRECTORS
Sh. Ram Saran Saluja Sh. Neeraj Saluja Sh. Dhiraj Saluja Sh. Vinod K. Goyal Sh. Navneet Gupta Sh. Ashwani Kumar Sh. Amit Narang Sh. Kanwalnain Singh Kang Sh. Ranjan Madaan Sh. Prem Kumar Chairman Managing Director Jt. Managing Director Executive Director & CEO Executive Director & CFO

AUDITORS Dass Khanna & Co. Chartered Accountants, B-XX-2815, Gurdev Nagar, Pakhowal Road, Ludhiana 141 001 REGISTERED OFFICE 274, Dhandari Khurd, G. T. Road, Ludhiana (Pb.) 141 014 (India)

REGISTRAR & TRANSFER AGENT Link Intime India Pvt. Ltd. (Formerly Intime Spectrum Registry Ltd.) A-40, 2 Floor, Naraina Industrial Area, Phase-II, Near Batra Banquet Hall New Delhi 110 028 Phone No: 011- 41410592, 93, 94 Fax no: 011- 41410591 E-mail delhi@linkintime.co.in
nd

COMPANY SECRETARY Sh. Rahul Kapoor

Contents
Notice Directors’ Report Corporate Governance Report (including Management Discussion and Analysis) Certificate on Corporate Governance Auditors Report on Financial Statements Balance Sheet Profit & Loss Statement Cash flow Statement Notes on Financial Statements etc. Auditors Report on consolidated financial Statements Consolidated Balance Sheet Consolidated Profit & Loss Statement Consolidated Cash flow Statement Notes on Consolidated Financial Statements etc. Financial Information of Subsidiary Company(ies)/Firm(s)

Page No.
(from) 01 13 18 27 28 31 32 33 34 54 55 56 57 58 76

Chairman's Message
Dear Shareholders, It is a delight to address you on completion of another eventful and successful year. The world economy has witnessed slowdown this year. The concerns in Euro zone and Middle East remain unresolved and the US economy is still not out of the woods. The Indian economy in tandem is also experiencing a slowdown due to global and domestic turbulence and policy formulations aimed at curbing inflationary pressures, having a depressing impact on productivity and growth. Matters have been further aggravated due to elevated crude prices and weakening rupee. The textile sector too is faced with formidable challenges. Despite the global volatile environment, the Consolidated sales (i.e. Revenue from Operations) of your Company stood at Rs. 2221.54 crores for the F.Y. ended 31.03.2012, as compared to Rs. 1702.69 crores during the previous year, a growth of 30.47 % YoY. However higher input and interest costs, resulting from continuing high inflation had an adverse impact on profits. The Profit after Tax (Consolidated) stood at Rs. 82.81 crores for the F.Y. ended 31.03.2012, as compared to Rs. 112.48 crores during the previous year. However, I am glad to report that your Company has been able to sustain operational stability, thanks to our strong market position, geographic spread of scale and low-cost but high quality products. Our ability to deliver in difficult times is attributable to our strategic positioning as an integrated business house. We are consolidating our position by focusing on higher value added products, developing newer products and expanding market boundaries. Your Company has always focused on building strengths for the future and continued to invest in building capabilities. We will continue to invest our resources in taking these initiatives forward. Your company remains committed to strategic planning and meticulous execution of expansion projects and to provide quality service to our customers, achieve business objectives with social responsibility and also result in sustained increase in shareholders value. We believe in the idea of sustainable development through conservation of natural resources, economic and social development and environmental protection. We have always anticipated changes and adapted ourselves to the environment without compromising on our core values. Your company has always believed and practiced high standards of professionalism, maintaining the standards of corporate governance, integrity and transparency and would continue to do so. It is these values which have shaped the character of your organization and helped in building wealth for all stakeholders. I would like to extend my gratitude to all our stake holders including shareholders, customers, lenders and our loyal, hardworking and committed employees for their continued support and faith in the Company. With best wishes, Ram Saran Saluja Chairman

NOTICE
Notice is hereby given that the 12th Annual General Meeting of the Members of the Company will be held on Friday, the 28th day of September, 2012 at 9.30 A.M. at the Registered office of the Company situated at 274, Dhandari Khurd, G.T. Road, Ludhiana (Punjab) 141014 to transact the following business(es): AS ORDINARY BUSINESS:1. To receive, consider and adopt the Audited Balance Sheet for the financial year ended 31st March, 2012 and the Profit & Loss Account for the financial year ended on that date together with the report of Directors & Auditors thereon. To appoint a Director in place of Mr. Ram Saran Saluja, who retires by rotation and being eligible offers himself for re-appointment. To appoint a Director in place of Mr. Ashwani Kumar, who retires by rotation and being eligible offers himself for reappointment. To appoint Auditors to hold office until the conclusion of the next Annual General Meeting and to fix their remuneration. The Auditors M/s Dass Khanna & Company, Chartered Accountants, Ludhiana, the Statutory Auditors of the Company whose term is ending at the conclusion of the forthcoming Annual General Meeting are eligible for reappointment. AS SPECIAL BUSINESS:5. TO CONSIDER AND, IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: “RESOLVED THAT Mr. Amit Narang, who was appointed as an Additional Director under the provisions of Section 260 of the Companies Act, 1956 and Article 92 of the Articles of Association of the Company and who holds Office up to the date of this Annual General Meeting, be and is hereby appointed as Director of the Company liable to retire by rotation." 6. TO CONSIDER AND, IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: “RESOLVED THAT Mr. Kanwalnain Singh Kang, who was appointed as an Additional Director under the provisions of Section 260 of the Companies Act, 1956 and Article 92 of the Articles of Association of the Company and who holds Office up to the date of this Annual General Meeting, be and is hereby appointed as Director of the Company liable to retire by rotation." 7. TO CONSIDER AND, IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: RESOLVED THAT in accordance with the provisions of Section 16, 94 and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the existing Authorised Share Capital of the Company be and is hereby increased from Rs. 600,00,00,000/- (Rs. Six Hundred Crores) only divided into 60,00,00,000 (Sixty Crore) Equity Shares of Rs.10/(Rs. Ten) each to Rs. 1000,00,00,000/- (Rs. One Thousand Crores) only divided into 100,00,00,000 (One Hundred Crore) Equity Shares of Rs.10/- (Rs. Ten) each by creation of further 40,00,00,000 (Forty Crore) Equity shares of Rs.10 (Rs. Ten) each aggregating Rs. 400,00,00,000/- (Rs. Four Hundred Crore) ranking pari passu with the existing equity shares of the company in all respects. RESOLVED FURTHER THAT the Memorandum of Association of the Company be and is hereby altered my substituting the existing Clause V thereof by the following Clause V: 'V' The Authorised Share Capital of the Company is Rs. 1000,00,00,000/- (Rs. One Thousand Crore only) divided into 100,00,00,000 (One Hundred Crore) Equity Shares of Rs.10/- (Rs. Ten) each.

2.

3.

4.

1

Venture Capital Funds. whether optionally or otherwise or any combination thereof (hereinafter referred to as `Securities') to such investors including domestic//foreign investors.. institutions. Foreign Investment Promotion Board (FIPB) and/or any other authorities. consent. (hereinafter referred to as “the appropriate authorities”). Reserve Bank of India. financial institutions etc. perform and execute all such acts. whether or not such persons/entities/investors are members of the company. regulations. in its sole discretion deem appropriate.) to be subscribed in Indian and/or foreign currency(ies). trusts.RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do. subject to all applicable laws and in accordance with all relevant provisions of the Memorandum and Articles of Association of the Company. with or without green shoe option. at such price or prices. 1500. including banks. Such issue(s) and allotment(s) shall be made at such time or times in one or more tranche or tranches. TO PASS WITH OR WITHOUT MODIFICATION(S). for the time being in force). 1993 and the listing agreements entered into by the Company with the Stock Exchanges where the Company's shares are listed and subject to any necessary guidelines. to exercise its powers including the power conferred by this resolution. deeds and things and to settle all questions arising out of and incidental thereto. permission and/or sanction of the Central Government. banks. including Global Depositary Receipts (GDRs) and/or American Depositary Receipts (ADRs) convertible into equity shares. Foreign Exchange Management Act (FEMA). offer. 8. to Qualified Institutional Buyers (“QIBs”) under Qualified Institutions Placement (“QIP”) under Chapter VIII of the SEBI ICDR Regulations or a combination of the foregoing. insurance companies. issue and allot. consent(s). financial institutions and/or corporate bodies. and to give such directions that may be necessary or arise in regard to or in connection with any such matter as it may in its absolute discretion. deem fit to give effect to this resolution. foreign institutional investors. mutual funds. THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION: RESOLVED THAT pursuant to Section 81(1A) and all other applicable provisions of the Companies Act. private placement/ Institutional placement. as the Board may. RESOLVED FURTHER THAT in case of allotment of Securities by way of Qualified Institutions Placement (QIP) as per the provisions of Chapter VIII of the SEBI (Issue of Capital and Disclosure Requirements) 2 . or any instrument or securities representing convertible securities such as convertible debentures. Securities and Exchange Board of India (SEBI). Foreign Currency Convertible Bonds (FCCBs). approval. (inclusive of such premium as may be determined by the Board and as permitted by the prescribed authorities etc. bonds or warrants etc. IF THOUGHT FIT. equity shares/securities. convertible into equity shares. upto an aggregate amount not exceeding Rs. One Thousand Five Hundred Crores) only or any equivalent thereof in foreign currency. other financial instruments. rights offering.00 Crores (Rs. Non-Resident Indians and/or individuals or otherwise. in the course of. permission(s) or sanction(s) (hereinafter referred to as “the requisite approvals”) and which may be agreed to by the Board of Directors of the company (hereinafter referred to as the “Board”) which term shall be deemed to include any duly authorized committee thereof constituted or which the Board may hereinafter constitute. and subject to such conditions/modifications as may be prescribed by any of them while granting any such approval(s). at a discount or premium to market price or prices in such manner and on such terms and conditions as may be decided and deemed appropriate by the Board at the time of such issue or allotment considering the prevalent market conditions and other applicable laws/factors in this regard. memorandum or any offering memorandum and/or any other permitted nature of offering. the Board be and is hereby authorized to create. 1956 (including any modification or re-enactment thereof. or a combination thereof. domestic and/or international offering(s) in one or more foreign markets. with or without an over-allotment option. by way of circulation of an offering circular or prospectus or by way of public issue. TO CONSIDER AND. Mutual Funds. Ministry of Finance. issue of Foreign Currency convertible Bonds and Ordinary shares (through Depository Receipt Mechanism) Scheme.

solicitors.Regulations. deeds. premium on redemption. depositories. as amended from time to time. RESOLVED FURTHER THAT for the aforesaid purpose. RESOLVED FURTHER THAT such of these Securities as are not subscribed may be disposed off by the Board in its absolute discretion in such a manner as the Board may deem fit and as is permissible by applicable law. the Board or any committee thereof be and is hereby authorized on behalf of the company to do all such acts. RESOLVED FURTHER THAT for the purpose of giving effect to any issue or allotment of Securities or instruments representing the same. financial institutions. RESOLVED FURTHER THAT the Securities issued in foreign markets shall be deemed to have been made abroad and/or in the market and/or at the place of issue of the Securities in the international market and may be governed by applicable laws. bankers. the aforesaid issue of Securities may have all or any terms or combination of terms in accordance with international practices including but not limited to conditions in relation to payment of interest. including terms for issue of additional equity shares or variation of the conversion price of the Securities during the duration of the Securities and the Board is also entitled to enter into and execute all such arrangements/agreements as the case may be with any lead managers. 3 . RESOLVED FURTHER THAT the Board or any committee thereof be and is hereby authorized to issue and allot such number of equity shares as may be required to be issued and allotted upon conversion of any Securities referred to herein above or as may be necessary in accordance with the terms of the offering. advisors. excepting such right as to dividend as may be provided under the terms of the issue and in the Offer Document. custodians and all such agencies as may be involved or concerned in such offerings of Securities and to remunerate all such agencies including the payment of commissions. underwriters. guarantors. managers. as may be notified by SEBI or the RBI or any appropriate authority from time to time. the Board be and is hereby authorized to settle any question(s). as described herein above. brokerage. difficulty(ies) or doubt(s) that may arise in regard to the offer. 2009. RESOLVED FURTHER THAT the Company may enter into any arrangement with any agency or body authorized by the Company for the issue of Securities in registered or bearer form with such features and attributes as are prevalent in capital markets for instruments of this nature and to provide for the tradability or free transferability thereof as per the international practices and regulations and under the forms and practices prevalent in the securities markets. fees or the like. listing and depositary arrangement and institution/trustees/agents and similar agreements. 1956 in respect of the aforesaid Securities either on pari passu basis or otherwise as the Board may in its absolute discretion deem fit without being required to seek any further consent or approval of the members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution. RESOLVED FURTHER THAT without prejudice to the generality of the above and subject to all applicable laws. the relevant date for the determination of applicable price for the issue of the Securities means the date of the meeting in which the Board of the Company or the Committee of Directors decides to open the proposed issue or such date. issue or allotment of Securities and utilization of the issue proceeds including but without limitation to the creation of such mortgage/charges under Section 293(1)(a) of the Companies Act. matters and things as it may at its discretion deem necessary or desireable for such purpose. if any. all such shares shall rank pari-passu with the existing shares of the Company in all respects. additional interest. marketing. prepayment and any other debts service payments whatsoever and all such terms/matters as are provided in offering of this nature. and also to seek the listing of any or all such Securities or securities representing the same in one or more Stock Exchanges including International Stock Exchanges. wherever permissible. including without limitation the entering into underwriting.

RESOLVED FURTHER THAT The Board of Directors of the Company be and are hereby authorized to further increase the above said remuneration within the limits prescribed under the Companies Act. and as approved by the Remuneration Committee of the Board and subject to such other modification(s). alteration(s) as may be required by any letters etc. instruments. amendment(s). TO PASS WITH OR WITHOUT MODIFICATION(S).00. without referring the matter again for the approval of the members of the Company. the Board be and is hereby authorized on behalf of the Company to take all actions and to resolve and settle all questions and difficulties that may arise in the proposed issue/offer. utilization of the issue proceeds and to do all such acts. 3. the Company will pay the above remuneration as minimum remuneration to the Jt.000 per month w. and the rules framed there under as amended from time to time. 269. if any. the consent of the Company be and is hereby accorded for the reappointment of Sh. RESOLVED FURTHER THAT in case in any Financial year. 1956. the rules framed there under. TO CONSIDER AND. deem necessary.. 309 and Schedule XIII and all other applicable provisions. RESOLVED FURTHER THAT all other terms and conditions of his appointment shall remain unchanged. desirable or expedient.2013 on a consolidated amount of Salary of Rs. Dhiraj Saluja. of the Companies Act. TO CONSIDER AND. 269. Allotment and conversion of any of the aforesaid Securities. RESOLVED FURTHER THAT The Board of Directors of the Company be and are hereby authorized to execute all such documents.. amendment(s). 1956 and the guidelines issued in this behalf by the Central Government from time to time. the company has no profits or its profits are inadequate. and as approved by the Remuneration Committee of the Board and subject to such other modification(s). deeds or things as may be deemed necessary to give effect to the above said resolution.000/.00. of the Companies Act.per month . TO PASS WITH OR WITHOUT MODIFICATION(S). 309 and Schedule XIII and all other applicable provisions. for business purposes of the Company.05.07. without being required to seek any further consent or approval of the members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution. connected with and incidental to any of the matters mentioned in the aforesaid resolution. and writings. as the Joint Managing Director of the Company for a further period of three years w.e. RESOLVED FURTHER THAT he will be entitled to free use of Company's car for business purpose and of free use of telephone. THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: RESOLVED THAT pursuant to the provisions of Sections 198. and further to do all such acts. 01.e. instruments. and in partial modification of the earlier Resolution(s) passed in this regard. THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: RESOLVED THAT pursuant to the provisions of Sections 198.” 9. Managing Director subject to compliance of Schedule XIII of the Companies Act. the rules framed there under. Navneet Gupta as the Executive Director of the Company to Rs. IF THOUGHT FIT.f. matters and things as it may. if any. deeds. if any. the consent of the Company be and is hereby accorded for the increase in payment of consolidated amount of Salary to Sh. 28. RESOLVED FURTHER THAT The Board of Directors of the Company be and are hereby authorized to execute all such documents. deeds or things as may be 4 . 10.2012. if any. 1956. in its absolute discretion. IF THOUGHT FIT. and further to do all such acts. alteration(s) as may be required by any letters etc.f. and writings. at office and at residence. 6.RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any committee of Director or any director(s) or Officer(s) of the Company to give effect to this resolution and matters flowing from. 1956 and other applicable provisions.

TO CONSIDER AND. matters and things as it may in its absolute discretion deem necessary. 12. THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: RESOLVED THAT in modification of earlier resolution passed at the EGM held dated 27. By Order of the Board. THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: RESOLVED THAT in supersession of earlier resolution passed at the EGM held dated 27. amendment(s). as they may think fit. TO PASS WITH OR WITHOUT MODIFICATION(S). TO CONSIDER AND. 6. of the Companies Act. present and future. accept. IF THOUGHT FIT. the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company to create mortgage and/or charge on all movable or immovable properties of the Company wheresoever situated. 13. as to interest. alteration(s) as may be required by any letters etc.deemed necessary to give effect to the above said resolution.08. 01. if any. THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: RESOLVED THAT pursuant to the provisions of Sections 198. RESOLVED FURTHER THAT The Board of Directors of the Company be and are hereby authorized to execute all such documents. and writings. TO PASS WITH OR WITHOUT MODIFICATION(S). the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company for borrowing from time to time. the whole or substantially the whole of the undertaking(s) of the company for securing any borrowing(s) or financial assistance not exceeding Rs. 1956.02. may exceed at any time. proper or desireable and to settle any question. of the Companies Act. Fifteen Thousand Crores only) by way of loans/limits (whether in foreign currency and/or in Indian Currency). 1956.e.2012 (RAHUL KAPOOR) COMPANY SECRETARY 5 .02. PLACE : LUDHIANA DATED :30. 15000 crores (Rs. the consent of the Company be and is hereby accorded for the increase in payment of consolidated amount of Salary to Sh Vinod Kumar Goyal as the Executive Director & CEO of the Company to Rs. deeds or things as may be deemed necessary to give effect to the above said resolution.. and in partial modification of the earlier Resolution passed in this regard. if any. not set apart for any specific purpose). For SEL MANUFACTURING COMPANY LTD. and further to do all such acts. 269. IF THOUGHT FIT. of the Companies Act. alter or fix the terms and conditions of all such monies to be borrowed from time to time. Fifteen Thousand Crores Only) and that the Board of Directors of the Company be and is hereby authorized to arrange. the aggregate of the paid up capital of the Company and its free reserves (that is to say reserves. TO CONSIDER AND.2008 and pursuant to the provisions of Section 293(1)(d) and other applicable provisions. difficulty or doubt that may arise in regard to create mortgage(s) /charge(s) as aforesaid. TO PASS WITH OR WITHOUT MODIFICATION(S). if any. by a sum not exceeding Rs. the Board of Directors be and is hereby authorized to finalise.f. any sum or sums of monies which together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company's Bankers in the ordinary course of business).2012. IF THOUGHT FIT. instruments. repayment. 1956. 15000. RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution. the rules framed there under. as they may think fit. and as approved by the Remuneration Committee of the Board and subject to such other modification(s). creation of security(ies) or otherwise.50.00 Crores (Rs. settle and execute such documents/deeds/writings/papers/agreements as may be required and to do all such acts. RESOLVED FURTHER THAT all other terms and conditions of his appointment shall remain unchanged. deeds. 11. 309 and Schedule XIII and all other applicable provisions.2008 and pursuant to the provisions of Section 293(1)(a) and other applicable provisions.000 per month w.07. if any.

Members are requested to send their queries on the accounts. 2. MUST BE DEPOSITED WITH THE COMPANY DULY EXECUTED NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF ANNUAL GENERAL MEETING AT THE REGISTERED OFFICE OF THE COMPANY. Important Communication to Members The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the Companies and has issued circulars stating the service of notice/documents including Annual Report can be sent by e-mail to its members.e. are requested to make their claims to the Registrar/Company. The Explanatory Statement for Item(s) No. 1956 in Respect of Item(s) of Special Business is annexed hereto and forms part of the Notice. 1956. It may be noted that once the unclaimed/unpaid dividend is transferred to the credit of the said Fund. E-mail is a better method to receive the communications quickly. the amount remaining unpaid or unclaimed for a period of seven years from the date they became due for payment shall be transferred to Investor Education and Protection Fund ("Fund"). 2008. 7. so as to reach the Registered Office of the Company at least seven days before the meeting to enable the company to have relevant information ready at the meeting. Executive Director & CEO of the Company and Memorandum of Interest of Directors u/s 302 of the Companies Act.NOTES: 1. 3. with least cost implications.5: Mr. A BLANK PROXY FORM IS ENCLOSED. members who have not registered their e-mail addresses. 9. 2012 (both days inclusive). Navneet Gupta. 6. as Jt. The information required to be provided under the Listing Agreement entered into by the Company with the Stock Exchanges regarding the Director who is proposed to be appointed/re-appointed is given in the annexure to the Notice. PROXIES IN ORDER TO BE MADE EFFECTIVE. so far. 1956 IN RESPECT OF ITEMS OF SPECIAL BUSINESS: FOR ITEM NO. 1956 and Article 92 of the Articles of 6 . Executive Director and Mr. We request you to whole-heartedly support this initiative and co-operate with the Company in implementing the same. 09. 1956 and as an abstract of the terms of increase in remuneration of Mr. are requested to register their e-mail addresses. Vinod Kumar Goyal. 2012 to September 28. EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT. 8. in respect of electronic holdings with the Depository through their concerned Depository Participants and with Registrar & Share Transfer Agent-M/s Link Intime India Private Limited in case of shares held in physical form. if any. 10 and 11 together with the accompanying notice may also be regarded as an abstract of the terms of re-appointment of Mr. Members who have not encashed their dividend for the financial year ended March 31. 1956. Members are requested to bring their copy of Annual Report along with them to the Annual General Meeting. A MEMBER ENTITLED TO ATTEND AND VOTE AT THIS ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. To support this green initiative of the Government in full measure. Pursuant to Section 205C of the Companies Act. no claim shall lie in respect thereof. Amit Narang was appointed as an Additional Director of the Company w. Explanatory Statement pursuant to Section 173(2) of the Companies Act.2012 in terms of Section 260 of the Companies Act. Please act and contribute to the cause of Environment. Managing Director of the Company and Memorandum of Interest of Directors u/s 302 of the Companies Act. 4.f. 5.06. The Register of Members and Share Transfer books shall remain closed from September 22. Dhiraj Saluja.

Mr.) in his own name. 8 relates to a proposal by the Company to raise capital through issue of shares/Securities including Global Depository Receipts (“GDR”). 400. the Clause V of the Memorandum of Association is also proposed to be amended. Hence the proposed resolutions. is interested in this resolution. FOR ITEM NO. the company from time to time. the Board proposes the Resolution for your consideration and approval. Foreign Currency Convertible Bonds (“FCCBs”) or any such financial instrument convertible into equity shares (hereinafter referred to as “Securities”) including by means of a issue of Securities to Qualified Institutional Buyers (“QIBs”) under Qualified Institutions Placement (“QIP”) under the Securities & Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations.00. the appointee. He holds office up to the date of this Annual General Meeting.00.00. requires the approval of the Shareholders in the General Meeting u/s 94 of the Companies Act. as may be required. Consequently. MEMORANDUM OF INTEREST None of the Directors of the Company except Sh.00.e. 2009 (“SEBI ICDR Regulations”).000/.10/. Kanwalnain Singh Kang was appointed as an Additional Director of the Company w.00.00. SEL Manufacturing Company Ltd. Six Hundred Crores) only divided into 60.) in his own name.00.00. Ten) each aggregating Rs. Four Hundred Crore) ranking pari passu with the existing equity shares of the company in all respects. the appointee. Amit Narang. 7 . The increase in the Capital. Kang. One Thousand Crores) only divided into 100. Narang. He holds office up to the date of this Annual General Meeting. Notice alongwith requisite fee under the provisions of Section 257 of the Companies Act. as a candidate for the office of Director of the Company liable to retire by rotation. Kanwalnain Singh Kang as a candidate for the office of Director of the Company liable to retire by rotation.000 (One Hundred Crore) Equity Shares of Rs. 600. Ten) each by creation of further 40. it is proposed that the Authorised Share Capital of the company be increased to Rs. Notice alongwith requisite fee under the provisions of Section 257 of the Companies Act. SEL Manufacturing Company Ltd.e. the Board proposes the Resolution for your consideration and approval.08.000 (Sixty Crore) Equity Shares of Rs.2012 in terms of Section 260 of the Companies Act. Mr.00. Ten) each.10 (Rs.(Rs.000 (Forty Crore) Equity shares of Rs.Association of the Company. In order to meet out the financial requirements of the expansion plans of the company and to strengthen its financial position and in order to further increase the capital of The Special Resolution contained in the Notice at Item No. 1956 has been received from a member of the Company signifying his intention to propose the name of Mr.00. MEMORANDUM OF INTEREST None of the Directors of the Company except Sh.000/.e.f. 1956 and Article 92 of the Articles of Association of the Company. The Company proposes to enhance and strengthen its equity capital base by way of infusion of further equity capital by issue of equity shares or such other security which would be later on converted into equity shares or give right to the holders of the securities to subscribe to the equity capital at a later date.7: The present Authorised Share Capital of the Company is Rs. interested or concerned Mr. 13. in any way. 1956.(Rs. Kanwalnain Singh Kang. The Special Resolution also seeks to empower the Board to undertake a qualified institutional placement with qualified institutional buyers as defined under the SEBI ICDR Regulations apart from other options of private/public FOR ITEM NO. MEMORANDUM OF INTEREST FOR ITEM NO.(Rs.00. Kanwalnain Singh Kang holds Nil Equity Shares of the Company (i. 1000.6: None of the Directors is. Considering the business experience of Mr. American Depository Receipts (“ADR”). Amit Narang holds Nil Equity Shares of the Company (i. as such.(Rs.(Rs. Amit Narang.000/. is interested in this resolution.8: in the proposed resolutions. 1956 has been received from a member of the Company signifying his intention to propose the name of Mr. Considering the experience of Mr.00.10/.

The Securities will be listed on such International/ Indian Stock Exchanges as the Board may be advised and as may be applicable. Such objectives could be met. The detailed terms and conditions of the Issue as and when made will be determined by the Board of Directors in consultation with the merchant bankers. to meet out the Capital expenditure and working capital requirements. The proposed issue of Securities upto an aggregate amount not exceeding Rs. The pricing of the Securities in other mode of placements would be as per applicable statutory provisions. advisors. if necessary. an enabling resolution is being passed to give adequate flexibility and discretion to the Board to finalise their terms. in this regard. 1956 provides. 8 of the notice. lead managers. Securities issued pursuant to the offer may be listed on Domestic/International Stock exchanges as would be applicable and may be represented by Depository Receipts or other securities. The listing agreements executed by the Company with the stock exchanges also provide that the Company shall issue or offer in the first instance all securities to the existing Equity mechanism. The funds as raised would also improve the net worth of the Company and give greater financial strength for implementing its expansion plans. be secured by way of mortgage/hypothecation on the Company's assets in favor of the security holders/trustees for the holders of the said Securities. The Board. The pricing of the Securities to be issued to qualified institutional buyers pursuant to chapter VIII of the SEBI ICDR Regulations shall be freely determined subject to such price not being less than the price calculated in accordance with Chapter VIII of the SEBI ICDR Regulations. provisions of applicable law(s) and as per the rules/guidelines etc. underwriters and other experts and in accordance with the terms of approval of the Government of India. facilitating implementation of the plans with speed and economy. The issue price of the securities to be issued in the proposed offerings will be determined by the Board of Directors at the time of the offer depending on the then prevailing market conditions and as per the applicable rules/guidelines. as prescribed under chapter VIII of the SEBI ICDR Regulations. the Company proposes to raise funds for the Company.placements. through expansions. It is accordingly proposed to obtain an enabling resolution from the Members of the Company so as to issue securities in domestic/international market(s) as contemplated in the resolution set out above at such time and on such terms. such further shares shall be offered to the persons who at the date of the offer are holders of the Equity Shares of the Company. The said Securities may. issued by Securities and Exchange Board of India (SEBI) in this regard. The pricing of the issue will be a free market pricing and may be at a premium or discount to market price in accordance with prevalent practice. Reserve Bank of India. For reasons aforesaid. in one or more tranche or tranches. inter alia. Section 81 of the Companies Act. the company aspires to consistently better the previous performance and accelerate the growth rate by taking on challenges on a larger plank. With constant support from the members. in proportion to the capital paid up on those shares as of that date unless the Shareholders decide otherwise. in order to finance the Company's expansion plans. in one or more tranches by issue of any one or more kind(s) of securities or combination thereof as detailed in the resolution at item no. 1500. may in its discretion adopt this state the price or the exact number of securities or shares to be issued. as may be decided by the Board and found to be expedient and in the interests of the Company. To strengthen its business plans as well as to augment long term working capital/general corporate requirements.00 Crores (Rs. that where it is proposed to increase the Subscribed Share Capital of the Company by allotment of further shares. shall be made in one or more tranches. As such. and other appropriate authorities as may be required. it is not possible to 8 . overseas acquisitions/investment whether directly or through subsidiaries/joint ventures etc. and to expand its market reach globally. One Thousand Five Hundred Crores) only or any equivalent thereof in foreign currency. the company is proposing to raise funds by issue of securities in India and/or International market. The proposed issue will be subject to the approval of the appropriate authorities and within the frame works of the guidelines issued by the SEBI etc. Since the pricing of the offering cannot be decided except at a later stage.

Navneet Gupta being the appointee is. As per the provisions of the Companies Act.10: The re-appointment of Mr. 1956 and other applicable provisions. This Special Resolution gives adequate flexibility and discretion to the Board to finalise the terms of the issue.2011. Executive Director of the Company is responsible for the overall finance and accounts related activities of the Company. FOR ITEM NO.f.05. Neeraj Saluja. as such the consent of the members is being sought under Section 81(1A) of the Companies Act.05. The Board of Directors of your Company have on the basis of recommendation of Remuneration Committee have passed the Resolution for increase in the consolidated amount of Salary to Sh. interested or concerned in the proposed resolution.e. All other terms and conditions of his appointment will remain the same. underwriters. Ram Saran Saluja. in consultation with lead managers. in any way. Navneet Gupta as Executive Director of the Company was confirmed by the members of the Company in the 11th Annual General Meeting of the Members held on 05th day of July. Managing Director has been approved by the Remuneration Committee of the Board and the resolution is put for your approval in this meeting. Vinod Kumar Goyal as the Executive Director and CEO of the company was confirmed by the members of the Company in the 10th Annual General Meeting of the Members held on 7th day of August. Jt.07. 2011 for a period of three years w. Managing Director of the Company for a further period of three years w. Navneet Gupta.9: The Board of Directors of your Company have re-appointed Mr.f.e.e. Mr.f. The remuneration proposed to be paid to Jt. Navneet Gupta have considerably increased considering the need and application of funds for the ongoing expansion plan(s) of the Company and also for setting up of new ventures. 2010 for a period of three years w.11: The appointment of Mr. interested or concerned in the proposed resolutions except to the extent of shares held by them in the Company. etc.07. if any. The job responsibilities of Sh. is also incharge of overseeing marketing of yarn. in any way. MEMORANDUM OF INTEREST None of the Directors except Mr. Dhiraj Saluja as the Jt. Dhiraj Saluja. Managing Director of the Company being responsible for the overall management of the Company along with Mr. terry towels to the end customer. and in terms of the provisions of the Listing Agreement(s) executed by the Company with the Stock Exchange(s) where the company's shares are listed. 1956 under Schedule XIII and Rules framed there under. FOR ITEM NO.f. 28.shareholders of the company unless the shareholders decide otherwise. in any way. Mr. garments.e. Neeraj Saluja being relatives and Mr. 08.00. confirmation of the members of the Company is required for the appointment/reappointment as such of a managerial person. 01. and looks after the complete function of marketing and delivery of our Company's products Hence the proposed resolution is recommended for your consideration and approval.2010. The Board of Directors of your Company have on the basis of 9 . 3. the Special Resolution proposed in the business of the Notice may result in the issue of shares of the Company otherwise than to the shareholders of the Company. FOR ITEM NO. Dhiraj Saluja being the appointee is. legal advisors and experts and/or such other authority or authorities as need to be consulted including in relation to the pricing of the issue and powers to issue and market any securities pursuant to the offer including the power to issue such securities in tranche or tranches. Executive Director of the Company to Rs. Navneet Gupta.2013 subject to the confirmation of his re-appointment and remuneration by the members of the Company. interested or concerned in the proposed resolution. Mr.000 per month w. 13. MEMORANDUM OF INTEREST None of the Directors except Mr.2012. Since. MEMORANDUM OF INTEREST None of the Directors is.

12: In order to enable the Board of Directors to borrow funds for its expansion/diversification plans.00 crores (Rs.2012. Executive Director & CEO of the Company to Rs. The job responsibilities of Executive Director & CEO of the Company have considerably increased in view of increase in the volume of business and establishment of a new unit of the Company in the State of Madhya Pradesh. MEMORANDUM OF INTEREST None of the Directors is. interested or concerned in the proposed resolution.recommendation of Remuneration Committee have passed the Resolution for increase in the consolidated amount of Salary to Sh. Foreign Banks etc. the total amount of which may exceed the earlier limit of Rs.2012 (RAHUL KAPOOR) COMPANY SECRETARY 10 . in any way. FOR ITEM NO. 15000. upon property(ies) etc. Five Thousand Crores only) as fixed in Extra Ordinary General Meeting held on 27. 5000. it is proposed to authorize the Board of Directors under the provisions of Section 293(1)(d) of the Companies Act. FOR ITEM NO. Fifteen Thousand Crores only) under the provisions of Section 293(1)(a) of the Companies Act. for securing such borrowing(s) or financial assistance.00 crores (Rs. Five Thousand Crores only) as fixed in Extra Ordinary General Meeting held on 27.50.00 crores (Rs. in any way. 1956. 6.2008. interested or concerned in the proposed resolution. Keeping in view the general economic scenario and as said earlier the future expansion plans of the company. 01. Goyal is responsible for the overall management of the Company along with the Managing Director.000 per month w. For such purpose it has to mortgage/create charge etc. persons on private placement basis or any other basis. Fifteen Thousand Crores Only) from time to time from Banks.e. interested or concerned in the proposed resolution. Vinod Kumar Goyal. Mr.13: The Board of Directors have to borrow funds for the day to day All other terms and conditions of his appointment will remain the same. MEMORANDUM OF INTEREST None of the Directors except Mr. Hence the proposed resolution is recommended for your consideration and approval. For SEL MANUFACTURING COMPANY LTD.2008 to Rs. 1956 to borrow funds not exceeding Rs. or other business and for the expansion/diversification plans of the Company. Financial Institutions.02.07. By Order of the Board. PLACE : LUDHIANA DATED :30. or the undertaking(s) of the Company.08. MEMORANDUM OF INTEREST None of the Directors is. As such the resolution is put forth for your consideration and approval.00 crores (Rs.02. in any way. being the appointee is.f. the approval of the shareholders is required under the provisions of Section 293(1)(d) of the Companies Act. 15000. Vinod Kumar Goyal. It is proposed to increase the earlier limit in this regard of Rs. 1956. 5000.

Ludhiana Stock Exchange ltd. Vardhman Industries Ltd. SEL Textiles Ltd. Kumar possesses rich and varied experience in tax planning. SEL Ecochem Pvt. terry towel and looks after the complete function of marketing and delivery of our Company's products to the end customer. 3. Ashwani Kumar Mr. Besides. 1. Dhiraj Saluja Mr. Ltd. Ltd. Omega Hotels Ltd. 7. management consultancy. 4. 3. Omega Hotels Ltd. 5. Master Trust Ltd. Ashwani Kumar aged 57 years is an independent director on our Board. 9. Shiv Narayan Investments Pvt. Globe Trotters Pvt. He is an Independent Director on the Board of Directors of the Company Mr. 2. 8. He has over 45 years of experience in the textile industry.ANNEXURE TO NOTICE DETAILS OF DIRECTORS SEEKING APPOINTMENT/REAPPOINTMENT IN ANNUAL GENERAL MEETING SCHEDULED FOR 28TH SEPTEMBER. Prime Industries Ltd. He holds a degree in Mechanical Engineering from Moscow University. 4. Daffodil Real Estate & Developers Pvt. Amit Narang aged 26 years is a young entrepreneur. D & M Components Ltd. 1. Ltd. 8. Ltd. Ltd. he is also in charge of overseeing marketing of yarn. Ltd. Silverline Corporation Ltd. 6. 1. Ltd. Kanwalnain Singh Kang Mr. Kumar is a member of the Institute of Chartered Accountants of India He is on the Board of several public and private limited companies. 7. Ltd. 2012 Name of Director Resume including Expertise in specific functional area Mr. SEL Ecochem Pvt. 3. CRS Hospitality Pvt. 7. SEL Aviation Pvt. Mr. Shri Lakshmi Narayan Financial Services Ltd. His work focuses on the formulation and implementation of corporate strategies. He has over 16 years experience in the t e x t i l e i n d u s t r y. 6. business restructuring and corporate laws. Dhiraj Saluja aged 40 years is the Jt. Ram Saran Saluja aged 69 years is our Chairman (NonExecutive). 6. Ram Saran Saluja Mr. He is an Educationalist and strategist. Ltd. garments. Shri Lakshmi Narayan Financial Services Ltd. 2. Mr. As Chairman he provides strategic direction to our Company. SEL Developers Pvt. Russia. Ltd. SEL Textiles Ltd. Shiv Narayan Investments Pvt. knowledge and i n n o v a t i o n management. being responsible for the overall management of the Company along with Mr. Sidhivinayak Financial Services Pvt. 5. Mr. Silverline Corporation Ltd. SEL Aviation Pvt. List of other Companies in which Directorship held 1. SEL Textiles Ltd. Mr. Amit Narang Mr. 2. Kanwalnain Singh Kang aged 47 years has done MBA in Marketing and PhD in Marketing Management. 4. Ltd. 1. Ltd. 5. 11 . SEL Developers Pvt. He is an Independent Director on the Board of Directors of the Company. Mr. Managing Director of our Company. Neeraj Saluja.

Neeraj Saluja.-Member Master Trust Ltd. other Directors of the Company. i) Audit Comtt. i) Audit Comtt. other Directors of the Company.Member ii) Investor Grievance Commtt. i) Audit Comtt.Chairman Prime Industries Ltd.Chaiman/Member of the Committee of Board of Directors of other Companies SEL Textiles Ltd. Ram Saran Saluja and brother of Mr. i) Investor Grievance CommitteeMember Vardhman Industries ltd. 4621506 Shareholding in the Company 75 Nil Nil 12 . i) Audit Comtt.Member None None None Inter-Se relationship with other Directors of the Company Father of Mr. 4621505 Not related Not related Not related Son of Mr.Neeraj Saluja and Mr. Dhiraj Saluja.Chairman SEL Textiles Ltd.

88 (Rupees in Lacs) Previous year (2010-11) 158321.14 lacs during the previous year.52 Rs. out of which 1. The Company has its branch office at Dubai.840 spindles have already been installed. After providing for taxes and other adjustments.00 3390. Terry Towels.14 23285. The Company is setting up a new project in the state of Madhya Pradesh consisting of spinning unit with a capacity of 571.90 5574.01 7507.DIRECTORS' REPORT To The Members SEL Manufacturing Company Ltd. The profit before tax stood at Rs. SUBSIDIARY COMPANY/FIRM(S) As at 31.90 213462. Further the Annual Accounts of the subsidiary companies/ firms are kept for inspection by any shareholders in the head office i. Your Directors have pleasure in presenting their 12th Annual Report on the affairs of the company together with Audited Accounts for the financial year ended 31st March. Further.14 195164. Your company continue to hold 99% stake in the partnership 13 .76 33324.95..91 4998. United Arab Emirates.52 38086.34 140276. 10039. Knitted & Processed Fabric and various kind of Yarn with production facilities located at Ludhiana and NawanSheher in Punjab. The Annual Accounts of the Subsidiary companies/firms and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time. and SEL Aviation Pvt. 7183. the Company has four Subsidiary Company(ies) namely SEL Textiles Ltd.25 4885.16 2089.16 lacs during the previous year. and two subsidiary firm(s) namely M/s SE Exports and M/s Kudu Industries. 10790.78 14924.39 160775. the Company also proposes to set up a Open end spinning with capacity of 2040 Rotors and Knitted Fabric/cloth capacity of 72000 TPA.94 Revenue from Operations Other Income Less : Expenditure Provision for Depreciation Profit before taxation: Less : Taxes : Current Tax Deferred Tax MAT Credit Entit.90 (78. The said spinning facility is the largest under one roof in India.e.86 (996.79 lacs as compared to 202671.81 1317. 158321.00 31770.29 30903.200 spindles. 2012.81) 2. Baddi in Himachal Pradesh and Sehore in Madhya Pradesh. Omega Hotels Ltd.24 lacs as compared to Rs.2012.09) 2. FINANCIAL RESULTS Current Year (2011-12) 203834.24 9627.90 2979..00 30903.79 145851.50 7183.03.35 10790. 203834.. the Registered Office of the holding company and of the subsidiary companies/firms concerned. Ltd. Silverline Corporation Ltd.62) 2500.02 10039. your company has achieved Revenue from Operations of Rs.55 lacs in the previous year. Wealth Tax Profit after Tax Balance brought forward Less: Previous year Tax Adjustments Less: Transferred to General Reserve Balance Carried over to Balance Sheet BUSINESS The Company is vertically integrated multi-product textile company.00 2899. the Profit after tax stood at Rs.00 3607. We are expanding our existing capacities in spinning/knitting. manufacturing and exporting various kinds of Knitted Garments.29 lacs as compared to Rs.31 (1873. 14924.55 2454. OPERATIONS During the year under review.

2009. by way of issue of equity shares/securities.. etc. DIRECTORS Mr. 1956 and the Rules made there under. such Securities include Global Depositary Receipts (GDRs) and/or American Depositary Receipts (ADRs) convertible into equity shares.12. Further the Company on 09.000 Global Depositary Receipts (GDRs) representing 220.06.. SEL Textiles Ltd. Ltd.20.. bonds or warrants etc. 2012 thereby making it the Subsidiary of the Company. in one or more foreign markets. transparency.29. The Company also acquired majority stake in SEL Ecochem Pvt. Tehsil Malout. convertible into equity shares. in July. Dist Sri Muktsar Sahib (Punjab).25/- per share for every warrant held.firm namely M/s SE Exports. Punjab. CONSOLIDATED FINANCIAL STATEMENTS The Consolidated Financial Statements of the Company and its subsidiaries. 10/. Hissar (Haryana). Directors' of the Company retire by rotation at this Annual General 14 . prepared and presented in accordance with Accounting Standard (AS) 21.06. in terms of SEBI (Issue of Capital & Disclosure Requirements) Regulations. current and future expansions etc.00/per share for every warrant held. the Company has taken over the firm Kudu Industries. from 21.06. your Company has not accepted any fixed deposits within the meaning of Section 58-A of the Companies Act. and a terry towel unit at Nawa sheher. are attached to and form part of the Annual Report. the Company had allotted 1. the wholly owned subsidiary of the company holds the majority stake in M/s Silverline Corporation Ltd. Ltd. Ltd. empowerment & compliances. integrity.e. FURTHER ISSUE OF SECURITES TO RAISE FUNDS To augment long term resources of the Company and also for meeting the fund requirements of the existing business. within 18 months from the date of allotment (i.2012 has issued 2. carrying an option to the holder of such warrants to subscribe to one equity share of Rs.2012). from 09. subsidiary of the company is presently implementing a hotel project at Agra in the Sate of Uttar Pradesh. Ashwani Kumar.each at a premium of Rs. These GDRs are listed on the Luxembourg Stock Exchange. However. subsidiary of the company is in the business of aviation services and holds a Non-Scheduled Operator's permit under the Director General of Civil Aviation Rules and Regulations. the Company proposes to pass requisite resolution in this regard to raise funds for the Company. prime importance is given to reliable financial information.6429 per GDR. All of the aforesaid warrants were converted into Equity Shares during the year 2011-12 itself. SEL Textiles Ltd. 5.. In your Company. FIXED DEPOSITS During the year.e. A separate section on Corporate Governance and a Certificate regarding compliance of conditions of Corporate Governance.000 convertible warrants on preferential basis. SEL Ecochem Pvt. Silverline Corporation Ltd. FURTHER ISSUE OF SECURITIES The Company on 01.000 convertible warrants on preferential basis. The desired resolution for the aforesaid purpose is included in the Agenda for the ensuing Annual General Meeting for the consideration and approval of the members of the Company.00. proposes to commence business of chemicals.000. acids. Foreign Currency Convertible Bonds (FCCBs) or any instrument or securities representing convertible securities such as convertible debentures.each at a premium of Rs. in the course of domestic and/or international offering(s). 2009. has allotted 7. within 18 months from the date of allotment (i.2011).. denim fabric manufacturing capacity of 40 million meters per annum and around 8 million pieces of denim garments per annum at Vill Punjava-Lambi. forms part of the Annual Report DIVIDEND In order to conserve resources for future growth and the expansion projects of the company the directors have not recommended any dividend for the Financial year 2011-12. carrying an option to the holder of such warrants to subscribe to one equity share of Rs. is also setting up a project with spinning capacity of 188160 spindles. 2.000 Equity shares of the Company (Each GDR representing 100 Equity shares of the Company) at a price of US$ 19. Ram Saran Saluja and Mr. is in the business of textiles and has acquired a spinning unit at Vadodara (Gujarat). 10/.200. PREFERENTIAL ISSUE OF WARRANTS During the year 2011-12. subject to necessary approvals and applicable laws & regulations. SEL Aviation Pvt. SEL Textiles Ltd. fairness.00.2012. at such time or times in one or more tranche or tranches. CORPORATE GOVERNANCE Your Company is committed to adhere to the best Practices of governance. Omega Hotels Ltd. is engaged in the business of textiles and the Company has two spinning unit(s) one at Neemrana (Rajasthan) and one at Hansi. is the wholly owned Subsidiary of the Company. None of the aforesaid warrants has been converted into Equity shares till date. whether optionally or otherwise or any combination thereof (hereinafter referred to as `Securities'). in terms of SEBI (Issue of Capital & Disclosure Requirements) Regulations. SEL Textiles Ltd.

Banks.e. Sanjiv Garg resigned from the Board of Directors of the Company w.e.2012 pursuant to the provisions of Section 260 of the Companies Act. AUDITORS' REPORT With reference to the Auditors remarks regarding Nonconfirmation of debit/credit balances. Mr.. Further the Company has paid listing fees to both the exchanges (i. Amit Narang and Mr. 1956 proposing the name of Sh. Shareholders & society at large for their understanding and support. Amit Narang was appointed as an Additional Director of the Company w. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. as required by Section 217(2A) of the Companies Act. The Company has received notice(s) along with requisite fee under the provisions of Section 257/258 of the Companies Act. Amit Narang and Mr. 1956.e.2012 (RAM SARAN SALUJA) CHAIRMAN 15 . 1975 are set out in a separate statement attached hereto and marked as Annexure-II and forms part of this report. DIRECTORS' RESPONSIBILITY STATEMENT The Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act. Further the re-appointment of Mr. BSE and NSE) upto financial year 2012-13. your Directors acknowledge the dedicated services rendered by all employees of the company.2012 and Mr. re- Ashwani Kumar is the chairman of the said committee. customers. The Audit Committee of the Company presently comprises of the following members namely Mr. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Information as per section 217(1)(e) read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules.06. Further the report of Auditors and notes on accounts are self explanatory and do not call for any further comments as there are no other adverse remarks by the Auditors. Ludhiana. PLACE : LUDHIANA DATED : 30.08. Dhiraj Saluja as Jt. 06.f. Mr. Navneet Gupta.f. ACKNOWLEDGEMENTS Your Directors express their gratitude to the Company's vendors. 13. Ranjan Madaan.f. Ÿ The annual accounts have been prepared on a going concern basis. the same were not confirmed by the respective parties despite the letters in this regard been sent to them.Meeting and being eligible offer themselves for appointment. 1956 read with the Companies (Particulars of employees) Rules. The required resolution(s) in this regard for their appointment/reappointment as such are included in the Agenda for the ensuing Annual General Meeting for the consideration and approval of the members of the Company. 2012 and of the profit of the Company for the year ended on 31st March. Ashwani Kumar. PARTICULARS OF EMPLOYEES Details of remuneration paid to employees. For and on Behalf of the Board For SEL MANUFACTURING COMPANY LTD. THE DIRECTORS CONFIRM THAT Mr. Further.e. Ÿ Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March. Chartered Accountants. 1956 and provisions of the Listing Agreement(s) of the Stock Exchange(s). Ÿ In the preparation of the annual accounts. Ÿ Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 09. Financial Institutions.f. LISTING WITH EXCHANGES AND LISTING FEES The Equity Shares of the Company are presently listed with Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Ltd.08. Amar Narang (alias Amarjit) ceased to be Director of the Company w. Sh. CONSERVATION OF ENERGY. AUDITORS M/s Dass Khanna & Co.06. 1988 are given in Annexure-I forming part of this report. 13. Kanwalnain Singh Kang was appointed as an Additional Director of the Company w.02. AUDIT COMMITTEE The Board has constituted its Audit Committee pursuant to the provisions of Section 292A of the Companies Act. Managing Director of the Company for a further period of three years is also to be confirmed. 2012. Finally.2012 due to his sad demise.e. 1956 and Article 92 of the Articles of Association of the Company. the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment. (NSE). Mr. Kanwalnain Singh Kang for the office of Director of the Company. the applicable accounting standards have been followed along with proper explanation relating to material departures.2012 and Mr.

62 1.00 1477.84 5.30 2011-12 618. TECHNOLOGY ABSORPTION Specific areas in which R & D activities were carried out by the company • Quality Improvement • Yield/Productivity Improvement • Energy Conservation • New Technology/Product development Benefits Derived • Better Quality.00 Cost 1 Kg(PSEB & DG) 2011-12 2010-11 1.47 4.92 3. Conservation of energy The company provides high priority to energy conservation schemes to conserve natural resources and is regularly taking effective steps to conserve energy wherever possible.) (A) Rice Husk used in Boiler/Turbine Qty.99 5. FORM A (Form of disclosure of particulars with respect to conservation of Energy) 1.85 2. in Lacs) Avg.41 0.16 0.99 40.02 5.05 630.70 547.12 4516. consumed in MT Amt. (Lacs) Rate per MT (B) Petro Coke (MT) Amt.19 16.14 6587.1988 ISSUED BY DEPARTMENT OF COMPANY AFFAIRS.11 0.18 5.54 4.30 19.00 22425.85 4.97 614405 224.60 699776 282.91 0.54 11.60 1. in Rs.54 Rate/units(PSEB& DG) 2011-12 2010-11 6. (Lacs) Rate Per MT Consumption per unit of Production Unit 1Kg(PSEB & DG) 2011-12 2010-11 0. in Rs.40 5.) Diesel Oil Quantity (Ltrs.27 0. discussions and analysis being undertaking regularly for further improvements. A.in Lacs) Rate per Unit (Rs.14 2.15 1.37 2440.63 3.12.17 3161. RESEARCH & DEVELOPMENT.95 36.59 3360.74 5.83 5.11 24.23 5.11 2088.) Cost (Rs. 1988: ADDITIONAL INFORMATION GIVEN IN TERMS OF NOTIFICATION 1029 OF 31. Power & fuel consumption (a) Electricity purchased Units (Lacs) Total Amount (Rs.00 17. Product Knitted Cloth Cotton yarn 100% KH & CB and all blended yarn/mly (mallange) Terry Towel Readymade Garment (Unit Piece) Cotton Double Yarn 3. This continues to remain thrust area with studies.44 67496.ANNEXURE-I TO THE DIRECTORS' REPORT Companies (Disclosure of Particulars in the Report of Board of Directors) Rules.41 5.) (c ) Captive Power Plant (CPP Turbine) Units (Lacs) Husk per Unit (Kg) Cost/Unit (Rs.48 0.14 3.61 137689.64 10.47 5.30 5.54 2010-11 474.00 3048.44 6.41 22.77 3.) (b) Electricity generated from Generator Units (Lacs) Unit per Litre of Diesel Oil Cost/Unit (Rs. Rate/Ltr (Rs.39 3. reduced wastages 16 .86 B. 3.56 18.

00.03. Ltd. the tenure of Appointment for Managing Director/Executive Director is for a period of 3 years. C.03% of total Revenue from Operations. Jt. Benefits Derived The Company has achieved improvement in quality and lower cost of production.80 Total R&D Exp.000 Diploma in business Administration Degree in Mechanical Engineering MBA Qualification Experience (Yrs. PLACE : LUDHIANA DATED : 30.08. FOREIGN EXCHANGE EARNINGS & OUTGO. In Lacs) a) Capital : 62. improvement of production processes and exploring and diversifying into new ventures etc. Mr. Ram Saran Saluja. The Company has been making efforts for absorption of latest technology.24 22191. Neeraj Saluja Mr. Co. Co. Managing Director is responsible for the overall management of the Company and provides strategic direction in selection of technology and machineries.00 b) Recurring : 00. allowances. is also incharge of overseeing marketing of yarn.2012 4621510 (4. garments. PLACE : LUDHIANA DATED : 30. Ltd.15%) 30. (Rs. taxable value of perquisites etc.2007 SEL Mfg.) Rs. all on the Board of the Company. Dhiraj Saluja Mr. *The nature of employment i. (Rs. Dhiraj Saluja are sons of Mr. 1956 read with the Companies (Particulars of Employees) Rules. 60. Managing Director Executive Director Rs.• Cleaner environment • Safer operations and improved competitiveness Future Plan of Action Management is committed to strengthen R & D activities for product development and to improve its competitiveness in the times to come. in Lacs) 2011-12 2010-11 (i) Foreign Exchange earned 46456. Technology Absorption The Company has not imported any technology from abroad during the last five years. For and on Behalf of the Board For SEL MANUFACTURING COMPANY LTD. 66. Vinod Kumar 53 45 40 Managing Director Jt. Expenditure on R & D (Rs. is 0. Mr.08. in setting up new manufacturing facilities. and looks after the complete function of marketing and delivery of our Company's products to the end customer. There have been concentrated efforts to maintain and improve exports performance and to meet the need of end users.00.52 For and on Behalf of the Board For SEL MANUFACTURING COMPANY LTD. Neeraj Saluja. Managing Director of the Company besides being responsible for the overall management of the Company along with Mr.e. of Shares held as on 31.75. EFFORTS AND INITIATIVES IN RELATION TO EXPORTS The Company has continued to maintain focus and avail of export opportunities based on economic considerations. 83.07. *Remuneration received includes basic salary. No. 1975 and forming part of the Directors' Report for the year ended 31st March.2010 Vardhman Texgarme Nil 28.49 347.59 (b) Other Expenditure 751.. *Mr. 2012: Name Age (Yrs.000 Rs. Neeraj Saluja. of joining Previous Employement SEL Mfg. Neeraj Saluja and Mr.85 FOB) value of exports as per Balance Sheet (ii) Foreign Exchange used (a) CIF value of Imports 41289. Nature of Duties Mr. Dhiraj Saluja.2012 (RAM SARAN SALUJA) CHAIRMAN ANNEXURE-II TO THE DIRECTORS' REPORT Information as per Section 217(2A) of the Companies Act. is also incharge of complete Manufacturing Department(s) of the company.000 Designation Gross Remn.05.) 20 Yrs in Textile Industry 16 Yrs in Textile Industry 31 Yrs in Textile 13. Executive Director & CEO besides being responsible for the overall management of the Company along with Mr.35 31850. Vinod Kumar Goyal.) Mr. 4621506 (4.2006 Dt. terry towels etc. However the company has been using the imported machinery. Neeraj Saluja and Mr. Dhiraj Saluja.2012 (RAM SARAN SALUJA) CHAIRMAN 17 .15%) Goyal & CEO Industry -nts Ltd.80 Total : 62.03.

500 7. emerging and developing economies continue to have the benefit of latent demand in their economies and need to continue with reforms to maintain growth.50 22 - 22 Your company continue to hold 99% stake in the partnership firm namely M/s SE Exports.pieces p. Megawatt Present Capacities 345. have led to significant dampening of business confidence in the country. Tehsil Malout. Further.200 8. However the Company has taken over the firm Kudu Industries. is the wholly owned Subsidiary of the Company.a. Dist Sri Muktsar Sahib (Punjab).040 72. 1. The company's philosophy on corporate governance aims at attaining the highest level of transparency. the manufacturing capacities of the Company (standalone basis) would be as under: Category Ring spinning Open-end spinning Yarn Processing Knitted fabric/cloth Fabric processing Terry Towel Readymade garments Captive power plant Unit spindles rotors TPA TPA TPA TPA Mn. subsidiary of the company is presently implementing a hotel project at Agra in the Sate of Uttar Pradesh.CORPORATE GOVERNANCE REPORT Corporate Governance aims to align as nearly as possible the interests of individuals. and a terry towel unit at Nawa Sheher Punjab. manufacturing and exporting various kinds of Knitted Garments. Terry Towels.200 4. These. the Government and lenders and to maximize returns to shareholders through creation of wealth on sustainable basis. accountability towards its stakeholders. Corporate Governance is a journey for constantly improving sustainable value creation and is an upward moving target.Expansion entation Capacities 3.21. the Company also proposes to set up a Open end spinning with capacity of 2040 Rotors and Knitted Fabric/cloth capacity of 72000 TPA. integrity.696 7. SEL Textiles Ltd. In the emerging markets economic activity dampened due to many factors. Omega Hotels Ltd. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Our activities are of importance to the social and economic environment of the communities in which we operate. However many advanced economies have made good progress in designing and implementing strong medium term fiscal consolidation programmes. denim fabric manufacturing capacity of 40 million meters per annum and around 8 million pieces of denim garments per annum at Vill Punjava-Lambi. Hissar (Haryana). 18 .050 3. Transparency.200 spindles.360 7. along with a sense of policy ambiguity and legislative uncertainty. SEL Textiles Ltd. domestic policy uncertainties and the cumulative impact of monetary tightening contributed to growth slowing down.50 Post Under Implem. (a) Industry Structure and Development In India the lower global demand. The Company: The Company is vertically integrated multi-product textile company. Knitted & Processed Fabric and various kind of Yarn with production facilities located at Ludhiana and NawanSheher in Punjab.056 2.. employees. some moderation in private consumption and fall in net external demand. out of which 1. The said spinning facility is the largest under one roof in India. corporate and society and enhancing the stakeholders' value.840 spindles have already been installed. The growth slowdown has been driven by a sharp fall in investment. including shareholders. Helping to bring positive benefits to such communities not only improves their state of well-being but also facilitates the smooth running of our operations.000 9.240 4. At the same time. After the completion of the expansion projects under implementation. is also setting up a project with spinning capacity of 188160 spindles.150 16. We strongly believe that strong governance is integral to creating value on a sustainable basis.150 16.200 8.95. The Company is setting up a new project in the state of Madhya Pradesh consisting of spinning unit with a capacity of 571. professionalism and accountability are the cornerstones of our value system.75. SEL Textiles Ltd.500 79. is engaged in the business of textiles and the Company has two spinning unit(s) one at Neemrana (Rajasthan) and one at Hansi.050 3. Baddi in Himachal Pradesh and Sehore in Madhya Pradesh.

10039.01 2010-11 (Rs.81 Knitted Fabric/Cloth 72016.53 25721. Terry towel by 106. Textiles.16 lacs during the previous year. Cotton is an agricultural product and its supply and quality are subject to forces of nature. which in turn would have an material adverse effect on our business. Ltd. The Company's captive power plant uses helps to mitigate some of the power cost risk.55 27. The Company is functioning in only one Reportable Segment i. the company is generally able to pass on the increase in raw material prices to its customers. falling value of rupee.87% respectively.SEL Aviation Pvt.31% & that of Hosiery Garments by 70. 7183. tariff prices for power have been increasing. The profit before tax stood at Rs. Create and sustain a positive perception of SEL in its areas of operation. The sharp increase in cotton prices and other input costs make it difficult for Indian exporters to compete in the international market. The Company also acquired majority stake in SEL Ecochem Pvt. in Lacs) 26370. Any material shortage or interruption in the domestic supply or deterioration in the quality of cotton due to natural causes or other factors could result in increased production costs.55 lacs in the previous year.29 lacs as compared to Rs. SEL Textiles Ltd. Partner with communities for sustainable development.87 17. Our primary raw material is cotton. the Profit after tax stood at Rs.64 61263. your company has achieved Revenue from Operations of Rs. (c ) Dividend In order to conserve resources for the ongoing and future expansion plans of the Company no dividend has been declared for the financial year 2011-12. 158321. Ltd. Ltd. However. subsidiary of the company is in the business of aviation services and holds a Non-Scheduled Operator's permit under the Director General of Civil Aviation Rules and Regulations. However Production cost will decide competitiveness of the industry in global market and shape future structure of the industry. which we source from the domestic market. Silverline Corporation Ltd. the Company has over the years developed considerable expertise in responding to the changes in prices & demand. Threats. Segment wise Performance A Snapshot of major segmental sales/turnover for the current year and its comparison with the previous fiscal is tabulated below:Segment Hosiery Garments Yarn Terry Towel 2011-12 (Rs. in July. Advancement in technology may require us to make During FY 2011-12. Any increase in cotton prices would have a material adverse effect on our business.. risks and concerns While there is a proper structure for risk management. (b) Company's Performance During the year under review. Threats. Over the past year. in Lacs) 45059.20 12467. which is regularly implemented across the organization. 10790.55%.21 44965. It plays a pivotal role in contribution of industrial output. Due to company's integration & order based pricing. The Sales of knitted cloth grew by 17. development of new markets and maintain the quality of our products to satisfy and exceed the expectations of the market and look forward to a better market sentiment for textiles. eventually resulting in a higher return threshold. acids. etc. Yarn Sales grew by 27.31 Growth (%) India is one of the largest producers of textiles/apparels in the world. Risks & Concerns 19 .50%. rising inflation coupled with a weak industrial sector have emerged as challenges for India economy. which we may not successfully be able to pass on to customers. there are certain regular risks and concerns that surface in the business. SEL Ecochem Pvt. 203834. (d) Outlook: Opportunity. Any increase in these costs has a negative impact on the profits of the company. After providing for taxes and other adjustments.24 lacs as compared to Rs.14 lacs during the previous year.97 57331. Power and Fuel are major manufacturing costs while producing textiles. export earnings and employment generation. hence Segment Reporting required under AS-17 is not applicable.. proposes to commence the business of chemicals. 14924. 2012 thereby making it the Subsidiary of the Company. There can be no assurance that the price levels of cotton will remain favorable..42 70.e. Indian textiles and apparel sector has an overwhelming presence in the economic life of the country. The turbulent global conditions. is in the business of textiles and has acquired a spinning unit at Vadodara (Gujarat). the wholly owned subsidiary of the company holds the majority stake in M/s Silverline Corporation Ltd. Our principal operating strategies: We are committed to focus on cost cutting strategies.50 106. Your directors believe in sustained increase in shareholder value.79 lacs as compared to Rs.

This has enabled the Company to reduce its time in various critical areas. Market data and product information contained in this report have been based on information gathered from various published and unpublished reports and their accuracy. Our focus on sustainable growth. value of time. There is adequate representation of independent directors on the Board. accountability and equity in all dealings with shareholders. enable us to successfully implement various expansion projects. and Products in Data Processing (SAP). employees. Executive as well as Non-Executive as well as members of Senior Management. lenders. which could be different from what the management envisages in terms of performance and outlook.“ The Company's Board of Directors and Senior Management are responsible for and are committed to setting the standards of conduct contained in this Code and for updating these standards. the Company's diversified product profile. manufacturing flexibility. divisions for safeguard of the Company's assets and for their protection against loss from unauthorized use or disposition. (ERP)/Systems. modern technology & strong marketing network has equipped the company well to meet competitors. safety in operations and total customer satisfaction is unrelenting. together with our strong management and design capabilities. as appropriate. The management of the Company reserves the right to revisit any of the predictive statement to decide the best course of action for the maximization of the shareholders' value apart from meeting social and human obligations. Our human resource policies are targeted at creating a motivated work force. The internal control and audit function covers all the plants. However. reduction in wastages and enhanced overall cost efficiency. In pursuance of the above. This code is a comprehensive Code applicable to all Directors. Most of the Company's critical functions such as operations. C O M PA N Y ' S P H I L O S O P H Y O N C O D E O F GOVERNANCE: Your Company is committed to the attainment of highest level of transparency. Cautionary Statement: Statements in Management discussion and analysis report with regard to projections. This has also helped the Company to reduce its costs of operations. effectiveness and responsiveness to the needs of local and international investors and all other stakeholders as 20 . self-discipline. 2 . ethics and governance. Our work force consists of more than 8000 employees. in detail. 1956 that reviews internal control system of the Company from time to time besides looking into other areas in its scope. reliability and completeness cannot be assured. The Company has established various training centres for upgradation of worker skills. estimates and expectations have been made in good faith. commitment to quality. quality approach. (e) Internal Control System and their adequacy Your company has adequate internal control systems commensurate with its size and nature of business to ensure efficient utilization and protection of assets. compliance with statutes and proper recording of all transactions. Our efforts in building a conducive work atmosphere have helped us in having lower attrition rates. Applications. The internal audit department performs internal audit periodically to ascertain their adequacy and effectiveness of other controls in the organization. Many unforeseen factors may come into play and affect the actual results. We believe our sophisticated equipment and skilled employee resources. The company has also an Audit committee constituted pursuant to the provisions of Listing Agreement and Section 292A of the Companies Act. value-added segments. 2(A) Code of Business Conduct and Ethics for Directors and Senior Management: The Board has adopted the Code of Business Conduct and Ethics for Directors and Senior Management (“the code”). (f) Human Resources: Textile Industry is highly labour intensive in nature. centers around the following theme. the Board of Directors has constituted committees to implement its policies and guidelines and has set up adequate review systems for exercising effective management control and ensuring compliance of laws. the standards of business conduct. government and other business constituents in all dealings in pursuit of its overall organizational goals.additional capital expenditure for upgrading our manufacturing facilities. to ensure their continuing relevance. The Company will continue its efforts towards raising the standards in Corporate Governance and will also review its systems and procedures constantly in place with the changing economic environment from time to time as it feels that the Corporate Governance should be need based and is not seen only as an issue of compliance dictated by Statutory requirements. productivity improvement. supply chain. finance & accounts and human resources are linked through implementation of Enterprise Resource Planning. We believe in timely and transparent disclosure of information. The Code while laying down. integrity.

19.11. Companies* No.2011.12. Yes Yes No Yes No Yes Yes Yes Yes No N.2012. Chairman Member 1 3 1 ----------4 4 6 1 -3 --3 --- Chairman -1 -3 ---1 ----- Member 2 1 -3 3 -3 1 --2 -- 21 . (b) Composition The Board presently comprises of Ten Directors of which Five are Independent Non-Executive Directors. 23.A. 13.2011.2012. Companies No.10.03. N. rules.10. No Name Designaton Category violations of laws.08.01. 02.2012 and 28.02. A declaration signed by the Managing Director is given below: I hereby confirm that: The Company has obtained from all the members of the Board and Senior Management.2011.09. 21.2011. attendance of Directors at Board Meetings held during 2011-12 and their other memberships are given below: Attedance at Last AGM Total Number of Directorships in other Public Ltd. 18.A.08.2011.A. 14. of Committee Positions in Public Ltd. regulations or unethical conduct to their immediate supervisor/notified person/Audit Committee and have never been denied access in reporting as such. Director 2(B) Whistle Blower Mechanism: The Company promotes ethical behaviour in all its business activities and has put in place mechanism of reporting illegal or unethical behaviour. 22.03. 3.2011. 31. 01.06. Neeraj Saluja Mg.” The Code has been circulated to all the members of the Board and Senior Management. 15. This Code should be adhered to in letter and in spirit. legal and regulatory developments. 16 Board Meetings were held on 10. 14.12. 13.A.2011.2012.2012 respectively. BOARD OF DIRECTORS: (a) Board Meetings During the financial year 2011-12.05. of Board Meetings Attended 1 2 3 4 5 6 7 8 9 10 11 12 Ram Saran Saluja Neeraj Saluja Dhiraj Saluja Ashwani Kumar Sanjiv Garg** Amar Narang** Navneet Gupta Ranjan Madaan Vinod Kumar Goyal Prem Kumar Amit Narang** Kanwalnain Singh Kang** Chairman Managing Director Jt. affirmation that they have complied with the Code of Business Conduct and Ethics for Directors and Senior Management in respect of the financial year 2011-12. 30.05.2011. Managing Director Director Director Director Executive Director & CFO Director Executive Director & CEO Director Director Director Promoter Promoter Promoter Independent Independent Independent Executive Independent Executive Independent Independent Independent 13 14 01 02 06 11 16 10 11 01 N. The details of the Board composition.2011. N.03.also to reflect corporate.2011. Employees are free to report S.2011.

2011-12. Amit Narang joined the Audit committee w. Ranjan Madaan Mr. Mr. 13. Sanjiv Garg resigned from the Board of Directors of the Company w.05.e. Sanjiv Garg* Sh. Sanjiv Garg* Sh.2011.2012. Mr. Sh.Y. Ashwani Kumar Sh. 13. (d) Audit Committee The Audit Committee of the Company comprises of the following members namely Mr.2012. 14.06. 13.2012 respectively. The remuneration committee comprises of three members namely Mr. The holding(s) of Non-Executive directors in the Company as on 31. Mr.f. Ashwani Kumar Mr. Ram Saran Saluja.2012 is given as under: Name of the Director Mr.f. Amar Narang ceased to be member of Audit Committee w.02. 06. Navneet Gupta.06. Memberships/Chairmanships of only the Audit committees and Shareholders'/Investors Grievance Committees of all Public Limited Companies have been considered.06.2012 and Sh. Amit Narang and Mr.e. Sh.05. Ranjan Madaan joined the Remuneration committee as Chairman w.f.2012 The Remuneration Committee has been constituted to recommend/review the remuneration package of the Managing/Whole time/Executive Directors. 13.e. Neeraj Saluja and Mr. Mr. During the F.2011 and 13. Amar Narang ceased to be member of Remuneration Committee w. Amit Narang. 06. 1956.f.03.08. Ashwani Kumar and Mr.2012 and Mr. Mr. Sanjiv Garg Mr. The terms of reference of the Audit Committee are as contained in Clause 49 of the Listing Agreement and as in Section 292A of the Companies Act.each) 4621505 75 – – -- Name of Member Sh.02. of shares held (face value of Rs.e. Ranjaan Madaan is the chairman of the said committee.f. Ranjan Madaan joined the audit committee w.e. All these members are non-executive Independent Directors of the Company.06.11. 06.06. Amit Narang was appointed as an Additional Director of the Company w.f. Ashwani Kumar (Chairman).e. Navneet Gupta Sh. the Audit Committee met on 09. Sanjiv Garg ceased to be member of Audit Committee w.2012. Amar Narang* Sh.e.f.e.f. Ram Saran Saluja Mr. Prem Kumar No.02.08. 09. 14. Amar Narang* Sh.2012 and Sh. Ranjan Madaan. Amit Narang joined the Remuneration committee w. **: Mr.e. 14.2012 and Sh.10. Ranjan Madaan.e.2011 and 14. Dhiraj Saluja are sons of Mr.e.06. Attendance of each Member at the Remuneration Committee meetings held during the year: Name of Member Sh. 09.02.2012 and Mr. Attendance of each Member at the Audit committee meetings held during the year: *: Sh. Sanjiv Garg ceased to be member of Remuneration Committee w. Kanwalnain Singh Kang was appointed as an Additional Director of the Company w. 09. all on the Board of the Company.02. Ranjan Madaan* No of meetings attended 2 2 2 - c) Information of Directors including those being Appointed/Re-appointed Particulars of Directors seeking appointment/re-appointment are given in the Annexure annexed to the Notice for the ensuing Annual General Meeting. 13.2012 and Sh. Mr.02. based on performance.e.2012 due to his sad demise. During the year the Remuneration Committee met on 18. Amar Narang (alias Amarjit) ceased to be Director of the Company w.f. Ranjan Madaan are non-executive Independent Directors of the Company. 1956 and clause 49 of the Listing Agreements.Notes: Mr. Further. Amit Narang and Mr. Ashwani Kumar Sh.f. Sh.f.2011. Ranjan Madaan* No of meetings attended 3 3 3 4 - *: Sh. *In accordance with Clause 49.10/. Ashwani Kumar.f.2012 (e) Remuneration Committee The Company has constituted Remuneration Committee in line with Schedule XIII of the Companies Act. 22 .2011 respectively.

The Company at present does not have a Scheme for grant of Stock Options to the Managing Director/Executive Director(s) or Employees of the company.02. Further.f. Non-executive Directors have not been paid any other remuneration except Sitting fees for attending meeting(s) during the Financial Year 2011-12.T. that may have potential conflict with the interest of the company at large.f. Sh. Dhandari Khurd. Ranjan Madaan. there was no material significant transaction with the promoters. Vinod Kumar Goyal Managing Director Jt. Date & Time Of Meeting Tuesday.00 60. 23 . based on review of achievements. Amar Narang ceased to be member of Investors' Grievance Committee w. Nine Investor complaints were received which were resolved satisfactorily. 05.M.08.2012 During the F. directors. 9th Agm Wednesday. Of Special Resolutions 11th Agm 274. 06. 6. Ranjan Madaan. The details of remuneration paid to them during the Financial year 2011-12 are given below : NAME DESIGNATION GROSS SALARY (Rs. G. G.2012 and Sh.T.Y.87 Executive Director & CEO 66. Sh. 4. The criteria for payment of remuneration is time spent by the Non-Executive directors at the Board/Committee meetings and advice given be these directors to the Management. Ludhiana (punjab) 141010 274. 7.08. Ludhiana (punjab) 141010 274. Jt. Navneet Gupta Sh. Dhandari Khurd. 2011-12 on 29. The Company did not pass any resolution through postal ballot during the financial year 2011-12 and further the Company do not propose to pass any resolution through postal ballot in the ensuing Annual General Meeting. management.f.2012 and Sh.e. Whole time Director/Executive Director are for a period of 3 years each respectively with no severance fees. The Compliance officer of the committee is Mr. Road. Ram Saran Saluja and Mr. DIRECTORS' REMUNERATION: The Company pays remuneration to the Managing Director. 2011-12. 5.M. There has not been any non-compliance by the company in respect of which penalties or strictures have been imposed by Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the last three years. Mr. in Lacs) Sh. 26. DISCLOSURES: During the period under review. Dhandari Khurd.. Mg. The Company has not granted any stock option to any of its NonExecutive Directors. Whole time Director/Executive Director as approved by the members of the Company in the General Body Meeting and as recommended by the Remuneration Committee of the board.2009 9. Road. Dhiraj Saluja Sh.2011 respectively. 09.06. INVESTORS' GRIEVANCE COMMITTEE: The Investors' Grievance Committee of the Company comprises of the following members namely Mr.T. Managing Director 83.2010 9.75 The tenure of appointments of the Managing Director. There were no other pecuniary relationships or transactions of the Non-executive Directors vis-à-vis the Company.Y. their relatives etc. Venue No. there was no pendency in respect of share received for transfers/dematerialization.02.M. Sanjiv Garg ceased to be member of Investors' Grievance Committee w. Amit Narang. GENERAL BODY MEETINGS: The details of last three Annual General Meetings (AGM) are as follows: Meeting Day. Ranjan Madaan is the chairman of the said committee.00 A.11. The quorum for the meeting is two Directors and the committee meets frequently to dispose of Investors complaints/requests as required. 14. G. Amit Narang joined the Investors' Grievance committee w.00 *: Sh. Ranjan Madaan joined the Investors' Grievance committee as Chairman w. 10th Agm Saturday.00 A. 13. Road.06. Director.00A. Neeraj Saluja Sh.e.07.e. 07.2011 9. The remuneration policy is in consonance with the existing Industry practice.2012. Ludhiana (punjab) 141010 Two Three Three Executive Director & CFO 27. One Extra-ordinary General Meeting of the company was held during the F.e.The remuneration policy is directed towards rewarding performance.f.

Further the Company on 09. Venue : Regd.) 141 014 ii) Financial year 2012-13 First Quarterly Results Second Quarterly Results Third Quarterly Results Fourth Quarterly Results Annual Results 2012-13 iii) Date of Book Closure : : : : : : Mid. 2009. Dhandari Khurd. The Economic Times and Desh Sewak. 2012 By end of January.2012. 2012 By end of October.000.Convertible Warrants and GDR Issue: During the year 2011-12.2012). MEANS OF COMMUNICATION: The Company communicates with the shareholders at large through its Annual Report. 5.06. May.M.200. from 21. Office of the Company: 274. the Company had allotted 1. G. 2013/Mid. 2012 09. All of the aforesaid warrants were converted into Equity Shares during the year 2011-12 itself. Whistle Blower Policy: Though there is no formal Whistle Blower Policy.T. National Stock Exchange of India Limited (vi) Stock code NSE: SELMCL BSE: 532886 ISIN Number for NSDL/CDSL: INE105I01012 24 . the Company promotes ethical behaviour in all its business activities and has put in place mechanism of reporting illegal or unethical behaviour.000 Global Depositary Receipts (GDRs) representing 220. 2009. from 09. 2013 In the month of May/June.30 A. 2012/Mid. 2013/Mid. Employees are free to report violations of laws.e. These GDRs are listed on the Luxembourg Stock Exchange.in.000 Equity shares of the Company (Each GDR representing 100 Equity shares of the Company) at a price of US$ 19.12. 2.2011). details of which have been given earlier. Nov. 8. 2012 to September 28. regulations or unethical conduct to their immediate supervisor/notified person/Audit Committee and have never been denied access in reporting as such. rules.000 convertible warrants on preferential basis.25/per share for every warrant held. 10/. The Financial Results of the Company are also made available at the Company's website www. 2013 September 22. in terms of SEBI (Issue of Capital & Disclosure Requirements) Regulations. Compliance with clause 49 Mandatory Requirements The Company is compliant with the applicable mandatory requirements of the clause 49. 10/. GENERAL INFORMATION FOR SHAREHOLDERS: i) 12th Annual General Meeting Date and Time : : Friday. Feb.6429 per GDR.29.each at a premium of Rs.20. has allotted 7.2012 has issued 2. the 28th day of September. carrying an option to the holder of such warrants to subscribe to one equity share of Rs. Non Mandatory Requirements Remuneration Committee: The Board has constituted a Remuneration Committee. The Quarterly Financial Results are published in prominent daily newspapers like The Financial Express/Business Standard. Road. within 18 months from the date of allotment (i. filings made with Stock Exchanges and by filing reports & returns with the Statutory bodies like the Registrar of Companies and Stock Exchanges. 9. Ludhiana (Pb. 2011-12 (v) Listing : The Equity Shares of the Company are Listed with: B o m b a y S t o c k Exchange Limited.00. in terms of SEBI (Issue of Capital & Disclosure Requirements) Regulations.e.000 convertible warrants on preferential basis. None of the aforesaid warrants has been converted into Equity shares till date.each at a premium of Rs. The Company on 01.06.Y. 2012 (both days inclusive) (iv) Dividend Payment Date : No dividend has been declared for the F.00/per share for every warrant held. August.selindia.06. carrying an option to the holder of such warrants to subscribe to one equity share of Rs. within 18 months from the date of allotment (i. 2013 By end of April.00.

70 11.55 At National Stock Exchange of India Limited (NSE) (in Rs.003. 2nd Floor.85 12.75 19. Ltd. Phase-II.85 11. (formerly Intime Spectrum Registry Limited) having its office at A-40.00 17.07 17.97 18.78 18.702.20 16.39 19.01 99.69 15.35 10.10 12.80 22.10 18.65 09.87 18.668 7.60 11.2012 Share Holding Share Holders Number Up to250 251 to 500 501 to 1000 1001 to 2000 2001 to 3000 3001 to 4000 4001 to 5000 37468 12263 8673 4906 1694 865 695 % to total 54.166 2.25 14.003 Physical Mode 5 Electronic Mode 68458 111344063 99. The process of transfer/transmission/transposition etc.20 10.911 2.00 18.528 1.523.13 17. The Investors' Grievance Committee specifically looks into the redressal of Investors' complaints like transfer of equity shares and related matters.43 15.00 00.440.015 1.20 14.135.131.345 5001 to 10000 1046 10001and above TOTAL 853 68463 100.35 08.912 12.70 17.040. Near Batra Banquet Hall.806 2. 2011 June.02 17.40 09. (ix) Distribution of shareholding as on 31.946 6.00 16.26 17.60 Month’s low quoted price 17.50 11.10 11.99 111347000 100.95 14.86 15.475 1.10 19.03.258.786. The dematerialized shares will be directly transferred to the beneficiaries through the depositories.869 62.920.478.253. The International Securities Identification Number (ISIN) IS ISIN-INE105I01012 The Company has appointed M/s Link Intime India Pvt.873.263 1.40 10.86 15.65 16.10 18.805 3.65 11.71 17.65 10. Naraina Industrial Area.50 19.38 18.358. of equity shares in physical form including dispatch of the share certificates/option letters is completed within a period of 1015 days if the documents are in order in all respects. New Delhi 110028 as Registrar for depository services and share transfer work.70 18.20 10.80 19.811.404 6.211.60 11.745.908.131.14 19.34 11.61 April. 2011 July.474 6.57 13.80 17.061.) Month’s high quoted price 22.53 15.90 16.60 15.(vii) Stock Market Data : The highest and the lowest share prices are indicated below: Month BSE SENSEX High Low 18.50 13.05 08.80 16.19 17.55 16.) Month’s high Month’s low quoted price quoted price 22.84 13.50 13.246 Share Holding Number 3829940 4981773 7131107 7577250 4354861 3124229 3279986 7648552 69419302 % to total 3.00 2937 00.440 4.01 15.13 17.60 10.976.89 14.727 17. 2011 May. 2011 August 2011 September 2011 October 2011 November 2011 December 2011 January 2012 February 2012 March 2012 At Bombay Stock Exchange Limited (BSE) (in Rs.314.90 16.69 (viii) Dematerialisation of Shares/ Registrar Transfer Agents & Share Transfer system: The equity shares of the Company are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).801.997 25 .40 15.765.

Road. (d) C 256-257.2011. 3. 94 Fax no: 011.52 49.85 100.04. G. Shekhan Majara.) 141014 e-mail ID of the grievance redressel division : ipo@selindia. 2nd Floor. 2.co.2012 Category Promoter and Promoter Group Financial Institutions/Banks Foreign Institutional Investors Bodies Corporate Public (Individuals) Others TOTAL S.) (f) Vill. Sehore.in (xiii) Investors Correspondence: (a) Investor correspondence: All queries of investors regarding the Company's shares in physical/demat form. 93. 1. payment of dividend on shares.2012 issued pursuant to Initial Public Offer (IPO): Particulars Aggregate Number of Shareholders and the outstanding shares in the Suspense account at the beginning of the year i. Ashta. 93. Machiwara Rahon Road. 31.64 00.e. 94 Fax no: 011. Focal Point.4141 0591 E-mail delhi@linkintime. (xii) Registrars and Transfer Agents *The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.(x) Share Holding Pattern as on 31. Industrial Area.4141 0591 E-mail delhi@linkintime.co. No. Madhya Pradesh 26 . 106. Ludhiana (Pb. Phase-II. Dist.00 Cases 01 00 00 01 No. Dhandari Khurd.03. Phase VIII. Number of Shares 27729044 708565 100000 23957836 54561087 4290468 111347000 % to Total Shares 24. Ltd. 2nd Floor.2012.41410592. Naraina Industrial Area. H.. Baddi (SFS) . 274. 4.41410592. (Formerly Intime Spectrum Registry Limited) A-40. Ludhiana (e) Vill. of Shares 361 00 00 361 (xi) Details of Unclaimed shares* as on 31. Ludhiana (b) Vill Bajra Road.e. Near Neelon Canal Bridge. (b) For securities held in Demat form (Formerly Intime Spectrum Registry Limited) A-40. New Delhi 110 028 Phone No: 011.in (xiv) Plant locations of the Company and its subsidiary(ies): (a) Vill: Lal Kalan. Teh.selindia. Mehatwara. Number of Shareholders to whom shares were transferred from suspense/escrow account during the year. 01.03. Near Batra Banquet Hall.in To the Depository Participant C) Any query on Annual Report Secretarial Department SEL Manufacturing Company Ltd. Near Batra Banquet Hall.03. & Distt. Number of shareholders who approached for transfer of shares from suspense/escrow account during the year. Dist: Solan. Naraina Industrial Area. etc.T. Teh. Nawanshehar (Pb.P. Aggregate number of Shareholders and outstanding shares in the Suspense Account at the end of the year i. New Delhi 110 028 Phone No: 011. may be sent to the following address: Link Intime India Pvt.09 21. Link Intime India Pvt.in website: www. Ludhiana 141 007 (c) Plot No. Phase-II.90 00. Teh: Samrala Ludhiana-Chandigarh Road. Ltd.00 03.

Nawanshehar. RIICO Indl.T. Shanti Mangalick Hospital.(g) G.) (xv) Unclaimed Dividends There is no amount lying pending with the company till date CERTIFICATE (on compliance of conditions of Corporate Governance) To The Members of SEL Manufacturing Company Ltd. Taj Nagari Phase-1. karjan. Himachal Pradesh 23KM Stone.e. Sri Muktsar Sahib (Punjab) (n) NH-8.2. (i) (j) Plot No. Fatehabad Road.P. Dist. Members who have not encashed their dividend for the financial year ended March 31. Mcdonalds. and the representations made by the Directors and the Management. Doraha. Hansi (Hisar) which needed to be transferred to the Investor education and Protection fund administered by the Central Government. adopted by the Company for ensuring the compliance of the Corporate Governance. Delhi-Hisar Highway. Udhowal.. 000402N Place : Ludhiana Date : 30. Area. We further state that such compliance is neither an assurance as to the further viability of the company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. Industrial Area. Punjava-Lambi. 2008. are requested to make their claims to the Registrar/Company.. Malout. No: 083142 27 . Lakodara. the CEO i. Vill. Our examination was limited to review of the procedures and implementation thereof. It may be noted that once the unclaimed/unpaid dividend is transferred to the credit of the said Fund. The compliance of conditions of Corporate Governance is the responsibility of the management. Road. Teh. (h) A-15. Distt. 90.2012 (Rakesh Soni) PARTNER M.08. Agra (U. Pursuant to Section 205C of the Companies Act. 2012. as per Clause 49 of the Listing Agreement of the said company with the Stock Exchange(s). (k) 15B. We have examined the compliance of conditions of Corporate Governance by SEL Manufacturing Company Ltd. Dist. 1956. for the year ended on 31st March. Teh. (xvi) CEO/CFO Certification As required by sub clause V of Clause 49 of the Listing Agreement with the Stock Exchanges. Neemrana. Opp. Ludhiana. Opp. It is neither an audit nor an expression of opinion on the financial statements of the Company. the amount remaining unpaid or unclaimed for a period of seven years from the date they became due for payment shall be transferred to Investor Education and Protection Fund ("Fund"). no claim shall lie in respect thereof. In our opinion and to the best of our information and according to the explanations given to us. the Managing Director and CFO have certified to the Board about compliance by the company with the requirements of the said sub clause for the financial year ended 31st March. Phase-VII. For Dass Khanna & Co. 2012. Saheed Bhagat Singh Nagar (Punjab) (m) Vill. Chartered Accountants Firm Regn. Vadodara (o) Plot No. Baddi (SFS). Alwar (l) Vill. No. Focal Point.. we certify that the Company has complied with the conditions of Corporate Governance as per Clause 49 of the above mentioned Listing Agreement. District Solan. Ludhiana.

as well as evaluating the overall financial statement presentation. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements.No. give the information required by the Companies Act. which to the best of our knowledge and belief were necessary for the purposes of our audit. of the cash flows for the year ended on that date. An audit includes examining. Further to our comments in the Annexure referred to in paragraph 3 above. (vi) On the basis of written representations received from the directors. profit and loss statement and cash flow statement dealt with by this report are in agreement with the books of account and audited branch returns. 1956. (iii) The reports on the accounts of the company's overseas branch at United Arab Emirates audited by other auditors have been forwarded to us and have been dealt with by us in preparing this report. we report that: (i) We have obtained all the information and explanations. evidence supporting the amounts and disclosure in the financial statements. 31 of the Balance Sheet and read together with other notes thereon. 2012 and taken on record by the Board of Directors. we report that none of the directors is disqualified as on 31st March. 1956.05. of the state of affairs of the company as at 31st March 2012. (ii) In our opinion.2012 (RAKESH SONI) PARTNER M. as on 31st March. the balance sheet.AUDITOR'S REPORT The Members SEL Manufacturing Company Limited 1. 3. 28 . proper books of account as required by law have been kept by the company. so far as it appears from our examination of those books and proper returns adequate for the purpose of our audit have been received from the company's overseas branch at United Arab Emirates audited by other auditors. of the profit for the year ended on that date. 1956. b) In the case of the profit and loss statement. An audit also includes assessing the accounting principles used and significant estimates made by management. 83142 2. and c) In the case of Cash Flow Statement. (v) In our opinion. subject to Non confirmation of debit/credit balances as stated in note no. we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order on the basis of information & explanations received by us and report received by the company from the auditors of the company's overseas branch at United Arab Emirates on which we have relied. the said accounts. United Arab Emirates audited by other auditors'. 2012. on a test basis. We believe that our audit provides a reasonable basis for our opinion. 4. in which are incorporated the returns from the company's overseas branch at Sharjah. 000402N PLACE: LUDHIANA DATED: 29. annexed thereto. 1956. the profit and loss statement and the Cash Flow Statement for the year ended on that date. Our responsibility is to express an opinion on these financial statements based on our audit. CHARTERED ACCOUNTANTS Registration No. in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: a) In the case of the balance sheet. FOR DASS KHANNA & CO. These financial statements are the responsibility of the company's management. 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act. 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act. (vii) In our opinion and to the best of our information and according to the explanations given to us. We conducted our audit in accordance with the auditing standards generally accepted in India. As required by the Companies (Auditor's Report) Order. profit and loss statement and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act. (iv) The balance sheet. We have audited the attached balance sheet of SEL Manufacturing Company Limited for the year endedas at 31st March.

1956 and the Companies (Acceptance of Deposit) rules. During the course of our audit. 1975. there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory. the company has an internal audit system commensurate with the size and nature of its business. Therefore the provisions of paragraph 4(iii) (a) to (iii) (d) of the above said order are not applicable to the company. no material discrepancies were noticed on such verification. we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act. firms or other parties covered in the register maintained under section 301 of the Companies Act. The discrepancies noticed on verification between the physical stocks and the book records were not material. (b) In our opinion and according to the information and explanation given to us. (b) The company has not taken any loans secured or unsecured from companies. (b) All the fixed assets have not been physically verified by the management during the year but there is a regular program of verification which. vii) In our opinion. we are informed. viii) We have broadly reviewed the books of accounts maintained by the Company pursuant to the Rules made 29 . 1956 and exceeding the value of rupees five lakh in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time. are in the process of being compiled. the frequency of verification is reasonable. is reasonable having regard to the size of the Company and the nature of its assets. fixed assets and for sale of goods & services. 1956. v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management. firms or other parties covered in register maintained under section 301 of Companies Act. (c) On the basis of our examination of the records of inventory. in our opinion. In our opinion. we have not observed any continuing failure to correct major weaknesses in internal controls. ii) (a) As explained to us. the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act. Section 58AA or any other relevant provisions of the Companies Act. According to the information and explanations given to us.ANNEXURE TO THE AUDITOR'S REPORT (REFERRED TO IN PARAGRAPH (3) OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF SEL MANUFACTURING COMPANY LIMITED AS AT AND FOR THE YEAR ENDED 31ST MARCH 2012) i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets except for certain items of fixed assets. Hence. we are of opinion that the company is maintaining proper records of inventory. 1956 have been entered in the register required to be maintained under that section. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal. iv) In our opinion and according to the information and explanations given to us. iii) (a) The company has not granted secured or unsecured loans to companies. the company has not made any substantial disposal of fixed assets during the year and the going concern status of the Company is not affected. the quantitative details of which. (c) In our opinion and according to information and explanations given to us. the clauses (iii)-(e) to (iii)-(g) are not applicable. 1956. vi) The Company has not accepted deposits from the public within the meaning of Section 58A. (b) In our opinion and according to the information and explanations given to us. the inventory has been physically verified during the year by the management. the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

30 . excise duty. the funds (lying unutilized out of Global Depository Receipts raised in 2009-10 and 2010-11) have been utilized for the respective purposes for which they were raised as referred to note-40 of the balance sheet. xviii)According to the information and explanations given to us. (b) According to the information and explanations given to us. Custom Duty. 000402N PLACE: LUDHIANA DATED: 29. debentures and other securities. The investments made in equity shares is held in its own name except six shares of a 100% owned subsidiary company SEL Textiles Ltd. CHARTERED ACCOUNTANTS Registration No. the company is not a chit fund or a nidhi mutual benefit fund/ society. ix) (a) According to the records of the company. tax. Cess and other material statutory dues in arrears. FOR DASS KHANNA & CO. the terms and conditions on which the Company has given guarantee for loans taken by its 100% owned subsidiary from banks are not prejudicial to the interest of the company. xv) In our opinion. xiv) In our opinion. the company has not issued debentures. service tax. employee state insurance and provident fund which are not material.No. 83142 xi) In our opinion and according to the information and explanations given to us. 2012 for a period of more than six months from the date they became payable. xiii) In our opinion. 1956 and we are of opinion that prima facie. the provisions of clause (xiii) of paragraph 4 of the order are not applicable. the company has made preferential allotment of equity warrants to parties covered in the register maintained under section 301 of the Act. we report that funds raised on short term basis have prima facie not been used for long term investments. cess and other material statutory dues applicable to it though there has been slight delays in few cases of income tax deducted at source. the price at which equity warrants have been issued is not prejudicial to the interest of the company. The company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year. In our opinion. the term loans raised during the year were applied prima facie for the purpose for which the loans were obtained. xvi) In our opinion and according to the information and explanations given to us. the company is regular in depositing undisputed statutory dues including income tax. there were no undisputed amounts payable in respect of Income Tax. the company is not dealing in or trading in shares. held in the name of other persons in which company is beneficial holder. no fraud on or by the company has been noticed or reported during the course of our audit. Wealth Tax. securities. debentures and other investment. provident fund. the company has not defaulted in repayment of dues to banks or financial institutions. xix) According to the information and explanations given to us. employees state insurance.2012 (RAKESH SONI) PARTNER M. xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company. However during the year. sales tax. the prescribed accounts and records have been made and maintained. xii) The company has not granted loans and advances on the basis of security by way of pledge of shares. Therefore.05. x) The company has no accumulated losses as at the end of the financial year. wealth. Excise Duty. custom duty. xxi) Based on the audit procedures performed and the information and explanations given by the management to us. during the period covered by our audit report.ANNEXURE TO THE AUDITOR'S REPORT by the Central Government for the maintenance of Cost records under section 209-(1) (d) of the Companies Act. as at 31st March. xx) The company has not raised money by public issues during the year.

No.2012 For and on the behalf of Board of SEL Manufacturing Company Limited (Neeraj Saluja) Managing Director (Navneet Gupta) Executive Director (Rahul Kapoor) Company Secretary 5 6 7 8 9 10 11 3 4 1.811.965.013 545.783 4.219.302 ‐ 7.754.328.140.2012 In Rupees As At 31.499.302.032.772 ‐ ‐ 15.177 953.296.282 ‐ 5.822 792.460.479.187.557 614.381 1.951 637.261. Shareholders' Funds (a) Share Capital (b) Reserves & Surplus (c) Money Received Against Share Warrants 2.998.671 6.296. Current Assets (a) Current Investments (b) Inventories (c) Trade Receivables (d) Cash & Cash Equivalents (e) Short Term Loans & Advances (f) Other Current Assets TOTAL The accompanying notes are an integral part of the financial statements.388.415 29.343 ‐ 2. Non Current Liabilities (a) Long Term Borrowings (b) Deferred Tax Liabilities (Net) (c) Other Long Term Liabilities (d) Long Term Provisions 4.642.584 ‐ 2.05.2011 In Rupees 12 13.683.636.716.000 8.591 8.264.616 ‐ 1.143 29.300.411 ‐ 1.208.231 NOTE NO.231 ‐ 2.BALANCE SHEET AS AT 31ST MARCH.735.636.816 1.650 33.886.474.967 ‐ ‐ 10.970.522 306.558 298.545. EQUITY AND LIABILITIES 1.176.355.200.098 ‐ 3.966.960 39.848. This is the Balance Sheet referred to in our report of even date For Dass Khanna & Co.710.920.142. As At 31.735 171.113.185.028 ‐ 6.165. 83142 Place: Ludhiana Date: 29.620.575 2.980.03. ASSETS 1.582 1.522.405 5.923 1.231 13 14 15 16 17 18 19 20 31 .083.498. Chartered Accountants Registration No.303 732.219.972.470. Current Liabilities (a) Short Term Borrowings (b) Trade Payables (c) Other Current Liabilities (d) Short Term Provisions TOTAL II.479.208. 000402N (Rakesh Soni) Partner M.965.017.03.386.289.467. Share Application Money Pending Allotment 3.132.269 210.389.242.305 1.264.857.563 39.508.319.110.801.781.837.470.243.000 9. Non Current Assets (a) Fixed Assets (i) Tangible Assets (ii) Intangible Assets (iii) Capital Work in Progress (iv) Intangible Assets Under Development (b) Non Current Investments (c) Deferred Tax Assets (Net) (d) Long Term Loans & Advances (e) Other Non‐Current Assets 2.918. 2012 PARTICULAR I.172 993.172 8.503 4.057.165.

406 16.73 12.126.381.003.610. 000402N (Rakesh Soni) Partner M. Chartered Accountants Registration No.914.790.852. 2012 PARTICULARS NOTE NO CURRENT YEAR In Rupees 20. Profit Before Exceptional And Extraordinary Items And Tax (III-IV) VI.884.719.214.585 4.048 20.003.850 (99.077.346.223 8.179 245.500) 1.214.47 ‐ ‐ 1.424 557.900.079.168 9.755 1. Profit Before Tax (VII‐VIII) X.73 This is the Profit & Loss A/c.198 21.506) 379.264 23 PREVIOUS YEAR In Rupees 15.416.356 ‐ 1.585.05.155.400) 718.000 200.686 (187.985.252.356 297.705.006 12. 10 each (1) Basic (2) Diluted The accompanying notes are an integral part of the financial statements 21 22 13.819. Tax Expense of Discontinuing Operations XIV.No.492.694 1.824.439. Exceptional Items VII.PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31ST MARCH.031.117.079. Revenue From Operations II.006 ‐ I. Work in Progress and Stock in Trade Employee Benefits Expenses Finance Costs Depreciation and Amortization Expenses Other Expenses Total Expenses V. Profit/(Loss) for the period (XI + XIV) XVI.383. Extraordinary Items IX.509 ‐ 1.492.416.914.784.416. referred to in our report of even date For Dass Khanna & Co.736 769.066 962.509 24 25 26 28 27 ‐ 1.356 ‐ 1. Profit Before Extraordinary Items And Tax (V‐VI) VIII.329.079.000 339.871.694 (1.424. Profit/(Loss) from Discontinuing Operations XIII. Expenses Cost of Material Consumed Purchases of Stock‐in‐Trade Changes in Inventories of Finished Goods.111.229 1.079.086) 603. Other Income III.337.651 1. 83142 Place: Ludhiana Date: 29.000 225.127 14.217.992 (2.900.832.393.223 ‐ ‐ ‐ 718.2012 For and on the behalf of Board of SEL Manufacturing Company Limited (Neeraj Saluja) Managing Director (Navneet Gupta) Executive Director (Rahul Kapoor) Company Secretary 32 . Profit/(Loss) from Discontinuing Operations After Tax (XII-XIII) XV.280.586 1.079.178.47 8.993.594.006 751.809. Earning per Equity Share of face value of Rs.134.450 3.608. Total Revenue (I+II) IV.267.000 289.079.509 208.860.378.492.329. Profit/(Loss) for the period from Continuing Operations (IX-X) XII. Tax Expense: (1) Current Tax (2) Wealth Tax (3) Deferred Tax (4) MAT Credit Entitlement XI.837.

987) (3.515 11.466 557.713 3.083.465) (81.654.CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH.819.000 (8.416.426 518.078.352 (553.828. 2012 Particular Details (Rs.022 (11.691) (666.568.330.) Previous Year (Rs.019.654.210.091.714.509) (8.016.120 732.05.637.438 (351.230.500) (37.097.078.052.379.367.860.713) (3.) (A) Cash Flow from Operating Activities Net Profit before Taxes & Extraordinary Items Adjustments for Non Cash Items: Preliminery Expenses Written Off Depreciation Interest Charged Interest on Car Loan Interest Received Dividend Received Share of Profit from Firms (Profit) / Loss on Sale of Fixed Assets Adjustments for Changes in Working Capital: (Increase)/ Decrease in Trade Receivables Increase/ (Decrease) in Current Liabilities (Increase)/ Decrease in Short Term Loans & Advances (Increase)/ Decrease in Inventories Cash Generation from Operations Taxes Paid Net Cash from Operating Activities (B) Cash Flows from Investing Activities Purchase of Fixed Assets & Capital Work in Process Sale of Fixed Assets Purchase of Non Current Investments Interest Received Share of Profit from Firms Dividend Received Net Cash Flows from Investing Activities Cash Flows from Financing Activities Proceeds from Issue of Capital & Securities Premium Proceeds/(Repayment) of Long term Borrowings including repayment due and interest accured & due on term loans Proceeds/(Repayment) of Short term Borrowings Interest Paid Interest on Car Loan Net Cash Flows from Financing Activities Net Increase/(Decrease) in Cash & Cash Equivalent Cash & Cash Equivalents .355 2.057.509 383.500 (7.104) (4.944 5.484.313.372.090) 1.022) 7.448.800.612.643.531.191) 1.052.079 2.488.225 (1.541.430.647.492.932) (803.886. 000402N (Rakesh Soni) Partner M.Opening Balance Cash & Cash Equivalents .507.463 750.112.524.188 1.978) 9.013 1.860.653 (599.888) 383.352.978 81.826.869.190.429.245.785.) Current Year (Rs.569.922) 192.572) 1.509.079.654.734.629.2012 For and on the behalf of Board of SEL Manufacturing Company Limited (Neeraj Saluja) Managing Director (Navneet Gupta) Executive Director (Rahul Kapoor) Company Secretary (7.722) (34.156.975 153.837) 19.080. Chartered Accountants Registration No.654 4.822 3.762.216.671) 117.388.276 (732.090 34.) Details (Rs.950 (3. 83142 Place: Ludhiana Date: 29.082 564.628) 190.372.493) (3.416.827.000) (38.136 1.428.931 1.835) 33 .568.150.880 (994.Closing Balance Subject to our Separate Report of Even Date For Dass Khanna & Co.465 38.755.193.016.388.870 (19.001 3.618 (1.643.521) 1.083.003) 18.671 (1.190.966.534 285.No.794) 14.930.870) 10.889.803.830 (909.389.568.307.642) 173.537.440.013 732.722 37.702.079.962 (35.746.221.743.104 4.

926 ‐ 71.000 131.000 3.2012 In Rupees 4.914.000 1.470.000 120.090.400.124.051.000 12.334 63.2011 In Rupees 71.861. 10/‐ (d) Reconciliation of the number of equity shares outstanding As at 31st March.200.320.000 993.000 1.347.852.005 3.000.000 5.570.000.403.000.329.347.000.000 Equity Shares (Previous Year 250.706.113.090.800.000 Equity Shares Fully Paid Up.620) 3.000 99.620.347.000 NOTE NO.000 499.278 820.351.347.03.000 993.568 TOTAL 9.000 Equity Shares) (b) Isued.926 ‐ 71.200.470.357.113.087 250.000.2012 In Rupees 71.000.000 250.707 8.289.926 1.403.000.808.2011 In Rupees 2.900.000 5.000 820.347.470. 2012 Shares Amount 99.200.03.680 11.03.03.000 2.470.Subscribed & Paid Up 111.223 3.347.930 499.470.000 ‐ 820.490.334 9.000 68.926 ‐ 71.089.347.680 3.000.000.576. ‐ 4 As At 31.347.113. 2011 Amount 303.500.000 As At 31.800.320.334 570.551.000.332.524.302.347.000 Shares 30.SHARE CAPITAL PARTICULAR (a) Authorised 400.000.200.000 993.347.998.967 34 .470.000 1.000 Equity Shares Fully Paid Up) (c) Par Value per Share is Rs.347.998.980.351.772 As At 31.791.000 993.000.926 4.056 5.328.121.403.990.003.000 1.000 ‐ 1.000 (7.177.082 1.000 Shares outstanding at the beginning of the year Add: Addition during the year Shares outstanding at the end of the year RESERVES & SURPLUS PARTICULARS (a) Captial Reserves Opening Balance Add: Addition during the year Less: Deduction during the year (b) Securities Premium Reserve Opening Balance Add: Addition during the year Less: Deduction during the year (c) General Reserve Opening Balance Add: Addition during the year Less: Deduction during the year (d) Surplus Opening Balance Add: Addition during the year Less: Transferred to General Reserve Less: Tax Adjustments relating to Previous Year As at 31st March.680.009.000 NOTE NO.926 ‐ 71.346 4. ‐ 3 As At 31.000 689.362 3.061. (Previous Year 99.000 111.707 718.303.470.

600.00 15.146.200.00 14.000 31.200.50 14.000 7.000 8.000 Repayment Type Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly No.500 7.000 5.000 9.975.030.00 14.00 Quarterly 16 35 .400.LONG TERM BORROWINGS PARTICULAR (a) Secured Loans i) Term Loans ‐ From Banks (b) Unsecured Loans i) Vehicle Loans ‐ From Banks TOTAL As At 31.25 Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly 1 13 18 19 24 28 34 State Bank of India State Bank of India State Bank of India State Bank of India 13.500.000 4.700.200.400.50 13.03.000 21.000 2.50 13.700.000 2.000 14.000 2.128.568.000 5.000. of Instalments 24 32 29 2 27 1 28 29 1 2 4 24 2 24 32 31 1 27 1 29 1 31 1 2 2 26 2 1 1 32 29 1 92 2 2 22 4 2 30 Equated Installment 6.770.177 29.50 14. ‐ 5 As At 31.264.50 13.152 27.2012 In Rupees NOTE NO.2011 In Rupees 15.176.400.00 Quarterly Quarterly Monthly Quarterly 13 16 74 32 State Bank of Indore 14.000 2.00 14.50 13.000 1.000 9.702 10.000 7.000.474 15.000 7.405 10.000 14.801.600.000 24.450.000 15.700.375.000 6.00 14.500. of Instalment Outstanding 1 13 19 19 17 24 32 State Bank of Patiala State Bank of Patiala State Bank of Patiala State Bank of Patiala State Bank of Patiala State Bank of Patiala State Bank of Patiala 13.000 16.50 15.000 15.300.140.000 11.814.000 16.700.062.700.000 7.400.000 16.675.264.000 4.800.242.03.000 10.113.200.500.25 14.000 22.50 13.557 The detail of Secured Loans from banks Bank State Bank of Bikaner & Jaipur State Bank of Bikaner & Jaipur State Bank of Bikaner & Jaipur State Bank of Bikaner & Jaipur State Bank of Bikaner & Jaipur State Bank of Bikaner & Jaipur State Bank of Bikaner & Jaipur Rate of Interest (%) 13.000 17.175.25 14.000 5.375.000 11.000.700.00 Total No.000 15.400.000 15.200.250.400.000 10.114.000 33.

500 36.666.25 15.25 13.75 13.000 10.834.50 14.000 2.000 11.000 6.333.000 33.000.25 13.706 55.700 2.25 14.000 31.666.334 6.75 27 1 28 1 32 1 32 29 1 28 29 1 2 2 26 2 1 1 27 1 29 1 2 4 27 1 1 27 1 27 1 30 30 27 1 30 2 2 26 2 2 28 24 32 34 30 30 30 30 1 29 1 2 2 26 2 2 9.75 14.666 36.000.251.700.000 2.785.250 23.50 14.666.100.000 8.25 Vijaya Bank Allahabad Bank Allahabad Bank Allahabad Bank Allahabad Bank Indian Bank Union Bank of India United Bank of India United Bank of India Karur Vysya Bank 13.000.000 3.75 13.250.000 4.000.000 1.333 6.000 24.000 10.779.700.700.000 5.75 14.700 9.666.300.686 3.50 14.000 6.000 15.643.00 13.000 16.75 State Bank of Travancore State Bank of Travancore State Bank of Travancore 14.000 4.000 11.417.000.000 15.00 13.000 11.75 State Bank of Mysore Punjab National Bank Punjab National Bank Punjab National Bank Punjab & Sind Bank Punjab & Sind Bank Punjab & Sind Bank 14.000 15.000 10.450.666 10.333.000 16.000.802.75 13.333.650.325.812.666.450.900.000 36.50 15.000 5.000.600.200.State Bank of India State Bank of India Exim Bank UCO Bank UCO Bank State Bank of Hyderabad State Bank of Hyderabad State Bank of Hyderabad 14.00 14.50 15.000 16.000.000.000 9.35 13.666.639.343.000 20.700.000 10.75 13.000 6.200 7.000 20.300.000 16.000 5.333.000.000 7.25 14.75 14.000 6.700.000 17.666.000 24.333 25.65 14.000 5.75 13.000 7.100.000.25 14.764.000 2.666.800.000.700.000 11.300.667 Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly 19 23 23 20 30 19 24 34 Quarterly Quarterly Quarterly 19 24 35 Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly 19 19 24 30 19 24 34 Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly 20 8 28 34 30 24 24 27 30 34 36 .142.406.667 40.857 16.

026 Repayment Type Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly No. at B-V443. Sr.700 3.59 sq.50 11.461 54.000 1.yds.076 28.000 24.00 12.990 16.500 16.75 13.220 15. Sneh Lata Saluja Sh.79 11.466 49.75 2 4 24 2 2 4 24 4 29 1 29 1 30 1. Pratap Singhwala Ludhiana Land measuring 1023.590 17.266 33.00 10.000. No.25 Bank of Maharashtra 13.26 10. 3.822.300. Ludhiana The detial of Unsecured Loans from banks Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank ICICI Bank ICICI Bank ICICI Bank ICICI Bank ICICI Bank ICICI Bank ICICI Bank ICICI Bank ICICI Bank State Bank of Bikaner & Jaipur State Bank of Bikaner & Jaipur State Bank of Bikaner & Jaipur State Bank of Bikaner & Jaipur Rate of Interest (%) 12.50 Total No. Vill.700 57.00 11.590 23. 1.550. Ludhiana Land and building measuring 155 sq.79 12. of Instalments 36 36 36 36 36 36 36 36 36 36 36 36 36 36 36 60 36 36 36 36 36 36 36 36 36 36 Equated Installment 79.686 30.800 476. yds.55 11. 5. immovable & movable. Ludhiana Land msg.333.Saluja Smt. 700 sq. of Instalment Outstanding 24 16 21 18 16 28 6 1 26 26 24 29 29 19 15 48 12 15 19 12 1 30 33 33 35 35 37 . Ludhiana Land measuring 1023.00 10.666.563.244. on pari-passu basis with short term lenders.950 36. yds.500 3.07 12.50 10.00 10.006.710 16. The said borrowings are further secured.75 13.95 Bank of Maharashtra Dena Bank Corporation Bank 13.Indian Bank 14. at Rajpura Road. yds. 2.950 26.900 24.391.100 3. at Village Bajra.26 13.50 11.49 12.881 26.900 26.73 12. Onwer Sh. 4.43 10.59 sq.590 29. Neeraj Saluja Smt.215 36.000 3.220 222.000 23.00 10.00 10.266 28.00 12.79 10. by equitable mortgage of the following properties. Ritu Saluja Detial of property Commercial Land & Building measuring 1K 13M at Rahon Road.666.000 36.590 23.75 11. Sneh Lata Saluja Smt.900 1.000 Quarterly 32 Quarterly 34 Quarterly Quarterly Quarterly 30 30 30 *Long borrowings from banks are secured by the equitable mortgage of entire Land & Building of the Company and further secured by all the fixed assets of the Company. both present and future ranking pari-passu basis and personal guarantee of the promoter directors. R.50 11.666 36. at Village Bajra.794 22.337. Hazuri Road.090 44.300.000 2.00 10.S.325 21.02 10.

884.2012 In Rupees As At 31.2011 In Rupees 615. 5.436 615.385.616 LONG TERM PROVISION PARTICULARS NOTE NO.575 TOTAL 1.710.385.199 744.305 *Short term borrowings from banks are secured by the Hypothecation of Stock-in trade. Ludhiana TRADE PAYABLES PARTICULARS NOTE NO.820 3.302 744.923 4.yds.499.474.305 4. at Village Bajra. at Rajpura Road. on pari-passu basis with term loan lenders. at B-V443. Hazuri Road. 2012 are Nil. ‐ 6 As At 31. Ludhiana Land msg. No.017. at Village Bajra. Ludhiana Land and building measuring 155 sq.501 956. the relevant particulars as at 31st March.636. yds.2011 In Rupees 8. yds. Small and Medium Enterprises Development Act.998. Sr. Pratap Singhwala Ludhiana Land measuring 1023. Ritu Saluja Detial of property Commercial Land & Building measuring 1K 13M at Rahon Road.200. Sneh Lata Saluja Smt.2011 In Rupees 1.386.S.03. 4. 2006 as identified by Management and relied upon by the Auditors.998. Neeraj Saluja Smt.436 3.59 sq.2012 In Rupees 1. Book Debts and Receivables of the Company and further secured by the second parri-passu charge on the entire fixed assets of the Company and personal guarantee of the promoter directors.017. 3. Sneh Lata Saluja Sh.2011 In Rupees 1.591 As At 31. R.212.261.716.503 (a) Provision for Employee Benefits SHORT TERM BORROWINGS PARTICULARS (a) Secured Loans i) Loans Repayable on Demand From Banks TOTAL NOTE NO.199 953.03.200. Vill. The said borrowings are further secured. yds.Saluja Smt.501 NOTE NO.575 As At 31.582 1.467. 700 sq.2012 In Rupees 7. 1.582 Sundry Creditors* *Based on and to the extent of information received from the Suppliers regarding their status under The Micro.59 sq.386.923 8. Ludhiana Land measuring 1023.03.03.2012 In Rupees 956.848. ‐ 7 As At 31.261. 2.636.03. ‐ 9 As At 31.848. Onwer Sh.820 614. by equitable mortgage of the following properties. ‐ 8 As At 31.212.03.474.DEFERRED TAX LIABILITY (Net) PARTICULARS Deferred Tax Liability Fixed Assets: Impact of difference between tax depreciation and depreciation charged for the financial reporting Gross Deferred Tax Liability Deferred Tax Asset Impact of expenditure charged to Profit & Loss Statement in the current year but allowed for tax purpose on payment basis Gross Deferred Tax Asset Net Deferred Tax Liability As At 31.716.710.503 1.591 TOTAL 7.03.884. 38 .03.

117 182.684 69.313 131.000 298.734 114.893.624 230.997.2012 In Rupees 1.850.071.748 28.818 1.558 SHORT TERM PROVISIONS PARTICULARS NOTE NO.143 39 .804.173 299.242. ‐ 10 As At 31.269 7.266.813 197.296.863 40.848.315.328.2011 In Rupees 203.142.585. ‐ 11 As At 31.677.811.OTHER CURRENT LIABILITIES PARTICULARS NOTE NO.2011 In Rupees 1.105.919.348 (a) Current Maturities of Long Term Debts (b) Interest Accrued but not due on borrowings (c) Interest Accrued and due on borrowings (d) Unpaid Dividends (e) Other Payables i) Statutory Dues & Taxes ii) Employees Benefits iii) Advances from Customers iv) Payable to Vendors-Non Trade v) Others-Expenses Payable TOTAL 8.348 As At 31.563 297.563 As At 31.03.900.912.983.000 225.352 26.970.03.863 2.379.965.650 57.413 328.2012 In Rupees 1.296.143 (a) Provision for Employee Benefits (b) Others -Income Tax ‐Wealth Tax TOTAL 208.000 200.900.03.03.288 42.678 28.000 210.

051 19.600 2.369 v) Plant & Machinery vi) Furniture & Fixtures vii) Vehicles viii) Office Equipments (b) Intangible Assets ‐ ‐ 2.2012 Rs. Rs.270 ‐ 16.511.930.209.199.666 ‐ 514.574 10. Rs.693 1.558.702 52.625 1.843 1. BLOCK DEPRECIATION NET AS ON 31.625 21.202 3.045 3.918.927.854.634.297.920.930.596 ‐ 801.997 13.2011 BALANCE AS ON 31.715.967 5.100 147.110.204 103.642.222 750.808 ‐ 200.043.917.934.062.769 5.574 ‐ Previous Year .04.516.051 662.297.754.666.676 2.674 ‐ 27.367.705 1.054 6.297 24.522.953.2012 BALANCE AS ON 01.252 24. BALANCE AS ON 31.590.030 640.540 1.777.605 8.790 ‐ 3.918.628.262. Rs.805.008.569.725.675.552 5.298 108.941.936 10.308. SALES/ ADJUST‐ MENT THE YEAR Rs.292.803.841.003.950.03.209.950.467.733 132.563.175 9.625 6.200.209.449.541 17.051 8.978.658 1.734.655.936 45.192.864. SALES/ ADJUST‐ MENT THE YEAR Rs.405 5.055 3.633.411 ‐ 2.983 801.151.590.298 ‐ ‐ ‐ ‐ 2.03.297.028 158.041 10.963.410.864.512 32.135.814.252.537. NOTE NO.231 i) Land ii) Leasehold Land iii) Building iv) Road 40 ‐ 36.591.510.720 16.642.03. Rs.777.857 19.219.418 24.055.072.101.342 18.634.781.332 18.205.584.481 95.963.592.921.011 5.320 ‐ 12.438.725 8.2012 Rs.628.141 15.234 121.355.508.484 5.058 ‐ 73.188 557.985 9.263.362 1.343 ‐ ‐ 2.828 109.282 5.725 2.355.03.278 13.713 37.219.030.343.943 5.924 785.288.777.329.647.584.004.110.865.829.600.622.448 6.508.084 582.186.298 70.659 2.850.792.267.195.418.227 85.650 755.303 1.622 79. PARTICULARS (a) Tangible Assets 755.FIXED ASSETS GROSS BALANCE AS ON 01.032.324.435 4.238 5.850.734.653 8.633 1.258.320 ‐ 33.2011 ADDITIONS DURING THE YEAR PROVIDED DURING THE YEAR Rs.343 i) Computer Software (c) Capital Work in Progress Total 16.448 487.362.469.295.065.330 748.835.978.530.2011 Rs.328.04.074.649.644.292 ‐ ‐ ‐ 16.466 10.‐ 12 BLOCK AS ON 31.101.464.057.593.702 54.689.634.411 ‐ 36.876.492 36.442 3.438.769 12.286 176.957.753 14.868 ‐ ‐ 5.229.302.074.662 1.216 244.943.343.

10 each fully paid up of SEL Aviation Pvt.000 3.500 240.020.586 46. 2012 744.000 500.50% 99.544 41 . Neeraj Saluja SEL Manufacturing Co.000 67.664.100 288.03.2012 In Rupees As At 31.000. 10/‐ each fully paid up of Reliance Industries Limited ii) 229 Equity Shares of Rs. Ltd. (Previous Year 28557900 Equity Shares of Rs.458 23.005 Amount of Captial as on 31st March.280.000 67. 10 each fully paid up of SEL Textiles Ltd.376.316. Reema Saluja SEL Manufacturing Co.432 302.300. NOTE NO.555 1.432 20. (Previous Year Nil) iii) 2089600 Equity Shares of Rs.000 20.338. 10 Each fully paid up of Rhythm Textile & Apparels Park Limited Others i) 299300 Equity Shares of Re.281.700 125.875 302.347 633.584 2.664.938.03.101. 10 each fully paid up of Omega Hotels Ltd.00% Amount of Captial as on 31st March.072 127.500.200.067. 2012 12.510 745.570.139.232.555 448. 10 Each fully paid up of Silverline Textile Park Ltd. 2011 20. Quoted i) 3124 Equity Shares of Rs.854.142.626 60.10 each of Union KBC Equity Fund (Previous Year Nil) iv) 100000 Units of Rs.883.2011 In Rupees 3. 2011 1. 10/‐ each fully paid up) ii) 2392700 Equity Shares of Rs.120.035 3.NON CURRENT INVESTMENTS PARTICULARS Other Investments (At Cost) (a) Investment in Equity Instruments 1.555 2.297 Share of Profit 1% 99% Amount of Captial as on 31st March.000 480. Ltd.000 1.000 ‐ ‐ 46.000.638 Units of Rs.857.458 60.105 811. 10/‐ each fully paid up of Dhanus Technologies Limited 2.000 Associates i) 24000 Equity Shares of Re.292 36.000 500.000 2.036.50% 0.951. 1 each fully paid up of The Delhi Stock Exchange Association Limited (b) Investment in Mutual Funds (Unquoted) i) 15000 Units of Rs.720 3.767.570.029 168.036. ii) 99% Share in SE Exports Capital (After adjusting Drawings) Add: Share of Profits Name of Partners Mr. Dhiraj Saluja Mrs.555 1.187.10 each of SBI PSU Fund iii) 55187.951.000.500 240. Unquoted Subsidaries i) 36430000 Equity Shares of Rs.000 ‐ ‐ 480.308. Share of Profit 0.000 278.938.085 Amount of Captial as on 31st March.339. (Previous Year Nil) iv) 48050 Equity Shares of Re.935.098 3. Ltd.000 790.10 each of SBI Gold Fund (Previous Year Nil) (c) Investments in Partnership Firms i) 99% Share in Kudu Industries Capital (After adjusting Drawings) Add: Share of Profits Name of Partners Mr.662 46.000 1.305. ‐ 13 As At 31.000 500.585 (d) Other Non‐Current Investments I) Share Application Money in Rhythm Textile & Apparels Park Limited ii) Share Application Money in SEL Developers Private Limited ‐ iii) Share Application Money in SEL Textiles Limited TOTAL Market Value of Quoted Investments Aggregate Value of Quoted Investments Aggregate Value of UnQuoted Investments 1.067.500.297 127.000 1.10 each of SBI Infrastructure Fund ii) 5000 Units of Rs.

660.072.valued & certifiedby the Management) (a) Raw Materials (b) Work in Progress (c) Finished Goods ‐In Godown ‐Intransit (d) Stock in Trade (in respect goods acquired for trading) (e) Stores & Spares TOTAL NOTE NO.800 2.523.2011 In Rupees 370.03.057.523 144.2011 In Rupees 10.683.702 404.816 132.165.894.03.159.636.2012 In Rupees ‐ 306.2012 In Rupees 1.2011 In Rupees 1.686 25.319.886.2012 In Rupees 1.498.661 4.013 SHORT TERM LOANS AND ADVANCES PARTICULARS (Unsecured.03.250 185.090.901 1.165 203.2011 In Rupees 383.282 INVENTORIES PARTICULARS (Taken as.767 732.642.488.044 1.051.866.639. ‐ 14 As At 31.819 171.005. considered good) (a) Capital Advances (b) Security Deposits TOTAL NOTE NO.243.2012 In Rupees 21.2012 In Rupees As At 31.822.272 545.2011 In Rupees 3.285 168.264.915.03.146 1.199.692.545.977 21.246 546.028 As At 31.373. ‐ 19 As At 31.078 689.507 792.522 As At 31.072.741.03.396 241.951 42 . ‐ 18 As At 31.132.966.729 3.388.03.039 587.822 As At 31.481. considered good) (a) Others i) Advances to Suppliers ii) Statutory Dues & Taxes iii) Prepaid Taxes iv) Others TOTAL NOTE NO.078.118 2.683.03. considered good) a) Outstanding for a period exceeding six months from the date they are due for payment b) Other Receivables TOTAL NOTE NO.381 CASH & CASH EQUIVALENTS PARTICULARS (a) Cash in Hand (b) Balances With Scheduled Banks i) In Current Accounts ii) In Fixed Deposits Accounts TOTAL NOTE NO.2011 In Rupees 901.016 5.303 As At 31.735 OTHER NON CURRENT ASSETS PARTICULARS a) Preliminary Expenses b) Others ‐ MAT Credit Entitlement TOTAL NOTE NO. ‐ 16 As At 31.982.083.2012 In Rupees 2.567.752.318.930 486.642 6.03.304.049 3.047.783 TRADE RECEIVABLES PARTICULARS (Unsecured.868.165. ‐ 17 As At 31.03.03.591 524.878.779.735.023.501 43.028 306.115 976.937.404 58.201.860.575.389.454.979. ‐ 15 As At 31.643 6.163.188.898.666.03.671 As At 31.185.463 171.732 80.837.551.249.893 201.258.652 4.LONG TERM LOANS AND ADVANCES PARTICULARS (Unsecured.03.536 91.112.

960 112.618 3.195.739 Previous Year In Rupees 4.03.856 20.000 962. ‐ 21 Current Year In Rupees 16.978 ‐ ‐ 81.568 16.294.293 2.852 7.899.372.090 203.497.742.722 37.246.487.187.198 Previous Year In Rupees 361.187.460.754.192 11.757.118/‐) Share of profit from Partnership Firms Job Work Income Foreign Exchange Fluctuation Dividend Income Rental Income TOTAL NOTE NO.697 93.335 7.181. 898.779.832.254 10.026 14.290 ‐ 3.406 456.307 8.733 7.269.626.574.557.839.487.2011 In Rupees 267.065.294.945 1.740.958.548.536 /‐ .03. ‐ 20 As At 31.512 637.097.260.529 5. ‐ 22 Previous Year In Rupees 187.179 Details of Sales (Finished Goods) PARTICULARS Yarn Hosiery Garments Terry Towel Knitted Cloth Current Year In Rupees 5.031 635.066 232. Previous Year Rs.669.972.2012 In Rupees As At 31.039.098.206.574 1.664.790.376. considered good) (a) Others i) Duty Drawback Receivable ii) Interest Subsidy Receivable iii) Interest Receivable TOTAL NOTE NO.348 1.547.488.465 38.204 992.813 635.000 249.384.813 8.649 515.486.961 Less: Excise Duty TOTAL Details of Sales (Traded Goods) PARTICULARS Yarn Hosiery Garments Raw Cotton Knitted Cloth Steel Coils TOTAL Current Year In Rupees 552.572.611 2.269.879 16.063.649 278.471 Current Year In Rupees 383.833 245.566.775 862.098.405 43 .155.180.440.669.649 OTHER INCOME PARTICULARS Export Incentives Interest (Gross) (TDS Rs.693.857.078.502.448.415 REVENUE FROM OPERATIONS PARTICULARS Sale of Products Finished Goods Traded Goods Other Operating Income Sale Scrap Less: Excise Duty TOTAL NOTE NO.283.383.378.326 1.065.424.129 19.190.458 2.618 1.134.852 15. 1.791.619.259 101.374.350 1.619.568.132.212.099 529.222.500 316.658.569 15.596 34.471 Previous Year In Rupees 7.019.439.OTHER CURRENT ASSETS PARTICULARS (Unsecured.283.879 20.502.832.440.170.422 1.

168 (A) (B) (A+B) Details of Raw Material Consumed PARTICULARS Raw Cotton Polyster Fibre Yarn Knitted Cloth TOTAL Current Year In Rupees 5. ‐ 23 Current Year In Rupees 1.280.789 37.884.575.003 33.633 1.614.111.115 13.574.349 15.878.935 217.255.190.610.659 173.575.396 3.999.950 4.881.591 11.594 1.534.010.24 Current Year In Rupees 524.318.170.601 226.945.481.851 5.961.624.323.290.878.396 3.450 Previous Year In Rupees 473.257.979.800 2.378.288.669 ‐ 524.255.324.999.304 603.837.047.080.146 1.912 Previous Year In Rupees 167.822.624 188.Salaries & Other Allowances Contribution to PF.702 4.337. WORK IN PROGRESS AND STOCK IN TRADE PARTICULARS Opening Stocks Work in Process Finished Goods Stock in Trade Less: Stock in Trade converted to raw materials Closing Stocks Work in Process Finished Goods Stock in Trade (C) Decrease/(Increase) in Inventories (A‐B‐C) (A) (B) NOTE NO.240 ‐ 6.165 4.784.467 1.351 Previous Year In Rupees 3.593 582.146 1.606.694 Previous Year In Rupees 337.639.175 (1.125.086) EMPLOYEE BENEFITS EXPENSE PARTICULARS Wages.537.209.470 1.071.477.120 379.961.837.506) (2.201.534.209.860.COST OF MATERIAL CONSUMED PARTICULARS Raw Material Consumed Opening Stock Add: Purchases (net) Add: Stock in Trade Less: Closing Stock Cost of raw material consumed during the year Packing Material Consumed Opening Stock Add: Purchases (net) Less: Closing Stock Cost of packing material consumed during the year TOTAL NOTE NO.309 655.984.722 13.099 13.351 37.201.126 186.767.979.633 1.516 31.698.225 39.874 37.349 976.986.864.217.552.318.378.003 CHANGES IN INVENTORIES OF FINISHED GOODS.692.591 4.605.761 17.698.947.982.614.130 139.373. ESI & Other Funds Staff & Labour Welfare TOTAL NOTE NO.354 5.333.937.175 1. .736 44 .904 355.079.483.356.982.955.411 546.188.947.527 1.246.508.855 24.392.324.214 271.748.564.393.045.624 135.150 1.176. ‐ 25 Current Year In Rupees 535.926 791.537.541.387.112.

177 5.225 6.127 DEPRECIATION & AMORTIZATION EXPENSES PARTICULARS Depreciation of Tangible Assets Depreciation of Intangible Assets Amortization of Preliminary Expenses TOTAL NOTE NO.555.022 21.014 86.765.816 2.000 2.177.173.626 603.295.071 769.243 920.214.384 898.671 ‐ 983.377 135.871.434.442.489.158 3.277.212.875 4.852.720 ‐ 23.006 Previous Year In Rupees 28.303 8. ‐ 27 Current Year In Rupees 831.193 723.427.696.965 3.226 1.250 148.438.461.809.011.846 7.541.898 11. ‐ 26 Current Year In Rupees 35.FINANCIAL COSTS PARTICULARS a) Bank Charges b) Interest on i) Working Capital Limits ii) Term Loans iii) Car Loans iv) Others TOTAL NOTE NO.827.991 1.791.424 OTHER EXPENSES PARTICULARS Powel & Fuel Consumable & Other Materials Job Work Expenses Repair & Maintenance Printing & Stationery Insurance Fees & Taxes Donation Legal & Professional Charges Postage & Courier Charges Telephone & Fax Expenses Auditors' Remuneration ‐Audit Fee ‐Tax Audit Fee ‐Reimbursement of Expenses ‐Service Tax Director's Remuneration General Repair & Maintenance Office Expenses Festival Expenses Rent Travelling & Conveyance Water Charges Service Tax Paid Advertisement Loss on Sale of Fixed Assets Foreign Exchange Fluctuation Security Expenses Building Repair & Maintenance Vehicles Expenses Business Promotion Commission Clearing & Forwarding Charges Rebate & Discount Freight Outward TOTAL NOTE NO.994.112.150 5.168 11.360.993.023.651 Previous Year In Rupees 557.315 18.816 4.466 557.198 363.870 19.762.719.357 9.556.792.034.526 8.982 3.654.714.463 751.177 10.783 2.267.720.592.898 15.040 15.249 1.126.077.320 383.685 1.016.106.503 9.637 1.640.117.741.670 10.396.120 ‐ 383.994.778 44.910 4.770 20.020 38.000 503.772 210.236.029 1.705.820 2.936 74.516.000 14.045 3.893.826.586 45 .475 6.730.591.569 61.794.251 28.078.607.454.295.868 2.671 1.980 6.390 118.800 1.244.133.163.500 623.667 3.770 353.590.440.847.128.923 4.048.780 22. ‐ 28 Current Year In Rupees 748.397.488.402.719.160 9.374 45.001.048 Previous Year In Rupees 523.555 378.843.949 1.723.648.889 9.924 274.083 71.490 2.661.870 6.753.693 313.200 10.449.299.486 12.

3 Use of Estimates The preparation of financial statements requires the management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) as on the date of the financial statements and the reported income and expenses during the reporting period. Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable. 1956. 2. Its shares are listed on Bombay Stock Exchange and National Stock Exchange. 2012. iii) In respect of trading goods. and current investments are carried at lower of cost and fair value. iv) In respect of Consumable Stores on weighted average basis. 1956. Export Incentives Revenue in respect of the above benefits is recognized on post export basis. ii) iii) Dividend Dividend income is recognized when the right to receive the payment is established. 2. 46 . ii) In respect of Work in process and Finished Goods. whichever is lower except for waste which is valued at net realizable value. iv) Interest Interest Income is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable. The estimates and assumptions used in the financial statements are based upon the Management's evaluation of the relevant facts and circumstances as on the date of financial statements. for preparation and presentation of its Financial Statements. for diminution in value which is other than temporary. The accounting policies adopted in the preparation of financial statements are consistent with those of previous year. on specific identification method. The company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules. The financial statements have been prepared on an accrual basis and under the historical cost convention. Limited is a public company incorporated in India under the provisions of the Companies Act. 2.4 Revenue Recognition i) Sales Revenue from sale of goods is recognized: (i) When all the significant risks and rewards of ownership are transferred to the buyer and the company retains no effective control of the goods transferred to a degree usually associated with ownership: and (ii) No significant uncertainty exists regarding the amount of the consideration that will be derived from the sale of goods. fabric. if any. The cost in respect of the various items of inventory is computed as under: i) In respect of Raw Materials on FIFO basis. Significant Accounting Policies 2.1 Basis of Preparation The financial statements of the company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP). The company has also reclassified the previous year figures in accordance with the requirements applicable in the current year. The Company is engaged in the manufacturing. 1956. 2. the revised Schedule VI notified under the Companies Act. has become applicable to the Company. readymade garments and towel. 2006 (as amended) and the relevant provisions of the Companies Act.5 Investments Long term Investments are carried at cost less provision. it has significant impact on presentation and disclosures made in the financial statements.NOTES TO FINANCIAL STATEMENTS 1. 2. at weighted average cost of raw material plus conversion cost & packing cost incurred to bring the goods to their present condition & location. processing & trading of yarn. Future results may vary from theses estimates. 2.6 Inventories Inventories are valued at cost or net realizable value.2 Presentation and disclosure of Financial Statements For the year ended 31st March. However. Corporate Information SEL Manufacturing Co. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements.

Exchange differences arising on the settlement of monetary items or on reporting the same at balance sheet date are recognized as income or expenses in period in which they arise. (ii) Defined Benefit Plans (Gratuity): The Company has a defined benefit Gratuity plan covering all its employees. 1956. (b) Other foreign currency transactions: (I) Transactions in foreign currency are accounted for at the exchange rate prevailing on the date of transaction except sales that are recorded at rate notified by the customs for invoice purposes. Income and expenses are translated at average rates of exchange and depreciation is translated at the rates referred to in (a)(i) above for fixed assets. duties. (ii) Excise Duty Excise duty is accounted on production of finished goods. except the exchange difference in case of fixed assets which have been adjusted to the cost of fixed assets. 1952 and is charged to the profit and loss account.2. The unallocated expenses are shown in pre-operative expenses. which are carried in terms of historical cost.8 Fixed Assets (i) Fixed Assets Fixed Assets are stated at acquisition cost including inward freight. construction expenditure for acquisition of capital assets and pre-operative expenditure pending allocation to fixed assets. the indirect expenditure incurred during implementation period upto the date of commencement of commercial production. which is attributable to the construction of the project. (ii) The leasehold land is amortized over the lease period. (ii) Capital work in progress Capital work in progress includes cost of assets at site. (iii) Foreign currency non monetary items. 2004.12 Employee Benefits (I) Defined Contribution Plan: Contribution to Provident Fund is made in accordance with the provisions of the Employees Provident Fund and Miscellaneous Provision Act. (ii) All foreign currency monetary items outstanding at the year end are translated at the year-end exchange rates. 2. 2.7 Foreign Currency Transactions (a) Foreign Branch (Integral) (i) Fixed assets are translated at the rates on the date of purchase/acquisition of assets and Inventories are translated at the rates that existed when costs were incurred. (iii) Leave with wages Provision for earned leave due for the year is made on the actual valuation as at the close of the year. Such rate is notified in the last week of every month and is adopted for recording export sales of next month. The liability/asset as at the Balance Sheet date is provided for based on the actuarial valuation carried out in accordance with Accounting Standard 15 on 'Employee Benefit'. Other borrowing costs are charged as expenditure in the year in which they are incurred. up to the date when such assets are ready for intended use. is capitalized on various categories of fixed assets on proportionate basis. The resulting exchange gains & losses are recognized in the profit and loss account. Gratuity is covered under a scheme of Life Insurance Corporation of India (LIC) and contribution in respect of such scheme is recognized in the Profit & Loss Account. taxes and incidental expenses relating to acquisition net of subsidy relating to specific fixed asset and accumulated depreciation. 2. 2. 2. are reported using exchange rate at the date of transaction.10 Depreciation/Amortization (i) Depreciation has been provided under Straight Line Method at the rates specified in Schedule XIV of Companies Act.9 (i) Cenvat Credit Cenvat Credit of excise duty paid on capital assets is recognized in accordance with the Cenvat Credit Rules. (iii) Expenditure incurred during construction period In respect of new/major expansion. (ii) Foreign currency monetary items are reported using the closing rate.11 Borrowing Costs Borrowing costs attributable to the acquisition or construction of qualifying assets are capitalized as part of such assets. 47 .

Lease rentals paid for such leases are recognized as an expense on systematic basis over the term of lease.11 executed net of advances (iii) Income Tax demand for AY 2005‐06 to AY 2009‐10 1.2.92 1534. subject to consideration of prudence.14 Impairment of Assets At each balance sheet date.13 Accounting for Taxes on Income Current Taxes Current Tax is determined as the amount of tax payable in respect of taxable income for the period after considering tax allowances & exemptions. an assessment is made whether any indication exists that an asset has been impaired. 2.16 0 (Previous Year AY 2004‐05 to AY 2008‐09) net of deposit of Rs. 2. unless the probability of outflow of resources embodying economic benefits is remote.15 Textiles Ltd. Such asset is reviewed at each Balance Sheet date & the carrying amount of the MAT credit asset is written down to the extent there is no longer a convincing evidence to the effect that the company will pay normal income tax during the specified period. 2. 2012 March 31.18 Operating Leases Assets acquired on leases wherein a significant portion of the risks and rewards of ownership are retained by the lesser are classified as operating leases. if: (i) The company has a present obligation as a result of a past event. the amount by which the carrying amount of an asset exceeds its recoverable amount is provided in the books of account.55 316. Nil crores (Previous year Rs. contested in appeals. 2.e. (Subsidiary Company) 1381. In Crores) Particulars March 31. (iv) Guarantees given by the Company on behalf of SEL 1487.17 Basis of Incorporation of integral foreign operations Figures in respect of the Company's overseas branch in United Arab Emirates have been incorporated on the basis of Financial Statement audited by the auditors of the branch. (ii) A probable outflow of resources embodying economic benefits is expected to settle the obligation. Diluted earning per share is computed by taking into account the aggregate of the weighted average numbers of equity shares outstanding during the period and the weighted average number of equity shares which would be issued on conversion of all the dilutive potential equity shares into equity shares. Deferred Taxes Deferred Tax is recognized.91 crores) against the said demand. an impairment loss i. 1.33 238. If any such indication exists. Contingent Liabilities There are contingent liabilities in respect of the following items: No outflow is expected in view of the past history relating to these items:(Rs.16 Earnings per share Basic earning per share is computed by dividing the net profit for the period attributable to equity shareholders by the weighted average number of shares outstanding during the period.75 (v) Performance Guarantee 48 . being the difference between taxable income and accounting income that originate in one period and capable of reversal in one or more subsequent periods. and (iii) The amount of the obligation can be reliably estimated (b) Contingent liability is disclosed in the case of: (i) A present obligation arising from a past event when it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or (ii) A possible obligation.81 (ii) Estimated amount of capital contracts remaining to be 38.38 18. on timing differences. 2011 (i) Export Bills Discounted 20. Minimum Alternative Tax Minimum Alternative Tax credit is recognized as an asset only when & to the extent there is convincing evidence that the Company will pay normal tax during the specified period.15 Provisions and Contingent Liabilities (a) Provisions are recognized for liabilities that can be determined by using a substantial degree of estimation. 2. 29.

30. Related Party Disclosures Names of Related Parties and Relationships:

Sr. No. 1 2 3 4 5 6 7

Name of Related Party S. E. Exports Kudu Industries SEL Textiles Ltd. SEL Aviation Pvt. Ltd. Omega Hotels Ltd. *Silverline Corporation Ltd. *Mr. R. S. Saluja Mr. Neeraj Saluja Mr. Dhiraj Saluja Mr. Navneet Gupta Mr. V.K. Goyal 8 Mrs. Sneh Lata Saluja Mrs. Ritu Saluja *Mrs. Reema Saluja 9 Rythm Textiles & Apparels Park Ltd. 10 *Shiv Narayan Investments Pvt. Ltd. Saluja International *Saluja Fabrics SEL Developers Pvt. Ltd. * No transactions have taken place during the year.
Related Parties Transactions:
Particulars Subsidiaries Associates

Relationship Subsidiary Partnership Firm Subsidiary Partnership Firm Subsidiary Company Subsidiary Company Subsidiary Company Fellow Subsidiary Company

Key Management Personnel

Relatives of KMP Associates Enterprises over which key management personal and relatives of such personal is able to exercise significant influence

(Rs. in Crores)
Key Management & Relatives of KMP Current Year Previous Year Enterprises over which Personal (KMP) significant influence Current Previous Year Year Total

Current Year Purchase & Processing of Goods & Consumables Stores Sale & Processing of Goods Purchase of Fixed Assets Sale of Fixed Assets Investment made/(withdrawal) Share Application Money Given‐Received Back Share Application Money Given Share Application Money Received Back Equity Contribution Received in Cash Share of Profit Rent Paid Rent Received Managerial Remuneration Remuneration Paid Corporate Guarantee Given Closing Balance of Related Parties Debits

Previous Year

Current Year

Previous Year

Current Year

Previous Year

113.84 260.43 0.09 1.49 (38.13) 3.76 0.01 0.03 1487.55 158.47

96.20 89.95 0.12 1.01 (66.04) 79.03 3.81 0.01 0.02 316.15 166.94

10.66 0.01 0.02

8.96 10.66 0.01 16.89

18.30 0.07 2.38 0.05 -

27.59 0.02 1.60 0.05 -

18.48 0.12 27.80 -

20.44 10.44 0.02 46.48 27.80 29.61

113.84 260.55 0.09 1.49 (38.13) 38.46 18.30 3.76 0.07 0.04 2.38 0.05 1487.55 158.49

116.64 100.39 0.12 1.03 (66.04) 55.44 117.49 27.59 3.81 0.03 0.03 1.60 0.05 316.15 213.44

49

31. Earnings Per Share The calculation of Earnings per Share as disclosed in the statement of Profit & Loss has been in accordance with Accounting Standard (AS)-20 on “Earning per Share” issued by Companies (Accounting Standards) Rules, 2006. A statement on calculation of Basic & Diluted EPS is as under:

Particulars Profit after tax before Extra ordinary Items Weighted average number of equity shares Weighted average number of Potential equity shares Total Basic EPS Diluted EPS (A) (B) (C) (D) (A/B) (A/D)

Unit Rs. In Lacs No. No. No. Rs. Rs.

Current Year 7187.37 84789167 0 84789167 8.47 8.47

Previous Year 10039.14 78852425 0 78852425 12.73 12.73

32. Debit or Credit balances on whatsoever account are subject to confirmation from parties; as such their effect on profit and loss account cannot be reflected. 33. In opinion of the Board, all the current assets, loans & advances have the value on realization in the ordinary course of business at-least equal to amount at which they are stated. 34. Expenses on issue of QIBs and increase in authorized capital are being adjusted against Securities Premium Account as permitted by the Section 78 of the Companies Act. 35. There are no outstanding forward exchange contracts. 36. Segment Reporting Segment Information as required by Accounting Standard (AS)-17 on Segment Reporting, issued by Companies (Accounting Standards) Rules 2006, has been compiled on the basis of the consolidated financial statements and is disclosed in the notes to accounts forming part of the consolidated financial statements in accordance with the above standard. Therefore segment information in respect of separate financial statements of the company is not being disclosed in the stand alone financial statements. 37. The Company has purchased, through auction by Official Liquidator, the assets of a closed unit namely, Mangla Cotex Limited for Rs. 6.70 Crores. However, so far the Company has paid Rs. 1.675 Crores as advance for property, which has been shown under Capital Work in Process & Advances, and the possession of the same would be taken only after the confirmation of auction by the High Court. 38. In accordance with the Accounting Standard (AS)-28 on Impairment of Assets, the Company has access as on the balance sheet date, whether there are any indications (listed in paragraph 8 to 10 of the Standard) with regard to the impairment of any of the assets. Based on such assessment it has been ascertained that no potential loss is present and therefore, formal estimate of recoverable amount has not been made. Accordingly no impairment has been provided in the books of account. 39. Lease Rent i. Factory Building is taken on lease of 20 years & Office Premises is taken on lease of 11 months with the option of renewal. The particulars of these leases are as follows:

Particulars Future Minimum lease payments obligation on non‐cancellable operating leases Not later than one year Later than one year and not later than five years Later than five years Lease payment recognized in Profit and Loss Account

2011‐12 0.39 0.20 0.05 0.14 0.18

(Rs. In crores) 2010‐11 0.37 0.17 0.05 0.15 0.17

50

ii.

Rent Income also includes Lease Rentals received towards Factory Building & Office Premises. Such operating leases are generally for a period of 5 to 20 years. The particulars of these leases are as follows: (Rs. In crores) Particulars 2011-12 2010-11 Future Minimum lease payments under non‐cancellable operating 0.30 0.16 leases Not later than one year 0.04 0.02 Later than one year and not later than five years 0.11 0.06 Later than five years 0.15 0.08 Lease Income recognized in Profit and Loss Account 0.03 0.02 In 2009-10 the Company has issued 5,600,000 Global Depositary Receipts (GDRs) at the rate of USD 1.52 per GDR (USD 8,512,000), out of which USD 8,392,000 amounting to Rs. 39.48 crores (after netting of USD 120,000 for GDRs issue expenses) were unutilized and lying with Overseas Bank, in the form of fixed deposit. The said amount has been utilized for the purpose for which these were raised during the year. During the year 2010-11 the Company has issued two series of Global Depositary Receipts (GDRs). The first series being of 3,000,000 Global Depositary Receipts (GDRs) at the rate of USD 15.50 per GDR amounting to Rs. 207.20 crores (USD 46,500,000). The second series being of 3,500,000 Global Depositary Receipts (GDRs) at the rate of USD 10.00 per GDR amounting to Rs. 162.96 crores (USD 35,000,000). The funds have been used for working capital/capital expenditures. The funds USD 2,500,000 amounting to Rs. 11.64 crores, and lying with Overseas Bank have been utilized for the purpose for which these were raised during the year.

40. a)

b)

41. During the year the Company had allotted 12,000,000 equity warrants on preferential basis, carrying an option to the holder of such warrants to subscribe to one equity share of Rs. 10/- each at a premium of Rs. 5.25/- per share for every warrant held, within 18 months from the date of allotment (i.e. from Dec. 21, 2011), in terms of SEBI (DIP) Guidelines read with SEBI (Issue of Capital & Disclosure Requirements) Regulation, 2009. All of the aforesaid holders of 12,000,000 equity warrants have exercised this option by depositing the amount during the year itself. 42. The summarized position of Post-Employment benefits and long term employee benefits recognized in the Profit & Loss Account and Balance Sheet as required in accordance with Accounting Standard (AS15) are as under: a. Gratuity The principal assumptions used in actuarial valuation of gratuity are as below:

Particulars 1. Assumption ‐Discount Rate ‐Expected rate of future salary escalation 2. Changes in present value of Obligation as on 31/03/2012 Present value of obligations as at beginning of year Interest cost Current Service Cost Benefits Paid Actuarial (gain)/ loss on obligations Present value of obligations as at end of year 3. Changes in the fair value of plan assets as on 31/03/2012 Fair value of plan assets at beginning of year Expected return on plan assets Contributions Benefits Paid Actuarial gain/(loss) on Plan assets Fair value of plan assets at the end of year

Current Year 8.00% 7.00%

(In Rs.) Previous Year 8.00% 7.00%

5,920,681 532,861 11,494,488 (114,988) (3,553,561) 14,279,481

3,299,769 263,982 305,865 ‐ 2,051,065 5,920,681

4,517,035 473,280 1,000,000 (114,988) ‐ 5,875,327

4,138,374 378,661 ‐ ‐ ‐ 4,517,035

51

4. Fair value of plan assets Fair value of plan assets at beginning of year Actual return on plan assets Contributions Benefits Paid Fair value of plan assets at the end of year Funded status Excess of Actual over estimated return on plan assets (Actual rate of return=Estimated rate of return as ARD falls on 31st March) 5. Actuarial Gain/Loss recognized Actuarial (gain)/ loss on obligations Actuarial (gain)/ loss for the year plan assets Total (gain)/ loss for the year Actuarial (gain)/ loss recognized in the year 6. Amount recognized in the balance sheet and statements of profit and loss Present value of obligations as at the end of year Fair value of plan assets as at the end of the year Funded status Net asset/(liability) recognized in balance sheet 7. Expenses recognized in statement of profit and loss Current Service cost Interest Cost Expected return on plan assets Net Actuarial (gain)/ loss recognized in the year Total expenses recognized in statement of profit and loss Details of Liability Current Liability Non Current Liability
b.

4,517,035 473,280 1,000,000 (114,988) 5,875,327 (8,404,154) -

4,138,374 378,661 4,517,035 (1,403,646) -

3,553,561 (3,553,561) (3,553,561)

(2,051,065) 2,051,065 2,051,065

14,279,481 5,875,327 (8,404,154) 8,404,154

5,920,681 4,517,035 (1,403,646) 1,403,646

11,494,488 532,861 (473,280) (3,553,561) 8,000,508

305,865 263,982 (378,661) 2,051,065 2,242,251

1,142,563 7,261,591

203,143 1,200,503

Provident Fund During the year the company has recognized an expense of Rs. 34,706,164/- (Previous Year Rs. 22,092,868/-) towards provident fund scheme. Leave Encashment During the year the company has recognized an expense of Rs. 5,216,533/- (Previous Year Rs. 4,783,052/-).

c.

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

52

684 (In Rs.457 218.19) 3.962.536.49 67.390 4.88% 4.210 10.788.359 23. i ii iii Particulars In India Overseas Expenditures (Revenue) Overseas Expenditures (Capital) 31st March.165 ‐ 106.44.27.928 68. Earning in Foreign Currency Sr.96 88.64% 0.74% 18. 2012 31st March.457 For and on the behalf of Board of SEL Manufacturing Company Limited 100% ‐ 81. 2011 3.958. i ii iii Particulars Raw Materials Stores & Spares Capital Goods 31st March. 2012 75.215 99.185.688 2.505.293.03% 95.) Sr.118 1.26% For Dass Khanna & Co.41 4.088 30.192.425.O.962.) 31st March. 000402N (Rakesh Soni) Partner M.2012 (Neeraj Saluja) Managing Director (Navneet Gupta) Executive Director (Rahul Kapoor) Company Secretary 53 .936. Particulars 31st March.089 15.572.63 29.12% 1.623.310.085. Project and Pre-operative Expenses pending allocation to fixed assets: Opening Balance Add: Expenses incurred during the year Bank Interest & Charges Loss on Foreign Exchange Fluctuation Other Administration Expenses Sub Total Less: Expenses capitalized during the year Closing Balance 45. 2011 i ii iii Raw Materials ‐Indigenous ‐Imported Other Raw Materials ‐Indigenous ‐Imported Stores & Spares ‐Indigenous ‐Imported 12.770 19.22 48.49 Sr.30 39.46 57.634. Capital Work in Progress includes.36% 186.448. 83142 Place: Ludhiana Date: 29.16 70.05.219 99.554 1.171 2. 2012 % of total Consumption as on 31st March.) 31st March.098.778.45 30.388 47.713 2. No.) 31st March. 2012 19. Chartered Accountants Registration No. i ii Particulars F.867. 2011 3.07 (Rs.84% 0.645. 2011 % of total Consumption as on 31st March. No.148.53 17.B Value Overseas Income 31st March.011.08 (21.424.355.137.143.377 10.79 31.16% 4. No.206.887 23.47.574 (In Rs.210 99.97% 0. In Crores) 2010-11 19. 2012 4.52.697 48.641 5.No.471 (In Rs. Expenditure in Foreign Currency Sr. Value of Imports on CIF Basis 2011-12 39.138. Imported and Indigenous Raw Materials and Stores & Spares Consumed (In Rs.372.358.223.570.99 51. 2011 13.650 46.755. No.74.

a) The Financial statements of the SEL Manufacturing Company Limited incorporate the accounts of SEL Textiles Ltd. in so far as it relates to the amounts included in respect of the branch. Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit. 2012.38 crores and our opinion. is based solely on the report of the other auditors. 0.No. An audit also includes assessing the accounting principles used and significant estimates made by management. Ltd. evidence supporting the amounts and disclosure in the financial statements. 2006. 3) We report that the Consolidated Financial Statements have been prepared by the Company's management in accordance with requirements of Accounting Standand-21. the Consolidated Profit and Loss Statement and the Consolidated Cash Flow Statement for the year ended on that date. These Consolidated Financial Statements are the responsibility of the Company's management and have been prepared by the management on the basis of separate financial statements and other financial information regarding components. as well as evaluating the overall financial statement presentation. and In the case of Consolidated Cash Flow Statement. we are of the opinion that the attached Consolidated Financial Statements subject to Non confirmation of debit/credit balances. subsidiary companies.02 crores. of the state of affairs of the company as at 31st March 2012.A. 295.23 crores and net cash outflows amounting to Rs. whose financial statements reflect total assets of Rs 28. 25. Accounting for Investments in Associates in Consolidated Financial Statements as notified under the Companies (Accounting Standards) Rules.84 crores and net cash inflows amounting to Rs.69 crores for the year ended on that date (these figures include intra group balances and transactions which were eliminated on the consolidation) as considered in the Consolidated Financial Statements. An audit includes examining. M/s Omega Hotels Ltd. annexed thereto. give a true and fair view in conformity with the accounting principles generally accepted in India: a) In the case of the Consolidated Balance Sheet.Auditors' Report on Consolidated Financial Statements To the Board of Directors SEL Manufacturing Company Limited 1) We have audited the attached Consolidated Balance Sheet of SEL Manufacturing Company Limited (the Company) and its subsidiaries (collectively referred to as “the group”) as at 31st March 2012. total revenues of Rs. In the case of the Consolidated Profit and Loss Statement. 2012 which have been audited by us and the returns from the company's overseas branch at Sharjah.. CHARTERED ACCOUNTANTS Registration No.E. total revenues of Rs. a subsidiary partnership firm . and Accounting Standard-23. 000402N PLACE: LUDHIANA DATED: 29.2012 (RAKESH SONI) PARTNER M. 83142 54 . (subsidiary company) and SE Exports (partnership firm) for the year ended 31st March. 1956. 5) Based on our audit and on consideration of reports of other auditors on the separate financial statements and on the other financial information of the components. is based solely on the report of the other auditors. We believe that our audit provides a reasonable basis for our opinion. We conducted our audit in accordance with the auditing standards generally accepted in India. U. Consolidated Financial Statements.23 crores as at March 31. profit and loss statement and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. audited by other auditors whose financial statements reflect total assets of Rs 42. of the profit for the Group of the year ended on that date. on a test basis. and M/s SEL Aviations Pvt.05. and to the best of our information and according to the explanations given to us. in so far as it relates to the amounts included in respect of the subsidiaries. We report that The Consolidated balance sheet. We have not audited the financial statements of M/s Kudu Industries. of the cash flows of the Group for the year ended on that date. and our opinion. 4) 2) b) c) b) FOR DASS KHANNA & CO. 100. These financial statements and other financial information have been audited by the other auditors whose report has been furnished to us.

854.03.842.606 2.813.354 9.680.985 ‐ 1.583 2.961.904.782 1.409 1.530. Non Current Assets (a) Fixed Assets (i) Tangible Asset (ii) Intangible Assets (iii) Capital Work in Progress (iv) Intangible Assets Under Development (b) Non Current Investments (c) Deferred Tax Assets (Net) (d) Long Term Loans & Advances (e) Other Non‐Current Assets 2.518.181.061.026 993.972.297.470.853.503 5.761 ‐ ‐ 18.058.511.463 272.901 306.186.137.CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH.721.409.755 331.200.372.159 228.997.236.523 4.03. Current Liabilities (a) Short Term Borrowings (b) Trade Payables (c) Other Current Liabilities (d) Short Term Provisions TOTAL II.330.836.940.514.2012 For and on the behalf of Board of SEL Manufacturing Company Limited (Neeraj Saluja) Managing Director (Navneet Gupta) Executive Director NOTE NO.974 ‐ 7.470.743 997.589 2.069.251 1.010.416 ‐ 545.118.436.699.200.912.677.718 5 6 ‐ 7 8 9 10 11 20.2012 In Rupees As At 31.785 882. 83142 Place: Ludhiana Date: 29.891. Current Assets (a) Current Investments (b) Inventories (c) Trade Receivables (d) Cash & Cash Equivalents (e) Short Term Loans & Advances (f) Other Current Assets TOTAL The accompanying notes are an integral part of the financial statements.706 180.859. This is the Balance Sheet referred to in our report of even date For Dass Khanna & Co.258.920.651.062 642.555.673.321.055 ‐ 3. Non Current Liabilities (a) Long Term Borrowings (b) Deferred Tax Liabilities (Net) (c) Other Long Term Liabilities (d) Long Term Provisions 5.242.591 ‐ 7.499 1.972.035.113.995. Minority Interest 4.527.145.157.727 1.997.556. As At 31.512 9.415 31.259.2011 In Rupees 3 4 1.330.838.240.706.000 9.021 ‐ 724.718 16 17 18 19 20 (Rahul Kapoor) Company Secretary 55 .756 ‐ ‐ 3.686 31.594.No.460.220.925 637. Shareholders' Funds (a) Share Capital (b) Reserves & Surplus (c) Money Received Against Share Warrants 2. Share Application Money Pending Allotment 3.829. Chartered Accountants Registration No.132.455 ‐ 4.336. ASSETS 1. EQUITY AND LIABILITIES 1.884 11.000 9.209.512 12 13 14 15 14. 2012 PARTICULARS I.836 1.400 46.05.799 7.882 ‐ 6.078.181.035.470.770.852.234 7.959 46.985. 000402N (Rakesh Soni) Partner M.

223. Profit Before Tax (VII‐VIII) X.067 330.823. Profit Before Exceptional And Extraordinary Items And Tax (III‐IV) VI.No.042. 10 each (1) Basic (2) Diluted The accompanying notes are an integral part of the financial statements. Profit Before Extraordinary Items And Tax (V‐VI) VIII.404.150.314 15.774 ‐ 1.527.CONSOLIDATED PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31ST MARCH.846 (3.067 ‐ 1.845.678 610.400) 824.2012 For and on the behalf of Board of SEL Manufacturing Company Limited (Neeraj Saluja) Managing Director (Navneet Gupta) Executive Director NOTE NO.925 4.868.129.965 2.004 818.73 9. 83142 Place: Ludhiana Date: 29.953 22.263.441 1.055. 000402N (Rakesh Soni) Partner M.059 (103. This is the Profit & Loss A/c. Profit/(Loss) For The Period (XV‐XVI) XVIII.150. Tax Expense: (1) Current Tax (2) Wealth Tax (3) Deferred Tax (4) MAT Credit Entitlement XI.150.659.73 (Rahul Kapoor) Company Secretary 56 .215.124. Profit/(Loss) for the period from Continuing Operations (IX‐X) XII.510. Revenue From Operations II.910.380 ‐ ‐ ‐ 824.689.641 1.125.831 4.202.255. Total Revenue (I+II) IV. referred to in our report of even date For Dass Khanna & Co.415 Previous Year In Rupees 17. Profit/(Loss) for the period (XI + XIV) XVI.255.209.05.774 ‐ 1.528.547.218.547 14.125.659.494 1. 2012 PARTICULAR I.026. Extraordinary Items IX.483.264.774 270.724. Current Year In Rupees 22.255.27 21 22 23 24 25 26 28 27 15.27 14.380 (3.188 315. Profit/(Loss) from Discontinuing Operations After Tax (XII‐XIII) XV.875 237.810.095.172. Expenses Cost of Material Consumed Purchases of Stock‐in‐Trade Changes in Inventories of Finished Goods.985.000 225.725) 483.005.314.820. Chartered Accountants Registration No.126 9.878.606 (187.050 17. Profit/(Loss) from Discontinuing Operations XIII.134. Exceptional Items VII.148.604.058.092.935.549 882.718.998.381.045.475 (1.500) 1.253. Tax Expense of Discontinuing Operations XIV.261 1.388. Work in Progress and Stock in Trade Employee Benefits Expenses Finance Costs Depreciation and Amortization Expenses Other Expenses Total Expenses V.263.081.659. Earning per Equity Share of face value of Rs.124.154 23. Other Income III.508 ‐ ‐ ‐ 1.280.308.801 9.000 306.152.508 704.357. Minority Interest XVII.528.508.961 1.421) 828.000 355.263.451) 712.067 ‐ 1.858 1.724.

332 (1.683.850.400) 12.768.078.262) 25.891.619.600) (837.409) (2.468.370.868) (997.622 1.000 (9.445.626 (688.137 81.704.829.372.902.081 4.441.500) (1. 83142 Place: Ludhiana Date: 29.544.225.536.526.960.445) (796.939) 204.506 (279.803) 2.711) (3.487 1.000) 19.200.362) 12.768.205 2.781 (11.276 (9.221.299 (413.352.015.05.349.530 3.453.No.623.225 1.586. 2012 Particulars A Cash Flow from Operating Activities Net Profit before Taxes & Extraordinary Items after Dep.979.477.720.966.686.200.752) (259.087.306.118.899.899. Securities Premium& Increase in Minority Interest Proceeds/(Repayment) of Long term Borrowings including repayment due and interest accured & due on term loans Proceeds/(Repayment) of Short term Borrowings Public Issue Expenses Interest Paid Interest on Car Loan Net Cash Flows from Financing Activities Net Increase/(Decrease) in Cash & Cash Equivalent Cash & Cash Equivalents .477.485 9.978.559.159 604.108.715.469 5.195 Subject to our Separate Report of Even Date For Dass Khanna & Co.593.598.466 609.579.123 473.) Previous Year (Rs.494) (6.650.571.760) (3.500 (12.322 34.970.975 837.225.298.530) (3.714.697 (19.727 3.478 818.561) (750.490.204 (846.781 882.137) (81.CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH.571.221.826.220.660.376) 451.000) 9.240.127.079. Adjustments for Non Cash Items: Preliminery Expenses Written Off Depreciation Interest Charged Interest on Car Loan Interest Received Dividend Received (Profit) / Loss on Sale of Fixed Assets Adjustments for Changes in Working Capital: (Increase)/Decrease in Trade Receivables Increase/(Decrease) in Current Liabilities (Increase)/Decrease in Short Term Loans & Advances and Other Current Assets (Increase)/Decrease in Inventories Cash Generation from Operations Taxes Paid Net Cash from Operating Activities B Cash Flows from Investing Activities Purchase of Fixed Assets & Capital Work in P roces s Goodwill On purchase of s hares Sale of Fixed As s ets Purchase of Non Current Inves tments Interest R eceived Dividend R eceived Net Cash Flows from Investing Activities C Cash Flows from Financing Activities Proceeds from Issue of Capital.613.526.940 (178.043 (195.701) 221.652) (9.043.740.2012 For and on the behalf of Board of SEL Manufacturing Company Limited (Neeraj Saluja) Managing Director (Navneet Gupta) Executive Director (Rahul Kapoor) Company Secretary 57 .920.266.091.106 383.) 1.779.829. Chartered Accountants Registration No.368.773.554) 423.078.045.697) 11.) Current Year (Rs.) Details (Rs.624.319.322) (34.836. 000402N (Rakesh Soni) Partner M.329) (75.167) (3.Opening Balance Cash & Cash Equivalents .755 1.837) 1.658.195 Details (Rs.836.254.844) 20.362 (12.494 6.676.960.853 (971.Closing Balance 189.054) 1.495.

000 ‐ 1.470.470.353 250.2011 In Rupees 2.761 TOTAL 58 .200.000 993.2011 In Rupees 71.829.000 Equity Shares Fully Paid Up.320.085.801 499.470.800.926 71.000 ‐ 820.347.347.03.044.113. 2011 Amount 303.000 Equity Shares) (b) Isued.000 250.413.000.081.995.673.000 993.000 993.823.Subscribed & Paid Up 111.738.SHARE CAPITAL PARTICULAR (a) Authorised 400.470.678 820.000 1.03.756 As At 31.347.995.000 1.257.000 3.830 4.765.000.2012 In Rupees 4.058.829. ‐ 3 As At 31.470. (Previous Year 99.829.570.830 63.000 828.2012 In Rupees 71.376.000.000 1.000 Equity Shares Fully Paid Up) (c) Par Value per Share is Rs.000 499.030.470.501.200.347.926 4.470.152 5.03.718 3.357. 2012 Shares Amount 99.000 (6.200.446.829.113.806 1.083 9.347.000.000.237.500.995.347. ‐ 4 As At 31.091.000 NOTE NO.000 Shares outstanding at the beginning of the year Add: Addition during the year Shares outstanding at the end of the year RESERVES & SURPLUS PARTICULARS (a) Captial Reserves Opening Balance Add: Addition during the year Less: Deduction during the year (b) Securities Premium Reserve Opening Balance Add: Addition during the year Less: Deduction during the year (c) General Reserve Opening Balance Add: Addition during the year Less: Deduction during the year (d) Surplus Opening Balance Add: Addition during the year Less: Transferred to General Reserve Less: Tax Adjustments relating to Previous Year As at 31st March.000 820.000 As At 31.000 Equity Shares (Previous Year 250.124.547 3.347.347.000 99.000 111.935.000.926 71.000.800.000 12.000.990.829.000.830 14.000 Shares 30.347.113.801 4.000 1.03.926 ‐ 71.926 4.684.830 4.320.647) 3.829.684. 10/‐ (d) Reconciliation of the number of equity shares outstanding As at 31st March.000 993.000.000 NOTE NO.995.926 ‐ 71.000.257.830 570.464.000 9.347.061.000 5.145.000 689.000.200.000 120.900.347.000 68.000 2.000 121.

718 20.500.000 10.00 14.200.000.00 Quarterly Quarterly 16 19 59 .200.000 4.700.50 13.568.000.250.527.258.000 16.400.000.062 The detail of Secured Loans from banks Bank State Bank of Bikaner & Jaipur State Bank of Bikaner & Jaipur State Bank of Bikaner & Jaipur State Bank of Bikaner & Jaipur State Bank of Bikaner & Jaipur State Bank of Bikaner & Jaipur State Bank of Bikaner & Jaipur Rate of Interest (%) 13.000.700.000 16.000 8.242.000 9.209.000 4.000 22.500.000 6.500.25 Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly 1 13 18 19 24 28 34 State Bank of Patiala State Bank of India State Bank of India State Bank of India State Bank of India 14.000 7. of Instalments 24 32 29 2 27 1 28 29 1 2 4 24 2 24 32 31 1 27 1 29 1 31 1 2 2 26 2 1 1 90 32 29 1 92 2 2 22 4 2 30 27 Equated Installment 6.00 Monthly Quarterly Quarterly Monthly Quarterly 36 13 16 74 32 State Bank of Indore State Bank of India 14.000 15.000 10.375.675.371 33.03.651.000 551.743 43.000 Repayment Type Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly No.000 21.2011 In Rupees 20. of Instalment Outstanding 1 13 19 19 17 24 32 State Bank of Patiala State Bank of Patiala State Bank of Patiala State Bank of Patiala State Bank of Patiala State Bank of Patiala State Bank of Patiala 13.200.000 11.400.000 2.000 5.000 2.114.000 24.50 13.50 14.165.692.300.00 14.2012 In Rupees NOTE NO.000 14.000 2.700.128.000 5.000 7. ‐ 5 As At 31.600.000 17.03.600.000 9.375.00 14.50 13.062.700.50 13.000 7.00 14.00 15.000 2.000 5.000 16.50 15.00 Total No.500 7.400.800.400.200.400.000 1.LONG TERM BORROWINGS PARTICULARS (a) Secured Loans i)Term Loans ‐ From Banks (b) Unsecured Loans i) Vehicle Loans ‐ From Banks TOTAL As At 31.691 11.50 13.25 14.975.224.813.000 33.000 11.200.000 15.700.958.700.000 7.264.25 14.000 31.400.00 14.175.000 9.000 15.000 15.25 13.000 14.025 11.714.50 14.

325.450.State Bank of India Exim Bank UCO Bank UCO Bank State Bank of Hyderabad State Bank of Hyderabad State Bank of Hyderabad 14.700.300.000.605.000 13.000.000 10.000 5.000 1.222 4.100.000 11.800.666.700.785.25 14.800.00 15.000 7.000 20.000 15.417.00 13.700 2.000 2.000.75 State Bank of Mysore Punjab National Bank Punjab National Bank Punjab National Bank Punjab National Bank Punjab & Sind Bank Punjab & Sind Bank Punjab & Sind Bank 14.000 24.343.000 15.000 18.300.000 6.250 23.764.000 20.000 16.000 5.200.643.000 2.000 4.00 13.857 16.000 Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly 23 23 20 30 19 24 34 Quarterly Quarterly Quarterly 19 24 35 Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly 19 19 24 30 32 19 24 34 Quarterly 32 Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly 20 8 28 34 30 30 28 29 32 24 60 .000 10.00 Vijaya Bank Allahabad Bank Allahabad Bank Allahabad Bank Allahabad Bank Allahabad Bank Allahabad Bank Allahabad Bank Allahabad Bank Indian Bank 13.75 1 28 1 32 1 32 29 1 28 29 1 2 2 26 2 1 1 27 1 29 1 2 4 27 1 1 27 1 27 1 30 30 32 27 1 30 2 2 26 2 2 1 1 27 1 1 1 28 24 32 34 30 30 27 1 35 1 35 1 30 7.000 5.25 13.639.706 55.700.000 16.000 10.50 14.667 40.597.50 15.000 18.000 11.25 14.000 4.802.200 7.000.000 16.200.875.000 5.25 Punjab & Sind Bank 15.000 44.100.000 4.500 36.000 17.250.100.000 6.000.400.75 13.75 13.200.75 14.406.000 11.000 5.75 13.000.812.000.50 14.300.000 7.75 State Bank of Travancore State Bank of Travancore State Bank of Travancore 14.000 16.000 15.50 13.600.000 31.666.25 13.000.650.25 14.000 17.25 15.000 24.75 14.000 6.333 25.000 6.251.75 14.450.50 15.000 20.333.000 33.850.00 15.00.000.800.250.700.300.000 5.000 5.000 2.666.142.000 10.700.900.50 14.779.25 14.000.333.000 8.834.75 13.000 16.000 10.

Union Bank of India Union Bank of India Union Bank of India United Bank of India United Bank of India United Bank of India Karur Vysya Bank 14.75 15.000 9.000 6.000 12.337. yds.159. Ludhiana Land measuring 1023.65 15. Sneh Lata Saluja Sh.700 3.00 15.000 30.000 9. 700 sq.000 23. 1.666.666 36.900 13.25 13. 4.244.75 30 30 1 26 1 30 1 29 1 26 1 2 2 26 2 2 2 4 24 2 30 1 2 4 24 4 29 1 29 1 30 29 1 27 1 27 35 1 35 1 30 11.75 Indian Bank 14. Neeraj Saluja Smt.25 15.000.300.666.563.500 3.894.880. Sr.000 5.000.95 Bank of Maharashtra Bank of Maharashtra Bank of Maharashtra Dena Bank Central Bank of India Central Bank of India Central Bank of India Central Bank of India Corporation Bank 13.000 2.850.480. 5.35 13. immovable & movable.666.900 13.000 11. The said borrowings are further secured. yds.666.60 13.000 Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly 24 31 27 27 30 27 34 Quarterly 32 Quarterly Quarterly 31 34 Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly 30 30 30 30 28 27 30 33 30 *Long borrowings from banks are secured by the equitable mortgage of entire Land & Building of the Company and further secured by all the fixed assets of the Company. Ludhiana 61 .686 29.667 1.250.000 36.000 3.285.100 25.59 sq.657.000 3. Vill.75 13.000 9.000. at Rajpura Road.845. at Village Bajra.000 1. at B-V443. Sneh Lata Saluja Smt.873. by equitable mortgage of the following properties.700 3.667.333.666.700 29. 2. Pratap Singhwala Ludhiana Land measuring 1023.666 36.666 10.59 sq.000 3.000. yds.620.550. on pari-passu basis with short term lenders.006.yds.000 11.391.833.000 5. Hazuri Road. 3.666.25 Indian Overseas Bank Bank of Maharashtra 14.520.000 16. R.S.700 4. both present and future ranking pari-passu basis and personal guarantee of the promoter directors.Saluja Smt.100 3.334 6.300.870.25 13.000 1. Ludhiana Land and building measuring 155 sq.000 16. Ritu Saluja Detail of property Commercial Land & Building measuring 1K 13M at Rahon Road.333.75 15.666. No.000.686 9.333.333 6.60 13. at Village Bajra. Ludhiana Land msg.75 14.75 13.75 15.000 24. Onwer Sh.000 6.822.25 15.000 36.286.700.

00 10. of Instalment Outstanding 24 16 21 18 16 28 6 1 26 26 24 29 29 10 10 10 10 3 10 19 15 48 12 15 19 12 1 30 10 10 10 10 8 8 11 10 33 33 35 35 62 .454 14.50 10.220 222.The detial of Unsecured Loans from banks Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank HDFC Bank ICICI Bank ICICI Bank ICICI Bank ICICI Bank ICICI Bank ICICI Bank ICICI Bank ICICI Bank ICICI Bank ICICI Bank ICICI Bank ICICI Bank ICICI Bank ICICI Bank ICICI Bank State Bank of Bikaner & Jaipur State Bank of Bikaner & Jaipur State Bank of Bikaner & Jaipur State Bank of Bikaner & Jaipur State Bank of Bikaner & Jaipur State Bank of Bikaner & Jaipur Rate of Interest (%) 12.00 12.900 24.331 202.794 22.950 36.07 12.43 10.70 11.112 33.50 11.50 Total No.900 23.55 10.266 189.20 10.50 11.00 12.950 26.266 28.00 10.75 11.26 13.00 10.02 10.75 11.900 14.454 8.692 16.990 16.50 11.900 37.900 8.090 44.75 10. of Instalments 36 36 36 36 36 36 36 36 36 36 36 36 36 36 36 36 36 36 36 36 36 60 36 36 36 36 36 36 36 36 36 36 36 36 36 36 36 36 36 36 Equated Installment 79.79 10.454 14.181 24.25 10.220 15.26 10.79 12.700 57.500 16.093 26.076 28.590 23.990 2.00 11.461 54.710 16.00 10.590 17.220 8.026 Repayment Type Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly No.00 12.590 23.00 12.73 12.56.75 11.466 49.325 21.00 10.79 9.083 23.75 10.50 11.25 10.00 10.800 476.00 9.25 10.215 36.590 29.50 11.49 12.881 26.

297.yds.754 NOTE NO.321.2011 In Rupees 643. yds. yds.163 997.200.001.769 643.591 1. Pratap Singhwala Ludhiana Land measuring 1023. 2. 1.503 1. ‐ 8 As At 31.836.354 As At 31. No.472.472. ‐ 7 As At 31.251 *Short term borrowings from banks are secured by the Hypothecation of Stock-in trade.03.622.03.2011 In Rupees i) Loans Repayable on Demand From Banks TOTAL 9.751.784 642.59 sq.754 1.372.DEFERRED TAX LIABILITY (Net) PARTICULARS Deferred Tax Liability Fixed Assets: Impact of difference between tax depreciation and depreciation charged for the financial reporting Gross Deferred Tax Liability Deferred Tax Asset Impact of expenditure charged to Profit & Loss Statement in the current year but allowed for tax purpose on payment basis Gross Deferred Tax Asset Net Deferred Tax Liability As At 31. at Village Bajra.03. by equitable mortgage of the following properties. Neeraj Saluja Smt. at Village Bajra.784 3. at Rajpura Road.583 9.372.751. 3.2011 In Rupees 1. yds.251 5.03. Ludhiana Land msg. 700 sq.59 sq.842. Sneh Lata Saluja Sh.985 LONG TERM PROVISION PARTICULARS NOTE NO. Sr. R. Ludhiana Land measuring 1023.163 1. Onwer Sh.836.2012 In Rupees As At 31.Saluja Smt.583 5.721. Ludhiana Land and building measuring 155 sq.2012 In Rupees 7. ‐ 6 As At 31.S.03.2012 In Rupees 1.297. Sneh Lata Saluja Smt.769 3.622. 4.503 (a) Provision for Employee Benefits SHORT TERM BORROWINGS PARTICULARS NOTE NO.110. Ritu Saluja Detial of property Commercial Land & Building measuring 1K 13M at Rahon Road. Ludhiana 63 . Vill.03. on pari-passu basis with term loan lenders.354 TOTAL 7. The said borrowings are further secured. at B-V443. 5.321.842.110.200. Book Debts and Receivables of the Company and further secured by the second parri-passu charge on the entire fixed assets of the Company and personal guarantee of the promoter directors.511. Hazuri Road.001.

867 31.002 28.2011 In Rupees 1.836 1.530. the relevant particulars as at 31st March. ‐ 11 As At 31.119 81.686 (a) Provision for Employee Benefits (b) Others -Income Tax ‐Wealth Tax TOTAL 270.723.212 As At 31.252 46.03.446.931 41.03.358.949 350.400 330.755 SHORT TERM PROVISIONS PARTICULARS NOTE NO.2011 In Rupees 1. ‐ 9 As At 31.2012 In Rupees 1.TRADE PAYABLES PARTICULARS NOTE NO.853.804 214.518.852.188 315.594.03.085.186.2012 In Rupees 2.853.03. OTHER CURRENT LIABILITIES PARTICULARS NOTE NO.940.534.125 210.238 28.472.466.773. Small and Medium Enterprises Development Act.952. 2006 as identified by Management and relied upon by the Auditors.784.589 TOTAL 2.436.956.463 1.03.000 272.850 9.836 Sundry Creditors* *Based on and to the extent of information received from the Suppliers regarding their status under The Micro.686 64 .348 As At 31.855 59.691.336.307.725 281.2012 In Rupees 1.360.010.589 As At 31.000 331.161 TOTAL 2.594.348 (a) Current Maturities of Long Term Debts (b) Interest Accrued but not due on borrowings (c) Interest Accrued and due on borrowings (d) Unpaid Dividends (e) Other Payables i) Statutory Dues & Taxes ii) Employees Benefits iii) Advances from Customers iv) Others‐Expenses Payable 18.186.2011 In Rupees 301. 2012 are Nil.03.388.518.000 225.470.645 338.810. ‐ 10 As At 31.

071.904. (a) Tangible Assets 329.725. BALANCE AS ON 31.788 6.737.012.512.702.200 17.903 691.966.2011 Rs.413.586 40. Rs.673.205.306 ‐ 2.636.521 24.638.143.725.549.586 ‐ ‐ 2.647.541.156 ‐ 29.354.353.410.928 25.897 22.389 ‐ ‐ ‐ 1.995 ‐ ‐ 43.513 1.338.508 65 ‐ 259197512 71347926 ‐ 5.521 2.364 10.843 1.094.924 ‐ 785.998 19.972.849.107.292.894.362.606 11.088.302.159 17.166 582. BALANCE AS ON 31.903 7.312.058 1.479.511 27.421 97.159 964.431.224 18.063.749.045.395 ‐ 1.781 1.281 691.376 vi) Furniture & Fixtures 131.2011 DEPRECIATION GROSS ADDITIONS DURING THE YEAR Rs.849.250.610 5.157.850.059.258.2011 Rs.996.149.247 39.212 7.159.140.658 1.042 13.891.432.946.101 18.293.326.548 ‐ Previous Year 8.021 ‐ 43.916.216 273.03.912.142.086.484 7.868.807.445.907.289.407 112.656 3.480 1.333.904.745 ‐ ‐ 73.202.410.706.326.271 14.537.770.343 i) Goodwill ii) Computer Software (c) Capital Work in Progress 2.083 52.044.777.067.525 10.886 1.403.076.877.448 95.532 609.770.267. PARTICULARS BALANCE AS ON 01.967 5.298.410.403.706.474.968 vii) Vehicles 159.681.448 v) Plant & Machinery 6. Rs.961.391.995 10.850.480.04.442 4.517.991.289.‐ 12 BLOCK NET BLOCK AS ON 31.110.072.985.292 ‐ 1.990 185.391.030.416 Total 13.828 34.532.085.844 5.978 9.461.918.783 ‐ ‐ ‐ ‐ 16.563.056 ‐ 18.759 10.022 iv) Road 5.750 2.384 1.083 ii) Leasehold Land 54.563.933.858 28.019 ‐ 210.745 176.721 ‐ 487.730.289.039.252.675 181.772.089.916.288. BALANCE AS ON 01.04.057.2012 Rs.495.368 815.699.935 79.337.152 5.362 ‐ ‐ 4.656 11.480.783 ‐ 187.131.112 viii) Office Equipments 20.195. SALES/ ADJUST‐ MENT THE YEAR Rs.086.850.205 i) Land 964.979.079.089 187.385.389 70.082.03.676 2.03.517.951.918 ‐ 5.454.953 16.991.603 5.375 4.109.605 9.906 41.189.03.730.851 9.963 26.105 (b) Intangible Assets ‐ 2.2012 PROVIDED DURING THE YEAR Rs. SALES/ ADJUST‐ MENT THE YEAR Rs.293.334.021 ‐ ‐ 2.383.046 818.578 5.043.612.322.CONSOLIDATED FIXED ASSETS NOTE NO.459 131.582 9. Rs.600 iii) Building 3.813.922 140.672 .2012 AS ON 31.976.202 16.784.999.881 2.880.904.886.

000 100.709.10 each of Union KBC Equity Fund (Previous Year Nil) iv) 100000 Units of Rs.222.455 2.901.000. 10 Each fully paid up of Silverline Textile Park Ltd.642 41. 10/‐ each of SBI MF Magnum Texgain Scheme (d) Other Non‐Current Investments i) Share Application Money in Rhythm Textile & Apparels Park Limited ii) Share Application Money in SEL Developers Private Limited iii) Share Application Money in Shiv Narayan Investment Private Limited iv) Investment in Gold TOTAL Market Value of Quoted Investments Aggregate Value of Quoted Investments Aggregate Value of UnQuoted Investments 3.2012 In Rupees 4.638 Units of Rs.2011 In Rupees 3.03.500.95 Units of Rs.300 ‐ ‐ 1.920.000 67.035 100.2012 In Rupees As At 31.000 240.000 3. 10/‐ each fully paid up) Subsidaries i) 48050 Equity Shares of Re.069.696.000 278.03.055 3.555 NOTE NO.338.236.064 3.500 20.000 100.241.000 286.10 each of SBI PSU Fund iii) 55187.03.10 each of SBI Gold Fund (Previous Year Nil) v) 1648.985.555 240.706 66 .297 81. Quoted i) 3124 Equity Shares of Rs.901 As At 31.550.145. 10/‐ each fully paid up of Reliance Industries Limited ii) 229 Equity Shares of Rs.000 542.000 500.000 500.000 500.500. 10 each fully paid up of Rhythm Textile & Apparels Park Limited (Previous Year Nil) (c) Investment in Mutual Funds (Unquoted) i) 15000 Units of Rs.118.000 720.2011 In Rupees 3.409.000.854.720 100.878.904.540. Unquoted Associates i) 24000 Equity Shares of Re.000 406.280.000 1.500 480. Others i) 299300 Equity Shares of Re.000 545. considered good) (a) Capital Advances (b) Security Deposits TOTAL NOTE NO. 10 Each fully paid up of Rhythm Textile & Apparels Park Limited (Previous Year 24000 Equity Shares of Rs.951.000 1.000 20.020.000. ‐ 14 As At 31.10 each of SBI Infrastructure Fund ii) 5000 Units of Rs.NON CURRENT INVESTMENTS PARTICULARS Other Investments (At Cost) (a) Investment in Equity Instruments 1.500 LONG TERM LOANS AND ADVANCES PARTICULARS (Unsecured.900 240.000 480. ‐ 13 As At 31.604 4. 10/‐ each fully paid up of Dhanus Technologies Limited 2. 1 each fully paid up of The Delhi Stock Exchange Association Limited (b) Investments in Preference Shares Associates i) 3692930 9% Redeemable Preference Shares of Re.000 67.03.100 724.390.951.

343 24.555.463 9.452.126 588.2011 In Rupees 383.481 7.810.058.982.OTHER NON CURRENT ASSETS PARTICULARS a) Preliminary Expenses b) Public Issue Expenses c) Others‐MAT Credit Entitlement TOTAL NOTE NO.409 CASH & CASH EQUIVALENTS PARTICULARS (a) Cash in Hand (b) Balances With Scheduled Banks i) In Current Accounts ii) In Fixed Deposits Accounts TOTAL NOTE NO.254.567.782 67 .509 486.03.318. ‐ 17 As At 31.785 NOTE NO.2012 In Rupees 41.2011 In Rupees 20.995.882 INVENTORIES PARTICULARS (Taken as.03.854 80.132.727 571.523 TRADE RECEIVABLES PARTICULARS (Unsecured.234 As At 31.382.819 180.946 ‐ 306.932.2012 In Rupees 1.valued & certifiedby the Management) (a) Raw Materials (b) Work in Progress (c) Finished Goods ‐In Godown ‐Intransit (d) Stock in Trade (in respect goods acquired for trading) (e) Stores & Spares TOTAL NOTE NO.498. ‐ 15 As At 31.859.675.437 424.450.007 882.677.03.768.759. ‐ 18 As At 31.786.483 4.683.544.2012 In Rupees As At 31.896.369 994.628.03.160.2012 In Rupees 176.555 1.258.077.304 5.306.028 306.600 171.622.680.03.396 253.278.926 3.319.078.301.961.619.901 1.541.841.195 1.718 816.200.03.015.767 1.974 As At 31.367.357.242. ‐ 16 As At 31.2011 In Rupees 2.018 7.377 As At 31.734 242.240.2011 In Rupees 1.220.174.838.620.909 2. considered good) a) Outstanding for a period exceeding six months from the date they are due for payment b) Other Receivables TOTAL 1.03.050 6.03.

572.2012 In Rupees As At 31.972.016 399.465.497.996 Less: Excise Duty TOTAL 68 . ‐ 20 As At 31.241 17.406 1.638 525.852 17.852 8.215.514.269.148.551.727 635.254 10.261 350. considered good) (a) Others i) Advances to Suppliers ii) Statutory Dues & Taxes iii) Prepaid Taxes iv) Others TOTAL NOTE NO.216.382 1.504.374 1.848 635.183 8.098.246.210.548.419.909. considered good) (a) Others i) Duty Drawback Receivable ii) Interest Subsidy Receivable iii) Interest Receivable TOTAL NOTE NO.140 1.512 637. ‐ 19 As At 31.420.893 216.211.188.148.359 1.335 7.019.547.03.2011 In Rupees 267.195.868.404.435.182 1.757.364 18.899.518.720.374 3.027.012.598.646 198.889.391.03.556.137.026.531.775 862.SHORT TERM LOANS AND ADVANCES PARTICULARS (Unsecured.2011 In Rupees 270.460. ‐ 21 Current Year In Rupees 18.805.512.248.181.499 132.848 8.574 1.518.269.020.03.127.2012 In Rupees As At 31.589.110.900 1.925 OTHER CURRENT ASSETS PARTICULARS (Unsecured.655 269.611 2.680.649 515.879 18.415 REVENUE FROM OPERATIONS PARTICULARS Sale of Products Finished Goods Traded Goods Other Operating Income Sale Scrap Less: Excise Duty TOTAL NOTE NO.063.345.712 Previous Year In Rupees 8.466.211.495 Previous Year In Rupees 4.03.959 112.875 Details of Sales (Finished Goods) PARTICULARS Yarn Hosiery Garments Terry Towel Knitted Cloth Current Year In Rupees 6.270.293 2.054 22.879 22.118.674.742.047.661.132.862.220 1.285 168.420.527 601.

205 (A) (B) (A+B) 44.958.760.516 655.364.712 Previous Year In Rupees 361.800 44.740.254.841.952.838 5.470 2.882.951 1.803 446.240.672 Previous Year In Rupees 960.640.257.159 15.144/‐) Job Work Income Foreign Exchange Fluctuation Profit on Sale of Fixed Assets Insurance Claim Dividend Income Rental Income Other Income TOTAL NOTE NO.226 19.008.019.041 208.651 81.307 ‐ 8. 1.419 233.837.374.324.809.268.465.163.950.506.500 96.481.360.055. ‐ 22 Current Year In Rupees 453.676.965 1.126 Details of Raw Material Consumed PARTICULARS Raw Cotton Polyster Fibre Yarn Knitted Cloth TOTAL Current Year In Rupees 6.322 349.708 12.935 431.000 84.126 12.716 219.868.391.280.849 14. 949.573.641 234.590.315 2.270.448.193 992.529 5.000 469.848.481.331 2.205 69 .126 4.760.967.969.031 271.910.183 1.665.456.935.419 174.969.921 4.350 1.050 COST OF MATERIAL CONSUMED PARTICULARS Raw Material Consumed Opening Stock Add: Purchases (net) Add: Stock in Trade Less: Closing Stock Cost of raw material consumed during the year Packing Material Consumed Opening Stock Add: Purchases (net) Less: Closing Stock Cost of packing material consumed during the year TOTAL NOTE NO.526.026 63.071.508.767 14.353.571.487.215 /‐ . ‐ 23 Current Year In Rupees 2.209.641.340 44.610.574.349 16.789.553 3.638 OTHER INCOME PARTICULARS Export Incentives Interest (Gross) (TDS Rs.137 7.376.759.381 278.092.158.121 ‐ 47.221 369.223.882.259 101.227 624.697 93.154 Previous Year In Rupees 193.871.620.720.557.831 42.018 4.759.202.889.571.440 1.831.582.661 ‐ 7.670 6.Details of Sales (Traded Goods) PARTICULARS Yarn Hosiery Garments Raw Cotton Knitted Cloth Steel Coils Towel TOTAL Current Year In Rupees 107.461 34. Previous Year Rs.687.967.522.584.995 24.810.624 176.672 Previous Year In Rupees 3.810.448.633.857.000 237.

135.689.249.718.063 48.437 5.024 313.150 1.608.362 21.155.278.494 Previous Year In Rupees 429.493.780 86.112 882.755 1.200 10.630.917.820.917.886. ESI & Other Funds Staff & Labour Welfare TOTAL NOTE NO.396 3.031 455.882.845.378.824 1.597 20.325. .243.615.815 5.333 3.506.549 FINANCIAL COSTS PARTICULARS a) Bank Charges b) Interest on i) Working Capital Limits ii) Term Loans iii) Car Loans iv) Others TOTAL NOTE NO.802.148.483.786.678 OTHER EXPENSES PARTICULARS Job Work Expenses Powel & Fuel Consumable & Other Materials Repair & Maintenance Printing & Stationery Insurance Fees & Taxes Donation Legal & Professional Charges Postage & Courier Charges Telephone & Fax Expenses NOTE NO.117.872 1.660 12.284 622.666 9.597.625 Previous Year In Rupees 20.357 10.451) 588.227 70 .154.860 14.221.612.708.797.346 1.Salaries & Other Allowances Contribution to PF.878.982.813 603.085.755 1.188 822.622 ‐ 1.708.183.385 5.004 Previous Year In Rupees 35.24 Current Year In Rupees Previous Year In Rupees Opening Stocks Work in Process Finished Goods Stock in Trade Less: Stock in Trade converted to raw materials Closing Stocks Work in Process Finished Goods Stock in Trade (C) Decrease/(Increase) in Inventories (A‐B‐C) (A) (B) 588.596 767.575 11.448 (3.148.197 427.263.041.015.547.271.292.023.349 185.982.139.786.CHANGES IN INVENTORIES OF FINISHED GOODS.005.195 1.365.115 483.770 4.209. ‐ 27 Current Year In Rupees 39.103 994.693 5. ‐ 26 Current Year In Rupees 48.488 277.706.909 3.227.228.884 712.547 35.174 9.324. WORK IN PROGRESS AND STOCK IN TRADE PARTICULARS NOTE NO.357.347 (1.844.617 70.355 6.170.734.324 1.318.396 3.615.959.195 1.782. ‐ 25 Current Year In Rupees 629.700.318.962.697 6.837 33.964.677.339 410.174.138 753.829.488.017.412.725) EMPLOYEE BENEFITS EXPENSE PARTICULARS Wages.140.794.985.150 6.

350 162.953 2.537.527.746 21.342 1.159.023.332 10.742.441 71 .653.076.010 Previous Year In Rupees 609.590.261 173.288 73.767 3.667 4.338.775 3.660 56.172.741.246.577.097 104.662 2.924 261.342 1.960 1.353 8.413.855 784.610 2.975 ‐ 383.613.124. ‐ 28 Current Year In Rupees 815.735 7.661.384.642.393 1.783 423.222 930.892 3.750 2.740.990 9.631.478 818.373.042.690 556.220 7.916.413.932 5.685 ‐ 1.505 26.474.323.896.225 271.664 20.338.127.924 107.990.470.410 15.725 14.773.110.326.244.314 DEPRECIATION & AMORTIZATION EXPENSES PARTICULARS Depreciation of Tangible Assets Depreciation of Intangible Assets Amortization of Preliminary Expenses TOTAL NOTE NO.915 2.141 5.353.826.301 ‐ 33.170.030.385 8.710 3.218.Auditors' Remuneration ‐Audit Fee ‐Tax Audit Fee ‐Reimbursement of Expenses ‐Service Tax Director's Remuneration General Repair & Maintenance Office Expenses Festival Expenses Rent Travelling & Conveyance Water Charges Service Tax Paid Advertisement Loss on Sale of Fixed Assets Security Expenses Building Repair & Maintanenace Vehicles Expenses Business Promotion Sundry Balance Written off Commission Clearing & Forwarding Charges Sales Tax Rebate & Discount Freight Outward TOTAL 2.374 3.744.382 2.160 9.466 610.255.299.970 56.000 4.500.159.315 19.032 10.

4.31 9. Gratuity is covered under a scheme of Life Insurance Corporation of India (LIC) and contribution in respect of such scheme is recognized in the Profit & Loss Account.2 As far as possible. (iii) Leave with wages Provision for earned leave due for the year is made on the actual valuation as at the close of the year. the consolidated financial statements are prepared using uniform accounting policies for the like transactions and other events in similar circumstances and are presented in the same manner as Company's separate financial statements. for the year is identified and adjusted against the income of the group inorder to arrive at the net income attributable to shareholders of the Company. The liability/asset as at the Balance Sheet date is provided for based on the actuarial valuation carried out in accordance with Accounting Standard 15 on 'Employee Benefit'.3 Other significant accounting policies These are set out under “Significant Accounting Policies” as given in the Company's separate financial statements. the financial statements of parent company and subsidiary are combined on line-by-line basis by adding together the like items of assets.08 1711. over the net assets at the time of acquisition of shares in the subsidiaries is recognized in the financial statements as Goodwill or Capital Reserve as the case may be. (iv) Performance Guarantee March 31.15 crores (Previous year Rs. (ii) Defined Benefit Plans (Gratuity): The Company has a defined benefit Gratuity plan covering all its employees. 29.63 1540.52 421. Significant Policies 2. 2. Principles of Consolidation In preparing consolidated financial statements. In Crores) Particulars (i) Export Bills Discounted (ii) Estimated amount of capital contracts remaining to be executed net of advances (iii) Income Tax demand for AY 2005‐06 to AY 2009‐10 (Previous Year AY 2004‐05 to AY 2008‐09) net of deposit of Rs. contested in appeals. Contingent Liabilities There are contingent liabilities in respect of the following items: (No outflow is expected in view of the past history relating to these items:(Rs.SCHEDULE FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS NOTES TO FINANCIAL STATEMENTS 1. The inter group balances and transactions and unrealized profits and losses are fully eliminated. However in subsidiaries namely M/s SE Exports & M/s Kudu Industries gratuity is accounted for on actuarial basis. The difference between the cost of investment in the subsidiaries.1 Employee Benefits (i) Defined Contribution Plan: Contribution to Provident Fund is made in accordance with the provisions of the Employees Provident Fund and Miscellaneous Provision Act.28 150. income and expenses. 1952 and is charged to the profit and loss account. 2. 0. Minority Interest's in the net assets of the consolidated subsidiaries is identified and presented in the consolidated balance sheet separate from liabilities and equity of the company's shareholders.85 72 .12 crores) against the said demand. liabilities. Investment s other than in subsidiaries and associates have been accounted as per Accounting Standard (AS) 13 ON “Accounting for Investments”. 2012 28.89 March 31.41 1. 2011 20. 2. Minority Interest's in net profit of consolidated financial statements.

48 0.66 10. Neeraj Saluja Mr.39 Previous Year ‐ ‐ 8.06 0.06 ‐ 2. Related Party Disclosures Names of Related Parties and Relationships: Sr.01 ‐ 1.09 Previous Year 32.01 ‐ ‐ ‐ 16.30 18.15 ‐ Previous Year ‐ ‐ ‐ ‐ ‐ ‐ 27.09 228. Navneet Gupta Mr.59 0.66 10. Ritu Saluja Mrs.01 2.30 0. Ltd. S.66 ‐ ‐ ‐ 0. Goyal Relationship Subsidiary Partnership Firm Subsidiary Partnership Firm Subsidiary Company Subsidiary Company Subsidiary Company Fellow Subsidiary Company Key Management Personnel Mrs. Ltd.24 73 . R.89 ‐ 0.35 0. Related Parties Transactions: Particulars Associates 8 Relatives of KMP Associates Enterprises over which key management personal and relatives of such personal is able to exercise significant influence Key Management & Relatives of KMP Current Year ‐ ‐ ‐ ‐ ‐ ‐ 18.09 ‐ Current Year Purchase & Processing of Goods Sale & Processing of Goods Share Application Money Given‐Received Back Sale of Fixed Assets Share Application Money Given Share Application Money Received Back Equity Contribution Received in Cash Rent Paid Rent Received Managerial Remuneration Loan Given Capital Account Transaction with Partners Closing Balance of Related Parties Debit/(Credit) ‐ ‐ ‐ ‐ ‐ 10. 1 2 3 4 5 6 7 Name of Related Party S.15 60.35 ‐ 43. Silverline Corporation Ltd.96 ‐ 10. V.01 ‐ ‐ ‐ 33. Omega Hotels Ltd. Omega Hotels Ltd.64 ‐ ‐ ‐ ‐ ‐ 11.48 0.66 ‐ 0.70 32.30 0.66 ‐ ‐ 0. Mr.89 Enterprises over which Personal (KMP) significant influence Previous Current Year Year 18. E.30 ‐ 27. Ltd. Saluja Mr. 10 Shiv Narayan Investments Pvt.48 0.66 ‐ 0. Exports Kudu Industries SEL Textiles Ltd.64 ‐ ‐ ‐ ‐ ‐ ‐ 26.12 ‐ ‐ ‐ 30.30.K.59 0.12 ‐ ‐ ‐ 41.89 11.01 0. SEL Aviation Pvt. No. * No transactions have taken place during the year. Saluja International *Saluja Fabrics SEL Developers Pvt.44 0. Dhiraj Saluja Mr. Reema Saluja 9 Rythm Textiles & Apparels Park Ltd.80 (Rs.03 1. Sneh Lata Saluja Mrs.02 30.02 41.44 46. in Crores) Total Current Year 18.44 55.

64 241.89 304.31 248.27 32.75 116.98 1593.31.329.75 179.27 3133. Current Year 8247.98 1702.54 308. No.80 2329.25 43. Primary Segment: Business Segment The company has disclosed business segment has primary segment.95 21.75 21. Fabrics & Garments and the major business activities revolve around this segment. Rs.81 108.76 108.68 1.64 3.80 2221.70 3016. No.67 107.47 251.615.02 74 .724.67 107.85 9.24 84789167 84789167 9. The Company operation mainly relates to textiles consisting of Yarn. Segment Reporting a.85 82.56 2221.27 14. In crores) Textiles Particulars Current Year Revenue External Segment Other Income Inter Segment Sales Total Revenue Results Segment Results Unallocated Corporate Expenses Operating Profit Interest Expense Interest Income Income Taxes Net Profit 308.13 1. Earnings Per Share The calculation of Earnings per Share as disclosed in the Balance Sheet Abstract has been in accordance with Accounting Standard (AS)-20 on Earnings per Share issued by the Institute of Chartered Accountants of India.73 Previous Year 11255.65 1.55 2.75 4583.39 3.08 84.36 112.27 4699.97 53. (Rs.73 9.65 1.81 Previous Year Current Year Others Previous Year Current Year Total Previous Year OTHER INFORMATION Segment Assets Unallocated Corporate Assets Total Assets 4583. The segment other than textile has been classified as other segment. in Lacs No.43 116.29 78852425 78852425 14.43 3016. A statement on calculation of Basic & Diluted EPS is as under: Particulars Profit after tax before Extra ordinary Items Weighted average number of equity shares Weighted average number of Potential equity shares Total Basic EPS Diluted EPS (A) (B) (C) (D) (A/B) (A/D) Unit Rs. Rs.

27 902.88% 99.E.00% 51.22 36.30 2329.18 1702.2011 31.02 475.2012 (Neeraj Saluja) Managing Director (Navneet Gupta) Executive Director (Rahul Kapoor) Company Secretary 75 .2011 31. Loans & Advances includes Rs. 83142 Place: Ludhiana Date: 29. Exports Kudu Industries SEL Aviations Pvt.03.81 1.00 - - b.85% 49. Name of Subsidiary SEL Textiles Ltd.97 0. Current Assets.2012 100. Ltd. Capital Expenditures ‐Within India ‐Outside India Total Assets 1427.18% For and on the behalf of Board of SEL Manufacturing Company Limited (Rakesh Soni) Partner M.75% 99.00% 33.86 215. 34.81 crores) due from firms as debtors in which directors of the company are interested as partners.18 2352.68 2599.00 441.98 33.00% ‐ ‐ b) In case of associates where the company directly holds more than 20% of equity investments in associates are accounted for using equity method in accordance with Accounting Standard (AS) 23.Segment Liabilities Unallocated Corporate Liabilities Total Liabilities 247.80 Capital Expenditures Depreciation Non Cash Expenses other than depreciation 640.05. Nil Crores (Previous Year Rs.“Accounting for Investments in Associates in Consolidated Financial Statement”.70 601.03.34 1903. Ltd.59 511. a) The Consolidated Financial Statements present the consolidated accounts of SEL Manufacturing Co. Segment Revenue‐External Turnover ‐Within India ‐Outside India Total Revenue 2. Name of Associates Rhythm Textiles & Apparels Park Ltd.28 3133. S.57 550.00% 99.80 0. 1.82 600.54 39.44 640.74 461.88 4699.03.2012 40. Segment Assets ‐Within India ‐Outside India Total Assets 3. Country of Incorporation India India India India India Proportion of Ownership Interest as at 31. Omega Hotels Ltd. With its following subsidiaries.09% 99. 000402N Country of Incorporation India India Proportion of Ownership Interest as at 31.No. For Dass Khanna & Co.27 60.00% 99.57 4098. Silverline Corporation Ltd. In crores) 2010‐11 1152.27% 1.98 81.00% 99.03.46 2118.75 2671. Chartered Accountants Registration No.18 215.34 - - 247. Secondary Segment: Geographical segment The financial information about geographical segment is presented below: 2011‐12 (Rs.

54 3.74) (0. 2.01) 1.09 9. Silverline Corporation Ltd.06 6.43 - Sr.19 0.94 904.86 36.94 0.Financial Information of Subsidiaries Company/Firms as on 31st March. 4.69 108. (Rs.29 41.09 0.29 9.52 6.87 (0.99 4.73 100.28 120.14 4.01) (0.36 41. Ltd.68 20.06 6.74) 13.43 4. No. Particulars 1 Capital 2 Reserves 3 Total assets 4 5 Total liabilities Details of investment (except in case of investment in the subsidiaries) 76 6 Turnover 7 Profit before taxation 8 Provision for taxation 9 Profit after taxation 10 Proposed dividend .01 7.05 464.73 9. In Crores) Omega Hotels Ltd.87 13.28 6.70 SEL Textiles Ltd.03 0. 2012 Kudu Industries SE Exports SEL Aviation Pvt.69 904.16 36.40 0.05 (0.43 4.93 0.62 13.31 3.

Members are requested to bring their copy of the Notice to the meeting. 2 012 at 9. 2012 Folio No. LUDHIANA 141 014 (Pb. Road. Road. at the Registered Office of the Company situated at 274.) and at any adjournment(s) thereof. G. 28th September. G. should be duly stamped.T.T. Affix Revenue Stamp here Signature of member Note: This form.m. Dhandari Khurd. SEL MANUFACTURING COMPANY LIMITED Registered Office: 274. not less than 48 hours before the meeting. signed and deposited at the Registered Office of the Company.30 a.m. Road. in order to be effective./DP and Client ID (as applicable) I/We of in the district of being a member(s) of the Company hereby appoint of in the district of o r failing him/her of in the district of as my/our proxy to vote for me/us on my/our behalf at the 12th Annual General Meeting of the company to be held on Friday. LUDHIANA 141 014 (Pb.30 a. I hereby record my presence at the 12th Annual General Meeting of the company held at the Registered Office of the Company situated at 274. G. Name of the member/proxy Signature of member/proxy (in Block Letters) Note: Please fill up this attendance slip and hand it over at the entrance of the meeting.) on Friday.T. 2012 Folio No.) PROXY FORM 12th Annual General Meeting September 28. Ludhiana 141 014 (Pb. completed. Dhandari Khurd.) ATTENDANCE SLIP 12th Annual General Meeting September 28.T. 28th September./DP and Client ID (as applicable) Number of Shares held I certify that I am a member/proxy for the member of the Company. Road. Ludhiana 141 01 4 (Pb.SEL MANUFACTURING COMPANY LIMITED Registered Office: 274. 77 . Dhandari Khurd. Dhandari Khurd. Signed this day of 2012. G. 2012 at 9.

Sign up to vote on this title
UsefulNot useful