DIGJAM Limited ("The Company") is a public limited company incorporated as Shree Digvijaya Woollen Mills Limited on March 15, 1948 under the Indian Companies Act, 1913. The present name was adopted w.e.f. April 9, 2008. Equity shares of the Company are listed on BSE and National Stock Exchange. The Company is engaged in the manufacture of woollen/worsted fabrics at Jamnagar, Gujarat under the brand "DIGJAM".

2.1 Equity Shares carry voting rights at the General Meeting of the Company and are entitled to dividend and to participate in surplus, if any, in the event of winding up.

The Company has on March 27, 2015 allotted 5,00,000 - 8% Non-Convertible Redeemable Preference Shares of Rs. 100 each for cash at par. The Preference Shares are entitled to dividend @ 8% p.a. (non-cumulative) in preference to the Equity Shares but are not entitled to vote at the General Meeting of the Company unless dividend has been in arrears for minimum 2 years. The Preference Shares are non-participating and shall have preferential right to repayment in the case of a winding up or repayment of capital of the amount of the share capital paid-up.

The 8% Non-Convertible Redeemable Preference Shares are redeemable at par at the end of 10 years from the date of allotment with an option to the Company to redeem at any time earlier thereto.

2.2 Shareholders holding more than 5% shares in the Company

I. Equity Shares of Rs.10 each

Central India General Agents Ltd.: 1,65,14,000 Shares; 18.84% (Previous Year: 1,61,00,000 Shares; 18.37%) ICICI Bank Ltd. 87,63,381 Shares; 10.00% (Previous Year: 91,77,381 Shares; 10.47%)

Birla Holdings Ltd.: 72,50,000 Shares; 8.27% (Previous Year: 72,50,000 Shares; 8.27%) iPro Capital Ltd.: 70,00,000 Shares; 7.99% (Previous Year: 70,00,000 Shares; 7.99%)

Sukriti Education Society: 48,09,881 Shares; 5.49% (Previous Year: 48,09,881 Shares; 5.49%)

II. 8% Non- Convertible Redeemable Preference Shares of Rs.100 each Central India General Agents Ltd.: 5,00,000 Shares; 100.00% (Previous Year: Nil)

3. Long Term Borrowings

Loan from a bank [total outstanding - Nil (Previous year: Rs 1,25,00,000)] which was secured by first charge on the fixed assets of the Company at Jamnagar, DIGJAM brand and pledge of part of the promoters' shareholding in the Company was fully repaid during the year.

Loan from Housing Development Finance Corporation Limited [total outstanding - Rs. Nil (Previous year: Rs. 5,00,259)] together with the right of recompense, if any, on account of settlement is secured by mortgage on specified immovable properties.

Loans from banks and Financial Institutions for purchase of vehicles [total outstanding - Rs. 8,45,494 (Previous year: Rs. Nil)] are secured against the vehicles purchased out of those loans. The loans are repayable, in 49 equated monthly instalments, by April 2019. Loans from others for purchase of vehicles [total outstanding - Rs. 2,45,598 (Previous year: Rs. 4,63,194)] are secured against the vehicles purchased out of those loans. The loans are repayable, in 12 equated monthly instalments, by March, 2016.

Unsecured Intercorporate Deposits of Rs. 6,14,00,000 (Previous year: Rs. 3,84,00,000) are repayable by June, 2016 and Rs. 1,50,00,000 (Previous year: Rs. 1,50,00,000) thereafter.

4. In view of uncertainty that sufficient future taxable income will be available against unabsorbed depreciation and carried forward losses under tax laws, deferred tax asset has not been recognised.

5. As on March 31,2015 Company's current liabilities are over its current assets. The Company has taken steps to strengthen its liquidity position by infusing long term funds by way of Preference Shares and long term loans. The Company expects to earn operating profit and a positive cash flow during the current year from the operations.

6. Foreign Exchange Exposure

i. The outstanding foreign exchange exposures hedged under forward contracts:

Payable: AUD - 3,27,776, Rs. 1,55,79,203 (Previous year: AUD 3,18,970, Rs. 1,76,90,087).

ii. The foreign exchange exposures not covered under forward contracts -

Receivables: EURO - 3640, Rs. 2,44,257 (Previous year: EURO 8650, Rs. 7,12,158), USD - 1,56,946, Rs. 98,04,387 (Previous year: USD 2,09,122, Rs. 1,25,30,603) and GBP - 50, Rs. 4,619 (Previous year: GBP 5718, Rs. 5,69,698).

Payables: AUD - 7,60,053, Rs. 3,61,25,336 (Previous year: AUD 7,04,373, Rs. 3,90,64,507), EURO - 1,32,742, Rs. 89,13,625 (Previous year: EURO 1,74,538, Rs. 1,43,69,675), USD - 1,14,504, Rs. 71,55,331 (Previous year: USD 1,01,546, Rs. 60,84,636) and GBP - 205, Rs. 18,970 (Previous year: GBP 480, Rs. 47,831).

7. Related Party Disclosures

(in terms of AS 18)

i. Key Managerial Personnel:

Sri C. Bhaskar (Managing Director & Chief Executive Officer) - Remuneration - Rs. 42,31,817 (Previous year: Rs. 22,90,291). The above remuneration exclude gratuity funded through LIC, and leave obligation for which contribution/provision are not separately identified. There was no other transaction with them during the aforesaid tenure.

ii. Xpro India Ltd. (a company where common management may be deemed to exist) - aggregate of Short Term Deposits taken from them from time to time - Rs. 5,25,00,000 (Previous year: Rs. 14,00,00,000); Deposits repaid from time to time - Rs. 9,00,00,000 (Previous year: Rs. 13,75,00,000). Interest expense (gross) on above Deposits - Rs. 58,06,489 (Previous year: Rs. 69,54,414) and Expenses reimbursed - Rs. 6,97,577 (Previous year: Rs. 7,82,240). Maximum outstanding balance (credit) during the year - Rs. 5,12,62,825, (Previous year: Rs. 5,12,32,535). Outstanding balance (credit) as at March 31,2015 - Rs. 56,31,382 (Previous year: Rs. 4,25,00,000).

8. The previous year's figures have been regrouped/reclassified as necessary.