Sheela Foam Ltd FY 1

Sheela Foam Limited
(CIN : L74899DL 1971PLC005679)

Registered Office : C-55, Preet Vihar, Vikas Marg, Delhi-110092
Email : iquebal.ahmad@sheelafoam.com
Phone : 11 2202 6875 Facsimile : +91 11 2202 6876
Notice
NOTICE is hereby given that the Forty Eighth “RESOLVED THAT pursuant to the provisions of
(48th) Annual General Meeting of the Company Section 148(3) and other applicable provisions, if
will be held on Friday 14th August at 10:30 AM. any, of the Companies Act, 2013 and The Companies
(IST) through Video Conference (“VC”) / Other (Audit and Auditors) Rule, 2014(including any
Audio Visual Means (“OAVM”) (“hereinafter statutory modification(s) or re-enactment(s)
referred to as “electronic mode”) to transact thereof, for the time being enforce), M/s. Mahesh
the following business: Singh & Co, Cost Accountants, appointed by the
Board of Directors of the Company to conduct the
ORDINARY BUSINESS: Audit of the cost records of the Company, for the
1.
To receive, consider and adopt the Financial Financial Year 2020-21, be paid ` 1,50,000/-(Rupees
Statements of the Company for the year One Lakh Fifty Thousand only) plus applicable tax.”
2020(Standalone and Consolidated) including
audited Balance Sheet as at 31st March 2020, 5.
To consider and, if thought fit, to pass with or
the Statement of Profit and Loss and Cash Flow without modification(s), the following Resolution as
Statement for the year ended on that date and the an Ordinary Resolution:
Reports Auditors thereon.
“RESOLVED THAT the Company hereby accords its
2.
To appoint a Director in place of Ms. Namita approval for the payment of ` 11,50,000 (Rupees
Gautam(DIN 00190463), who retires by rotation Eleven Lakh Fifty Thousand only) commission to
and, being eligible, offers herself for re-appointment. each Independent Directors, for one year of service,
that is over and above sitting fees payable to the
3.
To consider and, if thought fit, to pass with or Independent Directors and to be reviewed annually.”
without modification(s), the following Resolution as
an Ordinary Resolution: By Order of the Board
“RESOLVED THAT pursuant to section 139 and Md Iquebal Ahmad

142 of the companies Act, 2013 read with the Date: 26th June, 2020 Company Secretary
Companies (Audit and Auditors) Rules, 2014 and Place: Noida and Compliance Officer
other applicable provisions, if any, appointment
of M/s S. P. Chopra & Co., Chartered Accountants IMPORTANT NOTES:
(Firm Registration No.-000346N), be and is hereby
1) In view of the continuing Covid-19 pandemic, the
ratified to hold the office from conclusion of this
Ministry of Corporate Affairs (“MCA”) has vide its
Annual General Meeting until the conclusion of the
Circular No. 20 dated May 5, 2020 read with Circular
49th Annual General Meeting of the Company to be
No. 14 dated April 8, 2020 and Circular No. 17 dated
held in the year 2021.
April 13, 2020 (hereinafter collectively referred to as
“MCA Circulars”) permitted the holding of Annual
FURTHER RESOLVED THAT the Board of Directors
General Meeting through VC or OAVM without the
be and hereby authorized to fix the remuneration
physical presence of Members at a common venue.
with the consultation of Auditors.”
In compliance with these MCA Circulars and the
SPECIAL BUSINESS: relevant provisions of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure
4.
To consider and, if thought fit, to pass with or
Requirements) Regulations, 2015, the Annual
without modification(s), the following Resolution as
General Meeting of the Members of the Company is
an Ordinary Resolution:
being held through VC/OAVM.
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2) Pursuant to the provisions of the Companies Act, with the aforesaid MCA Circulars and circular
2013, a Member entitled to attend and vote at the issued by SEBI dated May 12, 2020. Members may
Annual General Meeting is entitled to appoint a note that the Notice of Annual General Meeting
proxy to attend and vote on his/her behalf and and Annual Report for the financial year 2019-20
the proxy need not be a Member of the Company. will also be available on the Company’s website
Since this AGM is being held pursuant to the MCA www.sheelafoam.com; websites of the Stock
Circulars through VC/OAVM, physical attendance of Exchanges i.e. National Stock Exchange of India Ltd
Members has been dispensed with. Accordingly, the and BSE Limited at www.nseindia.com and www.
facility for appointment of proxies by the Members bseindia.com respectively. Members can attend and
will not be available for the Annual General Meeting participate in the Annual General Meeting through
and hence the Proxy Form and Attendance Slip are VC/OAVM facility only.
not annexed to the Notice.
6) Members attending the meeting through VC/OAVM
3)
Institutional/Corporate Shareholders (i.e. other shall be counted for the purposes of reckoning the
than individuals/HUF, NRI, etc) are required to quorum under Section 103 of the Companies Act,
send a scanned copy (PDF/JPEG Format) of its 2013.
Board Resolution or governing body Resolution/
Authorisation etc., authorising its representative to 7)
The Register of Directors and Key Managerial
attend the Annual General Meeting through VC/OAVM Personnel and their shareholding, maintained under
on its behalf and to vote through remote e-voting. Section 170 of the Act, and the Register of Contracts
The said Resolution/Authorization shall be sent to or Arrangements in which the directors are
the Scrutinizer by email through their registered email interested, maintained under Section 189 of the Act,
address to avafirm@gmail.com with copies marked to will be available electronically for inspection by the
the Company at iquebal.ahmad@sheelafoam.com and members during the AGM. All documents referred
to its RTA at delhi@linkintime.co.in. to in the Notice will also be available for electronic
inspection without any fee by the members from
4) Registration of email ID and Bank Account details: the date of circulation of this Notice up to the date
In case the shareholder’s email ID is already of AGM, i.e. August 14, 2020. Members seeking
registered with the Company/its Registrar & Share to inspect such documents can send an email to
Transfer Agent “RTA”/Depositories, log in details iquebal.ahmad@sheelafoam.com.
for e-voting are being sent on the registered email
address. 8) Explanatory Statement pursuant to Section 102 of
the Companies Act, 2013 (“Act”) setting out material
In case the shareholder has not registered his/her/ facts concerning the business under Item Nos. 4 to
their email address with the Company/its RTA/ 5 of the accompanying Notice, is annexed hereto.
Depositories and or not updated the Bank Account
mandate for receipt of dividend, the following 9)
To prevent fraudulent transactions, members are
instructions to be followed: advised to exercise due diligence and notify any
change in address or demise of any member as soon
(i) Kindly log in to the website of our RTA, Link as possible. Members are also advised not to leave
Intime India Private Ltd., www.linkintime.co.in their demat account(s) dormant for long. Periodic
under Investor Services > Email/Bank detail statement of holdings should be obtained from
Registration- fill in the details and upload the the concerned Depository Participant and holdings
required documents and submit. OR should be verified.
(ii) In the case of Shares held in Demat mode: 10) The Securities and Exchange Board of India (SEBI) has
The shareholder may please contact the mandated the submission of Permanent Account
Depository Participant (“DP”) and register the Number (PAN) by every participant in securities
email address and bank account details in the market. Members holding shares in electronic form
demat account as per the process followed and are, therefore, requested to submit the PAN to
advised by the DP. their Depository Participants with whom they are
maintaining their demat accounts.
5) The Notice of the Annual General Meeting along
with the Annual Report for the financial year 2019- 11)
SEBI has also mandated that for registration of
20 is being sent only by electronic mode to those transfer of securities, the transferee(s) as well as
Members whose email addresses are registered transferor(s) shall furnish a copy of their PAN card to
with the Company/Depositories in accordance the Company for registration of transfer of securities.
P-2 Sheela Foam Limited

12)
Details as required in sub-regulation (3) of Remote e-Voting Instructions for shareholders:
Regulation 36 of the Listing Regulations in 1.
Open the internet browser and launch the URL:
respect of the Directors seeking appointment/ re- https://instavote.linkintime.co.in
appointment at the Annual General Meeting, forms
integral part of the notice. Requisite declarations Those who are first time users of LIIPL e-voting platform
have been received from the Directors for seeking or holding shares in physical mode have to mandatorily
appointment/ re-appointment. generate their own Password, as under:
 Click on “Sign Up” under ‘SHARE HOLDER’ tab and

13) Voting through electronic means:
register with your following details: -
I. In compliance with provisions of Section 108
of the Companies Act, 2013, Rule 20 of the User ID: Enter your User ID
Companies (Management and Administration)
Rules, 2014 as substituted by the Companies A. • Shareholders/members holding shares in
(Management and Administration) Amendment CDSL demat account shall provide 16 Digit
Rules, 2015 (‘Amended Rules 2015’), Regulation Beneficiary ID
44 of the Listing Regulations and Secretarial • hareholders/members holding shares in NSDL
S
Standard on General Meetings (SS2) issued demat account shall provide 8 Character DP ID
by the Institute of Company Secretaries of followed by 8 Digit Client ID
India, the Company is pleased to provide its
• Shareholders/members holding shares in
members facility to exercise their right to vote
physical form shall provide Event No + Folio
on resolutions proposed to be considered at
Number registered with the Company
the 48th Annual General Meeting (AGM) by
electronic means and the business may be
B. PAN: Enter your 10-digit Permanent Account
transacted through e-Voting Services. The
Number (PAN) (Members who have not updated
facility of casting the votes by the members
their PAN with the Depository Participant (DP)/
using an electronic voting system from a
place other than venue of the AGM (“remote Company shall use the sequence number provided
e-voting”) will be provided by Link Intime India to you, if applicable.
Private Limited (LIIPL).
C. DOB/DOI: Enter the Date of Birth (DOB) / Date of
II.
The members who have cast their vote by Incorporation (DOI) (As recorded with your DP /
remote e-voting prior to the AGM may also Company - in DD/MM/YYYY format)
attend the AGM but shall not be entitled to cast
their vote again. D. Bank Account Number: Enter your Bank Account
Number (last four digits), as recorded with your DP/
III. A person who is not a member as on the cut- Company.
off date should treat this Notice for information
• Shareholders/members holding shares in CDSL
purpose only.
demat account shall provide either ‘C’ or ‘D’,
above
IV. The e-voting period commences on Monday,
August 10, 2020 (9:00 a.m. IST) and ends on • hareholders/members holding shares in NSDL
S
Thursday, August 13, 2020 (5:00 p.m. IST). demat account shall provide ‘D’, above
During this period, members holding shares
• Shareholders/members holding shares in
either in physical or dematerialized form, as
physical form but have not recorded ‘C’ and ‘D’,
on cut-off date, i.e. as on August 07, 2020 may
shall provide their Folio number in ‘D’ above
cast their votes electronically. The e-voting
module will be disabled by Link Intime for Set the password of your choice (The password

voting thereafter. should contain minimum 8 characters, at least one
special Character (@!#$&*), at least one numeral, at
A member will not be allowed to vote again
least one alphabet and at least one capital letter).
on any resolution on which vote has already
been cast. The voting rights of members shall  Click “confirm” (Your password is now generated).
be proportionate to their share of the paid-up
equity share capital of the Company as on the NOTE:
If Shareholders/members are holding
cut‑off date, i.e. as on August 07, 2020. shares in demat form and have
registered on to e-Voting system of LIIPL:
14)
Instructions for e-voting and joining the Annual https://instavote.linkintime.co.in, and/or voted
General Meeting are as follows: on an earlier event of any company then they
can use their existing password to login.
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2. Click on ‘Login’ under ‘SHARE HOLDER’ tab. For shareholders/membersholding shares in physical
form, the details can be used only for voting on the
3. Enter your User ID, Password and Image Verification resolutions contained in the Notice.
(CAPTCHA) Code and click on ‘Submit’.
During the voting period, shareholders/members can
4.
After successful login, you will be able to see the login any number of time till they have voted on the
notification for e-voting. Select ‘View’ icon. resolution(s) for a particular “Event”.
5. E-voting page will appear. Shareholders/members holding multiple folios/demat

account shall choose the voting process separately for
6. Refer the Resolution description and cast your vote each of the folios/demat account.
by selecting your desired option ‘Favour / Against’
(If you wish to view the entire Resolution details, In case shareholders/members have any queries
click on the ‘View Resolution’ file link). regarding e-voting, they may refer the Frequently Asked
Questions (‘FAQs’) and InstaVote e-Voting manual
7.
After selecting the desired option i.e. Favour / available at https://instavote.linkintime.co.in, under Help
Against, click on ‘Submit’. A confirmation box will section or send an email to enotices@linkintime.co.in or
be displayed. If you wish to confirm your vote, click contact on: - Tel: 022 –4918 6000.
on ‘Yes’, else to change your vote, click on ‘No’ and
accordingly modify your vote. Process and manner for attending the Annual General
Meeting through InstaMeet:
8. Institutional shareholders (i.e. other than Individuals, 1.
Open the internet browser and launch the URL:
HUF, NRI etc.) and Custodians are required to log on https://instameet.linkintime.co.in
the e-voting system of LIIPL at https://instavote.
linkintime.co.in and register themselves as  Select the “Company” and ‘Event Date’ and register
‘Custodian / Mutual Fund / Corporate Body’. They with your following details: -
are also required to upload a scanned certified true
copy of the board resolution /authority letter/power A. Demat Account No. or Folio No:Enter your 16 digit
of attorney etc. together with attested specimen Demat Account No. or Folio No
signature of the duly authorised representative(s)
in PDF format in the ‘Custodian / Mutual Fund / • hareholders/ members holding shares in
S
Corporate Body’ login for the Scrutinizer to verify CDSL demat account shall provide 16 Digit
the same. Beneficiary ID
If you have forgotten the password: • hareholders/ members holding shares in

S
o Click on ‘Login’ under ‘SHARE HOLDER’ tab NSDL demat account shall provide 8 Character
and further Click ‘forgot password?’ DP ID followed by 8 Digit Client ID
o Enter User ID, select Mode and Enter Image • hareholders/ members holding shares in
S
Verification (CAPTCHA) Code and Click on physical form shall provide Folio Number
‘Submit’. registered with the Company
• In case shareholders/members is having valid email

B. PAN: Enter your 10-digit Permanent Account
address, Password will be sent to his / her registered
Number (PAN) (Members who have not updated
e-mail address.
their PAN with the Depository Participant (DP)/
• hareholders/members can set the password of
S
his/her choice by providing the information about Company shall use the sequence number provided
the particulars of the Security Question and Answer, to you, if applicable.
PAN, DOB/DOI, Bank Account Number (last four
C. Mobile No.: Enter your mobile number.
digits) etc. as mentioned above.
• he password should contain minimum 8 characters,

T D. Email ID: Enter your email id, as recorded with your
at least one special character(@!#$&*), at least one DP/Company.
numeral, at least one alphabet and at least one
capital letter.  lick “Go to Meeting” (You are now registered for
C
InstaMeet and your attendance is marked for the
• It is strongly recommended not to share your meeting).
password with any other person and take utmost
care to keep your password confidential.

Please refer the instructions (annexure)for the software 4. Cast your vote by selecting appropriate option i.e.
requirements and kindly ensure to install the same on “Favour/Against” as desired. Enter the number of
the device which would be used to attend the meeting. shares (which represents no. of votes) as on the cut-
Please read the instructions carefully and participate off date under ‘Favour/Against’.
in the meeting. You may also call upon the InstaMeet
Support Desk for any support on the dedicated number 5. After selecting the appropriate option i.e. Favour/
provided to you in the instruction/ InstaMEET website. Against as desired and you have decided to vote,
click on “Save”. A confirmation box will be displayed.
Instructions for Shareholders/ Members to Speak If you wish to confirm your vote, click on “Confirm”,
during the Annual General Meeting through InstaMeet: else to change your vote, click on “Back” and
Shareholders who would like to speak during the meeting accordingly modify your vote.
must register their request 3 days in advance ie 11th
August on or before 5.00 pm with the company on the 6. Once you confirm your vote on the resolution, you
email id iquebal.ahmad@sheelafoam.com. will not be allowed to modify or change your vote
subsequently.
1. Shareholders will get confirmation on first cum first
basis depending upon the provision made by the Note: Shareholders/ Members, who will be present in
client. the Annual General Meeting through InstaMeet facility
and have not casted their vote on the Resolutions
2. Shareholders will receive “speaking serial number” through remote e-Voting and are otherwise not barred
once they mark attendance for the meeting. from doing so, shall be eligible to vote through e-Voting
facility during the meeting. Shareholders/ Members who
3.
Other shareholder may ask questions to the
have voted through Remote e-Voting prior to the Annual
panellist, via active chat-board during the meeting.
General Meeting will be eligible to attend/ participate in
4. Please remember speaking serial number and start the Annual General Meeting through InstaMeet. However,
your conversation with panellist by switching on they will not be eligible to vote again during the meeting.
video mode and audio of your device.
Shareholders/ Members are encouraged to join the
Shareholders are requested to speak only when Meeting through Tablets/ Laptops connected through
moderator of the meeting/ management will announce broadband for better experience.
the name and serial number for speaking.
Shareholders/ Members are required to use Internet with
Instructions for Shareholders/ Members to Vote during a good speed (preferably 2 MBPS download stream) to
the Annual General Meeting through InstaMeet: avoid any disturbance during the meeting.
Once the electronic voting is activated by the scrutinizer/ Please note that Shareholders/Members connecting
moderator during the meeting, shareholders/ members from Mobile Devices or Tablets or through Laptops
who have not exercised their vote through the remote connecting via Mobile Hotspot may experience Audio/
e-voting can cast the vote as under: Visual loss due to fluctuation in their network. It is
therefore recommended to use stable Wi-FI or LAN
1. On the Shareholders VC page, click on the link for connection to mitigate any kind of aforesaid glitches.
e-Voting “Cast your vote”
In case shareholders/ members have any queries regarding
2. Enter your 16 digit Demat Account No. / Folio No. login/ e-voting, they may send an email to instameet@
and OTP (received on the registered mobile number/ linkintime.co.in or contact on: - Tel: 022-49186175.
registered email Id) received during registration for
InstaMEET and click on ‘Submit’.
3.
After successful login, you will see “Resolution
Description” and against the same the option
“Favour/ Against” for voting.
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Annexure
Guidelines to attend the AGM proceedings of Link Intime India Pvt. Ltd.: InstaMEET
For a smooth experience of viewing the AGM proceedings of Link Intime India Pvt. Ltd. InstaMEET, shareholders/
members who are registered as speakers for the event are requested to download and install the Webex application in
advance by following the instructions as under:
a) Please download and install the Webex application by clicking on the link https://www.webex.com/downloads.html/

or
b)
If you do not want to download and install the Webex application, you may join the meeting by following the
process mentioned as under:
Step 1 Enter your First Name, Last Name and Email ID and click on Join Now.
1 (A) If you have already installed the Webex application on your device, join the meeting by clicking on
Join Now
1 (B) If Webex application is not installed, a new page will appear giving you an option to either Add Webex
to chrome or Run a temporary application.
Click on Run a temporary application, an exe file will be downloaded. Click on this exe file to run the
application and join the meeting by clicking on Join Now
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EXPLANATORY STATEMENT
Item No. 4
The Board, on the recommendation of the Audit Committee, has approved at their Meeting held on 26th June, 2020
the appointment of M/s. Mahesh Singh & Co., Cost Accountants, New Delhi (Firm Registration No. 100441), as Cost
Auditors to conduct the audit of the cost records of the Company pertaining to products covered under The Companies
(Cost Records and Audit) Rules, 2014 and amendment thereto manufactured by the Company, for the financial year
ending 31st March, 2021 at a remuneration of ` 1,50,000/- (One Lakh Fifty Thousand only) plus applicable taxes.
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified by the members of the
Company. Accordingly, consent of the members is sought for passing an ordinary resolution as set out at Item No. 4 of
the Notice for ratification of remuneration payable to the Cost Auditors for the financial year ending 31st March, 2021.
None of the Directors, Key Managerial Personnel and their relatives are, in any way, concerned or interested financially
or otherwise, in the proposed resolution. The Board recommends the passing of the resolution as set out at Item No.
4 as an ordinary resolution.
Item No. 5
The Board at the meeting held on 26 June, 2020, have recommended for the approval of the Members, payment of
` 11,50,000/-(Rupees Eleven Lakh Fifty Thousand only) by way of commission to each Independent Directors of the
Company for the completion of one year of service . The Commission shall be reviewed annually.
The Independent Directors (and their relatives) are interested in this Resolution insofar as the same relates to their
respective commission. None of the Key Managerial Personnel of the Company, or their relative, is interested in the
resolution set out at Item No. 5.
The Board recommends this Resolution for your approval.
By Order of the Board
Md Iquebal Ahmad
Date: 26th June, 2020 Company Secretary
Place: Noida and Compliance Officer
DETAIL OF DIRECTOR SEEKING RE-APPOINTMENT AT THE ENSUING ANNUAL GENERAL MEETING

Pursuant to Regulation 36 of Securities Exchange Board of India.
(Listing Obligation and Disclosure Requirements) Regulations 2015)
Ms. Namita Gautam
Director Indentification Number (DIN) 00190463

Date of joining of the board 14/11/2003
Brief resume of the Director including nature of expertise Ms. Namita Gautam, aged 66 year. She has been
in specific functional areas associated with our group for the last 31 years and as a
Whole-time Director of our Company since 14 November,
2003. During her tenure, she has headed the human
resource, marketing and projects departments of the
Company. She currently heads our CSR initiative through
“Sleepwell Foundation” and heads Special Projects. She
holds a bachelor’s degree in law and a master’s degree in
economics from Kanpur University.
Relationship of directors inter-se Ms. Namita Gautam is the wife of Mr. Rahul Gautam and
Mr. Tushaar Gautam is the son of Ms. Namita Gautam
Number of shares held in the company 57,15,879

Ensuring
a Healthy
Future
Annual Report 2019-20
Smt. Sheela Gautam - A Tribute
November 15, 1931 - June 08, 2019
Smt. Sheela Gautam, Chairperson Emeritus, was the founder of the Sheela Group. She was also a
member of the Lok Sabha four times from 1991 onwards. Undoubtedly, memories of Smt. Sheela
Gautam will be cherished for ever with respect and reverence for the leadership and guidance she
provided, especially in the formative years of the Sheela Group. She leaves behind a rich legacy,
which will continue to inspire us all in the years ahead.
What’s Forward-looking statements
Inside?
In this Annual Report, we have disclosed
forward-looking information to enable
investors to comprehend our prospects
and take informed investment decisions.
This report and other statements - written
and oral - that we periodically make,
contain forward-looking statements that
Corporate Overview 1-27 set out anticipated results based on the
Ensuring a Healthy Future 3 management’s plans and assumptions.
Evolving, Energising, and Envisioning a Healthy Future 4 We have tried wherever possible to
Shaping a Healthy Future Together 5 identify such statements by using words
such as ‘anticipate’, ‘estimate’, ‘expects’,
Our Journey of Excellence 6
‘projects’, ‘intends’, ‘plans’, ‘believes’,
Performance highlights 8
and words of similar substance in
Chairman’s Message 10
connection with any discussion of future
Creating new innovations Crafting a healthy future 14
performance. We cannot guarantee
Putting health & hygiene first 16 that these forward-looking statements
Corporate Information 18 will be realised, although we believe
Empowering Lives 19 we have been prudent in assumptions.
Board of Directors 26 The achievement of results is subject to
risks, uncertainties and even inaccurate
assumptions. Should known or unknown
Statutory Reports 28-80 risks or uncertainties materialise or
Management Discussion and Analysis 28 should underlying assumptions prove
Directors’ Report 35 inaccurate, actual results could vary
Business Responsibility Report 73 materially from those anticipated,
estimated or projected. Readers
should bear this in mind. We undertake
Financial Statements 82-199 no obligation to publicly update any
Standalone Financial Statements 82 forward-looking statements, whether
Consolidated Financial Statements 140 as a result of new information, future
events or otherwise.
To read this report online or to download, please visit us

at http://sheelafoam.com/annual-report.html
Ensuring a
Healthy Future
At Sheela Foam Limited, we have achieved the
perfect blend of comfort technology with a scientific
health-booster, helping consumers experience life
and meet its challenges with vigour.
The shape of the future intrigues us and motivates us every day. There are so many factors that
influence our future; and the most important factor is our health. A hard day’s work has to be
followed by a good night’s rest. Even at sedentary work, or when moving towards a destination,
we need the kind of innovation that gives our body comfort and leaves our mind free to soar.
Without those restful minutes and hours, we cannot find the reserves of strength needed to meet
the endless challenges of the future, near and distant.
At Sheela Foam Limited, we have perfected the technology for rest, for support, for sound
sleep. Our flagship brand Sleepwell is one of the best-known mattress brands in India and has
established itself in major overseas markets, too. To this, we have added the ground-breaking
technology Neem Fresche, an innovation that helps mattresses and other home furnishing items
ensure a healthy future for its user. Gentle on the environment and protective of the human body,
Neem Fresche enhances the resting experience and retains its efficacy for many years despite all
the cleaning cycles.
Our innovations are designed to provide utmost comfort and health benefits, drastically lowering
the risk of ailments, leaving one feeling fitter, fresher.
Sheela Foam Limited has a strong presence

in India, Australia and Spain. Sleepwell,
the flagship brand of the Company, is
renowned for its innovative approach to
designing comfort and for contributing to
the one essential thing of life: good health.
Evolving, Energising, and
Envisioning a Healthy Future
Our success is built upon the kind of innovation that appeals to
the new-age consumer. For them, investment in the best comfort
products is the equivalent of investment in their own health.
Sheela Foam Limited is the top player in the mattress than its utility and price point. Professionally managed by
and foam products industry in India, and its best-known a highly qualified team, we are the first mattress and home
brand Sleepwell has been fortified by the revolutionary comfort products company in India to be listed on the stock
health-boosting technology Neem Fresche. This unique,
exchanges.
treatment technology for all our mattresses and home
furnishings is helping us consolidate our leadership in
Our market-leading research and development, encapsulated
this space, because the new-age consumers place a large
premium on innovation-driven products. in the promise of long-lasting benefit to the end user,
reinforces brand awareness among consumers looking
Building upon five decades of experience; a vast portfolio for real value. A shift in buyer preferences from unbranded
that spans home, institutional, and technical foam to branded goods, and the rising social awareness on the
products; world-class manufacturing capabilities; presence
need for investing in high quality comfort products have
across India and the wider Asia; footprints in Europe, Africa,
been to our advantage. We have been the key beneficiary of
and the Americas; and a well-established group subsidiary
in Australia and Spain, we are perfectly positioned to this trend, as our extensive sales and distribution network
capture the imagination of consumers for whom the means that we are always close to the consumer - evolving,
science that goes into a product is as important, or more, energising, and envisioning a healthy future together.
Overview Winning Honours

Award/Accolades Organisation/Institute
Sheela Foam Limited was incorporated in 1971
IOT Innovation Award Express Computer
This is the flagship company of the ` 2,174 crore Great Place to Work Great Place to Work Institute,
Sheela Group India (Dec 2019-Nov 2020)
National Awards International Research Institute
he group companies include Sheela Foam Limited, 100%
T for Manufacturing for Manufacturing
subsidiary Joyce Foam, Australia and subsidiary in Spain Competitiveness
RK Bajaj Performance IMC (Indian Merchants’ Chamber)
Sleepwell is the flagship brand of the group
Excellence Trophy
Sheela Foam Limited is an ISO 9001 certified company Trusted Mattress Brand Reader’s Digest
in India
Council Award Plastic Export Promotion
Vision and Mission Dare to Dream Business Person Zee Business Channel
of the year - Rahul Gautam
Sleep & Comfort Brand Economic Times Best Brand 2019
We will continue the legacy of being recognised as a Category - Best Brand - AC Nielsen Research Agency
leader in premium comfort products Life Time Achievement Zakir Hussain Foundation
Award - Rahul Gautam
We will always reinforce our core values of integrity, 7th Position Overall & 2nd Fortune India Next 500 Ranking
reliability, pro-activity and transparency Position Textile Sector
Every customer will be served with a smile India’s Best Mattress Brand Bershire Media, LISA (Based on
of the Year 2020 Brand Research Report 2020)
We will remain committed to society Doctorate in European International
“Global Leadership & University, Paris, France
Management”-
Rahul Gautam

Statutory Reports Financial Statements
Corporate Overview
Shaping a Healthy
Future Together
We create the perfect setting for the best sleep and refreshing
comfort through products that are renowned for their
durability, backed by stringent quality control and dedicated
customer support.
Our Key Strengths
eputation and high brand recall: Sleepwell, the flagship brand of Sheela Foam Limited for mattresses and
R
home comfort accessories, has a very solid reputation in the market for its quality and durability and a
correspondingly high level of brand recall.
Research and development: We have heavily invested in R&D, and this is how we add market-leading value
to every one of our products. Our health-friendly technology Neem Fresche, based on the disinfecting power
of neem, protects users from dust mites that burrow in soft furnishings and trigger allergic reactions such
as skin problems and breathing trouble. Our dedicated team of engineers and scientists not only improve
products and introduce new benefits, but they also ensure round-the-year quality control.
Pan-India presence: Our wide distribution network includes 110 exclusive distributors, more than 11,500
retail dealers, over 7,400 multi-brand outlets, and more than 4,100 exclusive retail dealers.
Customer-centricity: We back-up our outstanding R&D and high quality with a dedicated customer care
team that provides information about new technologies such as Neem Fresche, Comfort Cell, and My
Mattress; helps them choose the best home comfort products based on their needs; and offers excellent
after-sales support.
Promoting Sleepedia: This pioneering initiative raises awareness on that universal need, sound sleep,
by building a community around sleep knowledge. Sleep Talk, Blogs, Your Sleep Story are some of the
features of Sleepedia (accessible through our Company website) that engage people in learning more
and understanding the role of an ideal bedroom and the best quality products in ensuring physical and
psychological wellbeing.
Multi-location manufacturing presence: We have 10 manufacturing units across India - 5 in north; 2 in the
west; 2 in the south; and 1 in the east. We also have 5 manufacturing facilities in Australia through our 100%
subsidiary Joyce Foam. We also have manufacturing facility in Spain through our subsidiary, Interplasp S.L.
Intellectual capital: The Company is professionally managed by the best people in their field, and R&D
is powered by a pool of top talent in science and technology, resulting in a busy pipeline of innovation.
Customer satisfaction: The superior comfort afforded by our Sleepwell range of mattresses is unparalleled.
Features such as ‘Zero Turn’ (no turning of the mattress required to prevent sagging) and ‘Responsive Memory
Foam’ (the foam remembers and responding to how one sleeps) give consumers utmost satisfaction.
International presence: We export our international standard products to 25 countries. Exports largely
comprise high quality technical Foam. With the US Market opening up, post trade barriers with China, the
export of Bed In Box from Company or from its subsidiary in Spain is a strong possibility.
Our IT strength: One of the biggest strength of the Company is its IT and its application across all plants
in India, Australia and Spain, Channel Partners. The Company has won various awards for its innovative
IT applications. IT has enabled the Company in improving overall efficiency in operations, sales, Brand
Protection, and other fields. During the year, the Company has set up a100% subsidiary “Staqo” to provide IT
services to Company, its Channel Partners, Subsidiaries. It is also starting to provide specialised IT services
to other Government and private sectors. Staqo plans to provide IT services overseas, as well.
Annual Report 2019-20 P-5

Our Journey of Excellence
We are in the 50th year of our operations, during which time we

have galloped ahead of the competition in the Indian market
and have made a name for ourselves in the international
market.
Sheela Foam’s Limited journey India’s economic

begins from Sahibabad, liberalisation in
1971 Uttar Pradesh, founded by 1993
1971 1991 prompted
the chairperson emeritus the Company’s
Mrs. Sheela Gautam. expansion plans.
Taking a step ahead,

operations were extended
1985 to Noida, in the National
Capital Region.
Won several awards: Information Week ‘Silver Sheela Foam

Edge’ Award; CIO Green Edge Special Award; Limited won the
2010 CIO Asia Award; and the CIO 100 Award for 2007 prestigious CIO
the 2nd time. The Company also launched
100 Award.
revolutionary technologies with products
like Impressions, Latex Plus, Resitec Air, Duet
Luxury, Durafirm, Serenity and Amity.
Received the prestigious Red Hat

Won the Nasscom CNBC-TV18
Asia Pacific Award and Indian
IT user award; and changed the
Express Intelligent Enterprise Award.
face of mattress retail with the
2011 Also won the MIS Asia IT Excellence
2008 launch of its exclusive stores,
Award, one of Asia’s top information
Sleepwell Worlds and Galleries.
technology awards.
Continued to win honours, such as the

SKOCH Digital Inclusion Award; Dataquest More prestigious awards were
Innovator Award; CIO Innovative – Special received by the Company, such
2012 Award; Information Week Silver Edge Award; 2014 as the CIO 100-Hall of Fame;
and the CIO 100 Award yet again. In the Information Week Silver Edge
same year, the Company started a state-of- Award; and the CIO 100 Award
the-art unit in Erode, Tamil Nadu, to cater to once again.
southern India.
The Company expanded production

capacities at Kala Amb in Himachal
2013 Pradesh to cater to the markets of
northern India.

Corporate Overview
Two more plants started Went into tie-ups with Serta,

operations in Silvassa near USA, and Dunlopillo, UK, to
1996 Mumbai, and in Hyderabad, 1999 manufacture mattresses.
then in undivided Andhra
Pradesh.
The Company introduced

Brand Sleepwell was rubberised coir products
1994 launched. 1998 under the brand name
Starlite.
India’s largest PU
Another manufacturing unit (polyurethane) foam
1971
2003 of the Company was set up 2001 producing plant started
in Sikkim. operations in Greater Noida.
Ready to spread beyond

national boundaries, The Company spread its
the Company acquired operations to north India
2005 the polyurethane and 2002 and started a plant in
polystyrene business of Rajpura, Punjab.
Joyce, Australia.
Awarded by PU Tech for Footprint in Europe, the

Innovative Technology for
1971
2017 Vertical Variable Pressure
2019 Company acquired Interplasp
S.L. in Spain
Foaming.
More awards were won by the Company. The

included Star SME of the Year by Business
Standard; Silver medal in the India Green
2016 Received the Computer World 2018 Manufacturing Challenge 2017, presented by the
Premier Award. Company got listed International Research Institute for Manufacturing,
on NSE and BSE. India; 5 Awards for Excellence in IT.

Performance highlights
A Healthy Set of Numbers
` 2,174 Crore
Segmental break-up
80%
Consolidated Indian Operations
Turnover
15%
Australian Operations
5%
European Operations
9% Break-up of Indian operations

Revenue Growth -
82%
CAGR 2015-20
Home Comfort Line
18%
Technical Foam
27%
EBIDTA GROWTH - 5-year financial
CAGR 2015-20 graphs on:
EBIDTA
Absolute (` in Crore)
Margins (%) 13.82%
36% 11.4% 11.2% 11.0%

9.85%
PAT GROWTH -
CAGR 2015-20 6.4%
91.1 176.1 195.2 216.3 211.0 300.4
30%
NET WORTH GROWTH -
CAGR 2015-20 2015 2016 2017 2018 2019 2020

Corporate Overview
PAT Net Worth Earnings Per Share

Absolute (` in Crore) Absolute (` in Crore) (In `)
8.9%
Margins (%) Margins (%)
6.8% 7.1% 6.8%
6.2 % 26.9%
31.0%
22.4%
21.1%
3.0% 17.4% 18.3%
42.7 104.8 124.8 133.7 133.7 194.3 245.0 338.4 463.4 597.3 730.1 919.7 8.7 21.5 25.6 27.4 27.4 39.8
2015 2016 2017 2018 2019 2020 2015 2016 2017 2018 2019 2020 2015 2016 2017 2018 2019 2020

Chairman’s Message
We believe that in the post-

pandemic era, Sheela Foam
Limited will emerge stronger,
because we are the only
comfort product manufacturer
in India that has a technology of
Neem Fresche to improve one’s
health, to improve immunity to
allergies and infections

Corporate Overview
Dear Shareholders, We see our medium- and long-term implementation of the Goods and
future as exciting, despite pandemic. Services Tax and a liquidity crisis
I am pleased to present to you the
2021 will surely be impacted as the in the market, all of that leading to
Annual Report for FY 2019-20 of
markets will pick up slowly after dampened business and consumer
your Company. We have weathered
opening up post lockdown. Mattress sentiments.
the challenges of the year under
market is set to be ` 14,000 crore
review through a strategy of
market by 2022, dominated by Foam Business performance
enhancing operational efficiency
Mattresses. We being the largest For Sheela Foam, a major relief in a
and improving raw material cost
producer of Foam in India, stand year of challenges was the low price
management; devising new ways
to gain the largest market share. of raw materials, including Toluene
to reach a larger consumer base;
We are growing by virtue of having Di-Isocyanate (TDI), which held
and playing up our core strength of
a very solid brand reputation and steady and enabled us to control the
research-led innovation resulting
value proposition. Our marketing bottomline even as we strategised
in unmatched value proposition
campaigns are making customers to improve the topline.
for consumers in both premium
increasingly aware that when they
and economy segments. The tail
invest in our products, they invest in Not confining ourselves to the
end of Q4 in the year under review
themselves. We are also benefiting relatively moderate-volume, high-
was, of course, impacted across the
from a shift in general consumer value home comfort category, we
country - indeed, around the world -
preference towards top quality launched new products targeting
by the unimaginable scale of the
branded household products, consumers in the high-volume,
coronavirus pandemic. Our business
especially those that have a direct moderate-value category. We do
felt that impact, too, as social
impact on health and hygiene and not reduce product prices in our
distancing began, then stores had to
come with guaranteed durability. premium category Sleepwell, but we
be closed and e-commerce delivery
do offer best-in-class innovation at
was also suspended. Nonetheless,
Economic overview very competitive prices through new
our efforts before Covid-19 have
One of the major macro-economic launches in our economy category
been fruitful, and we were tracking
factors that adversely affected Starlite and Feather Foam.
24% higher volumes of Mattress
Sale. Despite the fact that selling our business was the significant
During the year, we recorded an
price of Foam was reduced due to slowdown in the automobile industry
overall mattress sales volume
low raw material costs, we were in India in 2019. The industry saw
growth of 20%. Our Indian business
matching the sales value of 2019, till a double-digit decline in business
turnover, impacted by pandemic
the period of lockdown. and hundreds of thousands of
in the month of March 2020,
people losing jobs and getting pay
was ` 1,755 crore in FY 2019-20,
If there is one thing the pandemic cuts, sending the industry into a
as compared to ` 1,814 crore in
has done, it is to draw the whole downward spiral of lower sales
FY 2018-19. Despite lower sales,
world’s attention to the fact that leading to lower employee incomes,
EBITDA increased by 22% from
one’s health is one’s greatest and lower incomes leading to still
` 184 crore to ` 224 crore and PAT
wealth. We believe that in the post- lower sales. From two-wheelers
increased by 34% from ` 124 crore
pandemic era, Sheela Foam Limited to cars to trucks, every auto
to ` 166 crore.
will emerge stronger, because industry segment was affected.
we are the only comfort product And with that, our technical foam Our Australian subsidiary Joyce
manufacturer in India that has a business, which caters in part to the Foam maintained the top line at
technology to improve one’s health, automobile industry, was affected to AUD 66 mn, despite the devastating
to resist allergies and infections. a corresponding degree. bushfires of 2019 in that country
The ground-breaking power of and Covid-19. Its EBITDA and PAT
Neem Fresche, available in all home The decline in the automobile showed marked improvement.
comfort products in our Sleepwell industry was part of the larger EBITDA increased by 86% from
range, fights dust mites and prevents picture of a general slowdown in ` 28 crore to ` 52 crore and PAT
skin and breathing problems, thereby GDP growth in India. in Q2 2019- increased by 90% from ` 10 crore to
leaving consumers fitter, better it dropped to 4.5% in the July- ` 19 crore.
equipped to go out and face the September quarter - and that in
world with all its uncontrollable turn was part of a global slowdown. We acquired Spanish Company,
health risks. There were also concerns about the Interplasp, S.L. in Q3 FY20. For

two quarters ending 31 March, the continuing to develop the brand; as Internet penetration continues
Turnover was ` 103 crore with EBITDA continuing to focus on development to increase in India - in terms of
of ` 20 crore (19%) and PAT of of personalised products; expanding the total number of net users, the
` 12 crore. the product portfolio to cater to country is now only behind China -
consumer preferences; expanding and more and more people go online
Future strategy the distribution network and to find the products that best match
One of the major developments export sales; adoption of advanced their specific needs.
of FY 2019-20 is the acquisition production technology; introduction
of Interplasp, a company based in of low-priced mattresses.
Distribution Network and
Spain that has been in operation for
Export Sales
30 years but is very modernised and
E-commerce platform We intend to develop the domestic
is located in the most cost-effective
manufacturing zone of Europe. With The Indian consumer has now sales network in the entire country.
this acquisition, we can scale up grown to trust e-commerce enough The nature of network will be
our European business significantly, to order most or all household dependent upon the demand in a
and there is much more room to products online. We have seized particular area. As the Company
grow there than in our Australian this opportunity by creating our has plants and distributors
business. e-commerce mattress brand, across the country, the speed
SleepX, backed by the reputation and of penetration would be much
The foam manufactured by Interplasp promise of Sleepwell. We are in the faster than any other player in the
can be distributed within a 600-km process of looking into the viability industry. Online retail will help us
radius, which covers a large part of of setting up our own e-commerce achieve this faster.
Europe. It also opens more doors for platform. We started this business
us in North America because of the in second quarter of this year and We have also converted several
geographical proximity. sold around 88,000 mattresses, hundred multi-brand outlets to
generating a revenue of more than exclusive brand outlets for our
In India, our business strategy for ` 30 crore. We see almost a limitless premium Sleepwell products, while
growth is based on six key areas: possibility of growth in this area the multi-brand outlets will be
We intend to develop the domestic sales

network in the entire country. The nature of
network will be dependent upon the demand
in a particular area. As the Company has plants
and distributors across the country, the speed of
penetration would be much faster than any other
player in the industry. Online retail will help us
achieve this faster

Corporate Overview
used for promoting our economy to increase in 21st century India partners, customers and employees,
products Starlite and Feather Foam. despite the setbacks now and whose support and endeavour helps
then.The mattress industry in us grow.
On the export front, our strategy is India has grown at a CAGR of
to sell higher volumes of technical 8-10% since 2016, on account of
foam to manufacturers located in the following factors: increasing With best regards,
SAARC and other nations. population; rapid urbanisation;
higher disposable income; a Rahul Gautam
Growth outlook spike in health problems such Chairman & Managing Director
We have in our portfolio unique as back pain and spine-related Sheela Foam Limited
offerings such as the Comfort problems; and growth in the end-
Cell technology for personalising user industries such as housing,
a mattress and Vertivac for hospitality, and healthcare. Our
perfect quilting of a mattress home comfort range has also
that would retain its shape for benefited from our Anmol Bandhan
years. The addition of the health programme, a loyalty and skilling
guard Neem Fresche to our line- programme involving carpenters
up of unmatched technological and upholsterers whom we train in
advancements reinforces and using our foam for cushioning.
validates our dominance in the
market. Growth in our core business will
offset any slowdown in our technical
We are looking to aggressively foam business, where some external
grow the mattress business, since factors may keep impacting figures.
this is based mainly on people’s
aspirations, preference for quality, Concluding the Annual Report
and the availability of disposable presentation, on behalf of the
income, all of which are only set Board, I thank our shareholders,

Creating new innovations.
Crafting a healthy future.
Neem Fresche, our environment-friendly
lifelong disinfecting technology for
the entire Sleepwell range, is one of
the most significant innovations in the
mattress and home furnishing industry.
The products we offer to consumers

today should add value to their
lives for years to come. By creating
new innovations, we want to craft a
healthy future for every consumer.
With this view, we look not just at
our business capital but also at how
much wellness capital we generate
for consumers.
And we proudly present Neem

Fresche, a revolutionary technology
that turns a mattress into a user’s
personal bodyguard. The world-
renowned disinfecting power of
neem, one of the best natural ways
to stay healthy, is used to treat all our
products under the Sleepwell brand-
mattresses, mattress protectors,
bedsheets, pillows, comforters, and
blankets. The benefits last for years,
withstanding all the wear and tear
and multiple cleaning cycles.
This is a doubly beneficial treatment

technology, as it is environment-
friendly and is certified as such by
the United States Environmental
Protection Agency. We pride
ourselves on being able to bring
together the best of nature and
science through an innovation that
improves immunity from dust mites
and other allergens causing skin
problems and breathing disorder
for consumers. Comfort now goes
hand in hand with good health and
hygiene, and the promise of waking
up energised every day.

Corporate Overview

Putting health &
hygiene first
For 26 years, our flagship brand Sleepwell has been delivering
on its promise of giving one ‘Ma Jaisa Aaram’, or the comfort
of mother’s lap, earning consumers’ trust. The range has been
further enhanced by its promise of protecting the users’ health.
Launched in 1994, Sleepwell is one of the most beloved Not being limited only to the premium category, we
brands of India, with its premium quality, customisation bring the same promise of comfort and durability to
options, clearly spelled out proposition of science-led the economy segment, in which consumers are looking
innovation, and the newly introduced technology Neem to get the most innovative products at the most
Fresche that gives consumers the guarantee of not competitive prices.
just a high degree of comfort but also of better health
and hygiene. Our growing footprint in the international Taking note of the explosive growth of e-commerce in
markets is another proof that Sleepwell is a brand that India, we now target reaching consumers directly in the
can stand tall with the best in the world. space of mattresses and other home comfort offerings.
Our e-commerce range, SleepX, sold through the top
We are present all around the Indian consumers, from car online retail platforms, is backed by the Sleepwell promise.
seats to hospital beds and hotel room soft furnishings. As India grows, and along with it the general awareness
All our products are conceptualised, designed, and on investing in a good mattress rises, we aim to capture a
manufactured through a process of scientific research much larger share of the economy segment through our
and rigorous quality control. Starlite & Feather Foam mattress range.
Product Portfolio
Mattress
My Mattress
Spring Range
Technology Range
Custom Cell Range
Back Support Range
Flexi PUF Range
Showroom Range
Economy Range
SleepX -Online Brand
Home Comfort
Furniture Cushions
Technical Foam
Pillows
Automotive Foams
Bedsheets
Reticulated Foams
Comforters/Blankets
Ultra-Violet Stable Foams
Mattress Protectors
Silentech Foams
Sofa-cum-Beds

Corporate Overview
HOME COMFORT PRODUCTS

Product Product lines
Mattresses My mattress, Spring range, Technology range, Back support range,
Flexi PUF range, Showroom range, Economy Range, Comfort Cell
Range
Furniture - cushioning material Sleepwell Resitec, Sleepwell Cool Gel, Primo, Feather Foam
Pillow Fibre range, Flexi PUF range, Premium range
Bolsters cushions -
Sofa-cum beds Sofa and Bed
Other products Comfort range accessories, Foam Cores
technical foam products

Product Product lines End-use Industries
Automotive foams Poly-ester foam, Seat cover, Sound absorption systems, Sun visors,
Poly-ether foam Headliners, Door trims, Lamination systems
Reticulated foam Ester-based foam, Filtration systems, Ceramic foam filters, Outdoor
Ether-based foam furniture, Microphones and headphones, Safety
fuel tanks, Ink cartridges
Ultra Violet Stable foam - Sportswear, Innerwear and lingerie, Clothing,
Swimwear, Comfort accessories for shoes
Slientech foam Ester-based Automotive, Diesel generator canopies, Theatres,
PU Foam auditoriums, indoor stadiums, Broadcasting
rooms and recording studios, Industrial silencers,
Acoustic enclosures, Engine testing rooms
Sheela Foam Limited can leverage the existing suite of products and manufacturing capabilities
to produce niche, more sophisticated and higher-margin products

Corporate Information
Board of Directors Bankers

Executive Directors Yes Bank Limited
Rahul Gautam Citi Bank
Namita Gautam Kotak Mahindra Bank
Rakesh Chahar
Tushaar Gautam Registered Office
C-55, Preet Vihar,
New Delhi – 110092, India
Non-Executive
Telephone – +91 11 22026876
Independent Directors
V K Chopra
Head Office
Som Mittal
#14, Sector 135,
Ravindra Dhariwal Noida – 201301
Uttar Pradesh, India
Anil Tandon
E-mail – iquebal.ahmad@sheelafoam.com
Lt Gen (Dr.) V K Ahluwalia
Meena Jagtiani
Registrar of the Company
Link Intime India Private Limited
Noble Heights, First Floor, Plot NH2
CFO
C-1 Block LSC, Near Savitri Market
Dhruv Chandra Mathur Janakpuri, New Delhi – 110058
Telephone – +91 11 – 41410592, 93, 94
Company Secretary E-mail – delhi@linkintime.co.in
Website – www.linkintime.co.in
Md Iquebal Ahmad
Auditors
S. P. Chopra and Company

Corporate Overview
Empowering Lives
SOCIAL
Sleepwell Foundation is working relent-
lessly to help the Society lift out of social
CHANGE
menaces and bring Qualitative Change in
the lives of Women and Youth by creating
THROUGH
Awareness, Action and Advocacy.
We conduct training programmes,
EMOTIONAL organise workshops, create counsellors,

and generate mass awareness campaigns
WELLNESS through outreach among the underprivi-

leged section of society throughout the
country.
EMOTIONAL SKILL SDC ACT

Our Initiatives WELLNESS DEVELOPMENT KHURJA CLEAN
WE WILL CONTINUE TO BE RECOGNISED
OUR • AS AN HONEST ORGANISATION
VISION • AWAKENING, EMPOWERING AND

INSPIRING THE YOUTH OF INDIA
• WITH OUR INITIATIVES OF
AWARENESS, ACTION AND ADVOCACY
• FOR QUALITATIVE CHANGE IN THEIR
LIVES
• AND PROACTIVE EMOTIONAL
WELLNESS OF SOCIETY

CREATING In the underprivileged segments of
society, poor emotional health and EMOTIONAL
EMOTIONAL
distress is associated with rapid
social change, poverty, gender
WELLNESS
WORKSHOPS
WELLNESS
discrimination, unhealthy lifestyle,
violence, alcoholism, physical
ill-health and human rights violation.
The menaces are magnified by
prevalence of unmonitored access GENDER SENSITIZATION
to dark side of internet.
MENSTRUATION, HEALTH AND
Sleepwell Foundation is driving
positive change through Action to
HYGIENE
create emotional wellness. We have
a whole range of initiatives to PERCEPTION & COMMUNICATION
address emotional wellness of
individuals, especially for those EXAMINATION STRESS
living on the margin of our society. MANAGEMENT
We conduct educational workshops
for Children and Youth, organise
training programmes for Teachers PREVENTION OF BULLYING
and create Counsellors at the IN SCHOOLS
community level.
WE BELIEVE that instilling emotional

wellness in individuals, especially
among the poor and underprivileged
is vital for our society. It would result
in behavioural change; each
transformed individual will act as a
change agent and will impact the
society.

Corporate Overview
CSR : SLEEPWELL FOUNDATION
WELLNESS CREATING
CONCLAVES COUNSELLORS
CREATING ADVOCACY PROACTIVE SOLUTION TO
TO INSPIRE MARGINALISED PREVENT CRIMES
SECTION OF THE SOCIETY
BBCS — BAREFOOT BASIC
COUNSELLING SKILLS
WORKSHOPS
OUTINGS FOR TEACHERS TRAINING

UNDERPRIVILEGED WORKSHOPS
CHILDREN Empowering School Teachers

with Counselling Skills
VIDEO SERIES
WELLNESS ZINDAGI WITH
INDEX RICHA
DEVELOPING A MEASURE INSPIRING YOUTH WITH
OF EMOTIONAL WELLNESS STORIES OF REAL-LIFE HEROES
NAVRAS
CREATING MASS OUTREACH
THROUGH SOCIAL MEDIA
BUILDING
EMOTIONALLY
SAFE SPACES
FOR CHILDREN—
RIPPLES
EMPOWERING
UNDER-
PRIVILEGED
YOUTH FOR LIFE
AND LIVELIHOOD
WORKSHOPS ON EFFECTIVE
COMMUNICATION AND
PERSONALITY DEVELOPMENT
IN ASSOCIATION WITH
YUVA - A DELHI POLICE
INITIATIVE & CII

SOCIAL CHANGE
THROUGH SKILL DEVELOPMENT
Sleepwell Foundation, through its initiative
ProSkill makes skilling more effective as we SKILL
integrate Soft skills and Personality DEVELOPMENT
WORKSHOPS
development in all our programmes. We
conduct workshops for a wide range of
segments - from the Lowest Economic
strata of unskilled workers to Supervisors
and Shop Floor Managers.
ENHANCE YOUR PROFESSIONAL
EFFECTIVENESS WORKSHOP
EFFECTIVE COMMUNICATION &

PERSONALITY DEVELOPMENT
WORKSHOP
LEADERSHIP DEVELOPMENT
WORKSHOP
COMPUTER TRAINING
WORKSHOPS FOR RURAL YOUTH
JIJABAI ITI FOR WOMEN
SOCIAL CHANGE
THROUGH ACT CLEAN
Implementing cleaning
programme at various levels
including institutes, schools,
colleges and workplaces and
underprivileged neighbourhood
Creating awareness through

step-by-step action plan

Corporate Overview
SOCIAL CHANGE
NEAR OUR
FACTORIES
FROM THE PLACES WHERE OUR

PLANTS ARE LOCATED TO
THOSE WHERE OUR PRODUCTS
ARE SOLD, WE ARE COMMITTED JALPAIGURI
TO CREATING AND INVESTING WE DISTRIBUTED Dual Desks for Classroom at Jhanju Para Primary School
IN OPPORTUNITIES FOR PEOPLE
AROUND THE WORLD.
PERUNDURAI KALA AMB (H.P.)
WE PROVIDED Computers and WE RENOVATED the School

Painted The Science Block in Building of Govt. Sr. Secondary
Govt. Boys Higher Secondary School
School
MEDCHAL KASNA
WE DISTRIBUTED Sleepwell Slim WE CONDUCTED Workshop on

Mattress and Pillows to the Menstrual Health & Hygiene at
Hosteliers of Govt. S.C. Girls Amichand Inter College
Welfare Hostel
MEDCHAL
WE CONDUCTED Workshop on Emotional Wellness at Telangana State

Women Residential High School

SDC SKILLING THE
KHURJA RURAL YOUTH
OF KHURJA
SLEEPWELL FOUNDATION
SKILL DEVELOPMENT CENTRE
SDC Khurja is proving to be a boon

for the youth of Khurja and is doing a
meaningful job, in not only imparting
employable skills to the youth but
also helping in enhancing their
personality, as well.
MODERN LABORATORIES & CLASSROOMS

CONFERENCE ROOM
STAGE FOR PUBLIC SPEAKING
EXPERIENCED TRAINERS
COMPLETE SAFETY FOR GIRLS
CCTV CAMERAS IN PREMISES
SDC actively collaborates with

leading corporates and Industry
bodies to match trainings with skill
requirements of the employers.
COURSES
AT SDC
Certificate Course in IT
for Beginners (CCIB)
Desk Top Publishing (DTP)
Hardware & Networking
CERTIFICATION BY
NIIT
FOUNDATION
Certificate Course in Certificate Course in LEADER IN ENGLISH & COMPUTER
Active Basic IT (CCAB) TRAINING IN INDIA
Basic Skills for English Foundation (CCEF) For Certification of English

Livelihood to Course on Computer Beautician Training Course Speaking and IT courses.
Empower the Concepts (CCC) — Basic & Advance
Trainees to be
Job Ready
Advance Excel
Tally
Masterg Fashion
Designing Course
MASTERG
Fashion Designing Course
Skilling woman for the role of a pattern

maker, colloquially called ‘Masterji’, from
all-male to gender equal.
BOSCH
CII
In partnership with Bosch Foundation &
CII, establishment of Employability Skill
Development Centre for 'The BRIDGE
Programme', at SDC Campus.

Corporate Overview
ONE-OF-ITS-KIND
ACADEMY FOR
PRE-RECRUITMENT
TRAINING TO RURAL
YOUTH ASPIRING TO JOIN
NAVY, AIR FORCE, POLICE, IMPACT
RPF, CISF, BSF, ITBP AND
OTHER ALLIED SERVICES OUR STUDENTS’
ACHIEVEMENTS
WELL-PLACED WITH DECENT JOBS.
MANY MORE WILL FOLLOW.
Deepak Chauhan Mohit Kumar Pushpankar
Indian Navy Indian Navy U.P. Police
Yatendra Chauhan Tekchand Vinay Kumar
U.P. Police Army, Meerut Army, Meerut
Naveen Kumar Mohd. Anas Ankit (Lucky)
WE BELIEVE that in guiding the Rural Youth through

practical training in Army recruitment procedure will
enable and empower a lot of rural youth for life and
livelihood with honour and dignity. Railway Accountant Indian Army
Sachin Kumar Kajal Sharma Neeraj Kumar
PHYSICAL JOGGING TRACK

HANGING BARS
TRAINING PARALLEL BARS
CLIMBING ROPES
INFRASTRUCTURE BALANCE BEAM
LONG SHORT JUMP
Indian Army International Indian Army
Running
Vipin Amit Kumar Pawan Kumar
AND CLASSROOM TRAINING

ALONG WITH ALL THE NECESSARY
INFORMATION & SUPPORT REGARDING
RECRUITMENT PROCEDURES
Indian Army Group Media Indian Army
Punit Arvind Bhupendra
RPF SSC GD/ UPP Airforce

Board of Directors
Rahul Gautam Namita Gautam Rakesh Chahar Tushaar Gautam

Chairman & Whole-Time Director Whole-Time Director Whole-Time Director
Managing Director
Vijay Kumar Chopra Som Mittal Ravindra Dhariwal

Independent Director Independent Director Independent Director
Anil Tandon Lt Gen. (Dr) Vijay Meena Jagtiani

Independent Director Kumar Ahluwalia Independent Director
Independent Director

Corporate Overview
Rahul Gautam 1 April, 2007. He holds a Bachelor’s a Bachelor’s degree of Technology

Chairman & Managing Director degree from Purdue University, USA, in Electrical Engineering from the
where his courses of study included Indian Institute of Technology,
He has been associated with our
Financial, Marketing and Operations Kanpur, and a postgraduate
Company since 1971 and been our
Management. He oversees the diploma in Management from the
Managing Director since 1 April, Indian Institute of Management,
operations of the Company and our
1996. He holds a Bachelor’s degree in Ahmedabad. He has several years of
subsidiary Joyce Foam Pty Ltd and
Technology (Chemical Engineering) national and international experience
serves on its Board of Directors. He
from the Indian Institute of Technology, in the zip-fastening products sector.
has more than 17 years of experience
Kanpur, and a Master’s degree in
in heading production, research and
Science (Chemical Engineering) from
development. Lt Gen. (Dr) Vijay Kumar
the Polytechnic Institute of New York.
Ahluwalia
He has over 43 years of experience in
Ravindra Dhariwal Independent Director
the home comfort products and PU
Independent Director He has been associated with our
foam industry, and is the Chairman
Emeritus of the Indian Polyurethane He has been associated with our Company since 5 March, 2018. He
Association. Company since 7 June, 2016. holds a Master’s Degree in Defence
He holds a Bachelor’s degree in Studies and Management from
Namita Gautam Chemical Engineering from the Madras University, M. Phil in Defence
Whole-Time Director Indian Institute of Technology, Studies from Indore University,
Kanpur, and a post graduate diploma and PhD in Management (Internal
She has been associated with our Security and Conflict Resolution)
in Management from the Indian
group for the past 31 years and been a from Amity University, Noida. He
Institute of Management, Calcutta.
Whole-Time Director of our Company has several years of experience in
since 14 November, 2003. During her Defence Service, served as a judge
Vijay Kumar Chopra
tenure, she has headed the human of the Armed Forces Tribunal and
resource, marketing and projects Director General of the Raffles Group
departments of the Company. She He has been associated with our of Institutions, Raffles University,
currently heads our CSR initiative Company since 7 June, 2016. He is Neemrana.
through the Sleepwell Foundation a fellow member of the Institute of
and heads special projects. She holds Chartered Accountants of India. He
Meena Jagtiani
a Bachelor’s degree in Law and a has several years of experience in
Master’s degree in Economics from the banking and finance sector.
Kanpur University. She has an MBA from the
Som Mittal Symbiosis Institute of Business
Rakesh Chahar Independent Director Management. She has done an
Whole-Time Director executive development programme
He has been associated with the
from Wharton Business School,
He has been associated with our Company since 7 June, 2016.
University of Pennsylvania. At
Company since 1 November, 1990, He holds a Bachelor’s degree in
present, she is working as an
and been a Whole-Time Director Metallurgical Engineering from
independent HR advisor. She has
since 14 November, 2003. He has the Indian Institute of Technology,
three decades of rich industry
more than 28 years of experience Kanpur, and a post graduate diploma
experience in the field of HR. She
in the business of selling and in Business Administration from the
served in various corporate houses
marketing of bedding products and Indian Institute of Management,
such as the Aditya Birla Group,
polyurethane foam. He heads the Ahmedabad. He has several years
Daksh e-Services Private limited,
sales and marketing function. of experience in manufacturing and
and Korn/Ferry International (the
information technology sectors.
world’s leading search firm), before
Tushaar Gautam taking her Independent Advisory.
Whole-Time Director Anil Tandon
He has been associated with our
Company since 7 January, 2002, and He has been associated with our
been a Whole-Time Director since Company since 7 June, 2016. He holds

Management Discussion & Analysis
ECONOMIC OVERVIEW Indian Economy
Global Economy As per the International Monetary Fund (IMF) estimates,
As the global economy continues to reel under the pressure India’s Gross Domestic Product (GDP) is expected to
of novel coronavirus pandemic, it is expected to witness grow by 4.2% in FY 2019-20, way lower than the 6.8%
subdued growth. As per the International Monetary Fund growth clocked in FY 2018-19. Primary factors responsible
(IMF) estimates, the global economy grew by 2.9% in for this expected growth deceleration include the global
2019, as against 3.6% in 2018. The subdued growth is a economic slowdown, subdued consumption and private
consequence of elevated trade barriers, Brexit related investment, weak exports and liquidity constraints.
concerns, geopolitical tensions and macroeconomic However, now with COVID-19 striking India too, its
stress in several emerging economies. However, there economic impact has not yet been fully analysed, and
have been positives since the beginning of 2020, which performance of GDP is yet to be recorded.
include United States (US)-China trade negotiations, a (Source: https://economictimes.indiatimes.com/news/economy/
indicators/imf-projects-indias-growth-rate-at-1-9-in-2020-forecasts-
successful Brexit and continued monetary easing. global-recession-due-to-covid-19/articleshow/75142792.cms)
COVID-19 Impact Despite these short and medium-term challenges,

The outbreak of COVID-19 is seen posing fresh challenges the Indian economy continues to face some positives.
for global activities and economy. The severe spread India improved by 14 ranks in the World Bank’s Ease of
of the virus has plunged the entire world economy into Doing Business Index 2020 to the 63rd position. Reforms
a recession. As a result of the pandemic, the global undertaken in recent years such as Goods and Services
economy is projected to contract sharply by -3% in 2020, Tax (GST), Insolvency and Bankruptcy Code (IBC),
much worse than the financial crisis a decade ago. Foreign Direct Investment (FDI) liberalisation, among
others, have been amplifying the prospects of India’s
Strict containment measures have been enforced growth story.
worldwide to limit the spread of this global pandemic. (Source: https://www.livemint.com/news/india/india-jumps-14-notches-
A series of stimulus packages have been announced by in-world-bank-s-ease-of-doing-business-rankings-11571882591868.html)
major developed economies and financial institutions to
counteract the economic damage and strengthen health Policy reforms
systems. With the normalisation of economic activity In the recent past, the government has been
helped by policy support, growth is expected to rebound expeditiously implementing bold policy reforms
to 5.8% in 2021. towards making India a USD 5 trillion economy by 2024.
Recent measures such as corporate tax rate cuts, front-
Region-wise growth loaded infrastructure investment programmes, bank
Advanced economies grew at 1.7% in 2019, as against recapitalisation are likely to catapult the economy into a
2.2% in 2018. The lower growth reflects a broad-based high growth orbit. The Union Budget 2020-21 had also
slowdown in industrial output resulting from weaker focussed on strengthening infrastructure and domestic
external demand, wider global repercussions of trade manufacturing, improving agricultural productivity and
tensions and increased uncertainty on business sentiment uplifting rural consumption. The simplified tax structure
and investment. Growth across advanced economy group is expected to put more disposable money in the hands
is pegged at -6.1% in 2020, as several economies have of taxpayers and propel consumer spending. On the
been experiencing widespread coronavirus outbreak and monetary side, the Reserve Bank of India (RBI) slashed
deploying containment measures. the benchmark repo rate by 135 basis points (bps) in
FY 2019-20, with significant easing of monetary policy.
For the emerging market and developing economies
(EMDEs), growth came in at 3.7% in 2019, lower than 4.5% Facing economic challenges with COVID-19
in 2018. China’s growth has been significantly impacted by The unexpected outbreak of COVID-19 has created
increased trade tensions, which weighed on investment widespread challenges for the economy. Consequently,
and manufacturing, and pulled down its exports. Growth akin to other global economies (developed and
across other emerging economies, such as Brazil, Mexico, developing), the economic outlook seems gloomier
Russia, Saudi Arabia, Argentina, Turkey, among others, at this juncture with growth estimated at 1.9% for
also fell sharply during the year. EMDEs are estimated FY 2020-21 with potential downsides. Strict containment
to grow by -1% in 2020, reflecting huge disruptions to measures, such as the nationwide lockdown have stalled
economic activity from coronavirus pandemic. economic activity and have impacted both consumption
(Source: IMF World Economic Outlook April 2020) and investment. Nonetheless, growth is expected

Corporate Overview Financial Statements
Statutory Reports
to recover sharply to 7.4% in FY 2021-22, buoyed by Growth Enablers of India’s Mattress Industry:
stringent containment measures, ongoing fiscal support
• ocus on health products: Rising lifestyle challenges
F
and monetary stimulus to limit the economic fallout.
and growing health consciousness is leading to
(Source: IMF World Economic Outlook April 2020, Economic Survey,
Union Budget: PWC)
increased aspirations for comfortable products that
fall into rejuvenating the body-mind space.
INDUSTRY OVERVIEW • I ncreased awareness on quality mattresses:
Health & Wellness Industry Greater recognition and information about the
The wellness industry in India has evolved rapidly from role of a good quality mattress for enriching the
its nascent unstructured beginning to a dynamic and sleep experience and adding to the comfort level
growing ecosystem today. With the progress of time, of consumers.
wellness as a concept has taken up a comprehensive
• reater demand for customised products:
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definition, encompassing the individual’s desire for well-
Increased demand for premium and innovative
being, uniqueness and collective welfare. Apart from
mattresses owing to rapid urbanisation, burgeoning
globalisation and the resultant societal and lifestyle
young population and spurt in income levels.
changes, this revolution has also been accelerated by
greater awareness of the need for wellness among • rand consciousness: Growing housing demand
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individuals. Growing consumer awareness, rising and thriving institutional sector are seen providing
disposable incomes and desire among the millennial impetus to the branded mattress market.
population to transform their lifestyles amid increasing
• egulatory factors: With GST implementation and
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prevalence of lifestyle-related diseases is fuelling the
greater thrust on formalisation of the economy, the
demand for wellness products and solutions among
market is witnessing a dynamic shift in business
Indian consumers.
from unorganised to organised players.
Fitness and comfort has become fundamental to today’s
A culmination of all these factors is expected to augment
wellness economy, and consumers are increasingly
the growth of the organised mattress industry, with its
demanding quality, comfortable products to suit their
market share estimated to reach 41% by the fiscal year
changing lifestyle patterns. Modern-day wellness refers
2021, up from the current 38%.
to holistic living characterised by physical, mental, and
spiritual well-being and comfort. With health & wellness
A paradigm shift towards high-quality, modern
becoming mainstream, the industry is expected to
mattresses:
witness a massive boom in the coming years, led by rising
consumer demand for newer, value-added offerings. • uality: Over the centuries, traditional cotton
Q
(Source: http://ficci.in/sector/83/Project_docs/Wellness_profile.pdf) mattresses have been the most preferred sleeping
products across India. These are highly prone to
Indian mattress industry germs and dust mite attacks, are unreliable and have
The Indian mattress market, comprising rubberised quality and sagging issues, resulting in the need for
coir, polyurethane (PU) foam and spring mattresses, increased maintenance.
is poised to reach ` 140 bn by the fiscal year 2022. The • omfort: Due to the enhanced incidence of sleep
C
mattress market in India has seen a remarkable transition disorders, consumers today desire good quality
from a dull, predictable and slow growth market to and well-maintained mattresses that maximise the
an aggressive, vibrant and lucrative marketplace. quality of sleep and comfort level.
Technology advancement, innovative products, and
consumers’ willingness for comfortable and durable • hanging preferences: Shift in consumer
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mattresses have been driving the growth momentum. preferences has resulted in a natural progression
from unorganised cotton mattresses to premium
Nationally, the mattress industry is dominated by small and customised products.
and unorganised players, accounting for nearly 62% of
• esearch: Modern mattresses are developed with
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the total market. The organised segment, comprising
extensive research and advanced technology and
premium and high-quality mattress manufacturers,
are customised as per diverse needs.
constitutes the remaining 38% of the market. However,
with growing awareness and rising demand for good • echnology: Use of anti-bacterial treatments and
T
quality mattresses, the market is fast shifting towards new foaming technology keep these mattresses
branded products. Today, the market offers a wide fresh, durable, light weight and breathable. Aligned
array of offerings for consumers, ranging from general to this, mattress manufacturers are increasingly
to specialised products, as well as from high-priced, producing a wide array of technology-led and
premium to affordable products. tailored products to suit consumer preferences.

Organised Mattress Market infrastructure development, housing projects, as well as
soaring demand for PU foam from bedding & furniture,
Classification
along with building, construction and automotive
• PU Foam industries, is accelerating growth of the PU foam market.
• Rubberised Coir
Burgeoning demand from the building and construction
• Spring Mattresses sectors due to the boost in infrastructural projects is likely
to fuel growth in the global PU foam market. Particularly,
PU foam mattresses account for a major share of in developing countries like India, Brazil, and China, the
approximately 50% of the overall organised market, expanding home furnishing sector owing to the growing
followed by Coir and Spring mattresses, which middle class and disposable income is likely to provide
constitute about 30% and 20% respectively. The PU opportunities for the polyurethane foam market.
foam mattresses, owing to their inherent quality,
durability, ultimate comfort experience and pricing, The flexible PU foam is manufactured as Slab Stock Foam
dominate the market and are largely preferred by the and Moulded Foam. Slab stock foam dominates the
Indian consumers. A significant decline in the demand market, comprising 65-70% share. It is used extensively
for coir mattresses can be attributed to the increasing in industries like mattresses, furniture, and footwear,
price of rubber. These mattresses are also preferred less among others. On the other hand, moulded foam,
owing to their sagging tendencies and quality issues. On constituting 30-35% of the organised market, finds a
the other hand, the demand for spring mattresses has major application in the automotive industry.
been steadily increasing in the recent years. Given their
premium pricing, these mattresses are highly preferred OPPORTUNITIES AND CHALLENGES
by the urban population, who are willing to spend more Opportunities
on luxury and comfort. Growing consumerism: Consumer spending in India is
expected to grow from USD 1.5 trillion in 2019 to nearly
In India, branded mattresses are broadly consumed by USD 6 trillion by 2030. This consumption growth will
two end-users – Residential and Institutional. While the be supported by a 1.3 billion strong population that
residential segment accounts for around 80% to 85% of is younger than any other major economy. By 2030,
the total market, the institutional sector contributes the 77% of India’s population will comprise millennials and
remaining 15% to 20%. Generation Z, who will be more “brand-aware” and
better informed and will have a higher spending capacity.
Distribution platforms
Demand and consumption of comfort sleeping products
Organised mattress players sell their products through is set to grow on the back of rising consumerism, which
two platforms - Offline and Online. The offline market is expected to give a significant boost to the modern
consists of retail sales through distributors/dealers or mattress market.
own franchised stores. Distributor/dealer network is (Source: WEF: Future of Consumption Report 2019)
the primary distribution channel, occupying 87-89% of
the organised market sales. This is followed by own/ Higher disposable incomes: Rising incomes and
franchisee stores and online mode, constituting 9-11% expansion of the middle class and high-income segments
and less than 3% of the total sales, respectively. is seen reshaping consumption trends. By 2030, India
will add about 140 mn middle-income and 21 mn high-
In India, the online mattress market has been making income households. Higher income levels and more
strong inroads and is anticipated to grow exponentially disposable incomes in the hands of people will lead to
in the coming years. A large section of people is shifting an increased willingness to spend more on luxury and
towards online shopping due to the ease, comfort, premium quality products.
favourable pricing options, quick delivery and availability
(Source: WEF: Future of Consumption Report 2019)
of a variety of customised products. The extraordinary
packaging and trial facilities have been enhancing the Increasing incidence of lifestyle diseases: Increasing
consumer experience. Getting mattresses delivered at prevalence of back pain, spine-related problems,
the doorstep is, thus, proving to be a game-changer in orthopaedic ailments due to sedentary lifestyles, along
the Indian mattress industry. with growing awareness on health and comfort are
expected to translate into a rise in spending on well-
Indian Flexible PU Foam industry being products and services. This will continue to drive
The Indian flexible PU (polyurethane) foam industry demand for quality sleeping and home comfort products.
is estimated to reach ` 90 bn by the fiscal year 2022.
Asia Pacific holds the largest market share, with rapid Evolving preferences: Expanding middle-class and its
industrialisation and urbanisation fostering the demand aspirations for improved standard of living, hectic life
for PU foam in the region. Significant investments in new schedules, enhanced digital connectivity, technological

Statutory Reports
advances, and brand consciousness are the factors • ome Comfort Products: Furniture Cushions,
H
leading to a shift in consumer tastes and preferences. Pillows, Comforters/Duvets, Sofa-cum-Beds
This, in turn, will strengthen the demand for mattresses
• echnical Foam Products: Automotive foams,
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and bedding products.
Reticulated foams, Ultra-Violet Stable foams, Sound
Absorption foams
Rising share of organised sector: With the advent
of international players and branded companies, Competitive advantages
consumers are switching from traditional, low-quality
products to branded mattresses. The shift in demand Well
for high quality and customised products has been Diverse
entrenched
resulting in a considerable rise of organised players. product
distribution
In addition, formalisation of the economy with GST portfolio
network
implementation gives an edge to the organised sector
in the mattress industry.
Competitive
Growth in end-user industries: Government flagship advantages
initiatives such as Housing for All, Smart Cities Mission,
among others, will boost the housing sector. These Dedicated
policy reforms have been leading to an impressive Experienced sales and
rise in the number of residential units, which will lead management marketing
to higher mattress consumption. Further, favourable team
trends in demand from real estate and hospitality
segments have been underpinning the solid growth of
the mattress industry. Manufacturing excellence
The Company has 16 manufacturing facilities across
Challenges India, Australia, and Spain, engaged in the manufacture
Transportation & Warehousing: Given the voluminous of pioneering products that stand for a perfect blend of
nature of PU foam and mattresses, warehousing and comfort and support. As an innovation-driven enterprise,
transportation of these products pose difficulties and the Company has robust capabilities of quality
significant cost challenges. Consequently, long-distance manufacturing and technological innovation.
transportation of these items becomes infeasible.
Brands built over consistent quality and innovation
Lack of consumer awareness: Earlier, mattresses, which Sleepwell, the flagship brand of the Company, delivers on
play an important role in consumer’s lives worldwide, never its brand promise of producing premium and customised
received due attention in India. Traditional mattresses and products. Over the years, the brand has earned a
other sleeping surfaces dominated the market. formidable reputation of developing delightful products
in line with growing consumer aspirations. Other brands
COMPANY OVERVIEW of the Company include Feather Foam and Starlite, which
Sheela Foam Limited is a leading player in India’s mattress are low-priced mattresses for consumers. These brands
and foam products industry. Founded in 1971, the Company have enabled the Company to augment its share in the
enjoys strong brand awareness and a nationwide presence organised mattress market.
in manufacturing of mattresses, home comfort products
and technical grades of PU foam. The Company also Technological innovations in Sleepwell:
enjoys a significant presence overseas, with its products • “ Neem fresche”: This ground-breaking technology
being exported to over 20 countries worldwide. in Sleepwell products protects mattresses and
home furnishing against dust mites that cause skin
The products of the Company and its various brands allergies and breathing problems, bacteria and fungi.
earn the credit of being highly durable and of unmatched Developed with extensive R&D, Neem Fresche
quality. These products are the outcome of the brings the best technology and provides ultimate
ingenious R&D efforts of the Company. A highly skilled care and protection to consumers. The Company’s
team of engineers and scientists constantly strive to focus on enriching consumers’ lives by providing
create pioneering products by leveraging best-in-class them safe, quality products enabled it to develop
technologies, while ensuring supreme quality. this innovative technology with huge benefits.
Product Portfolio: Other initiatives:

• attresses: My Mattress, Spring range, Technology
M • adio frequency identification (“RFID”) chips in
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range, Comfort Cell range, Back support range, Flexi mattresses to check counterfeits and ensure tracking
PUF range, Economy range of Sleepwell sales and curtailing of unauthorised sales

• “ Zero Turn” technology to ensure that mattresses Key Financial Ratios Standalone Operation as per SEBI
do not require periodic turning to avoid sagging Listing Obligations and Disclosure Requirements
(Amendment) Regulations, 2018
• “ Breathable visco-elastic” or “Memory foam”
2019-20 2018-19
reduces stress, ensures correct sleep posture Debtors Turnover 15.32 times 17.76 times
and improves blood circulation and induces faster Inventory Turnover 11.03 times 12.83 times
recovery of the mattresses to original shape Interest Coverage Ratio 28.13 times 28.61 times
Current Ratio 2.36 2.22
• “ SANtech” technology for maintaining improved Debt Equity Ratio 0.00 0.00
airflow, thereby enhancing the firmness and Operating Profit Margin (%) 10.91 8.35
durability of the upholstery material Net Profit Margin (%) 9.43 6.82
Return on Net Worth 19.94 18.48
• “Comfort Cell” technology launched in mattress (RONW) (%)
segment with 2,3,4 series options to raise the extra
Operating profit increased by more than 25% primarily
comfort quotient to the consumer, Special Edge Wall
due to reduction in Raw Material Costs and Net Profit
Design for Seating Support and Enhanced Durability
Margin increased because of reduction in raw material
cost and lower rate of income tax.
Acquisition of Spanish firm Interplasp
During the year, the Company acquired Spanish company GROWTH STRATEGY & OUTLOOK
Interplasp, which makes polyurethane foam for bedding, Keeping pace with growing demand
furniture and other applications. Interplasp has a The Company is committed to developing personalised
manufacturing facility at Yecla in Spain, with a capacity to products to keep pace with the increasing demand.
produce 22,000 tonnes of polyurethane foam. It exports Leveraging existing portfolio of products, know-how
and manufacturing capabilities qualifies it to produce
foam to other European and North African countries
niche and higher-margin products, including more
and to Morocco. With this acquisition, Sheela Group has
sophisticated grades of technical PU foam.
gained exclusive rights to the variable pressure foaming
technology. It was acquired for a total consideration Expanding distribution network and presence
of Euro 40 mn financed by debt and internal accruals. The Company is focussed on deepening its domestic retail
The integration between the two companies is being presence and aggressively sell its low-priced products in
achieved through robust IT systems. rural market. With development of infrastructure, it would
be reaching out to customers in remote areas by expanding
Besides providing presence in Europe, the world’s largest its distribution channels in newer geographies. The
polyurethane foam market, the acquisition of Interplasp Company’s low-priced products find significant demand in
will lead to operational efficiency as manufacturing cost rural areas. With adequate infrastructure development, the
in Spain is the lowest in Europe. The acquisition will Company aims to reach out to such consumers and expand
result in reduction in raw material pricing for the group its presence in remote locations to gain higher volumes.
companies in India, Australia and Spain, and thus will be
EBITDA accretive from the first year. Product Expansion & Brand Development
The Company’s low-priced mattresses – Starlite and
Feather Foam – provide ample growth opportunities
FINANCIAL OVERVIEW
to penetrate in the rural retail market. It endeavours to
During the year under review, Net Revenue from further launch competitively priced products to gain
operations on standalone basis decreased to ` 1,755 higher volumes. Looking ahead, the Company continues
crore from ` 1,814 crore, due to COVID-19 impact. to invest in enhancing its brand presence and intends to
However, Profit After Tax for the current year increased accomplish this with aggressive brand promotion and
to ` 166 core from ` 124 crore. The Net Revenue from marketing initiatives, strengthening the distribution and
operations from Australia decreased to AUD 66.17 mn retail network, among others.
from AUD 66.70 mn, due to COVID-19. The Net Profit
after tax increased to AUD 4.08 mn in FY 2019-20 from Leveraging E-commerce
The Company is actively pursuing the E-commerce
AUD 2.19 mn in FY 2018-19. On Consolidated basis, Net
channel for the sale of mattresses and allied products in
Revenue from operations increased to ` 2,174 crore from
line with the evolving times. Besides leveraging its own
` 2,141 crore including revenue of ` 103 crore from Spain
website to showcase product line-up and attract sales,
operation. On consolidated basis Net Profit after tax
the Company has also launched a sub-brand and product
increased to ` 194 crore from ` 134 crore last year.

Statutory Reports
line by the name of ‘SleepX’ to retail market places like Mitigation

Amazon and Flipkart in the second quarter of the fiscal • The Company’s flagship brand, Sleepwell, enjoys
year. Since launch, this has been seeing good traction. a strong brand resonance and high customer
The Company expects this to enhance its top line and recall. Over the years, it has established itself
bottom line growth in the coming years. as a highly reliable brand, offering diverse range
of mattresses and home comfort products
RISKS AND CONCERNS matching consumer demands
1. Macro-Economic Risk • he Company continues to step up investments
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Slower than expected pace of growth of the in R&D activities and enhanced technologies to
economy may impact the growth of housing, develop premium and customised products.
hospitality and automotive sectors. Given the huge Besides, advanced manufacturing equipment
dependence of the Company’s business on these and improvised shop floor operations enables
industries, any slowdown in the user industry may the Company to achieve higher operational
adversely impact the Company’s performance. The efficiencies
huge risk of Coronavirus is expected to slow down • y Mattress, Comfort Cell, Neem Fresche are
M
the business. At present, the widespread outbreak among the significant technology initiatives
of COVID-19 and its severe disruptive impact on by the Company, aimed at offering right
economic activity worldwide pose the biggest mattresses to customers. This exemplifies the
threat to the Company’s operations. consistent focus of the Company to deliver
quality and innovative products and services.
Mitigation In addition, its extensive network of more than
• espite external challenges, India retains the
D 4,100 Exclusive Brand Outlets (EBOs) boosts
fastest growing economy tag. Better demand sales of premium products and creates unique
conditions, continuing positive effects of shopping experience for consumers
Government reform policies, strong thrust on • ith its low-priced mattress offerings targeted
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infrastructure development and manufacturing to address the demands of relevant sections,
are expected to encourage the long-term the Company is well-placed to compete with
growth prospects of the economy. Further, the unorganised sector
government and major financial institutions
have been enforcing a series of stimulus 3. Inventory Risk
packages to counteract the economic fallout Another major challenge facing the Company is the
from the coronavirus pandemic large pile-up of inventory, in case it is unsuccessful
in marketing and selling its products.
• avourable demographics, growing urbanisation
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and rising disposable incomes for middle-class Mitigation
families are expected to augment demand and • he Company ensures steady and consistent
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spending for improved products and services sale of its products through its wide distribution
network of more than 110 exclusive distributors,
• resently, the organised sector constitutes
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more than 11,500 retail dealers, over 7,400
38% of the total mattress market. Growing
multi-brand and 4,100 exclusive brand outlets
awareness about modern, high-quality
mattresses and formalisation of economy • s a strategic measure to enhance brand
A
augur well for the organised market visibility, the Company continues to make
significant investments towards brand building
• he Company’s subsidiaries in Australia
T and advertising across different channels
and Spain help reduce overdependence on
• acked by its robust IT infrastructure, the
B
the Indian economy and enables it to tap
inventory management of the Company ensures
opportunities overseas
efficient product distribution. Moreover, the
2. Competition Risk system ensures timely availability of products
and real-time inventory management
The organised mattress market throws attractive
growth opportunities, especially with reduction in 4. Raw Material Risk
GST rates and surging demand. This may increase Raw materials need to be supplied continuously for
the number of players operating in the industry, the manufacture of quality products. Limitations
resulting in stiff competition. Failure to produce or disruptions in the supply of raw materials may
high quality products to meet the present and future impede production. Besides, a major chunk of raw
competition may lead to loss of market share. materials being imported, currency and exchange
rate fluctuations may affect profitability.

Mitigation control systems. The Audit Committee monitors the
• The Company makes bulk purchases of key raw internal financial controls at regular intervals and reports
materials (Polyol and TDI) at competitive rates any discrepancies to the senior management for their
by leveraging its huge scale of operations. It necessary action. The Company’s MIS system ensures
also maintains a balance between imports and that all expenses are within the stipulated budgetary
local procurement of raw materials allocations and corrective measures are implemented for
any deviation identified.
• he Company’s extensive experience and
T
industry standing enables uninterrupted supply
HUMAN RESOURCES
of raw materials at competitive rates
The Company recognises employees as its biggest
• In unavoidable circumstances, the Company asset and one of the most important stakeholders for
has adequate provision for storing its key raw long-term sustenance and growth. The HR policy of the
materials. This, in turn, minimises the risk of Company is aimed at fostering a conducive and inclusive
raw material shortage work culture across all plants and offices. The Company
strives to attract, retain and develop the best industry
5. Counterfeiting Risk talent and groom them to take on challenging roles across

Inability to tackle product counterfeiting and the organisation. Regular skill and personal development
quality issues may cause severe damage to brand programmes are conducted to boost employee
reputation, resulting in loss of sales and eroded morale and productivity. The Company endeavours to
consumer trust. achieve high employee satisfaction levels and create
an environment of fairness, transparency and mutual
Mitigation respect, wherein everyone feels equal and is inspired
• he Company undertakes regular market
T to deliver best results. During the year, the Company
checks to track and curtail sales of fraudulent maintained peaceful and harmonious relationship with
and counterfeit products all its employees. As on 31 March, 2020, the employee
strength of the Company stood at 3,688.
• Investments towards introduction of RFID
micro-chips in mattresses enables the CAUTIONARY STATEMENT
Company to check genuine products
The statements in the Management Discussion
INTERNAL CONTROLS and Analysis Report that describe your Company’s
projections, estimates and expectations are ‘forward-
The Company has adequate internal control systems
looking statements’. They are within the meaning of
commensurate with the size, nature and complexity of
applicable securities laws and regulations. Actual results
its business. It has well-defined operating procedures,
could differ from those expressed or implied depending
policies and guidelines as part of the overall internal
upon the economic conditions affecting demand/supply,
control framework. These controls ensure stringent
price scenario in the domestic and international markets
adherence to the applicable laws and regulations,
in which it operates,changes in government regulations,
safeguarding of assets, prevention of frauds/errors and
tax laws and other statutes. Your Company undertakes
timely reporting of financial transactions in accordance
no responsibility to publicly amend, modify or revise
with the Accounting Standards. Periodic audits are
any forward-looking statements on the basis of any
conducted by an independent firm of internal auditors
subsequent development, information or events.
to ensure the efficacy and effectiveness of the internal

Statutory Reports
Directors’ Report
Dear Members,
Your Directors have pleasure in presenting the 48th Annual Report on the business, operations and financial performance
of the Company along with the Consolidated Audited Balance Sheet and Statement of Profit & Loss for the year ended
31 March, 2020.
FINANCIAL INFORMATION
(` in Crores)
Particulars Consolidated Standalone
2019-20 2018-19 2019-20 2018-19
Revenue from operations 2173.63 2141.45 1754.77 1813.76
Profit before Financial Charges, Depreciation & 340.40 238.58 268.37 214.03
Tax & Exceptional Item
Exceptional Item 11.99 0.00 11.99 0.00
Profit before Financial Charges, Depreciation & Tax 328.41 238.58 256.38 214.03
Less: Financial Charges 13.00 9.62 8.14 7.34
Cash Profit 315.41 228.96 248.24 206.69
Less: Depreciation 59.04 39.53 33.09 31.09
Profit before Tax 256.37 189.43 215.15 175.60
Add/(Less): Income Tax (66.77) (52.33) (54.23) (47.18)
Earlier year’s tax 0.00 1.11 - 1.11
Add/(Less): Deferred Tax 4.69 (4.46) 4.59 (5.86)
Profit after Tax 194.29 133.75 165.51 123.67
Other Comprehensive Income (3.07) (0.92) (4.33) (0.92)
Total Comprehensive Income for the year 191.22 132.83 161.18 122.75
During the current year, Net Revenue of the Company, During the year the prices of critical raw materials like
on standalone basis, decreased from ` 1814 Crores Polyol and TDI went down. The Company also reduced
to ` 1755 Crores. The Company was recording higher the prices of its Foam Products. The reduction in prices
turnover as compared to last year till 21 March, 2020, resulted in a lower turnover by approx ` 87 crores.
despite substantial reduction in Foam prices due to Further, the Company lost approximately ` 75 crores
reduction in raw material costs. However no sale took turnover due to lockdown.
place during lockdown due to COVID 19. The Profit after
tax, for the current year increased by 33.8% to ` 165.51 A complete lockdown of more than 2 months due to
Crores as against the profit after tax of ` 123.67 Crores COVID 19 and a slow restart means that the sales of
of last year. The profit would have been much higher but Mattresses and Foam Product for the year 2020-21
for loss of sale during lockdown period and Exceptional are going to be substantially lower. Due to changed
Item. Exceptional Item of ` 11.99 crores is the loss on sentiments, the demand for discretionary products
account of Fire at Greater Noida Plant in May 2016.This like Mattresses and Furniture will take time to pick
amount was shown as Claims Recoverable. However, as up. Your Company is doing its best to revive the sales
in spite of continuous follow up for its recovery, there is using innovative techniques, like Sleepwell@Home,
no concrete evidence /reasonable positive indication of Aggressive Online Marketing, Focus on selling products
its recovery, the said claim has been written off. which are good for health etc. Company is now selling
all its product treated with Neem Fresche which means
Present Status & Future Outlook immunity from various respiratory problems caused by
During the year, the Company substantially increased Dust Mites, Bacteria & Fungi.
the Sales Volume of Mattresses, registering a growth
of 20% over last year, despite losing sale during the Over the last 2 years, there has been a shift from
lockdown period. This has led to higher market share of unorganised mattress market to organised market. The
your company in the organised mattress market. The biggest contributing factor for this is implementation of
company continues to retain its leadership position in GST. Your Company took timely action of introducing low
Mattress and Foam Products. priced mattresses, to maximise the gain from such shift.

The demand potential for Mattresses as well as for Foam Joyce Foam Pty Ltd has one wholly own subsidiary Joyce
Products remains high, considering that a large section W C NSW Pty Ltd.
of the population is yet to shift to modern mattresses
and furniture using foam. As large section of society is During the year, the Company has acquired 93.66% shares
becoming health conscious and has higher disposable of a Spanish Company Interplasp S.L. through 100%
income, the shift from unorganised segment to organised subsidiary International Foam Technologies Spain S.L.
will accelerate. The culture of Work From Home would (SPV). The acquisition was done for a total consideration
also mean higher usage of Mattresses, resulting in higher of Euro 40 Million financed by debt and internal accrual.
replacement demand. Sound Sleep is now known to be Interplasp has a manufacturing facility in Yecla in Spain
the biggest contributor to good body immunity. It is and producing Polyurethane Foam for bedding and other
expected that this realisation would also work in favour applications having capacity to produce 22,000 ton.
of organised mattress manufacturing units.
During the year the Company created a Stock Corporation
The Company continues to increase its market in the name of SleepX US Inc. in the state of Delaware in
penetration and the total retail outlets including EBO and United State of America. The Company is yet to invest
MBO are more than 11500. any share capital in SleepX US Inc.
The B2B segment of business was impacted by the During the year Company has also acquired a newly
slowdown in automotive segment. incorporated Company Staqo World Private Limited
(Staqo) having paid-up capital of ` 1,00,000/-. Staqo
Despite this slowdown the Company was able to sell is into the business of Information Technology and its
volumes similar to last year till 21 March, 2020. To registered office is in Delhi.
increase the sales in this segment, Company continues
to develop Import Substitute Foam through its in-house Your Company has two other wholly owned subsidiaries
Research & Development. as under:
1) Divya Software Solutions Private Limited
During the year Company acquired 93.66% shares of
Interplasp S.L. Spain, a Foam Manufacturing Company. 2) Sleepwell Enterprises Private Limited.
The capacity of the plant is 22000MT of Foam, whereas
Material Subsidiaries
it was operating at 50% capacity. Interplasp is having
less than 1% of European Market Share. Further, the US In accordance with Regulation 16 of Securities and
market is also now open for Interplasp .With sufficient Exchange Board of India (Listing Obligations and
capacity and headroom for growth, your Company is Disclosure Requirements), Regulations 2015 (Listing
expected to improve its Overall Revenue and profitability. Regulations), none of the subsidiaries is a material non-
listed subsidiary. The Company has formulated a policy
Dividend for determining material subsidiaries. The policy has
been uploaded on the website of the Company at http://
Board of Directors do not recommend any dividend for
www.sheelafoam.com.
the year 2019-20. The entire profit is being ploughed
back in the business.
Consolidated Financial Statements
Subsidiaries In accordance with Section 136 of the Companies Act,
2013 and the applicable Accounting Standard on the
As on 31 March, 2020 the Company has Six subsidiaries
Consolidated Financial Statements, your Directors have
and two steps down subsidiaries. As required under the
attached the consolidated financial statements of the
provisions of Section 129 of the Companies Act, 2013,
Company which form a part of the Annual Report.
read with Companies (Accounts) Rule, 2013, a statement
containing salient features of the financial statements of The financial statements including consolidated financial
subsidiaries is provided in the prescribed format AOC-1 statements and the audited accounts of each of the
as Annexure-A of the Board Report. subsidiary are available on the Company’s website www.
sheelafoam.com
The Company has one 100% subsidiary, Joyce Foam
Pty. Ltd (Joyce Foam) in Australia. Joyce Foam is the Directors’ Responsibility Statement
largest producer of Foam in Australia and supplies its In terms of Section 134 (5) of the Companies Act, 2013,
high-quality Foam to Global Mattresses and Furnishing the directors would like to state that:
Companies. Joyce Foam recorded a turnover of 66.17
a)
In the preparation of the annual accounts, the
Million Australian Dollars (AUD) in 2019-20, as compared
applicable accounting standards have been followed.
with 66.70 Million AUD in 2018-19, and has posted post
tax profit of AUD4.08 Million in 2019-20, as against AUD b)
The directors have selected such accounting policies
2.19 Million in 2018-19,recording a growth of about 86% and applied them consistently and made judgements

Statutory Reports
and estimates that were reasonable and prudent so as Annual General Meeting (AGM) of the Company and
to give a true and fair view of the state of affairs of the being eligible, seek re-appointment. The Board has
Company at the end of the financial year and of the profit recommended her reappointment.
or loss of the Company for the year under review.
As required under the provisions of Section 203 of the
c)
The directors have taken proper and sufficient
Companies Act, 2013, the Key Managerial Personnel
care for the maintenance of adequate accounting namely, Chairman and Managing Director, Executive
records in accordance with the provisions of this Directors, and Company Secretary continue to hold
Act for safeguarding the assets of the Company that office as on the date of this report. Chief Financial
and for preventing and detecting fraud and other Officer Mr. Pankaj Garg ceased from his office from
irregularities. 11 November, 2019 due to resignation. Mr. Dhruv Chandra
d) The directors have prepared the annual accounts on Mathur was appointed as Chief Financial Officer of the
a going concern basis. company w.e.f. 11 November, 2019.
e)
The directors have laid down internal financial Auditors
controls to be followed by the Company and that
M/s. S.P. Chopra & Co., Chartered Accountants, were
such internal financial controls are adequate and are
reappointed for 5 years in the Annual General Meeting
operating effectively; and
held on 2016, subject to ratification at every AGM. The
f) The directors had devised proper system to ensure Company has received letter, from the Auditors, to the
compliance with the provisions of all applicable laws effect that the ratification, if made, would be within the
and that such systems were adequate and operating prescribed limits under Section 141 of the Companies Act,
effectively. 2013 and that they are not disqualified for re-appointment.
Corporate Governance The Board recommends the ratification of the

appointment of M/s. S.P. Chopra & Co as Statutory
In accordance with SEBI Regulations, a separate report
Auditors for FY 2020-21 for the audit of the Company.
on Corporate Governance is given in Annexure-B along
with the Auditors’ Certificate on its compliance. The
Auditors’ Report
Auditors’ Certificate does not contain any qualification,
reservation and adverse remark. There is no adverse observation of Auditors’ on financial
statements of the company. The Auditors’ Report, read
Related Parties Transactions with the relevant notes to accounts are self-explanatory
and therefore does not require further explanation.
The particulars of Contracts or arrangements with
related parties, in the prescribed form, are attached as
Cost Auditor
Annexure-C
As per section 148 read with Companies (Audit and
Risk Management Auditors) Rule, 2014 M/s Mahesh Singh & Co, Cost
Accountants are appointed, to conduct the cost
The Company has formulated a Risk Management Policy
records of the Company for the Financial Year 2020-
duly reviewed by the Board of Directors. The policy 21, by the Board of Directors and it seeks ratification of
includes risk identification, analysis and prioritisation remuneration from the members of company at ensuing
of risk and development of risk mitigation plans. The Annual General Meeting.
Company has constituted a Risk Management Committee
to look into the risk involved with the Company and its Internal Auditor
mitigation.
The company has engaged M/s S. S. Kothari Mehta & Co.,
Chartered Accountants as Internal Auditor to conduct
Internal Financial Controls
internal audit for the year 2020-21. The Internal Auditor
The Company has in place adequate Internal Financial will report to Board of Directors. The internal audit will
controls with reference to financial statements. During the help company to review the operational efficiency
year, such controls were tested and no reportable material and assessing the internal controls. It also reviews the
weakness in the design or operations were observed. The safeguarding of assets of the Company.
report on the Internal Financial Control issued by M/s. S. P.
Chopra & Co., Chartered Accountants, Statutory Auditors Secretarial Auditor
of the Company in view of the provisions under the The company has engaged M/s AVA Associates,
Companies Act, 2013 is given in their report. Company Secretaries as Secretarial Auditor to conduct
Secretarial audit for the year 2019-20. The report on
Directors And Key Managerial Personnel (Kmp) secretarial audit is annexed as Annexure-D to the Board’s
As per the provisions of the Companies Act, 2013, Ms. Report. The report does not contain any qualification,
Namita Gautam will retire by rotation at the ensuing reservation or adverse remark.

Corporate Social Responsibility (Csr) energy conservation. This process helps in
In terms of Companies Act, 2013, your company has to identification of the product even after being
undertake Corporate Social Responsibility programme. The removed from packaging.
disclosure as per Rule 9 of the Companies (Corporate Social
Responsibility Policy) Rule, 2014 is attached as Annexure-E 4)
Replacement of conventional MH and
streetlights with energy efficient LED lights with
Audit Committee LDR and motion sensor based control system.
The composition of Audit Committee is provided in the 5) Used hand held blowers for floor cleaning to
Corporate Governance Report that forms part of this eliminate the use of compressed air for the
Annual Report. same.
6)
Used air cooler with timer to eliminate the
Vigil Mechanism
wastage of electricity as many times cooler
The Company has established a vigil mechanism through
remain in ‘On state’ in the absence of user.
a Whistle Blower Policy. The Company can oversee the
genuine concerns expressed by the employees and other 7) Used PPR-CH pipeline with PUF insulation to
Directors. The Company has also provided adequate increase the efficiency of Chiller Water.
safeguards against victimisation of employees and
8)
Used floating valve in cooling towers to
Directors who may express their concerns pursuant to
maintain water level automatically, it results
this policy. The policy is uploaded on the website of the
into elimination of water and electricity
Company at http://www.sheelafoam.com.
wastage.
Disclosure under the Sexual Harassment 9)

Replaced old Air conditioner with energy
of women at workplace (Prevention, efficient new generation Air conditioner with
Prohibition and Redressal) Act 2013 non-CFC gases, leading to reduction in power
The Company has in place an Anti-Sexual Harassment consumption as well as not harming the Ozone
policy in line with the requirements of sexual harassment layer.
of women at Work place (Prevention, Prohibition and 10)
Increased the usage of Variable Frequency
Redressal) Act 2013. The Internal system has been set drives instead of starters for the electric motors
up to redress complaints received regarding sexual to reduce the electricity consumption and to
harassment. During the period under review, no increase the efficiency of motors.
complaint was received by the Company.
B.
The expenses incurred on Research and
Meetings of the Board Development have been included in respective
During the year, 6 meetings of the Board of Directors expense heads.
were held.
C.
The Company has introduced new process to
Particulars of Loans, Guarantees or reduce the consumption of energy and upgraded
Investments technology whenever required.
Details of Loans, Guarantees and Investments covered D.

The earnings from exports were ` 16.43 crores
under the provisions of Section 186 of the Companies (Previous Year ` 20.43) and payments in foreign
Act, 2013 form part of the Financial Statements. exchange were ` 131.04 crores (Previous Year
` 271.53 crores).
Conservation of Energy, Technology
Absorption and Foreign Exchange Listing Agreements
Earning and Outgo Your Company has entered into agreements
A.
Following measures were taken by company for with Bombay Stock Exchange Limited (BSE) and
energy conservation in the year: National Stock Exchange of India Limited (NSE), in
1) Installed 5 KWp solar power plant at one of the compliance with Regulation 109 of the SEBI LODR
units to reduce the electricity consumption Regulations 2015.
from power Distribution Company.
Particulars of Employees
2) eplaced 10 nos. of electric hoist with hydraulic
R
The information as required under Section 197 of the
power pack, which results into increasing the
Companies Act 2013 read with Rule 5(1) of the Companies
efficiency of the machine and saving of electricity.
(Appointment and Remuneration of Managerial
3)
One of the processes named Hot Stamping Personnel) Rules, 2014 is provided in Annexure-F to the
completely turned into Laser Stamping for Board’s Report.

Statutory Reports
Management’s Discussion and Analysis Business Responsibility Report

In terms of provisions of Regulation 34 of the Listing Business Responsibility Report/Sustainability Report is
Regulations, the Management’s discussion and analysis annexed as Annexure-H.
is set out in this Annual Report.
Dividend Distribution Policy
Public Deposits The company has adopted Dividend Distribution
The Company has not accepted any deposits within the Policy and there is no change in policy during the
meaning of Section 73 of the Companies Act, 2013 and year. As per SEBI (Listing Obligations and Disclosure
the Companies (Acceptance of Deposits) Rules, 2014. Requirements) Regulations, 2015 the policy is hosted
at our web site at www.sheelafoam.com and is also
Extract Of Annual Return attached as Annexure-I.
Extract of Annual Return as provided under Sub Section 3
of Section 92 is annexed as Annexure-G. Acknowledgement
Your Directors wish to express and place on record
Significant and Material Orders their thanks to the Company’s Distributors, Dealers
There are no significant and material orders passed by and Business Associates for their excellent effort and
regulators or courts or tribunals impacting the going the customers for their continued patronage of the
concern status and Company’s operations in future. Company’s products. Your Directors also wish to place
on record their appreciation for the devoted services of
Board Evaluation Mechanism the Executive, Staff and workers of the Company at all
levels enabling the Company to achieve the excellent
Pursuant to the provisions of Companies Act, 2013
performance during the year.
and the Listing Regulations, the Board has carried
out annual performance evaluation of its own Your Directors also appreciate the valuable co-operation
performance, those of directors individually and of and continued support received from Company’s bankers
various committees. and all the government agencies and departments.
The performance of individual directors was evaluated The Directors also express their sincere thanks to all the
on parameters, such as, number of meetings attended, Shareholders for the continued support and trust they
contribution in the growth and formulating the have reposed in the Management.
strategy of the Company, independence of judgement,
safeguarding the interest of the Company and minority
shareholders, time devoted apart from attending By Order and on behalf of the
the meetings of the Company, active participation Board of Sheela Foam Limited
in long term strategic planning, ability to contribute
by introducing best practices to address business
challenges and risk etc. The directors expressed their Place: Noida (Rahul Gautam)
satisfaction with the evaluation process. Date : 26 June, 2020 Chairman and Managing Director

Annexure-A
Statement containing salient features of the financial statement of Subsidiaries/Associate Companies/ Joint ventures
(` in Lakhs)
Name of the subsidiary Joyce Foam Divya Sleepwell Staqo World International SleepX US Inc
Pty Ltd Software Enterprises Private Foam
Solutions Pvt Ltd Limited Technologies
Pvt Ltd Spain S.L.
Place of incorporation Australia India India India Spain USA
Date of incorporation / 03-10-2005 19-04-2010 07-10-1994 26-03-2020 12-06-2019 04-10-2019
acquisition
Reporting period for the N.A. N.A. N.A. N.A. YES N. A
subsidiary concerned, if
different from the 01.10.2019 to
holding company’s 31.03.2020
reporting period
Reporting currency and AUD N.A. N.A. N.A. EURO N. A
Exchange rate as on the
last date of therelevant AUD= INR EURO= INR
Financial year in the case 46.28 83.08
of foreign subsidiaries
Share capital 3047.50 9.46 1.05 1.00 9972.09 -
Reserves & surplus 6586.71 6593.83 170.46 24.56 1113.62 -
Total assets 23998.24 6628.71 175.23 60.92 44181.03 -
Total Liabilities 14364.03 25.42 3.72 35.35 32309.43 -
Investments - - 168.33 - - -
Turnover 31574.09 - 10.00 60.00 10325.24 -
Profit/(Loss) before 2732.12 (112.25) 6.71 32.99 1564.19 -
taxation
Provision for taxation 876.97 (7.24) 1.84 8.43 364.70 -
Profit after taxation 1855.15 (105.01) 4.87 24.56 1199.49 -
Proposed Dividend NIL NIL NIL NIL NIL -
% of shareholding 100% 100% 100% 100% 100% -
Note-
Joyce Foam Pty Ltd, Divya Software Solutions Private Limited, Sleepwell Enterprises Private Limited ,Staqo World Private Limited and
International Foam Technologies Spain S.L. are wholly owned subsidiary of the Company.

Statutory Reports
Annexure-B
Corporate Governance Report The maximum gap between any two Board Meetings was
Our Corporate Governance is a true reflection of our less than one hundred twenty days.
value systems enshrined in our Vision Statement. Our
Vision statement places highest reliance on the values Independent Directors
of Integrity, Reliability, Proactivity and Transparency. We All independent Directors have confirmed that they
firmly believe that Corporate Governance, based on these meet the criteria as stipulated under Regulation 16(1)
value systems, is vital to not only enhance stakeholders’ (b) of the Securities and Exchange Board of India (Listing
trust, but also for the success of the organisation. Your Obligations and Disclosure Requirements) Regulations,
company remains committed to follow best governance 2015 (Listing Regulations) read with Section 149(6) of
practices in true spirit. the Companies Act, 2013.
Board of Directors (“Board”) The maximum tenure of Independent directors is in

The Company is managed and guided by the Board compliance with the Companies Act, 2013 and the terms
of Directors. The Board formulates the strategy and and conditions of their appointment have been disclosed
regularly reviews the performance of the Company. The on the website of the Company (web link http://www.
Board has been entrusted with the requisite powers, sheelafoam.com).
authorities and duties to enable it to discharge its
Regulation 25(3) of Listing Regulations read with
responsibilities and provide effective leadership to the
Schedule IV of the Companies Act, 2013 and the rules
Business. The Company has an optimum combination
under it mandate that the Independent Directors of the
of Executive, Non-Executive and Independent Directors
Company hold at least one meeting in a year without the
who are eminent persons with professional expertise
attendance of Non-Independent Directors and members
and valuable experience in their respective areas of
of the management. During the year, separate meeting
specialisation and bring a wide range of skills and
of the Independent Directors was held on 6 March, 2020
experience to the Board.
without the attendance of non-independent directors
The Chairman and Managing Director of the Company and members of the management. All the Independent
provides vision and leadership for achieving the approved Directors attended the said meeting. The independent
strategic plan and business objectives. He presides over directors, inter-alia, reviewed the performance of non-
the Board and the Shareholders’ meetings. The Managing independent directors, Chairman of the Company and
Director with the support of the Whole-time Directors and the Board as a whole.
Senior Executives oversees the operations of the Company.
Familiarisation programme for Independent
As on the date of this report the Board comprises of Directors
10 (Ten) Directors, which include 6 (Six) Non-Executive The Board/Committee members are provided with
Independent Directors and 4 (Four) Executive Directors. the necessary documents/brochures, reports and
There are 2 (Two) Women Directors one of whom is internal policies, codes of conduct to enable them to
Independent Director. familiarise with the Company’s procedure and practices.
Directors are regularly updated on performance of the
During the financial year none of the Independent Directors business of the Company, business strategy going
of the Company served as an Independent Director in forward and new initiative being taken/proposed to be
more than seven listed Companies. The composition of taken by the Company through presentation by head
the Board is in line with Regulation 17 of Listing Regulations. of the Departments. Factory/office visits are organised
None of the Directors on the Board is a Member on more from time to time for the Directors. The policy of the
than 10 Committees, and Chairperson of more than familiarisation programme of the Independent Directors
5 Committees across all listed companies in which he/she are available on the Company’s website at http://www.
is a Director. Necessary disclosures regarding Committee sheelafoam.com.
positions have been made by the Directors.
Composition of Board
Meetings of the Board The composition of the Board of Directors at the end
The Board of Directors met Six times during the financial of Financial Year ie 31 March, 2020, their attendance
year ended on 31 March, 2020. Board Meetings were held at the Meetings during the year and at the last Annual
on 4 May, 2019, 26 July, 2019, 6 August, 2019, 11 November, General Meeting as also the detail with regard to outside
2019, 10 February, 2020 and 7 March, 2020. Directorships and committee positions are as under:–

Name of the Director Category Number of Attendance No.of other No. of Committee
and DIN meeting in Last AGM Directorship positions held in
attended held on in listed other Companies##
15 July, 2019 company Chairman Member
including
this company
Rahul Gautam# Promoter & 6 Yes 1 0 0
00192999 Executive
Director
Namita Gautam# Executive 6 No 1 0 0
00190463 Director
Rakesh Chahar Executive 6 Yes 1 0 1
00180587 Director
Tushaar Gautam# Executive 5 Yes 1 0 1
01646487 Director
Vijay Kumar Chopra Independent 4 No 7 5 8
02103940 Director
Som Mittal Independent 6 Yes 2 1 4
00074842 Director
Ravindra Dhariwal Independent 6 No 3 1 6
00003922 Director
Anil Tandon Independent 5 Yes 1 0 1
00089404 Director
Vijay Kumar Ahluwalia Independent 5 Yes 1 0 0
08078092 Director
Meena Jagtiani Independent 5 Yes 1 0 0
08396893 Director
Mr. Rahul Gautam, Managing Director is husband of Ms. Namita Gautam and father of Mr. Tushaar Gautam and are thus related.
#
##
The committees considered for the purpose are those prescribed under Regulation 26 of Listing Regulations i.e. Audit Committee
and Stakeholders’ Relationship Committee of Indian public limited companies whether listed or not.
Board Functioning and procedure Access to Employees: The Directors bring an

•
Board Meeting Frequency and circulation of
• independent perspective on the issues deliberated
Agenda papers: The Board and its Committees by the Board. They have access to any information
meet at regular intervals for discussion on agenda of the Company as they may need to discharge their
circulated well in advance by the Company. All duties and to any employee of the Company,
material information is incorporated in the agenda Availability of Information to Board members include:
for facilitating meaningful and focused discussion
1. Annual operating plans and budgets and any
at the meeting. Where it is not practical to attach,
updates thereof;
or send the relevant information as a part of agenda
papers, the same are tabled at the Meeting. To 2. Capital budgets and any updates thereof;
meet the business exigencies or urgent matters
3.
Quarterly results of the Company and its
the resolutions are passed by the Directors by
Circulation. operating divisions and business segments;
4. Minutes of Meetings of the Audit Committee

The Company has proper systems to enable the and other Committees of the Board;
Board to periodically review compliance reports of
all laws applicable to the Company, as prepared by 5.
Recruitment and remuneration of senior
the Company as well as steps taken by the Company officers just below board level, including
to rectify instances of non-compliances. The Board appointment and removal of Chief Financial
reviewed compliance reports prepared by the Officer and the Company Secretary;
Company periodically. 6.
Materially important show cause, demand,
prosecution and penalty notices report;
Presentations by the Management: The Senior
•
Management of the Company is invited at the Board 7.
Fatal or serious accidents, dangerous
meetings to provide presentation/clarifications as occurrences, any material effluent or pollution
and when necessary. problems;

Statutory Reports
8.
Any material default in financial obligations Meetings and Attendance
to and by the Company, or substantial non- The Audit Committee met 4 (four) times during financial year
payment for goods sold by the Company; 2019-20 ended on 31 March, 2020 on 4 May, 2019, 6 August,
2019, 11 November, 2019 and 10 February, 2020.
9.
Any issue which involves possible public or
product liability claims of substantial nature,
The maximum gap between any two meetings was less
including any judgement or order which, may
than four months. The attendance of each Committee
have passed strictures on the conduct of the
Member is as under:-
Company or taken an adverse view regarding
another enterprise that can have negative Name of the Members No. of meetings
implications on the Company; Held Attended
Mr. V. K. Chopra(Chairman) 4 4
10.
Details of any joint venture or collaboration
Mr. Ravindra Dhariwal 4 4
agreement;
Mr.Som Mittal 4 4
11. Transactions that involve substantial payment Mr. Tushaar Gautam 4 3
towards goodwill, brand equity or intellectual
property; Mr. Som Mittal, In-Charge of Audit Committee attended
the 47th Annual General Meeting.
12. Significant labour problems and their proposed
solutions. Any significant development in The terms of reference of the Committee are as under:
Human Resources/ Industrial Relations front like (i)
The Audit Committee shall have powers, which
signing of wage agreement, implementation of should include the following:
Voluntary Retirement Scheme, etc.;
(a) To investigate any activity within its terms of
13.
Sale of material nature, of investments, reference;
subsidiaries and assets which is not in the
(b) To seek information from any employee of the
normal course of business;
Company;
14. Quarterly details of foreign exchange exposures (c) To obtain outside legal or other professional
and the steps taken by management to limit advice; and
the risks of adverse exchange rate movement,
if material; and (d) To secure attendance of outsiders with relevant
expertise, if it considers necessary.
15.
Non-compliance of any regulatory, statutory
(ii) The role of the Audit Committee shall include the
nature or listing requirements and shareholders
following:
service such as non-payment of dividend, delay
in share transfer, etc. (a)
Oversight of the Company’s financial
reporting process, examination of the financial
Appointment/Re-appointment of Directors: statement and the auditors’ report thereon and

The information/details pertaining to Directors the disclosure of its financial information to
seeking appointment/re-appointment in ensuing ensure that the financial statement is correct,
Annual General Meeting (AGM), is provided in the sufficient and credible;
Notice for the AGM. (b)
Recommendation for appointment, re-
appointment and replacement, remuneration
The Notice contains the relevant information, like and terms of appointment of auditors of the
brief resume of the Directors and terms. Company and the fixation of audit fee;
(c) Approval of payment to statutory auditors for
Audit Committee
any other services rendered by the statutory
The Committee comprises of four Directors which auditors of the Company;
include three Non-Executive Independent Directors and
one Executive Director of the Company. The Chairman (d) Reviewing, with the management, the annual
of the Committee is Mr. V. K. Chopra a Non-Executive financial statements and auditor’s report
Independent Director. thereon before submission to the Board for
approval, with particular reference to:
The constitution and terms of reference of the Audit (i)
Matters required to be included in the
Committee meet the requirements of Regulation 18 of Director’s Responsibility Statement to be
the Listing Regulations read with the relevant provisions included in the Board’s report in terms of
of the Companies Act, 2013. The Company Secretary is clause (c) of sub-Section 3 of Section 134
the Secretary to the Audit Committee. of the Companies Act, 2013;

(ii) Changes, if any, in accounting policies and (n)
Reviewing the adequacy of internal audit
practices and reasons for the same; function, if any, including the structure of
the internal audit department, staffing and
(iii)
Major accounting entries involving
seniority of the official heading the department,
estimates based on the exercise of
reporting structure coverage and frequency of
judgement by the management of the
internal audit;
Company;
(o)
Discussion with internal auditors of any
(iv)
Significant adjustments made in the
significant findings and follow up there on;
financial statements arising out of audit
findings; (p)
Reviewing the findings of any internal
investigations by the internal auditors into
(v)
Compliance with listing and other
matters where there is suspected fraud or
legal requirements relating to financial
statements irregularity or a failure of internal control
systems of a material nature and reporting the
(vi)
Disclosure of any related party matter to the Board;
transactions; and
(q) Discussion with statutory auditors before the
(vii) Qualifications / modified opinion(s) in the audit commences, about the nature and scope
draft audit report. of audit as well as post-audit discussion to
(e)
Reviewing, with the management, the ascertain any area of concern;
quarterly, half-yearly and annual financial (r) To look into the reasons for substantial defaults
statements before submission to the board for in the payment to the depositors, debenture
approval; holders, shareholders (in case of non-payment
(f)
Reviewing, with the management, the of declared dividends) and creditors;
statement of uses / application of funds raised (s) Recommending to the board of directors the
through an issue (public issue, rights issue, appointment and removal of the external
preferential issue, etc.), the statement of funds auditor, fixation of audit fees and approval for
utilised for purposes other than those stated in payment for any other services;
the offer document / prospectus / notice and
the report submitted by the monitoring agency (t) To review the functioning of the whistle blower
monitoring the utilisation of proceeds of a mechanism;
public or rights issue, and making appropriate (u)
Approval of the appointment of the Chief
recommendations to the Board to take up Financial Officer of the Company (i.e., the
steps in this matter; whole-time Finance Director or any other
(g) Review and monitor the auditor’s independence person heading the finance function or
and performance, and effectiveness of audit discharging that function) after assessing the
process; qualifications, experience and background, etc.
of the candidate;
(h)
Formulating a policy on related party
transactions, which shall include materiality of (v) Overseeing the vigil mechanism including to
related party transactions; whom directors and employee shall report in
case of any concern; and
(i)
Approval or any subsequent modification of
transactions of the Company with related (w) Carrying out any other function as is mentioned
parties and omnibus approval for related party in the terms of reference of the Audit
transactions proposed to be entered into by the Committee.
Company subject to such conditions as may be (iii) The Audit Committee shall mandatorily review the
prescribed;
following information:
(j)
Scrutiny of inter-corporate loans and
(a)
Management discussion and analysis of
investments;
financial condition and results of operations;
(k)
Valuation of undertakings or assets of the
(b)
Statement of significant related party
company, wherever it is necessary;
transactions (as defined by the Audit
(l) Evaluation of internal financial controls and risk Committee), submitted by the management of
management systems; the Company;
(m) Reviewing, with the management, performance (c) Management letters / letters of internal control
of statutory and internal auditors, adequacy of weaknesses issued by the statutory auditors of
the internal control systems; the Company;

Statutory Reports
(d) Internal audit reports relating to internal control (b)

Formulation of criteria for evaluation of
weaknesses; performance of Independent Directors and the
Board;
(e)
The appointment, removal and terms of
remuneration of the chief internal auditor shall (c) Devising a policy on Board diversity;
be subject to review by the Audit Committee;
(d)
Identifying persons who are qualified to
(f) Statement of deviations:
become directors of the Company and who
(i)
quarterly statement of deviation(s) may be appointed in senior management in
including report of monitoring agency, if accordance with the criteria laid down, and
applicable, submitted to stock exchange(s) recommend to the Board their appointment
in terms of Regulation 32(1) of the SEBI and removal. The company shall disclose the
Listing Regulations; and remuneration policy and the evaluation criteria
in its Annual Report of the Company;
(ii)
annual statement of funds utilised for
purposes other than those stated in the (e)
Analysing, monitoring and reviewing various
offer document/prospectus/notice in human resource and compensation matters;
terms of Regulation 32(7) of the SEBI
(f) Determining the company’s policy on specific
Listing Regulations;
remuneration packages for executive directors
(g)
review the financial statements, in particular, including pension rights and any compensation
the investments made by any unlisted payment, and determining remuneration
subsidiary. packages of such directors;
(g)
Determining compensation levels payable to
Nomination and remuneration Committee
the senior management personnel and other

The Chairman of the Committee is Mr. Som staff (as deemed necessary), usually consisting
Mittal, a Non-Executive Independent Director. The of a fixed and variable component;
Committee comprises of the following Directors:
(h)
Reviewing and approving compensation
Mr. Som Mittal-Independent Director
strategy from time to time in the context of the
Mr. V. K. Chopra-Independent Director then current Indian market in accordance with
applicable laws;
Mr. Ravindra Dhariwal-Independent Director
(i) etermining whether to extend or continue the
D
The constitution and term of reference of the term of appointment of the independent director,
Nomination and Remuneration Committee (NRC) on the basis of the report of performance
meet the requirements of Regulation 19 of the evaluation of independent directors;
Listing Regulations read with the relevant provisions
(j)
Administering the “Sheela Foam Employee
of the Companies Act, 2013.
Stock Option Scheme 2016” (the “Plan”);
Meetings and Attendance (k)
Determining the eligibility of employees to
Nomination and remuneration Committee met 3 participate under the Plan;
(three) times during financial year 2019-20 ended (l)
Granting options to eligible employees and
on 31 March, 2020 on 4 May, 2019, 6 April,2019 and determining the date of grant;
11 November, 2019.
(m)
Determining the number of options to be
Name of the Members No. of meetings granted to an employee;
Held Attended
(n) Determining the exercise price under the Plan;
Mr. Som Mittal (Chairman) 3 3
Mr. V. K. Chopra 3 2 (o) Construing and interpreting the Plan and any
Mr. Ravindra Dhariwal 3 3 agreements defining the rights and obligations
of the Company and eligible employees under
The terms of reference of the Committee are as the Plan, and prescribing, amending and/or
under: rescinding rules and regulations relating to the
administration of the Plan;
(a)
Formulation of the criteria for determining
qualifications, positive attributes and (p)
Framing suitable policies, procedures and
independence of a director and recommend to systems to ensure that there is no violation of
the Board a policy, relating to the remuneration securities laws, as amended from time to time,
of the directors, key managerial personnel and including:
other employees;

a.
the Securities and Exchange Board of split and issue of duplicate/consolidated
India (Prohibition of Insider Trading) share certificates, compliance with all the
Regulations, 1992; and requirements related to shares, debentures
b.
the Securities and Exchange Board of and other securities from time to time; and
India (Prohibition of Fraudulent and Unfair (d) Overseeing the performance of the registrars
Trade Practices Relating to the Securities and transfer agents of our Company and to
Market) Regulations, 2003, by the trust, the recommend measures for overall improvement
Company and its employees, as applicable.” in the quality of investor services.
(q)
Performing such other activities as may be
delegated by the Board of Directors and/ Details of Investor complaints
or are statutorily prescribed under any law During the Financial Year ended on 31 March, 2020,
to be attended to by the Nomination and the Company not received complaint from investors
Remuneration Committee. relating to non-allotment/transfer of Shares. Details
of investor complaints received and resolved during
Stakeholders Relationship Committee the Financial Year are as follows:

The Chairman of the Committee is Mr. Som
Opening Balance Received Resolved Pending
Mittal, a Non-Executive Independent Director. The
Nil Nil Nil Nil
Committee comprises of the following Directors:
1. Mr. Som Mittal-Independent Director Corporate Social Responsibility Committee
2. Mr. Anil Tandon-Independent Director The Committee reconstituted on 11 July, 2016.

The Chairperson of the Committee is Mr. Anil
3. Mr. Rakesh Chahar- Executive Director Tandon a Non-Executive Independent Director. The
Committee comprises following Executive and Non-
The constitution and term of reference of the
Executive Independent Directors:-
Stakeholders Relationship Committee (SRC) meet
the requirements of Regulation 19 of the Listing 1. Mr. Anil Tandon-Independent Director
Regulations read with the relevant provisions of the 2. Mr. Ravindra Dhariwal-Independent Director
Companies Act, 2013.
3. Ms. Namita Gautam- Executive Director
Meetings and Attendance 4. Mr. Tushaar Gautam- Executive Director
Stakeholder Relationship Committee met 1 (one)
Meetings and Attendance
time during financial year 2019-20 ended on
31 March, 2020 on 4 May, 2019. Corporate Social Responsibility Committee met 1
(one) time during financial year 2019-20 ended on
Name of the Members No. of meetings
31 March, 2020 on 4 May, 2019.
Held Attended
Mr. Som Mittal (Chairman) 1 1 Name of the Members No. of meetings
Mr. Anil Tandon 1 1 Held Attended
Mr. Rakesh Chahar 1 1 Mr. Anil Tandon (Chairman) 1 1
Mr. Ravindra Dhariwal 1 1
The terms of reference of the Committee are as under: Mr. Tushaar Gautam 1 0
(a) Redressal of all security holders’ and investors’ Ms. Namita Gautam 1 1
grievances such as complaints related to
transfer of shares, including non receipt of The terms of reference of the Committee are as
share certificates and review of cases for under:
refusal of transfer/transmission of shares and 1. To formulate and recommend to the board, a
debentures, non-receipt of balance sheet, non- Corporate Social Responsibility Policy which
receipt of declared dividends, non-receipt of shall indicate the activities to be undertaken by
annual reports, etc. and assisting with quarterly the company as specified in Schedule VII of the
reporting of such complaints; Companies Act, 2013 and make any revisions
(b) Investigating complaints relating to allotment therein as and when decided by the Board;
of shares, approval of transfer or transmission 2.
To recommend the amount of expenditure
of shares, debentures or any other securities; to be incurred on the activities referred to in
(c)
Giving effect to all transfer/transmission of Policy of company on CSR, Schedule VII of the
shares and debentures, dematerialisation Companies Act, 2013 and rules made there
of shares and re-materialisation of shares, under and any amendment thereof ;

Statutory Reports
3. To monitor the Corporate Social Responsibility Committee Responsibilities and Authority
Policy of the company from time to time; and
The committee shall evaluate significant
4. To do such other acts, deeds and things as risk exposures of the company and assess
may be directed by the board and required to management’s actions to mitigate the exposures in
comply with the applicable laws.” a timely manner.
Risk Management Committee The committee will coordinate its activities with
The Committee constituted on 10 August, 2018. The the audit committee in instances where there is any
Chairperson of the Committee is Lt. Gen (Dr.) V. K. overlap with audit activities (e.g. internal or external
Ahluwalia (Chairman) a Non-Executive Independent audit issue relating to risk management policy or
Director. The Committee comprises following practice).
Executive and Non-Executive Independent Directors:-
The committee shall make reports to the board,
1.
Lt Gen (Dr.) V. K. Ahluwalia- Independent including with respect to risk management and
Director minimization procedures.
2. Mr. Rakesh Chahar- Executive Director
The board shall review the performance of the
3. Mr. Tushaar Gautam-Executive Director
committee.
Meetings and Attendance
The committee shall have access to any internal
Risk Management Committee met 1 (one) time
information of the company necessary to fulfil its
during financial year 2019-20 ended on 31 March,
oversight role. The committee shall also have the
2020 on 27 April, 2019.
authority to obtain advice and assistance from
Name of the Members No. of meetings internal or external experts /advisors.
Held Attended
Lt Gen (Dr.) Vijay Kumar 1 1 The role and responsibilities of the committee shall
Ahluwalia include such other items as may be prescribed
Mr. Rakesh Chahar 1 1 by applicable law or the board in compliance with
Mr. Tushaar Gautam 1 1 applicable law, from time to time.
General Body Meetings

Particulars of the last three Annual General Meetings and Extraordinary General Meeting are as follows:
Annual General Meeting
Year Date & Day Location Time Special Resolution

2018-19 15 July, 2019 Arya Auditorium, Desh Raj Complex, 10.30 AM No Special Resolution
C Block, East of Kailash,
New Delhi, 110065
New Delhi, 110065
New Delhi, 110065
Extraordinary General Meeting
Year Date & Day Location Time Special Resolution

2016-17 30 April, 2016 C-55, Preet Vihar, 11.00 AM 1. Conversion of Company from Private
Saturday Delhi-110092 Limited to Public Limited.
2.
Adoption of new set of Articles of
Associations.

Postal Ballot 3. Intimation to Stock Exchanges:
There was no any Special/Ordinary Resolutions passed
The Company intimates stock exchanges all
by the Company through Postal Ballot. information which in its opinion are material & of
relevance to the shareholders. The Company also
Means of Communication with Shareholders
submits electronically various compliance reports/
1. Financial Results statements periodically in accordance with the

The financial results of the Company are provisions of the Listing Regulations on NSE and
communicated to all the Stock Exchanges where BSE’s Electronic Filing Systems.
the Company’s equity shares are listed. The results
are published in ‘Financial Express’ in English and 4.
Teleconferences and Press conferences,
‘Jansatta’ in the vernacular language. Presentation etc.:
2. Website and email id for Investors
The Company held quarterly Investors
Detailed information on the Company’s business Teleconferences and Press Conferences for the
and products; quarterly and annual financial results, investors of the Company after the declaration
Investor brief and the quarterly distribution of of the Quarterly Results. The Company made
Shareholding are displayed on the Company’s presentations to institutional investors/analysts
website. The company has designated the email id during the period which are available on the
iquebal.ahmad@sheelafoam.com for its investors. Company’s website.
General Shareholder Information

(a) Annual General Meeting
Date & Day: 14 August, 2020, Friday
Time: 10.30 a.m.
Venue- E - Meeting, through video Conference (VC) or other Audio visual Means (OAVM).
(b) Financial Year: April to March
(c) Listing on Stock Exchange
The Company’s equity shares are listed at the following Stock Exchanges.
Name and Address of Stock Exchanges Stock Code
BSE Ltd. 540203
Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 023.
National Stock Exchange of India Ltd. SFL
Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra(E) Mumbai – 400 051
Market Price Data/Stock Performance: FY 2019-20 ended on 31 March, 2020

The Company is listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The high low price
during this period on the BSE and NSE was as under:-
Month Bombay Stock National Stock
Exchange (BSE) (in `) Exchange (NSE) (in `)
High Low High Low
April 2019 1,438 1,241 1,443 1,240
May 2019 1,360 1,156 1,364 1,196
June 2019 1,353 1,233 1,350 1,236
July 2019 1,360 1,225 1,355 1,225
August 2019 1,254 1,084 1,270 1,073
September 2019 1,345 1,173 1,350 1,174
October 2019 1,340 1,210 1,333 1,204
November 2019 1,398 1,210 1,374 1,220
December 2019 1,336 1,255 1,375 1,246
January 2020 1,505 1,277 1,500 1,260
February 2020 1,770 1,431 1,780 1,436
March 2020 1,700 1,101 1,694 1,152

Statutory Reports
Stock Performance Graph
Sheela Foam Share Price vis-a-vis NSE Nifty Sensex – Low Price
140
11175
-Prices (Indexed to 100)-
120
11549 11108 11625 10999 11802 11832 11929
10637 10670 11090 1436 7511
100
1246 1260
80 1240 1196 1236 1225 1204 1220 1152
1174
1073
60
40 Nifty
20 Sheela Foam share price at NSE
0
Apr-19
May-19
June-19
July-19
Aug-19
Sep-19
Oct-19
Nov-19
Dec-19
Jan-20
Feb-20
Mar-20
-Months-
Registrar and Share Transfer Agent generally has authority to approves and confirm the
Address: request for share transfer/ transmission/ transposition/
Link Intime India Private Limited consolidation/ issue of duplicate share certificates/
Noble Heights, First Floor,Plot NH2 sub-division, consolidation, remat, demat and perform
C-1 Block LSC, Near Savitri Market other related activities in accordance with the Listing
Janakpuri, New Delhi-110058 Agreement and SEBI (Depositories and Participants)
Tel No : +91 1141410592,93,94 Regulations, 1996.
E-mail id : delhi@linkintime.co.in
Except six shares all the shares of the company are
Website : www.linkintime.co.in
in dematerialised form. As per the requirement of
Regulation 40(9) of the Listing Regulations a certificate
Share Transfer System
on half yearly basis confirming due compliance of share
The Company’s share transfer authority has been transfer/transmission formalities by the Company from
delegated to the Company Secretary/ Registrar and Practicing Company Secretary has been submitted to
Transfer Agent M/s Link Intime India Private Limited who Stock Exchanges within stipulated time.
Distribution of Equity Shareholding as on 31 March, 2020

Group of Shares Number of Shareholders % to total Shareholders Number of Shares held % to Total Shares
1-500 9405 95.9596 526272 1.0789
501-1000 200 2.0406 135331 0.2774
1001-2000 83 0.8469 117215 0.2403
2001-3000 32 0.3265 81074 0.1662
3001-4000 13 0.1326 47531 0.0974
4001-5000 11 0.1122 48449 0.0993
5001- 10000 11 0.1122 78351 0.1606
10001 & above 46 0.04694 47748585 97.8799
Total 9801 100.0000 4,87,82,808 100.0000
Shareholding Pattern as on 31 March, 2020

Category Number of Shares held %-Issued Capital
Promoter and Prompter Group 36587087 75.0000
Mutual Funds 9534140 19.5441
Insurance Companies 55723 0.1142
Financial Institutions 2058 0.0042
Foreign Portfolio Investors(Corporate) 1413935 2.8985
Non Resident Indians 46312 0.0949
Non Resident (Non Repatriable) 42387 0.0869

Category Number of Shares held %-Issued Capital
Clearing Members 2970 0.0061
Other Bodies Corporate 123997 0.2542
Public 774909 1.5885
Hindu Undivided Family 31,223 0.0640
Alternate Investment Funds 167507 0.3434
Trusts 560 0.0011
Total 48,782,808 100
Dematerialisation of Shares & Liquidity

As on 31 March, 2020, all the equity share capital of the Company were held in dematerialised form except 6 shares.
The ISIN allotted in respect of equity shares of ` 5/- each of the Company by NSDL/CDSL is INE916U01025.
Plant Locations
Plot No - 51A, Udyog Vihar, N.H 8, Near Bhilad Check Post
Greater Noida - 201306 Village - Talwada - 396105
Dist. Gautam Budh Nagar (Uttar Pradesh) Taluka Umergoan Dist: Valsad (Gujarat)
Village - Habibpur, Noida Dadri Road Survey No. - 852, Medchal Industrial Area
Gautam budh Nagar - 201304 R.R. Dist - 501401 (Telagana)
Village Mardanpur, Near Shamboo MM-3, Phase - 4,
Teh. Rajpura, Dist. Patiala - 140401 (Punjab) Sipcot Industrial Growth Centre,
P.O. Palayam, Village: Perundurai,
Erode - 638052, Tamilnadu
Mainthapal, Nahan Road Kanchanjanga Intergrated Hub
Kalaamb, Dist. Sirmour, Himachal Pradesh-173030 P.O. Fatapukur, P.S. Rajganj,
Dist. Jalpaiguri. Pin - 735134 (West Bengal)
Survey No: 261/1/2/3,Saily 37/2, Site IV, Sahibabad Industrial Area, Ghaziabad,
Umarkui Road, Silvassa - 396 230 (D.&N.H.) Uttar Pradesh - 201010
Reconciliation of Share Capital Audit party transactions during the year have been provided in
As stipulated by SEBI, a qualified Practising Company Note to the financial statements.
Secretaries/ Chartered Accountants carries out
Reconciliation of Share Capital Audit to reconcile the Details of Non-Compliance by the Company, penalties,
total admitted capital with NSDL and CDSL and the total stricture imposed on the Company by the Stock
issued and listed capital. This audit is carried out every Exchanges, SEBI or any statutory authorities or any
quarter and the report thereon is submitted to the Stock matter related to capital markets.
Exchanges. The Audit confirms that the total listed and The Company has complied with all the requirements
paid-up capital is in agreement with the aggregate of of the Stock Exchanges/the Regulations and guidelines
the total number of shares in dematerialised form and in of SEBI and other Statutory Authorities on all matters
physical form. relating to capital markets. No penalties or strictures have
been imposed by SEBI, Stock Exchanges or any statutory
Disclosures of Accounting Treatment authorities on matters relating to capital markets during
In the financial statements for the year ended 31 March, the last three years.
2020, the Company has followed the treatment as
prescribed in the applicable Accounting Standards. Whistle Blower Policy and Affirmation that no personnel
has been denied access to the Audit Committee
Related Party Transactions The Company has established a vigil mechanism through
During the year there was no materially significant a Whistle Blower Policy for directors and employees to
related party transaction which may have potential report concerns about unethical behaviour, actual or
conflict with the interest of the Company. The Company suspected fraud or violation of the company’s code of
has formulated a Related Party Transaction policy conduct or ethics policy. The mechanism provides for
which has been uploaded on its website at http://www. adequate safeguards against victimisation of director(s)/
sheelafoam.com. Details of related party information employee(s) who express their concerns and also provides
and transactions are being placed before the Audit for direct access to the Chairman of the Audit Committee
Committee from time to time. The omnibus approval is in exceptional cases. During the year under review, no
also obtained from the Board. The details of the related personnel was denied access to the Audit Committee.

Statutory Reports
Code for prevention of Insider Trading for the financial year ended 31 March, 2020. A declaration
The Company has instituted code on prevention of to this effect signed by the Chairman & Managing Director
insider trading in compliance with the SEBI (Prohibition is given below:
of Insider Trading) Regulations. The Code lays down the
guidelines which advise on procedures to be followed To
and disclosures to be made, while dealing in shares The Shareholders of Sheela Foam Limited.
of the Company and the consequences of the non- Sub.: Compliance with Code of Conduct
compliances.
I hereby declare that all the Board Members and the Senior
Code of conduct for Directors and Senior Executives Management Personnel have affirmed compliance with
The Company has laid down a Code of Conduct for the Code of Conduct as adopted by the Board of Directors
all Board Members and the Senior Executives of the and applicable to them for the financial year ended 31
Company. The Code of conduct is available on the March, 2020.
Company’s website www.sheelafoam.com. The code
of conduct was circulated to all the members of the Date: 26 June, 2020 Rahul Gautam
Board and senior management personnel and they have Place: Noida Chairman and Managing Director
affirmed their compliance with the said code of conduct
MD/CFO Certification
The Managing Director & CFO have certified to the Board of Directors inter-alia, the accuracy of financial statements
and adequacy of internal controls for the financial reporting purpose as required under Regulation 17 (8) of Listing
Regulations for the year ended 31 March, 2020. The said certificate forms part of the Annual Report.
Details of compliance with mandatory requirements and adoption of the non-mandatory requirements
The details of mandatory requirements are mentioned in this Report. The Company is in compliance with the
requirements specified under Clause 49 of the Listing Agreements and regulations 17 to 27 and clauses (b) to (i) of
sub-regulation (2) of regulation 46 of the Listing Regulations, as applicable, with regard to corporate governance.
Further, as required under the SEBI Regulations, the Company has executed fresh Listing Agreements with BSE Limited
and National Stock Exchange of India Limited and has adopted Policy on Preservation of Documents, Archival Policy
and Policy for determination of Materiality.
Modified opinion(s) in audit report

The opinion expressed by the Auditor in the audit report on the financial statements for the year ended 31 March, 2020
is unmodified.
Compliance Certificate on Corporate Governance from the Auditor

The certificate dated 26 June, 2020 from the Statutory Auditors of the Company (M/s S. P. Chopra & Co.) confirming
compliance with the Corporate Governance requirements as stipulated under Listing Regulations is annexed hereto.
The above report has been adopted by the Board of Directors of the Company at their meeting held on 26 June, 2020.

CEO/CFO Certification
To
The Board of Directors
Sheela Foam Limited
Sub: CEO/CFO certification under Regulation 17 (8) of Listing Regulations
We, Rahul Gautam, Chairman and Managing Director, Dhruv Chandra Mathur, CFO certify to the Board that:
(a) We have reviewed financial statements and the cash flow statement for the year ended 31 March, 2020 and that
to the best of our knowledge and belief:
(i) These statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
(ii) These statements together present a true and fair view of the Company’s affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year
which are fraudulent, illegal or violate of the Company’s code of conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have
evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we
have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal
controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
(d) We have indicated to the Auditors and the Audit Committee:

(i ) That there were no significant changes in internal control over financial reporting during the year;
(ii) That there were no significant changes in accounting policies during the year and
(iii) That there were no instances of significant fraud, of which we have become aware and the involvement
therein, if any, of the management or an employee having a significant role in the Company’s internal control
system over financial reporting.
Rahul Gautam Dhruv Chandra Mathur

Chairman and Managing Director Chief Financial Officer
Place: Noida
Date: 26 June, 2020

Statutory Reports
Independent Auditor’s Certificate on Corporate Governance
Independent Auditor’s Certificate on compliance with the conditions of Corporate Governance as per provisions
of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended
To,
The Members of Sheela Foam Limited,
1. The Corporate Governance Report prepared by Sheela Foam Limited (hereinafter the “Company”), contains details
as specified in regulations 17 to 27, clauses (b) to (i) of sub – regulation (2) of regulation 46 and para C, D, and E
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended (“the Listing Regulations”) (‘Applicable criteria’) for the year ended 31st March,
2020 as required by the Company for annual submission to the Stock exchange. This certificate is required by the
Company for annual submission to the Stock exchange and to be sent to the Shareholders of the Company.
Management’s Responsibility
2. The preparation of the Corporate Governance Report is the responsibility of the Management of the Company
including the preparation and maintenance of all relevant supporting records and documents. This responsibility
also includes the design, implementation and maintenance of operating effectiveness of internal control relevant
to the preparation and presentation of the Corporate Governance Report.
3. The Management along with the Board of Directors are also responsible for ensuring that the Company complies
with the conditions of Corporate Governance as stipulated in the Listing Regulations, issued by the Securities and
Exchange Board of India.
Auditor’s Responsibility
4. Pursuant to the requirements of the Listing Regulations, it is our responsibility to provide a reasonable assurance
in the form of an opinion as to whether the Company has complied with the specific requirements of the Listing
Regulations referred to in paragraph 3 above.
5. We have examined the relevant records of the Company in accordance with the Guidance Note on Reports or
Certificates for Special Purposes and the Guidance Note on Certification of Corporate Governance, both issued by
the Institute of Chartered Accountants of India (“ICAI”). The Guidance Note on Reports or Certificates for Special
Purposes requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of
Chartered Accountants of India.
6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality
Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and
Related Services Engagements.
7. The procedures selected depend on the auditor’s judgement, including the assessment of the risks associated
in compliance of the Corporate Governance Report with the applicable criteria. Summary of key procedures
performed include:
i. Reading and understanding of the information prepared by the Company and included in its Corporate
Governance Report;
ii. Obtained and verified that the composition of the Board of Directors w.r.t executive and non-executive
directors has been met throughout the year;
iii. Obtained and read the minutes of the following committee meetings held during 01st April, 2019 to 31st
March, 2020:
(a) Board of Directors;
(b) Audit Committee;
(c) Annual General;
(d) Nomination and Remuneration Committee;

(e) Stakeholders Relationship Committee;
(f) Corporate Social Responsibility Committee; and
(g) Risk Management Committee.
iii. Performed necessary inquiries with the management and also obtained necessary specific representations
from management.
The above-mentioned procedures include examining evidence supporting the particulars in the Corporate
Governance Report on a test basis. Further, our scope of work under this certificate did not involve us
performing audit tests for the purposes of expressing an opinion on the fairness or accuracy of any of the
financial information or the financial statements of the Company taken as a whole.
Opinion
8. Based on the procedures performed by us as referred in paragraph 7 above, and to the best of our information and
explanations provided to us, we are of the opinion that the Company has complied, in all material aspects, with
the conditions of Corporate Governance as stipulated in the Listing Regulations during the year ended 31st March,
2020.
Restriction on Use
9. This certificate is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the management has conducted the affairs of the Company.
10. This certificate is addressed to and provided to the members of the Company solely for the purpose of enabling
it to comply with its obligations under the Listing Regulations with reference to compliance with the relevant
regulations of Corporate Governance and should not be used by any other person or for any other purpose.
Accordingly, we do not accept or assume any liability or any duty of care or for any other purpose or to any other
party to whom it is shown or into whose hands it may come without our prior consent in writing. We have no
responsibility to update this certificate for events and circumstances occurring after the date of this certificate.
For S.P. Chopra & Co.

Chartered Accountants
Firm Registration No. 000346N
(Sanjiv Gupta)
Partner
Place : Noida M. No. 083364
Dated : 26 June, 2020 UDIN: 20083364AAAAAH1985

Statutory Reports
Annexure-C
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2)
of the Companies (Accounts) Rules, 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred
to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third
proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm’s length basis.

None; During the reporting period, all transactions were at Arms’s length basis.
SL. Particulars Details
No.
1 Name (s) of the related party & nature of relationship NA
2 Nature of contracts/arrangements/transaction NA
3 Duration of the contracts/arrangements/transaction NA
4 Salient terms of the contracts or arrangements or transaction including the NA
value, if any
5 Justification for entering into such contracts or arrangements or transactions’ NA
6 Date of approval by the Board NA
7 Amount paid as advances, if any NA
8 Date on which the special resolution was passed in General meeting as NA
required under first proviso to section 188
During the reporting period all other transactions are on arm’s length basis.
2. Details of material contracts or arrangement or transactions at arm’s length basis –

NONE; DURING THE REPORTING PERIOD, THERE WAS NO MATERIAL* CONTRACT OR ARRANGEMENT.
(*As defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and adopted by the
Boardof Directors in the Related Party Transactions Policy of the Company, “Material Related Party Transaction”
means a transaction with a related party if the transaction / transactions to be entered into individually or taken
together with previous transactions during a financial year, exceeds 10% of the annual consolidated turnover of
the company as per the last audited financial statements of the Company.)
(a) Name(s) of the related party and nature of relationship: NA
(b) Nature of contracts / arrangements / transactions: NA
(c) Duration of the contracts / arrangements / transactions: NA
(d) Salient terms of the contracts or arrangements or transactions including the value, if any: NA
(e) Date(s) of approval by the Board, if any: NA
(f) Amount paid as advances, if any: NA

Annexure-D
SECRETARIAL AUDIT REPORT
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2020
To,
The Members
Sheela Foam Limited
C-55, Preet Vihar,
Vikas Marg,
Delhi-110092
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to
good corporate practices by Sheela Foam Limited (hereinafter called the “Company”). Secretarial Audit was conducted
in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records
maintained by the Company (as listed in Annexure A) and also the information provided by the Company, its officers,
agents and authorised representatives during the conduct of secretarial audit.
We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on
31 March, 2020, complied with the laws listed hereunder and also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.
We have examined the books, papers, minute books, forms and returns filed and other records maintained by Sheela
Foam Limited for the financial year ended on 31 March, 2020 according to the provisions of:
a. The Companies Act, 2013 (the Act) and the rules made thereunder;
b. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
c. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
d. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign
Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
e.
The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
-
The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
- The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
- The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
- The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999;
- The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
- The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,
1993 regarding the Companies Act and dealing with client;
- The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and
- The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
f. Other sector specific laws like the Petroleum Act, 1934 (“Petroleum Act”) and Petroleum Rules, 2002 (“Petroleum
Rules”); Legal Metrology Act, 2009, The Legal Metrology(Packaged Commodities) Rule 2011Consumer Protection

Statutory Reports
Act, 1986; Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (“Hazardous
Wastes Rules”) and Environmental laws and regulations and other laws applicable to manufacturing companies.
g. Labour laws and other incidental laws related to labour and employees appointed by the Company either on its
payroll or on contractual basis as related to wages, gratuity, provident fund, ESIC, compensation and Labour laws
of the respective States where the Company operates.
The Listing Agreements entered into by the Company with the Bombay Stock Exchange (BSE) and the National Stock
Exchange (NSE).
We have also examined compliance with the applicable clauses of the following:
i) Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).
ii) Securities Exchange Board of India (Listing Obligation and Disclosure Requirements)Regulation, 2015
During the period under review, the Company has complied with the provisions of the Acts, Rules, Regulations,
Guidelines, Standards, etc. mentioned above.
We further report that:-

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive
Directors, Independent Directors and a Woman Director. The changes in the composition of the Board of Directors that
took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice were given to all the Directors to schedule the Board Meetings, agenda and detailed notes on agenda
were sent at least seven days in advance, and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Decisions of the Board were carried out unanimously and Minutes of the meetings are recorded properly.
We further report thatthere are adequate systems and processes in the Company commensurate with the size and
operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that:-

1. The Company complies with the provisions of section 149 of the Companies Act, 2013, and rules thereunder; The
Company has a Woman Director and Six Independent Directors(Including One Independent Woman Director) on
the Board.
2. The Committees of the Board, met to transact businesses as under during the year:-
a) Audit Committee – 4 times
b) Corporate Social Responsibility Committee – 1 time
c) Nomination and Remuneration Committee – 3 times
d) Stakeholders Relationship Committee – 1 time
e) Risk Management Committee – 1 time
3. All regulatory reporting, including but not limited to the filing due with the stock exchanges listed SEBI, Reserve
Bank of India (RBI) and the Ministry of Corporate Affairs (MCA) was done regularly.
4. The foreign investment in the Company is within the Foreign Direct Investment (FDI) sectoral cap.
Our report is to be read along with the representations disclosed in Annexure B.
For AVA Associates
S/d
Amitabh
Partner
Place: Delhi ACS: 14190
Date: 26 June, 2020 CP: 5500

Annexure A- List of Documents Verified
1. Memorandum & Articles of Association of the Company.

2. Annual Reports of the Company.
3. Minutes of the meetings of the Board of Directors and the committees thereof (along with Attendance Register)
held during the financial year under report.
4. Minutes of General Body Meetings held during the financial year under report.
5. Statutory Registers under the Companies Act, 2013.
6. Agenda papers submitted to all the directors / members for the Board Meetings and Committee Meetings.
7. Declarations received from the Directors of the Company pursuant to the provisions of section 184 of the
8. E-Forms and documents filed by the Company, from time-to-time, under applicable provisions of Companies Act,
2013 and listing agreement and securities regulation laws along with the attachments thereof during the financial
year under report.
9. Registers and returns maintained under various applicable labour laws.
10. Other State specific laws.
11. Intimations / documents / reports / returns filed/ under the provisions of sectoral laws related to manufacturing
of PU Foam and other products during the financial year under report.
12. Filings made with Reserve Bank of India under the Foreign Direct Investment Guidelines.
Annexure B- Responsibility Statement
To,
The Members
Sheela Foam Limited
C-55, Preet Vihar,
Vikas Marg,
Delhi-110092
Our report is to be read along with the following:

Maintenance of Secretarial records is the responsibility of the management of the Company. Our responsibility is to
express an opinion on the secretarial records based on our audit.
We have followed the audit practices and processes as were appropriate to obtain responsible assurance about the correctness
of the contents of secretarial records. The verification was done on test basis to ensure that correct facts are reflected in
secretarial records. We believe that the processes and practices, we follow provide a responsible basis for our opinion.
We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
Wherever required, we have obtained the management representation about the compliance of laws, rules and
regulations and happening of events, etc.
The compliance of the provision of corporate and other applicable laws, rules, regulations, standards is the responsibility
of management. Our examination was limited to verification of procedures on test basis.
The secretarial audit report is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
For AVA Associates

Company Secretaries
S/d
Amitabh
Place: Delhi Partner
Date: 26 June, 2020 CP: 5500

Statutory Reports
Annexure-E
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITIES (CSR)
ACTIVITIES FOR THE YEAR 2019-20:
1. A brief outline of the Company’s CSR policy, The company is committed to society for improving quality of
including overview of projects or programs life of people living in under privileged area especially those
proposed to be undertaken and a reference to from socially and economically backward areas. Company’s
the web-link to the CSR policy and projects or CSR efforts shall focus on Education, Employability and
programs. Health for relevant target groups, ensuring
diversity and giving preference to needy and deserving people
inhabiting in rural India. The Company has adopted Corporate
Social Responsibility (CSR) Policy. The policy has been
uploaded on the website of the Company www.sheelafoam.
com. The various programme includes Education, Swach
Bharat, community, rural development and all the Government
Notified Fund. The Company has a CSR arm, Sleepwell
Foundation(Trust). It has been promoting education, skill
development, wellness, cleanliness, since 2001.
During the year under review the CSR initiatives have been
made mainly in the area of education, healthcare, sanitation
and eradicating hunger, poverty and malnutrition.
2. The Composition of the CSR Committee Committee comprising three Directors:

1. Mr. Anil Tandon- Chairman
2. Ms. Namita Gautam- Member
3. Mr. Ravindra Dhariwal-Member
4. Mr. Tushaar Gautam-Member
3. Average net profit of the Company for last ` 16944.29 Lakhs

three financial years.
4. Prescribed CSR Expenditure (two per cent. of ` 338.89 Lakhs

the amount as in item 3 above)
6. Details of CSR spent during the financial year

2019-20:
1. Total amount to be spent for the financial ` 344.00 Lakhs
year 2019-20.
NIL
2. Amount unspent, if any

2. Manner in which the amount spent during the financial year2019-20 is detailed below.
(` in Lakhs)
1 2 3 4 5 6 7 8
Sl. CSR project Sector in Projects or Amount Amount Cumulative Amount
No or activity which the programs outlay spent on the expenditure spent: Direct
Identified Project is (budget) projects or upto to the or through
Covered project or Programs reporting implementing
Program Subheads: period Agency
Wise
(1) Local area or (1)Direct
other expenditure
on projects
or Programs.
(2) Specify (2) Overheads:
the State and
districts where
projects or
programs was
undertaken
1. Education/Skill Promoting Delhi and Uttar Through,
Development Education Pradesh 331.25 331.25 331.25 Sleepwell
including Foundation
employment (Trust)
enhancing
vocational skills,
conducting
wellness
awareness
programme,
contributing
sanitation
programme
2. Education/Skill Promoting Aligarh, Uttar 8.75 8.75 8.75 Through Pt.
Development Education Pradesh Mohan Lal
including Gautam Trust
employment
enhancing
vocational skills
3. Others Eradicating Uttar Pradesh 4.00 4.00 4.00 Through
hunger, poverty company
and malnutrition,
promoting
preventive
healthcare and
sanitation
Amount unspent: Nil

Statutory Reports
Annexure-F
Particulars of Employees
Particulars of Employees Pursuant to Section 197(12) of the Companies Act, 2013 Read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
i) The percentage increase in remuneration of each Director, the CFO and the CS during the Financial Year 2020,
ratio of remuneration of each Director to the median remuneration of the employees of the Company for the
Financial Year 2020.
ii)
Name and Designation Remuneration for % increase of Ratio of remuneration
Financial Year 2020 remuneration in the to Median Remuneration
(` in Lakhs) Financial Year 2020
Executive Director
Mr. Rahul Gautam 355.52 20.95% 168
Managing Director
Ms. Namita Gautam 190.68 19.94% 90
Wholetime Director
Mr. Rakesh Chahar 188.30 20.16% 89
Wholetime Director
Mr. Tushaar Gautam 197.73 19.34% 93
Wholetime Director
Non Executive Independent Director
Mr. Vijay Kumar Chopra 18.5 NA 9
Non Executive Independent
Director
Mr. Som Mittal 24.5 NA 11
Director
Mr. Ravindra Dhariwal 23.5 NA 11
Director
Mr. Anil Tandon 20.5 NA 10
Director
Lt Gen (Dr.) Vijay Kumar Ahluwalia 19.5 NA 9
Director
Ms. Meena Jagtiani 6.5 NA 3
Director
Key Managerial Personnel
Mr. Dhruv Chandra Mathur Chief 31.28 NA 38
Financial Officer *
Mr. Pankaj Garg** 51.76 NA 40
Chief Financial Officer
Mr. Md Iquebal Ahmad 16.36 12.52 8
Company Secretary
*Mr. Dhruv Chandra Mathur appointed as CFO w.e.f 11 November, 2019.
**Mr. Pankaj Garg ceased the office of CFO on 11 November, 2019.

Note:
(i) he remuneration of the non-executive Independent directors includes sitting fees for attending Board/Committee
T
meetings and since they were appointed during the mid of the last financial year or this Financial Years there is no
comparison for % increase in remuneration.
(ii) The employee and the salary details hereinafter provided are for employees excluding trainees.
(iii) The median remuneration of employees during the financial year was ` 2.12 Lakhs.
(iv) In the financial year, there was an increase of 8 % in the median remuneration of employees.
(v) Number of permanent employees on the role of the Company as on 31.03.2020 is 2189
(vi) The remuneration is as per the remuneration policy of the company.
Particulars of Employees Pursuant to Section 197(12) of the Companies Act, 2013 Read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
Name and Designation Remuneration for Experience Educational Previous employment

FY 19 (` in Lakhs) (in years) Qualification and designation
Dr. Mahesh N 106.56 21 PhD Manali Petrochemical
Gopalasamudram (COO)

Statutory Reports
Annexure-G
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
As on the financial year ended on 31 March, 2020
[Pursuant to section 92(3)of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
I. REGISTRATIONANDOTHERDETAILS:
i) CIN L74899DL1971PLC005679
ii) Registration Date 18.06.1971
iii) Name of the Company Sheela Foam Limited
iv) Category/Sub-Category of the Company Company Limited by Share
v) Address of the Registered office and contact details C-55, Preet Vihar, Vikas Marg, Delhi-110092
Phone-011-22026875-76
vi) Whether listed company: Yes
vii)
Name, Address and Contact details of Registrar Link Intime India Private Limited
and Transfer Agent, if any: 44, Community Centre, 2nd Floor,
Naraina Industrial Area
New Delhi-110028
II. PRINCIPALBUSINESSACTIVITIESOFTHECOMPANY
All the business activities contributing 10% or more of the total turnover of the company shall be stated:-
Sl. Name and Description of main NIC Code of the Product/ % total turn over of
No. products/ services service the company
1 PU Foam Sheets/ Mattresses/rolls/ 31005 99.99
bolster/pillows
III. PARTICULARSOFHOLDING,SUBSIDIARYANDASSOCIATE COMPANIES:

Sl. Name and Address CIN Holding / % of Applicable
No. of the Company Subsidiary / shares Section
Associate
1 Joyce Foam Pty Ltd NA Subsidiary 100 2(87)
5-9 Bridge Road, Moorebank,
NSW 2170
2 Joyce WC NSW Pty Ltd NA Stepdown 100 2(87)
5-9 Bridge Road, Moorebank, Subsidiary
NSW 2170
3 Divya Software Solutions Private Limted U72200DL2010PTC201680 Subsidiary 100 2(87)
C-55, Preet Vihar, Vikas Marg,
Delhi-110092
4 Sleepwell Enterprises Pvt Ltd U74899DL1994PTC062005 Subsidiary 100 2(87)
C-55, Preet Vihar, Vikas Marg,
Delhi-110092
5 StaqoWorld Pvt Ltd U72900DL2019PTC356597 Subsidiary 100 2(87)
603,Ashadeep 9 Hailey Road New Delhi
Delhi-110001
6 International Foam Technologies Spain NA Subsidiary 100 2(87)
7 Interplasp S.L, Spain NA Stepdown 100 2(87)
Subsidiary
8 SleepX US Inc NA Subsidiary 100 2(87)

IV. Share Holding Pattern (Equity Share Capital Breakup as Percentage of total Equity
P-64
(i) Category wise Shareholding
Sl. Category of Shareholders Shareholding at the beginning of the year - 2019 Shareholding at the end of the year – 2020 % Change
No Demat Physical Total % of Demat Physical Total % of during
Total Shares Total Shares the year
(A) Shareholding of Promoter and

Promoter Group
[1] Indian
(a) Individuals / Hindu Undivided Family 30011678 0 30011678 61.5210 30011678 0 30011678 61.5210 0
Sheela Foam Limited

(b) Central Government / State Government(s) 0 0 0 0 0 0 0 0 0
(c) Financial Institutions / Banks 0 0 0 0 0 0 0 0 0
(d) Any Other (Specify)
Bodies Corporate 6575409 0 6575409 13.4789 6575409 0 6575409 13.4789 0
Sub Total (A)(1) 36587087 0 36587087 75.0000 36587087 0 36587087 75.0000 0
[2] Foreign
(a) Individuals (Non-Resident Individuals / 0 0 0 0 0 0 0 0 0
Foreign Individuals)
(b) Government 0 0 0 0 0 0 0 0 0
(c) Institutions 0 0 0 0 0 0 0 0 0
(d) Foreign Portfolio Investor 0 0 0 0 0 0 0 0 0
(e) Any Other (Specify)
Sub Total (A)(2) 0 0 0 0 0 0 0 0 0
Total Shareholding of Promoter and 36587087 0 36587087 75.0000 36587087 0 36587087 75.0000 0
Promoter Group(A)=(A)(1)+(A)(2)
(B) Public Shareholding
[1] Institutions
(a) Mutual Funds / UTI 8279199 0 8279199 16.9716 9534140 0 9534140 19.5441 2.5725
(b) Venture Capital Funds 0 0 0 0 0 0 0 0 0
(c) Alternate Investment Funds 39081 0 39081 0.0801 167507 0 167507 0.3434 0.2633
(d) Foreign Venture Capital Investors 0 0 0 0 0 0 0 0 0
(e) Foreign Portfolio Investor 1492604 0 1492604 3.0597 1413935 0 1413935 2.8984 -0.1613
(f) Financial Institutions / Banks 2380 0 2380 0.0049 2058 0 2058 0.0042 -0.0007
(g) Insurance Companies 0 0 0 0 55723 0 55723 0.1142 0.1142
(h) Provident Funds/ Pension Funds 0 0 0 0 0 0 0 0 0
(i) Any Other (Specify)
Sub Total (B)(1) 9813264 0 9813264 20.1162 11173363 0 11173363 22.9043 2.7881
Sl. Category of Shareholders Shareholding at the beginning of the year - 2019 Shareholding at the end of the year – 2020 % Change
No Demat Physical Total % of Demat Physical Total % of during
Total Shares Total Shares the year
[2] Central Government/ State Government(s)/

President of India
Sub Total (B)(2) 0 0 0 0 0 0 0 0 0
Corporate Overview
[3] Non-Institutions
(a) Individuals
(i) Individual shareholders holding nominal share 545915 2 545917 1.1191 774903 6 774909 1.5885 0.4694
capital upto ` 2lakh.
(ii) Individual shareholders holding nominal share 0 0 0 0 0 0 0 0 0
capital in excess of ` 2lakh
(b) NBFCs registered with RBI 100 0 100 0.0002 0 0 0 0 -0.0002
Statutory Reports
(d) Overseas Depositories(holding D `) 0 0 0 0 0 0 0 0 0

(balancing figure)
(e) Any Other (Specify)
Trusts 470 0 470 0.0010 560 0 560 0.0011 0.0001
Hindu Undivided Family 21537 0 21537 0.0441 31223 0 31223 0.0640 0.0199
Non Resident Indians (Non Repat) 25239 0 25239 0.0517 42387 0 42387 0.0869 0.0352
Financial Statements
Non Resident Indians (Repat) 29241 0 29241 0.0599 46312 0 46312 0.0949 0.0350
Clearing Member 663397 0 663397 1.3599 2970 0 2970 0.0061 -1.3538
Bodies Corporate 1096556 0 1096556 2.2478 123997 0 123997 0.2542 -1.9936
Sub Total (B)(3) 2382455 2 2382457 4.8838 1022352 6 1022358 2.0957 -2.7881
Total Public Shareholding(B)=(B) 12195719 2 12195721 25.0000 12195715 6 12195721 25.0000 0
(1)+(B)(2)+(B)(3)
Total (A)+(B) 48782806 2 48782808 100.0000 48782802 6 48782808 100.0000 0
(C) Non Promoter - Non Public
[1] Custodian/DR Holder 0 0 0 0 0 0 0 0 0
[2] Employee Benefit Trust (under SEBI (Share 0 0 0 0 0 0 0 0 0
based Employee Benefit) Regulations, 2014)
Total (A)+(B)+(C) 48782806 2 48782808 100.0000 48782802 6 48782808 100.0000 0

P-65
(ii) Shareholding of Promoter (Including Promoter Group)
P-66
Sl. No. Shareholder's Name Shareholding at the beginning of the year - 2019 Shareholding at the end of the year - 2020 % change in
NO. OF SHARES % of total Shares % of Shares NO. OF SHARES % of total Shares % of Shares shareholding
HELD of the company Pledged / HELD of the company Pledged/ during the year
encumbered to encumbered to
total shares total shares
1 SHEELA GAUTAM 17561880 36.0001 0 0 36.0001
2 RAHUL GAUTAM 6209485 12.7288 0 6209485 12.7288 0 0
3 RANGOLI RESORTS P LTD 6563391 13.4543 0 6563391 13.4543 0 0
4 NAMITA GAUTAM 5715879 11.7170 0 5715879 11.7170 0 0
Sheela Foam Limited

5 TUSHAAR GAUTAM 524434 1.0750 0 18086314 37.0752 0 36.0001
6 CORE MOULDINGS PRIVATE LTD 12018 0.0246 0 12018 0.0246 0 0
Total 36587087 75.0000 0 36587087 75.0000 0 0
(iii) Change in Promoters’ Shareholding (Please specify if there is no change)

Sl. No. Shareholding at the beginning of the year - 2019 Transactions during the year Cumulative Shareholding at the end of the year – 2020
Name & Type of Transaction NO.OF SHARES HELD % OF TOTAL SHARES DATE OF NO. OF NO OF SHARES HELD % OF TOTAL SHARES
OF THE COMPANY TRANSACTION SHARES OF THE COMPANY
1 SHEELA GAUTAM 17561880 36.0001 0 -36.0001
Transfer 21 June, 2019 (17561880) 0 0
At the end of the Year 0 0
2 RANGOLI RESORTS P LTD 6563391 13.4543 6563391 13.4543
At the end of the Year 6563391 13.4543
3 RAHUL GAUTAM 6209485 12.7288 6209485 12.7288
4 NAMITA GAUTAM 5715879 11.7170 5715879 11.7170
5 TUSHAAR GAUTAM 524434 1.0750 524434 1.0750
Transfer 29 June, 2019 17561880 18086314 37.0752
18086314 37.0752
6 CORE MOULDINGS PRIVATE LTD 12018 0.0246 12018 0.0246
Note:
1. Paid up Share Capital of the Company (Face Value ` 5.00) at the end of the year is 48782808 Shares.
2. The details of holding has been clubbed based on PAN.
3. % of total Shares of the Company is based on the paid up Capital of the Company at the end of the Year.
Statutory Reports
(iv) Shareholding Pattern of Top Ten Shareholders

Sl. Shareholding at the Transactions Cumulative Shareholding at the
No. beginning of the year - 2019 during the year end of the year – 2020
Name & Type of No.of % of Total Date of No. of No of % of Total
Transaction Shares Held Shares of Transaction Shares Shares Held Shares of
The Company The Company
1 SBI MAGNUM 4726138 9.6881 4726138 9.6881
MIDCAP FUND
Transfer 02 Aug 2019 6000 4732138 9.7004
Transfer 16 Aug 2019 (30000) 4702138 9.6389
Transfer 14 Feb 2020 (14500) 4687638 9.6092
Transfer 20 Mar 2020 (3900) 4683738 9.6012
Transfer 27 Mar 2020 (1987) 4681751 9.5971
Transfer 31 Mar 2020 (4) 4681747 9.5971
At the end of the year 4681747 9.5971
2 DSP MIDCAP Fund 1355000 2.7776 1355000 2.7776
Transfer 17 May 2019 200000 1555000 3.1876
3 Kotak Emerging 354006 0.7257 354006 0.7257
Equity Scheme
Transfer 05 Apr 2019 164932 518938 1.0638
Transfer 12 Apr 2019 10723 529661 1.0858
Transfer 19 Apr 2019 4251 533912 1.0945
Transfer 26 Apr 2019 2290 536202 1.0992
Transfer 03 May 2019 32610 568812 1.1660
Transfer 10 May 2019 66435 635247 1.3022
Transfer 17 May 2019 99809 735056 1.5068
Transfer 24 May 2019 38975 774031 1.5867
Transfer 31 May 2019 39644 813675 1.6680
Transfer 07 Jun 2019 2729 816404 1.6735
Transfer 21 Jun 2019 827 817231 1.6752
Transfer 05 Jul 2019 22501 839732 1.7214
Transfer 12 Jul 2019 26 839758 1.7214
Transfer 19 Jul 2019 25000 864758 1.7727
Transfer 26 Jul 2019 4012 868770 1.7809
Transfer 02 Aug 2019 20000 888770 1.8219
Transfer 09 Aug 2019 424 889194 1.8228
Transfer 23 Aug 2019 37005 926199 1.8986
Transfer 30 Aug 2019 3746 929945 1.9063
Transfer 20 Sep 2019 4467 934412 1.9155
Transfer 27 Sep 2019 2021 936433 1.9196
Transfer 30 Sep 2019 15000 951433 1.9503
Transfer 04 Oct 2019 9258 960691 1.9693
Transfer 11 Oct 2019 9103 969794 1.9880
Transfer 18 Oct 2019 8000 977794 2.0044
Transfer 08 Nov 2019 44206 1022000 2.0950
Transfer 15 Nov 2019 43683 1065683 2.1845
Transfer 22 Nov 2019 15608 1081291 2.2165
Transfer 29 Nov 2019 28459 1109750 2.2749
Transfer 06 Dec 2019 32554 1142304 2.3416
Transfer 13 Dec 2019 102853 1245157 2.5525
Transfer 20 Dec 2019 50000 1295157 2.6549
Transfer 31 Dec 2019 15000 1310157 2.6857
Transfer 03 Jan 2020 11664 1321821 2.7096
Transfer 10 Jan 2020 14589 1336410 2.7395
Transfer 17 Jan 2020 17517 1353927 2.7754
Transfer 24 Jan 2020 4436 1358363 2.7845
Transfer 31 Jan 2020 19192 1377555 2.8239

Transfer 07 Feb 2020 5859 1383414 2.8359
Transfer 14 Feb 2020 17389 1400803 2.8715
Transfer 28 Feb 2020 24796 1425599 2.9223
Transfer 06 Mar 2020 13853 1439452 2.9507
Transfer 13 Mar 2020 14540 1453992 2.9805
Transfer 20 Mar 2020 25232 1479224 3.0323
Transfer 27 Mar 2020 9466 1488690 3.0517
4 UTI - Equity Fund 1278263 2.6203 1278263 2.6203
Transfer 05 Apr 2019 10000 1288263 2.6408
Transfer 26 Apr 2019 2428 1290691 2.6458
Transfer 31 May 2019 2500 1293191 2.6509
Transfer 29 Jun 2019 680 1293871 2.6523
Transfer 05 Jul 2019 2500 1296371 2.6574
Transfer 12 Jul 2019 6675 1303046 2.6711
Transfer 19 Jul 2019 1412 1304458 2.6740
Transfer 02 Aug 2019 5000 1309458 2.6843
Transfer 23 Aug 2019 1000 1310458 2.6863
Transfer 25 Oct 2019 (5000) 1305458 2.6761
Transfer 08 Nov 2019 5000 1310458 2.6863
Transfer 24 Jan 2020 1913 1312371 2.6902
Transfer 31 Jan 2020 (13000) 1299371 2.6636
Transfer 14 Feb 2020 (12207) 1287164 2.6386
Transfer 21 Feb 2020 (3500) 1283664 2.6314
Transfer 13 Mar 2020 2500 1286164 2.6365
Transfer 20 Mar 2020 14850 1301014 2.6670
Transfer 27 Mar 2020 9591 1310605 2.6866
Transfer 31 Mar 2020 (302) 1310303 2.6860
5 Reliance Capital 403205 0.8265 403205 0.8265
Trustee Co Ltd-A/C
Nippon India Small
Cap Fund
Transfer 05 Apr 2019 34644 437849 0.8975
Transfer 10 May 2019 (7469) 430380 0.8822
Transfer 22 Nov 2019 88006 518386 1.0626
Transfer 10 Jan 2020 (19509) 498877 1.0226
Transfer 31 Jan 2020 (15135) 483742 0.9916
6 Goldman Sachs 490850 1.0062 490850 1.0062
India Limited
Transfer 13 Dec 2019 (1270) 489580 1.0036
Transfer 20 Dec 2019 (17459) 472121 0.9678
Transfer 28 Feb 2020 (10279) 461842 0.9467
Transfer 06 Mar 2020 (6671) 455171 0.9331
Transfer 13 Mar 2020 (2866) 452305 0.9272
Transfer 20 Mar 2020 (9904) 442401 0.9069
Transfer 27 Mar 2020 (1556) 440845 0.9037
7 Kuwait Investment 190526 0.3906 190526 0.3906
Authority Fund 225
Transfer 05 Apr 2019 168329 358855 0.7356
Transfer 13 Dec 2019 (72766) 286089 0.5865
Transfer 20 Dec 2019 (25409) 260680 0.5344
Transfer 14 Feb 2020 (383) 260297 0.5336

Statutory Reports

8 Uti India Dynamic 100346 0.2057 100346 0.2057
Equity Fund
Transfer 26 Apr 2019 2420 102766 0.2107
Transfer 03 May 2019 6000 108766 0.2230
Transfer 21 Jun 2019 501 109267 0.2240
Transfer 29 Jun 2019 5371 114638 0.2350
Transfer 05 Jul 2019 5600 120238 0.2465
Transfer 12 Jul 2019 2500 122738 0.2516
Transfer 19 Jul 2019 3099 125837 0.2580
Transfer 26 Jul 2019 1808 127645 0.2617
Transfer 02 Aug 2019 5000 132645 0.2719
Transfer 23 Aug 2019 626 133271 0.2732
Transfer 30 Aug 2019 1000 134271 0.2752
Transfer 06 Sep 2019 7500 141771 0.2906
Transfer 13 Sep 2019 2233 144004 0.2952
Transfer 27 Sep 2019 6000 150004 0.3075
Transfer 04 Oct 2019 3000 153004 0.3136
Transfer 25 Oct 2019 6500 159504 0.3270
Transfer 15 Nov 2019 1000 160504 0.3290
Transfer 22 Nov 2019 200 160704 0.3294
Transfer 29 Nov 2019 2500 163204 0.3346
Transfer 06 Dec 2019 2500 165704 0.3397
Transfer 20 Dec 2019 2250 167954 0.3443
Transfer 24 Jan 2020 1000 168954 0.3463
Transfer 31 Jan 2020 13000 181954 0.3730
Transfer 07 Feb 2020 2075 184029 0.3772
Transfer 14 Feb 2020 6708 190737 0.3910
Transfer 13 Mar 2020 2000 192737 0.3951
Transfer 20 Mar 2020 (5000) 187737 0.3848
Transfer 27 Mar 2020 1660 189397 0.3882
9 Coupland Cardiff 152838 0.3133 152838 0.3133
Funds Plc-Cc Asian
Evolution Fund
Transfer 07 Feb 2020 (9233) 143605 0.2944
Transfer 14 Feb 2020 (826) 142779 0.2927
Transfer 28 Feb 2020 (8141) 134638 0.2760
Transfer 06 Mar 2020 (486) 134152 0.2750
Transfer 13 Mar 2020 (4839) 129313 0.2651
Transfer 20 Mar 2020 (1087) 128226 0.2629
Transfer 31 Mar 2020 (919) 127307 0.2610
10 Shinsei Uti India 127892 0.2622 127892 0.2622
Fund (Mauritius)
Limited
Transfer 31 May 2019 4000 131892 0.2704
Transfer 14 Jun 2019 2518 134410 0.2755
Transfer 26 Jul 2019 1310 135720 0.2782
Transfer 02 Aug 2019 2000 137720 0.2823
Transfer 13 Sep 2019 1216 138936 0.2848
Transfer 29 Nov 2019 (2500) 136436 0.2797
Transfer 14 Feb 2020 (8000) 128436 0.2633
Transfer 21 Feb 2020 (2000) 126436 0.2592
Transfer 28 Feb 2020 (6000) 120436 0.2469

Transfer 06 Mar 2020 (613) 119823 0.2456
Transfer 20 Mar 2020 (550) 119273 0.2445
11 Canara Hsbc Oriental 436127 0.8940 436127 0.8940
Bank of Commerce
Life Insurance
Company Ltd
Transfer 12 Apr 2019 241 436368 0.8945
Transfer 26 Apr 2019 (286) 436082 0.8939
Transfer 03 May 2019 (143) 435939 0.8936
Transfer 17 May 2019 942 436881 0.8956
Transfer 24 May 2019 (40000) 396881 0.8136
Transfer 07 Jun 2019 1310 398191 0.8163
Transfer 14 Jun 2019 (316) 397875 0.8156
Transfer 21 Jun 2019 (114) 397761 0.8154
Transfer 29 Jun 2019 (50000) 347761 0.7129
Transfer 05 Jul 2019 (27854) 319907 0.6558
Transfer 12 Jul 2019 (1571) 318336 0.6526
Transfer 19 Jul 2019 (38547) 279789 0.5735
Transfer 26 Jul 2019 (1286) 278503 0.5709
Transfer 09 Aug 2019 (159) 278344 0.5706
Transfer 30 Aug 2019 (2253) 276091 0.5660
Transfer 06 Sep 2019 (1888) 274203 0.5621
Transfer 27 Sep 2019 (23745) 250458 0.5134
Transfer 30 Sep 2019 (194) 250264 0.5130
Transfer 04 Oct 2019 (16178) 234086 0.4799
Transfer 11 Oct 2019 (7087) 226999 0.4653
Transfer 18 Oct 2019 (3521) 223478 0.4581
Transfer 25 Oct 2019 (5897) 217581 0.4460
Transfer 01 Nov 2019 (9011) 208570 0.4275
Transfer 08 Nov 2019 (8255) 200315 0.4106
Transfer 15 Nov 2019 (158009) 42306 0.0867
Transfer 29 Nov 2019 (37430) 4876 0.0100
Transfer 06 Dec 2019 (4876) 0 0.0000
12 NSE Clearing 394980 0.8097 394980 0.8097
Limited
Transfer 06 Dec 2019 (394980) 0 0.0000
AT THE END OF 0 0.0000
THE YEAR
13 Max Life Insurance 390313 0.8001 390313 0.8001
Co Ltd A/C
Participating Fund
Transfer 12 Apr 2019 (1082) 389231 0.7979
Transfer 19 Apr 2019 (900) 388331 0.7960
Transfer 26 Apr 2019 (1800) 386531 0.7924
Transfer 03 May 2019 (7200) 379331 0.7776
Transfer 10 May 2019 (273230) 106101 0.2175
Transfer 17 May 2019 (49326) 56775 0.1164
Transfer 24 May 2019 (56775) 0 0.0000
Note:
1. Paid up Share Capital of the Company (Face Value ` 5.00) at the end of the year is 48782808 Shares.
2. The details of holding has been clubbed based on PAN.
3. % of total Shares of the Company is based on the paid up Capital of the Company at the end of the Year.

Statutory Reports
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(` in Lakhs)
Secured Loans Unsecured Deposits Total
excluding deposits Loans Indebtedness
Indebtedness at the beginning of
the financial year:
i) Principal Amount 1.74 29.57 Nil 31.31
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
Total (i+ii+iii) 1.74 29.57 Nil 31.31
Change in Indebtedness during

the financial year
Addition Nil 2.45 Nil 2.45
Reduction 1.74 29.57 Nil 31.31
Net Change 1.74 27.12 Nil 28.86
Indebtedness at the
end of the financial year:
i) Principal Amount Nil 2.45 Nil 2.45
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
Total(i+ii+iii) Nil 2.45 Nil 2.45
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

(A) Remuneration of Directors
(` in Lakhs)
Sl. Particulars of Remuneration Name of MD/WTD/Manager
No.
Mr. Rahul Ms. Namita Mr. Rakesh Mr. Tushaar
Gautam Gautam Chahar Gautam
1 Gross salary
(a) Salary as per provisions 31.37 28.41 26.03 35.46
contained in section
17(1) of
the Income-tax
Act, 1961 0.40 0.40 0.40 0.40
(b) Value of perquisites u/s 17(2)
c) Profits in lieu of salary under
section 17(3) of the
Income-tax Act, 1961
2 Stock Option - - - -
2 Sweat Equity - - - -
3 Commission 323.75 161.87 161.87 161.87
- as% of profit
- others, specify…
Others, please specify Special - - - -
Allowance
Total 355.52 190.68 188.30 197.73

(B) Remuneration of Chief Financial Officer and Company Secretary
Sl. Particulars of Name of CEO/CFO/Company Secretary

No. Remuneration Mr. Dhruv Chandra Mathur Mr. Pankaj Garg Mr. Md Iquebal Ahmad
CFO CFO Company Secretary
Gross salary
(a) Salary as per
provisions 31.28 49.81 15.36
contained in section
17(1) of
the Income-tax
Act, 1961 - 1.95 1.00
(b) Value of perquisites
u/s 17(2)
c) Profits in lieu of
salary under
section 17(3) of
the Income-tax
Act, 1961
Stock Option - - -
Sweat Equity - - -
Commission - - -
- as% of profit
- others, specify…
Others, please specify - - -
Total 31.28 51.76 16.36
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:
Type Section of the Brief Details of Penalty/ Authority

Companies Act Description Punishment/Compounding Appeal the
fees imposed [RD/NCLT Court]
A. COMPANY
Penalty
Punishment NIL
Compounding
B. DIRECTORS
Penalty NIL
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment NIL
Compounding

Statutory Reports
Annexure-H
BUSINESS RESPONSIBILITY REPORT/SUSTAINABILITY REPORT
(As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015)
INTRODUCTION: 3. Total profit after taxes (INR) 165.51 Crores

Sheela Foam Limited is governed by its Vision Statement. 4. Total Spending on Corporate Social Responsibility
One of the most important ingredients of the Vision (CSR) as percentage of profit after tax 2.08%
Statement is Commitment to Society and Company
diligently adheres to it. 5. List of activities in which expenditure in 4 above has
been incurred:-
SECTION A: GENERAL INFORMATION ABOUT
THE COMPANY (a) Education
1. Corporate Identity Number (CIN) of the Company: (b) Skill development

L74899DL1971PLC005679
(c) Swachh Bharat
2. Name of the Company: Sheela Foam Limited (d)
Preventive health care and eradication of
poverty
3. Registered address: C-55, Preet Vihar, Vikas Marg,
Delhi-110092
SECTION C: OTHER DETAILS
4. Website: www.sheelafoam.com 1. Does the Company have any Subsidiary Company/
Companies? yes
5. E-mail id : iquebal.ahmad@sheelafoam.com
6. Financial Year reported:2019-20 2. Do the Subsidiary Company/Companies participate

in the BR Initiatives of the parent company? If
7. Sector(s) that the Company is engaged in (industrial yes, then indicate the number of such subsidiary
activity code-wise): company(s). The main subsidiary company, Joyce
CETA:39211310/94042920 Foam Pty. Ltd. is located in Australia. It follows
the BR initiatives of the Company, to the extent
8. List three key products/services that the Company applicable in Australia.
manufactures/provides (as in balance sheet)
Polyurethane Foam, Mattress, Pillow 3.
Do any other entity/entities (e.g. suppliers,
distributors etc.) that the Company does business
9. Total number of locations where business activity with, participate in the BR initiatives of the
is undertaken by the Company Company? If yes, then indicate the percentage of
The company mainly operates in India and Australia such entity/entities? [Less than 30%, 30-60%, More
and the Company has acquired business in Spain than 60%]
during the year.
(a) Number of International Locations Suppliers of critical raw materials and some of the
Customers follow the BR initiatives of the Company
Other than Australia the Company export its product to
besides following their own BR policies. The % age
UAE, EU, Saudi Arabia, Sri Lanka, Bangladesh and Nepal.
of entities would be less than 30%.
(b) Number of National Locations
Company production units are at 10 locations SECTION D: BR INFORMATION
10.
Markets served by the Company – Local/State/ 1. Details of Director/Directors responsible for BR
National/International (a) Details of the Director/Director responsible for
implementation of the BR policy/policies
SECTION B: FINANCIAL DETAILS OF THE
COMPANY 1. DIN Number: 00192999
1. Paid up Capital (INR) 24,39,14,040 2. Name : Mr. Rahul Gautam
2. Total Turnover (INR)1754.77 Crores 3. Designation : Managing Director

(b) Details of the BR head
Particulars
DIN Number :00192999
Name: Mr. Rahul Gautam
Designation : Managing Director
Telephone number: 0120-4869201
E-mail id: rahul@sheelafoam.com
2. Principle-wise (as per NVGs) BR Policy/policies

P1 Business should conduct and govern themselves with ethics, Transparency and Accountability
P2 Businesses should provide goods and services that are safe and contribute to sustainability throughout
their life cycle
P3 Businesses should promote the wellbeing of all employees
P4 Businesses should respect the interests of, and be responsive towards all stakeholder specially those who are
disadvantaged, vulnerable and marginalised
P5 Businesses should respect and promote human rights
P6 Business should respect, protect, and make efforts to restore the environment
P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner
P8 Businesses should support inclusive growth and equitable development
P9 Businesses should engage with and provide value to their customers and consumers in a responsible
manner
Sl. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
1 Do you have a policy/ policies for... Y Y Y Y Y Y Y Y Y
2 Has the policy being formulated in Y Y Y Y Y Y Y Y Y
consultation with the relevant stakeholders?
3 Does the policy conform to any national / Various plants of the Company are ISO 9001 certified. Our
international standards? If yes, specify? policy conforms to all standards specified in ISO 9001.
(50 words)
4 Has the policy being approved by the Board? The Policy has been approved by Board and signed by MD
Is yes, has it been signed by MD/ owner/ of the Company
CEO/ appropriate Board Director?
5 Does the company have a specified Managing Director is responsible for implementation of the
committee of the Board/ Director/ Official policy
to oversee the implementation of the
policy?
6 Indicate the link for the policy to be viewed www.sheelafoam.com-investors
online?
7 Has the policy been formally communicated Yes
to all relevant internal and external
stakeholders?
8 Does the company have in-house structure Yes
to implement the policy/ policies.
9 Does the Company have a grievance Yes
redressal mechanism related to the policy/
policies to address stakeholders’ grievances
related to the policy/ policies?
Has the company carried out independent The Managing director along with his team evaluates the
audit/ evaluation of the working of this implementation of the policy.
policy by an internal or external agency?

Statutory Reports
(b) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick up to
2 options) -NOT APPLICABLE
Sl. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
1 The company has not understood the
Principles
2 The company is not at a stage where
it finds itself in a position to formulate
and implement the policies on specified
principles
3 The company does not have financial or
manpower resources available for the task
4 It is planned to be done within next 6 months
5 It is planned to be done within the next 1 year
6 Any other reason (please specify)
3. Governance related to BR the year there have been only 11 cases in consumer
(a) Indicate the frequency with which the Board of forum out of which 6 have been settled.
Directors, Committee of the Board or CEO to
assess the BR performance of the Company. Principle 2
Within 3 months, 3-6 months, Annually, More 1. List up to 3 of your products or services whose
than 1 year - design has incorporated social or environmental
concerns, risks and/or opportunities.
Managing Director reviews various aspects of
the policy on an ongoing basis and necessary (a)
Mattresses are treated with Health Fresh
advisory are issued for implementation of Technology preventing breeding of dust mites,
various policies. bacteria & fungi which help in avoiding any
respiratory problem.
(b)
Does the Company publish a BR or a
Sustainability Report? What is the hyperlink
(b) The company recycles Foam scrap to produce
for viewing this report? How frequently it is
good quality Rebonded Foam
published?
(c) The Foam produced from the latest Machine
Sustainability report is presented by Chief
i.e. Vertical Variable Pressure Foaming Machine
Operating officer to a select committee on
is more durable and comfortable than normal
monthly basis. However the same is not foam. Further the usage of this technology
published. has resulted in elimination of blowing agents
like Methylene Chloride, which takes care of
SECTION E: PRINCIPLE-WISE PERFORMANCE Environmental concerns.
Principle 1
2. For each such product, provide the following details
1.
Does the policy relating to ethics, bribery and
in respect of resource use (energy, water, raw
corruption cover only the company? Yes/ No. Does
material etc.) per unit of product (optional):
it extend to the Group/Joint Ventures/ Suppliers/
Contractors/NGOs /Others? (a)
Reduction during sourcing/production/
distribution achieved since the previous year

Yes. This covers all subsidiaries and group throughout the value chain?
companies.
The Company, through research keeps on
2.
How many stakeholder complaints have been improving the yield, thus utilising less raw
received in the past financial year and what material for good quality end product.
percentage was satisfactorily resolved by the
(b) Reduction during usage by consumers (energy,
management? If so, provide details thereof, in about
water) has been achieved since the previous
50 words or so.
year?
The company has not received any complaints Constant improvement in quality of product
during the year from shareholders. Consumer ensures longer life for the product of the
Complaints are attended at centralised customer Company, thus saving on utilisation of
care center and are resolved expeditiously. During resources.

3.
Does the company have procedures in place for Number of permanent employees with disabilities
sustainable sourcing (including transportation)? as on 31 March, 2020 were 07
(a)
If yes, what percentage of your inputs was (e)
Do you have an employee association that is
sourced sustainably? Also, provide details recognised by management.
thereof, in about 50 words or so. NO
Company believes in sustainable sourcing and
(f) What percentage of your permanent employees is
logistic solutions, today about 60% of our raw
members of this recognised employee association?
material are sourced in bulk. This eliminates
wastage of packaging material and disposal NOT APPLICABLE
concern. CNG truck used for transportation in
(g) Please indicate the Number of complaints relating to
the North Zone.
child labour, forced labour, involuntary labour, sexual
harassment in the last financial year and pending, as
4. Has the company taken any steps to procure goods
on the end of the financial year.
and services from local & small producers, including
communities surrounding their place of work? Sl. Category No of No of
No. complaints complaints
(a) If yes, what steps have been taken to improve
filed during pending as
their capacity and capability of local and small
the financial on end of
vendors?
year the financial
The Company encourages procurement of year
such goods and services which are locally 1 Child labour/ NIL NIL
available, provided these meet the Quality forced labour/
and cost norms. The company has started the involuntary
concept of distributed manufacturing, wherein labour
the local person can set up the manufacturing 2 Sexual NIL NIL
facility and supply good quality material to harassment
the company .The Company provides working 3 Discriminatory NIL NIL
capital to such manufacturers to support the employment
initial business.
8.
What percentage of your under mentioned
5. Does the company have a mechanism to recycle employees were given safety & skill up-gradation
products and waste? If yes what is the percentage training in the last year?
of recycling of products and waste (separately as
(a) Permanent Employees 82%
<5%, 5-10%, >10%). Also, provide details thereof, in
about 50 words or so. (b) Permanent Women Employees 82%
(c) Casual/Temporary/Contractual Employees- 100 %
Company does have a mechanism to recycle waste.
Foam constitutes majority of our production and (d) Employees with Disabilities 100%
90% of the foam scrap is converted into rebonded/
chip foam. Principle 4
1. Has the company mapped its internal and external
Principle 3 stakeholders?
(a) Please indicate the Total number of employees. Yes
Total number of employees as on 31 March, 2020

2.
Out of the above, has the company identified
were 3688
the disadvantaged, vulnerable & marginalised
stakeholders?.
(b) Please indicate the Total number of employees hired
on temporary/contractual/casual basis. Yes in the category of Employees, Supplier of Goods
and Services.
Out of the total Employees,1499 were on contractual
basis
3.
Are there any special initiatives taken by the
company to engage with the disadvantaged,
(c) Please indicate the Number of permanent women
vulnerable and marginalised stakeholders. If so,
employees.
provide details thereof, in about 50 words or so.
The number of women employees as on 31 March,
2020 was 146 Company provides training to weaker section of
society on regular basis. Its CSR arm, Sleepwell
(d) Please indicate the Number of permanent employees Foundation provides skill development and
with disabilities education to under privileged children.

Statutory Reports
Principle 5 6. Has the company undertaken any other initiatives

1. Does the policy of the company on human rights on – clean technology, energy efficiency, renewable
cover only the company or extend to the Group/Joint energy, etc. Y/N. If yes, please give hyperlink for web
Ventures/Suppliers/Contractors/NGOs/Others? page etc.
The policy covers subsidiary and group companies Company has Installed LED on the street and inside
the building for conserving energy. The installation
is complete in almost 50% area.
2.
How many stakeholder complaints have been
received in the past financial year and what percent
was satisfactorily resolved by the management? 7. Are the Emissions/Waste generated by the company
within the permissible limits given by CPCB/SPCB
No complaint was received by the Company on for the financial year being reported?
Human rights issue.
Our process does not have sludge or liquid waste
generation
Principle 6
1. Does the policy related to Principle 6 cover only the
8. Number of show cause/ legal notices received from
company or extends to the Group/Joint Ventures/ CPCB/SPCB which are pending (i.e. not resolved to
Suppliers/Contractors/NGOs/others. satisfaction) as on end of Financial Year. NIL
It extends to the Subsidiary and group companies
Principle 7
2.
Does the company have strategies/ initiatives to 1. Is your company a member of any trade and chamber
address global environmental issues such as climate or association? If Yes, Name only those major ones
change, global warming, etc? Y/N. If yes, please give that your business deals with:
hyperlink for webpage etc.
a. IndianPolyurethane Association
Company has strategies to address environment
b.
Industrial associations located at respective
risk. It invest resources in production processes
units
which reduce environment risk like setting up of
Vertivac Plant (Vertical Variable Pressure Foaming c. Indian Sleep Products Federation
Plant) for minimising the risk associated with usage d. ASSOCHEM
of physical blowing agents like methylene chloride
e. CII
in the process.
2.
Have you advocated/lobbied through above
3.
Does the company identify and assess potential
associations for the advancement or improvement
environmental risks?
of public good? Yes/No; if yes specify the broad
Yes .Globally foam industry is associated with fire areas ( drop box: Governance and Administration,
risk. Company tries to constantly reduce the risk by Economic Reforms, Inclusive Development Policies,
improvement in design and periodic audits by our
Through the Indian Polyurethane Associationthe
internal/ external resources. TDI, which is the main
company has advocated the uniformity of GST rate
constituent for manufacturing of foam,is a toxic
on all kinds of modern mattresses. This has resulted
chemical, when inhaled has adverse health impact.
in substantial price reduction for Foam and Spring
Care is again taken to improve the impact by design
Mattresses for the consumers.
and constant vigilant monitoring.
Principle 8
4. Does the company have any project related to Clean
Development Mechanism? If so, provide details 1.
Does the company have specified programmes/
thereof, in about 50 words or so. Also, if Yes, whether initiatives/projects in pursuit of the policy related to
any environmental compliance report is filed? Principle 8? If yes details thereof.
Our process does not have sludge or liquid waste Company has programs which impact the social and
generation. We however, have a STP (Sewage economic developments positively. The programs
treatment Plant) in compliance of legal regulations. are mostly implemented through the CSR arm of
Further during cleaning of open areas in our units we the Company. These include Wellness programs,
sprinkle water all around to avoid dust and keep the Swachh Bharat Campaigns, Skill Development
environment clean. Programs, Education to girls program etc.

2. Are the programmes/projects undertaken through Principle 9
in-house team/own foundation/external NGO/ 1. What percentage of customer complaints/consumer
government structures/any other organisation? cases are pending as on the end of financial year.

The programs are mostly done by Sleepwell As on 31 March, 2020 company has around 5%of
Foundation total consumer complaints pending.
3.
Have you done any impact assessment of your
2. Does the company display product information on
initiative?
the product label, over and above what is mandated
Through the efforts of Sleepwell Foundation , various as per local laws? Yes/No/N.A. /Remarks(additional
students got placed after receiving skill development information)
training. The Company also encourages employing
Besides the Mandatory requirement, the label also
such students who has received training in the
provides guidance for effective usage of product.
company ,after their skill development courses are
complete.
3. Is there any case filed by any stakeholder against
the company regarding unfair trade practices,
4.
What is your company’s direct contribution to
community development projects- Amount in INR irresponsible advertising and/or anti-competitive
and the details of the projects undertaken. behavior during the last five years and pending as
on end of financial year. If so, provide details thereof,
The Company and its CSR arm has incurred a sum of in about 50 words or so.
` 3.44 crore on development of skills and education
during the year. There was no case filed for unfair trade practice,
irresponsible advertising or ant competitive
5. Have you taken steps to ensure that this community behavior over the last 5 years.
development initiative is successfully adopted by
the community? Please explain in 50 words, or so. 4. Did your company carry out any consumer survey/
consumer satisfaction trends?

Company and its CSR arm encourages all
communities to adopt the development programs Surveys are carried out to study satisfaction level
and it is observed that such programs are well with reference to Products, Customer handling at
received by community. Dealers end and by Customer Care Department .

Statutory Reports
DIVIDEND DISTRIBUTION POLICY
1. Preamble • External Factors:

This Policy is drawn by the management to strike • he Board of Directors of the Company would
T
the right balance between the quantum of Dividend consider the following external factors before
paid and amount of profits retained in the business declaring or recommending dividend to
for various purposes. Towards this end, the Policy shareholders:
lays down parameters to be considered by the
Board of Directors of the Company for declaration • revailing legal requirements, regulatory
P
of Dividend from time to time.; conditions or restrictions laid down under the
Applicable Laws including tax laws;
2. Company’s View
• ividend pay-out ratios of companies in the
D
The view of the Company is to maximise the
same/similar industry.
shareholders’ wealth in the Company through
various means. The Company believes that driving
growth creates maximum shareholder value. Thus, • Circumstances under which the shareholders may
the Company would first utilise its profits for or may not expect Dividend:
working capital requirements, capital expenditure The shareholders of the Company may not expect
to meet expansion needs, reducing debt from Dividend under the following circumstances:
its books of accounts, earmarking reserves for
inorganic growth opportunities and thereafter • henever the Company undertakes or proposes
W
distributing the surplus profits in the form of to undertake a significant expansion project
dividend to the shareholders. requiring higher allocation of capital;
3. Regulatory Framework • Significantly higher working capital requirements

adversely impacting free cash flow;
The Securities Exchange Board of India (“SEBI”) on
8 July, 2016 inserted Regulation 43A in SEBI(Listing • henever it undertakes any acquisitions or
W
Obligations and Disclosure Requirements) joint ventures requiring significant allocation of
Regulations, 2015, which requires top five hundred capital;
listed companies (based on market capitalisation
• henever it proposes to utilise surplus cash for
W
of every financial year) to formulate a Dividend
buy-back of securities; or
Distribution Policy.
• In the event of inadequacy of profits or whenever
4. Parameters for declaration of Dividend
the Company has incurred losses.
In line with the company’s view stated above in
Clause 2, the Board of Directors of the Company, • Utilisation of retained earnings:
shall consider the following parameters for
The Company may declare dividend out of the
declaration of Dividend:
profits of the Company for the year orout of the
profits for any previous year or years or out of the
• Financial Parameters / Internal Factors:
free reserves available for distribution of Dividend,
The Board of Directors of the Company would after having due regard to the parameters laid down
consider the following financial parameters in this Policy.
before declaring or recommending dividend to
shareholders: 5. Procedures
• Consolidated net operating profit after tax; • The Chief Financial Officer in consultation with
• Working capital requirements; the MD of the Company shall recommend
any amount to be declared/ recommended
• Capital expenditure requirements;
as Dividend to the Board of Directors of the
• esources required to fund acquisitions and / or
R Company.
new businesses
• The agenda of the Board of Directors where
• Cash flow required to meet contingencies;
Dividend declaration or recommendation is
• Outstanding borrowings; proposed shall contain the rationale of the
• Past Dividend Trends proposal.

• Pursuant to the provisions of applicable laws asmay be issued by Ministry of Corporate Affairs,
and this Policy, interim Dividend approved by Securities Exchange Board of India or suchother
the Board of Directors will be confirmed by regulatory authority as may be authorised, from
the shareholders and final Dividend, if any, time to time, on the subject matter.
recommended by the Board of Directors,
will be subject to shareholders approval, at • The Company reserves its right to alter, modify,
the ensuing Annual General Meeting of the add, delete or amend any of the provisions of this
Company. Policy.
The Company shall ensure compliance of
•
• In case of any amendment(s), clarification(s),
provisions of Applicable Laws and this Policy in
circular(s) etc. issued by the relevant
relation to Dividend declared by the Company.
authorities, not being consistent with the
6. Disclosure: The Company shall make appropriate provisions laid down under this Policy,
disclosures as required under the SEBI then such amendment(s), clarification(s),
Regulations. circular(s) etc. shall prevail upon the
provisions here under and this Policy shall
7. General stand amended accordingly from the effective
• This Policy would be subject to revision/ date as laid down under such amendment(s),
amendment in accordance with the guidelines clarification(s), circular(s) etc.

Financials
Standalone�� 82
Consolidated�� 140
Independent Auditor’s Report
To the members of ‘Sheela Foam Limited’ on Standalone Financial Statements
Opinion Responsibilities for the Audit of the Financial

We have audited the accompanying standalone financial Statements section of our report. We are independent
statements of Sheela Foam Limited (the “Company”), of the Company in accordance with the Code of Ethics
which comprise the Standalone Balance Sheet as at 31 issued by the Institute of Chartered Accountants of
March, 2020, and the Standalone Statement of Profit India together with the ethical requirements that
and Loss (including Other Comprehensive Income), the are relevant to our audit of the standalone financial
Standalone Statement of Changes in Equity and the
statements under the provisions of the Act and the
Standalone Statement of Cash Flows for the year then
Rules thereunder, and we have fulfilled our other
ended, and notes to the standalone financial statements
including a summary of the significant accounting ethical responsibilities in accordance with these
policies and other explanatory information. requirements and the Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and
In our opinion and to the best of our information and appropriate to provide a basis for our opinion.
according to the explanations given to us, the aforesaid
standalone financial statements give the information
Key Audit Matters
required by the Companies Act, 2013 (the ‘Act’) in the manner
so required and give a true and fair view in conformity with Key audit matters are those matters that, in our
the accounting principles generally accepted in India, of the professional judgment, were of most significance in
state of affairs of the Company as at 31 March, 2020 and our audit of the standalone financial statements of
total Comprehensive Income, its changes in equity and its the current year. These matters were addressed in
cash flows for the year ended on that date. the context of our audit of the standalone financial
statements as a whole, and in forming our opinion
Basis for Opinion
thereon, and we do not provide a separate opinion
We conducted our audit in accordance with the
on these matters. We have determined the matters
Standards on Auditing (SAs) specified under section
143(10) of the Act. Our responsibilities under those described below to be the key audit matters to be
Standards are further described in the Auditor’s communicated in our report.
Key Audit Matters Auditor’s Response
Useful lives of Property, Plant & Equipment Our Audit Procedure :

(Refer to Notes 3 and 5 to the standalone financial We obtained and evaluated the management’s
statements) estimations and specifically performed the work as
under:
The property, plant and equipment are depreciated on
a pro-rata basis on written down value, over the useful Compared the key assumptions, used within the
lives of the assets, as estimated by the management. impairments models to the historic performance of the
These estimations are based on changes in the respective group of assets and approved estimates.
expected level of usage, technological developments,
level of wear and tear, which involves high degree of the Benchmarking the key assumptions, used with in the
estimation and judgement and could affect the reported impairment models and past history of the replacement
residual value and depreciation of the assets. As the age etc. and repairs requirements / cost etc.
value of property, plant and equipment is substantial
i.e. ` 29,285 lakhs, which is 25.04% of the total assets of Our Results:
the Company, therefore any change in these estimates As a result of performance of above procedures, we
or actual results could have a substantial impact on the have not identified any circumstances that would lead
profit/ assets in future years and completeness and to material adjustments to the carrying value of these
accuracy of the financial statements. assets, or change in their useful lives.

Corporate Overview Statutory Reports
Key Audit Matters Auditor’s Response
Fair Value measurement of Financial Instruments Our Audit Procedure :

(Refer to Note 40.11 to the standalone financial The Company has carried out the valuation of the
statements) financial instruments after applying judgments and
estimates. We have conducted the verification of the
Fair value of financial assets and financial liabilities data provided to us by the Company with respect to its
have been measured using valuation techniques correctness and completeness vis-à-vis the financial
where the financial instruments are not quoted in accounts / records of the Company, and held interaction
active market. The inputs to these techniques / with the management to understand their process and
models are taken from observable markets where results and the implementation and usage of valuation
possible, but where this is not feasible, a degree techniques / models. This included the review of the
of judgement is required in establishing fair values. controls over adjustments to mitigate model limitations
Judgements include considerations of inputs such and assumptions.
as liquidity risk, credit risk and volatility, which
involve high degree of the estimation and judgement Our Results:
and could affect the reported fair value of financial The results of our testing were satisfactory and we
instruments. considered the fair value of the financial instruments
assets and liabilities recognised to be acceptable.
Interest in Foreign Subsidiaries Our Audit Procedure :

(Refer to Notes 6 and 40.16.a to the standalone financial Understanding of the assessment of the key drivers
statements) of the cash flow forecasts including discount rates,
expected growth rates and terminal growth rates used
Global pandemic COVID-19 continues to wreak havoc to estimate the future business volume and receipts of
to the global economy, disrupting business throughout these Subsidiaries.
the World, and many companies are grappling with
the economic slowdown, thus the prevalent financial, Evaluation of the inputs and assumptions used in
economic and health crisis caused due to COVID-19 the impairment of the assets and management’s
may impact the Company’s assumptions used for the assessment for the future operations considering the
business operations of its foreign subsidiaries located in impact of COVID-19, by using current indicators of future
Spain and Australia, which could further have the impact economic conditions.
on the assessment of impairment of investment and
exposure of ` 37277 lakhs in these foreign subsidiaries Review of the considerations and conclusion of the
(equity investment of ` 13660 lakhs, unsecured loans independent auditors of Subsidiaries, regarding its
of ` 4638 lakhs given to the foreign subsidiaries and ability to continue as going concerns, and obtaining of
SBLCs / financial guarantees of ` 18979 given to the the further information and explanations from them in
bank towards guarantee of the loans taken by the this regard.
subsidiaries).
Our Results:
As the said investment / exposure is equivalent to The results of our testing were satisfactory and we
31.87% of the total assets of the Company, therefore considered the carrying amount of the investment and
any change in the business projections / estimates and loans to foreign subsidiaries, and also the assumption
actual results could have a substantial impact on the that there will be no liability against the SBLCs / financial
profit / assets in future year/s and the completeness guarantees issued in their favour, to be acceptable.
and accuracy of the financial statements.
Information Other than the Standalone Our opinion on the standalone financial statements does
Financial Statements and Auditor’s not cover the other information, and we do not express
Report thereon any form of assurance conclusion thereon.
The Company’s Board of Directors is responsible for the

In connection with our audit of the standalone financial
other information. The other information comprises the statements, our responsibility is to read the other information
Corporate Governance Report and Directors’ Report, identified above and, in doing so, consider whether the other
including annexures thereon, but does not include the information is materially inconsistent with the standalone
standalone financial statements and our auditor’s report financial statements or our knowledge obtained in the audit,
thereon. or otherwise appears to be materially misstated.

If, based on the work we have performed on the other if, individually or in the aggregate, they could reasonably
information, we conclude that there is a material be expected to influence the economic decisions of
misstatement of this other information, we are required to users taken on the basis of these standalone financial
report that fact. We have nothing to report in this regard. statements.
Responsibilities of Management and As part of an audit in accordance with SAs, we exercise

Those Charged with Governance for the professional judgment and maintain professional
Standalone Financial Statements skepticism throughout the audit. We also:
The Company’s Board of Directors is responsible for the
matters stated in Section 134(5) of the Act with respect to - Identify and assess the risks of material misstatement
the preparation of these standalone financial statements of the standalone financial statements, whether
that give a true and fair view of the financial position, due to fraud or error, design and perform audit
financial performance including other comprehensive procedures responsive to those risks, and obtain
income, changes in equity and cash flows of the Company audit evidence that is sufficient and appropriate
in accordance with the accounting principles generally to provide a basis for our opinion. The risk of not
accepted in India, including the Indian Accounting detecting a material misstatement resulting from
Standards (“Ind AS”) notified under Section 133 of the Act fraud is higher than for one resulting from error,
read with the Companies (Indian Accounting Standards) as fraud may involve collusion, forgery, intentional
Rules, 2015, as amended from time to time. omissions, misrepresentations, or the override of
internal control.
This responsibility also includes maintenance of - Obtain an understanding of internal control relevant
adequate accounting records in accordance with the to the audit in order to design audit procedures that
provisions of the Act for safeguarding the assets of are appropriate in the circumstances. Under section
the Company and for preventing and detecting frauds 143(3)(i) of the Companies Act, 2013, we are also
and other irregularities; selection and application of responsible for expressing our opinion on whether
appropriate accounting policies; making judgments and the company has adequate internal financial controls
estimates that are reasonable and prudent; and design, system in place and the operating effectiveness of
implementation and maintenance of adequate internal such controls.
financial controls, that were operating effectively
for ensuring the accuracy and completeness of the - Evaluate the appropriateness of accounting policies
accounting records, relevant to the preparation and used and the reasonableness of accounting
presentation of the standalone financial statements estimates and related disclosures made by
that give a true and fair view and are free from material management.
misstatement, whether due to fraud or error. - Conclude on the appropriateness of management’s
use of the going concern basis of accounting and,
In preparing the standalone financial statements, the based on the audit evidence obtained, whether
Board of Directors is responsible for assessing the a material uncertainty exists related to events or
Company’s ability to continue as a going concern, conditions that may cast significant doubt on the
disclosing, as applicable, matters related to going Company’s ability to continue as a going concern.
concern and using the going concern basis of accounting If we conclude that a material uncertainty exists,
unless the Board of Directors either intends to liquidate we are required to draw attention in our auditor’s
the Company or to cease operations, or has no realistic report to the related disclosures in the standalone
alternative but to do so. financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions
Those Board of Directors are also responsible for are based on the audit evidence obtained up to the
overseeing the Company’s financial reporting process. date of our auditor’s report. However, future events
or conditions may cause the Company to cease to
Auditor’s Responsibilities for the audit continue as a going concern.
of the Standalone Financial Statements
-
Evaluate the overall presentation, structure and
Our objectives are to obtain reasonable assurance
content of the standalone financial statements,
about whether the standalone financial statements as
including the disclosures, and whether the
a whole are free from material misstatement, whether
standalone financial statements represent the
due to fraud or error, and to issue an auditor’s report that
underlying transactions and events in a manner that
includes our opinion. Reasonable assurance is a high
achieves fair presentation.
level of assurance, but is not a guarantee that an audit
conducted in accordance with SAs will always detect a

We communicate with those charged with
material misstatement when it exists. Misstatements
governance regarding, among other matters, the
can arise from fraud or error and are considered material
planned scope and timing of the audit and significant

audit findings, including any significant deficiencies d. in our opinion, the aforesaid standalone financial
in internal control that we identify during our audit. statements comply with the Indian Accounting
Standards (“Ind AS”) notified under Section 133 of
We also provide those charged with governance with the Act read with the Companies (Indian Accounting
a statement that we have complied with relevant Standards) Rules, 2015, as amended from time to
ethical requirements regarding independence, and time.
to communicate with them all relationships and
other matters that may reasonably be thought to e. on the basis of the written representations received
bear on our independence, and where applicable, from the directors and taken on record by the Board
related safeguards. of Directors, none of the directors is disqualified
as on 31 March, 2020 from being appointed as a

From the matters communicated with those director in terms of Section 164 (2) of the Act.
charged with governance, we determine those
matters that were of most significance in the f. with respect to the adequacy of the internal financial
audit of the standalone financial statements of controls with reference to financial statements
the current period and are therefore the key audit of the Company and the operating effectiveness
matters. We describe these matters in our auditor’s of such controls, refer to our separate report in
report unless law or regulation precludes public Annexure-‘B’;
disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter g.
In our opinion, the remuneration paid by the
should not be communicated in our report because Company to its Directors is in accordance with the
the adverse consequences of doing so would provisions of Section 197 of the Companies Act,
reasonably be expected to outweigh the public 2013; and
interest benefits of such communication.
h. with respect to the other matters to be included in
Report on Other Legal and Regulatory the Auditor’s Report in accordance with Rule 11 of
Requirements the Companies (Audit and Auditors) Rules, 2014, in
1. As required by ‘the Companies (Auditor’s Report) our opinion and to the best of our information and
Order, 2016’ (“the Order”), issued by the Central according to the explanations given to us:
Government of India in terms of sub-section (11) of
Section 143 of the Act, we give in the Annexure-‘A’, i. The Company has disclosed the impact of
a statement on the matters specified in paragraph 3 pending litigations on its financial position
and 4 of the Order. in its standalone financial statements –
Refer Note 40.1 to the standalone financial
2. As required by Section 143(3) of the Act, we report statements;
that:
ii.
The Company has not entered into any
a. we have sought and obtained all the information and long-term contracts including derivative
explanations which to the best of our knowledge contracts.
and belief were necessary for the purposes of our
audit. iii.
There has been no amount, required to be
transferred, to the Investor Education and
b. in our opinion, proper books of account as required Protection Fund by the Company.
by law have been kept by the Company so far as
appears from our examination of those books. For S.P. CHOPRA & CO.
c.
the Standalone Balance Sheet, the Standalone Firm Regn. No. 000346N
Statement of Profit and Loss (including Other
Comprehensive Income), Standalone Statement of (Sanjiv Gupta)
Changes in Equity and the Standalone Statement Partner
of Cash Flows dealt with by this Report are in Place: Noida M. No. 083364
agreement with the books of account. Date : 26 June, 2020 UDIN: 20083364AAAAA2830

Annexure-‘A’ to the Independent
Auditors’ Report
(Referred to in paragraph 1 under `Report on Other Legal and Regulatory Requirements’ section of the independent
auditors’ report of even date on the standalone financial statements of Sheela Foam Limited for the year ended
31 March, 2020)
(i) In respect of its property, plant and equipments; (iv) In our opinion and according to the information and
explanations given to us, the Company in respect
a.
The Company has maintained proper records
showing full particulars including quantitative details of loans, investments, guarantees, and security has
and situation of the property, plant and equipments. complied with the provisions of section 185 and 186
of the Act.
b.
As explained to us, the property, plant and
equipments are physically verified by the (v) The Company has not accepted any deposits from
management at reasonable intervals, which in our the public within the meanings of Sections 73 to 76
opinion is reasonable, having regard to the size of the Act and the rules framed thereunder to the
of the Company and nature of its property, plant
extent notified.
and equipments. No material discrepancies were
noticed on such physical verification.
(vi)
Pursuant to the rules made by the Central
c.
According to the information and explanations Government of India, the Company is required
given to us and on the basis of our examination to maintain cost records as specified under sub-
of the records of the Company, the title deeds section (1) of Section 148 of the Act in respect of its
of immovable properties, as disclosed in Note 3 products. We have broadly reviewed the same, and
on property, plant and equipments and Note 5 on are of the opinion that, prima facie, the prescribed
investment property to the standalone financial cost records have been made and maintained. We
statements, are held in the name of the Company. have, however, not made a detailed examination of
(ii) As explained to us, inventories have been physically the cost records with a view to determine whether
verified by the management at regular intervals they are accurate or complete.
during the year. The discrepancies noticed on such
physical verification as compared to book records (vii) In respect of statutory dues:
were not material and have been appropriately dealt a.
According to the information and explanations
with in the books of accounts. given to us and the records of the Company
examined by us, in our opinion the Company
(iii) According to the information and explainations given
to us, the Company has granted unsecured loan is generally regular in depositing undisputed
to a Subsidiary Company, covered in the Register statutory dues including Provident Fund,
maintained under Section 189 of the Companies Employees’ State Insurance, Income Tax, Goods
Act, 2013, in respect of which we report that: and Service Tax, Duty of Customs, Cess and other
statutory dues as applicable with the appropriate
a.
The terms and conditions of grant of the said authorities. According to the information and
unsecured loan, in our opinion, prima facie, are not explanations given to us, no undisputed amounts
prejudicial to the interest of the Company. payable in respect of the aforesaid dues were
b. The schedule of repayment of principal and payment outstanding as at 31 March, 2020 for a period of
of interest has been stipulated, as per which the more than six months from the date they became
repayment of principal and interest has not yet payable.
fallen due.
b.
The disputed statutory dues aggregating to `
c. As the repayment of principal and interest has not 1,301.65 lakhs, that have not been deposited on
yet started, the said clause regarding the overdue account of matters pending in appeals before
outstanding is not applicable. appropriate authorities are as under:

Name of the Statute Nature of the dues Amount Period to which the Forum where
(` in lakhs) amount relates dispute is pending
Central Excise Act, Excise duty 217.14 2011-16 Central Excise and Service Tax
1944 Appellate Tribunal
14.79 2012-13 The Commissioner (Appeal),
Central Excise and Service Tax
Central Sales Tax Sales Tax 319.00 1999-2000 The Hon’ble High Court
and Sales Tax Act of 128.98 2012-13 Sales Tax Appellate Tribunal,
various states West Bengal
Entry Tax 28.87 2012-14 The Hon’ble Supreme Court
28.86 2001-12 The Hon’ble High Court
Goods and CGST 2.29 2018-19 UP Goods & Service Tax
Service Tax Department
Income Tax Act, 1961 Income Tax 8.45 2004-05 The Commissioner of Income
Tax (Appeals)
553.27 2005-14 Income Tax Appellate Tribunal
(viii) Based on the audit procedures and according to the been disclosed in the standalone financial statements, as
information and explanations given to us, the Company required by the Ind AS 24 – Related Party Disclosures.
has not defaulted in repayment of loans or borrowings to
financial institution, banks and Government. (xiv) According to the information and explanations given
to us and based on our examination of the records of the
(ix) The Company has not raised money by way of Company, the Company has not made any preferential
initial public offer or further public offer (including debt allotment or private placement of shares or fully or partly
instruments) and term loans during the year. convertible debentures during the year.
(x) In our opinion and according to the information and (xv) In our opinion and according to the information and
explanations given to us, no fraud by the Company or explanations given to us, the Company has not entered
fraud on the Company by its officers / employees has into any non-cash transactions with Directors or persons
been noticed or reported during the course of our audit. connected with them.
(xi) The managerial remuneration paid / provided is (xvi) As explained to us, the Company is not required to
within the limit and in compliance of the provisions of be registered under section 45-IA of the Reserve Bank of
section 197 read with Schedule V to the Act. India Act, 1934.
(xii) The Company is not a Nidhi Company hence the For S.P. CHOPRA & CO.
requirement of this clause is not applicable. Chartered Accountants
Firm Regn. No. 000346N
(xiii) According to the information and explanations
given to us and based on our examination of the records (Sanjiv Gupta)
of the Company, transactions with the related parties Place: Noida Partner
are in compliance with section 177 and 188 of the Act Date : 26 June, 2020 M. No. 083364
where applicable. The details of such transcations have

Annexure-‘B’ To The Independent
Auditors’ Report
(Referred to in paragraph 2(f) under `Report on Other Legal and Regulatory Requirements’ section of the independent
auditors’ report of even date on the standalone financial statements of Sheela Foam Limited for the year ended
31 March, 2020)
Report on the Internal Financial whether adequate internal financial controls over financial
Controls under Clause (i) of Sub-section reporting was established and maintained and if such
3 of Section 143 of the Companies Act, 2013 controls operated effectively in all material respects.
(“the Act”)
We have audited the internal financial controls over Our audit involves performing procedures to obtain audit
financial reporting of Sheela Foam Limited (“the evidence about the adequacy of the internal financial
Company”) as of 31 March, 2020 in conjunction with controls system over financial reporting and their
our audit of the standalone financial statements of the operating effectiveness. Our audit of internal financial
Company for the year ended on that date. controls over financial reporting included obtaining
an understanding of internal financial controls over
Management’s Responsibility for Internal financial reporting, assessing the risk that a material
Financial Controls weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based
The Board of Directors of the Company is responsible for
on the assessed risk. The procedures selected depend
establishing and maintaining internal financial controls
on the auditors’ judgement, including the assessment
based on the internal control over financial reporting
of the risks of material misstatement of the financial
criteria established by the Company considering the
statements, whether due to fraud or error.
essential components of internal control stated in the
“Guidance Note on Audit of Internal Financial Controls
We believe that the audit evidence we have obtained is
Over Financial Reporting” (the “Guidance Note”) issued
sufficient and appropriate to provide a basis for our audit
by the Institute of Chartered Accountants of India
opinion on the Company’s internal financial controls
(“ICAI”). These responsibilities include the design,
system over financial reporting.
implementation and maintenance of adequate internal
financial controls that were operating effectively Meaning of Internal Financial Controls
for ensuring the orderly and efficient conduct of its Over Financial Reporting
business, including adherence to company’s policies, the
A company’s internal financial control over financial
safeguarding of its assets, the prevention and detection
reporting is a process designed to provide reasonable
of frauds and errors, the accuracy and completeness of
assurance regarding the reliability of financial reporting
the accounting records, and the timely preparation of
and the preparation of financial statements for external
reliable financial information, as required under the Act.
purposes in accordance with generally accepted
Auditor’s Responsibility accounting principles. A company’s internal financial
control over financial reporting includes those policies
Our responsibility is to express an opinion on the
and procedures that (1) pertain to the maintenance of
Company’s internal financial controls over financial
records that, in reasonable detail, accurately and fairly
reporting based on our audit. We conducted our audit in
reflect the transactions and dispositions of the assets
accordance with the Guidance Note on Audit of Internal
of the Company; (2) provide reasonable assurance
Financial Controls Over Financial Reporting (the ‘Guidance
that transactions are recorded as necessary to permit
Note’) and the Standards on Auditing, issued by the
preparation of financial statements in accordance
Institute of Chartered Accountants of India and deemed
with generally accepted accounting principles, and
to be prescribed under section 143(10) of the Act to the
that receipts and expenditures of the Company are
extent applicable to an audit of internal financial controls,
being made only in accordance with authorisations of
both applicable to an audit of Internal Financial Controls
management and Directors of the Company; and (3)
and, both issued by the Institute of Chartered Accountants
provide reasonable assurance regarding prevention or
of India. Those Standards and the Guidance Note require
timely detection of unauthorised acquisition, use, or
that we comply with ethical requirements and plan and
disposition of the Company’s assets that could have a
perform the audit to obtain reasonable assurance about
material effect on the financial statements.

Inherent Limitations of Internal Financial controls with reference to financial statements and
Controls Over Financial Reporting such internal financial controls with reference to
Because of the inherent limitations of internal financial financial statements were operating effectively as at
controls over financial reporting, including the possibility 31 March, 2020, based on the internal control over
of collusion or improper management override of financial reporting criteria established by the Company
controls, material misstatements due to error or fraud considering the essential components of internal control
may occur and not be detected. Also, projections of any stated in the Guidance Note on Audit of Internal Financial
evaluation of the internal financial controls over financial Controls Over Financial Reporting issued by the Institute
reporting to future periods are subject to the risk that of Chartered Accountants of India.
the internal financial control over financial reporting may
become inadequate because of changes in conditions, For S.P. CHOPRA & CO.
or that the degree of compliance with the policies or Chartered Accountants
procedures may deteriorate. Firm Regn. No. 000346N
Opinion (Sanjiv Gupta)

In our opinion, to the best of our information and Place: Noida Partner
according to the explanations given to us, the Company Date : 26 June, 2020 M. No. 083364
has, in all material respects, adequate internal financial

Balance Sheet
as at 31 March, 2020
(` In Lakhs)
Particulars Note As at As at
31 March, 2020 31 March, 2019
ASSETS
Non-current assets
Property, Plant and Equipment 3 27,267.17 26,537.97
Capital work in progress 3 1,652.58 73.94
Right-of-use Assets 4 260.76 -
Investment Property 5 365.10 384.86
Investments in Subsidiaries 6 21,372.47 9,938.09
Financial Assets
- Investments 7 1,183.32 4,917.69
- Loans 8 4,844.81 234.55
- Other non-current financial assets 9 31.61 11.00
Non-current tax assets (net) 10 964.40 1,061.33
Other non-current assets 11 134.21 58,076.43 178.48 43,337.91
Current assets
Inventories 12 16,517.51 15,295.80
Financial Assets
- Investments 13 21,791.76 26,767.39
- Trade receivables 14 12,640.27 10,265.85
- Cash and cash equivalents 15 2,889.45 1,066.90
- Bank balances other than cash and 16 25.65 157.19
cash equivalents
- Loans 17 561.25 18.78
- Other current financial assets 18 1,001.07 2,567.68
Other current assets 19 3,449.07 58,876.03 2,807.74 58,947.33
TOTAL ASSETS 1,16,952.46 1,02,285.24
EQUITY AND LIABILITIES
Equity
Equity Share Capital 20 2,439.14 2,439.14
Other Equity 21 80,573.31 83,012.45 64,468.47 66,907.61
Liabilities
Non-current liabilities
Financial liabilities
- Borrowings 22 - 29.57
- Lease liabilities 40.7 254.40 -
- Other non-current financial liabilities 23 7,372.61 6,965.39
Provisions 24 731.94 675.98
Deferred tax liabilities (Net) 25 D 678.66 9,037.61 1,142.09 8,813.03
Current liabilities
- Borrowings 26 2.45 -
- Trade payables 27
a) Total outstanding dues of micro enterprises and 330.31 1,087.02
small enterprises
b) Total outstanding dues of creditors other than 11,075.14 10,567.96
micro enterprises and small enterprises
- Other current financial liabilities 28 7,391.54 7,429.42
Provisions 29 547.34 486.30
Other current liabilities 30 5,528.03 24,902.40 6,993.90 26,564.60
TOTAL EQUITY AND LIABILITIES 1,16,952.46 1,02,285.24
‘Significant Accounting Policies’ and ‘Notes 1 to 40’ form an integral part of the Standalone Financial Statements.
As per our Report of even date attached

For S. P. CHOPRA & CO. For and on behalf of the Board of Directors
(Sanjiv Gupta) (Rahul Gautam) (Tushaar Gautam)
Partner Managing Director Whole-time Director
Membership No. 083364 DIN : 00192999 DIN : 01646487
(Dhruv Mathur) (Md. Iquebal Ahmad)

Chief Financial Officer Company Secretary
Place : Noida M. No. - A20921
Date : 26 June, 2020

Statement of Profit and loss

for the year ended 31 March, 2020
(` In Lakhs)
Particulars Note Year ended Year ended
No. 31 March, 2020 31 March, 2019
INCOME:
Revenue From Operations 31 1,75,476.98 1,81,375.90
Other Income 32 4,398.07 3,048.50
Total Income ` 1,79,875.05 1,84,424.39
EXPENSES:
Cost of materials consumed 33 88,486.24 1,01,077.44
Purchases of Stock-in-Trade 34 1,798.33 4,662.53
Other manufacturing expenses 35 5,251.79 4,210.92
Changes in inventories of 36 386.14 (741.82)
finished goods, stock-in-process
and stock-in-trade
Employee benefits expense 37 14,107.18 11,073.05
Finance costs 38 813.60 733.83
Depreciation and amortisation 3 to 5 3,309.16 3,108.68
expense
Other expenses 39 43,008.53 42,739.84
Total Expenses 1,57,160.97 1,66,864.46
Profit before exceptional 22,714.08 17,559.93
items & tax
Exceptional items
Insurance claim receivable 40.15 1,199.49 -
written off
Profit before tax 21,514.59 17,559.93
Tax expense: 25
Current tax - Current year's 25A 5,422.52 4,717.79
- Earlier year's - (111.02)
Deferred tax 25D (459.05) 4,963.47 586.14 5,192.91
Profit for the year 16,551.12 12,367.02
Other Comprehensive
Income/(loss) :
Items that will not be
reclassified to profit or loss
- Re-measurements losses on 40.4 (578.99) (141.64)
defined benefit plans
- Income tax effects 25B 145.72 49.49
Other Comprehensive loss for (433.27) (92.15)
the year
Total Comprehensive Income 16,117.85 12,274.87
for the year
Earnings per share- Basic/ 40.8 33.93 25.35
Diluted in `
‘’Significant Accounting Policies’ and ‘Notes 1 to 40’ form an integral part of the Standalone Financial Statements.



Statement of Changes in Equity
(A) EQUITY SHARE CAPITAL
For the year ended 31 March, 2020
(` In Lakhs)
Balance as at Changes in equity share Balance as at
1 April, 2019 capital during the year 31 March, 2020
2,439.14 - 2,439.14

(` In Lakhs)
2,439.14 - 2,439.14
(B) OTHER EQUITY

Particulars Retained Capital General Other Total
Earnings Reserve Reserve comprehensive
income - other items
Balance as at 31 March, 2019 62,662.52 328.57 1,716.27 (238.89) 64,468.47
Less: Adjustment on adoption of Ind (13.01) - - - (13.01)
AS 116 (net of tax) (refer note 2.1.b)
Balance as at 1 April, 2019 62,649.51 328.57 1,716.27 (238.89) 64,455.46
Profit for the year 16,551.12 - - - 16,551.12
Other Comprehensive Loss for the - - - (433.27) (433.27)
year (net of tax)

Particulars Retained Capital General Other Total
Earnings Reserve Reserve comprehensive
income - other items
Balance as at 1 April, 2018 50,295.50 328.57 1,716.27 (146.74) 52,193.60
Profit for the year 12,367.02 - - - 12,367.02
Other Comprehensive Loss for the - - - (92.15) (92.15)
year (net of tax)



Statement of Cash Flows

(` In Lakhs)
Particulars Year Ended Year Ended
31 March, 2020 31 March, 2019
Amount Total Amount Total
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before tax as per statement of 21,514.59 17,559.93
profit and loss
Adjustments for:
Depreciation and amortisation expense 3,309.16 3,108.68
Insurance claim receivable written off 1,199.49 -
Finance costs 813.60 733.83
Advances/Balances written off 211.31 0.34
Provision for doubtful receivables 71.69 38.47
Fair value gain on investments (net) (657.38) (639.42)
Dividend received from mutual funds - (28.29)
Profit on sale of investments (net) (1,505.57) (418.01)
Liabilities/provisions no longer required written back (10.73) (14.60)
Unrealised foreign exchange (Gain) /loss (net) (17.01) 48.44
Interest income (564.30) (1,049.39)
Assets written off 26.65 25.82
(Profit)/Loss on sale of property, plant and (263.15) 29.35
equipment (net)
2,613.76 1,835.22
Operating profit before working capital changes 24,128.35 19,395.16
Adjustment for working capital changes:
(Increase) in Inventories (1,221.71) (2,310.51)
(Increase) in loans and trade receivables (2,762.05) (142.43)
(Increase)/Decrease in other financial and non- (209.31) 129.39
financial assets
(Decrease)/Increase in trade payables (232.52) 291.17
(Decrease)/Increase other financial liabilities, (1,546.14) 198.86
non-financial liabilities and provisions
Cash used in Working Capital Changes (5,971.73) (1,833.51)
Cash generated from operations 18,156.62 17,561.64
Income Tax paid (5,179.87) (5,606.88)
Net Cash inflow from Operating Activities - A 12,976.75 11,954.76
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of propery, plant and equipment (5,635.97) (4,486.48)
including capital work in progress
Sale/adjusment/write-off of property, plant and 306.16 64.09
equipment
Deposits matured/made during the year (net) 111.54 403.12
Investment in equity shares of Subsidiary (11,434.38) (268.43)
Company
Investment in bonds, debentures and mutual 10,872.96 (20,822.66)
funds (net)
Loans & advances given to Subsidairy Company (4,946.54) -
Dividend income - 28.29
Interest income 441.49 1,093.98
Net Cash outflow from Investing Activities - B (10,284.74) (23,988.09)

Statement of Cash Flows
(` In Lakhs)
31 March, 2020 31 March, 2019
C. CASH FLOW FROM FINANCING ACTIVITIES
Repayment of Secured long term borrowings (1.74) (16.85)
Repayment of Unsecured long term borrowings (29.57) (53.61)
Proceeds from Unsecured short term borrowings 2.45 -
Repayments of Unsecured short term - (18.04)
borrowings
Payment of principal portion of lease liabilities (56.20) -
Payment of interest portion of lease liabilities (3.44) -
Finance costs (780.96) (733.83)
Net Cash outflow from Financing Activities - C (869.46) (822.33)
Net increase/(decrease) in cash and cash 1,822.55 (12,855.66)
equivalents (A+B+C)
Cash and cash equivalents (Opening Balance) 1,066.90 13,922.56
Cash and cash equivalents (Closing Balance) 2,889.45 1,066.90
Note to Statement of cash flows :

Components of Cash and cash equivalents
-
as under :
- Balance with Banks - Current Accounts 879.93 1,057.19
- Cash on hand 9.52 9.71
- Deposits with Banks with original maturity of 2,000.00 -
less than 3 months
2,889.45 1,066.90
- Figures in brackets indicate cash outflow.
- The above Standalone Statement of cash flows
has been prepared under the indirect method set
out in Ind AS 7 - Statement of Cash Flows



Notes to the Standalone Financial Statements

1. COMPANY INFORMATION (Indian Accounting Standards) Rules, 2015 (as

Sheela Foam Limited (‘the Company’) is a ISO amended from time to time) and other relevant
9001:2000 public limited Company incorporated in provisions of the Act. The standalone financial
India, with its registered office in New Delhi. The statements have been prepared on accrual and
Company is listed on the National Stock Exchange going concern basis. All the assets and liabilities
(NSE) and the Bombay Stock Exchange (BSE). have been classified as current and non-current
as per the Company’s normal operating cycle
The Company is pioneered in the manufacturing and other criteria as set out in Division II of
of polyurethane foams in India, and has ten Schedule III to the Companies Act, 2013.
manufacturing facilities using the state of the art
technology at strategic locations across the country. b. Ind AS 116 – Leases
During the year, Ind AS 116 – Leases (the
The standalone financial statements for the year ‘Standard’), has become effective from 1 April,
ended 31 March, 2020 were approved by the Board 2019, replacing the existing Ind AS 17 - Leases.
of Directors and authorised for issue on 26 June,
2020. As permitted by the transitional provisions of
the Standard, the Company has not restated the
2. SIGNIFICANT ACCOUNTING POLICIES comparative information, but has recognised
2.1
Statement of Compliance and Basis of the cumulative effect of its initial application as
Preparation an adjustment to opening Retained Earnings at
the date of initial application i.e. 1 April, 2019
a. Basis of Preparation :
by using modified retrospective method. The
The standalone financial statements have following table shows the adjusted opening
been prepared in accordance with the Indian Balance Sheet as at 1 April, 2019:
Accounting Standards (‘Ind AS’) notified
under Section 133 of the Companies Act,
2013 (the ‘Act’) read with the Companies
Particulars As at Adjustment on As at
31 March, 2019 adoption of Ind AS 116 1 April, 2020
Lease liabilities – Non-Current - 237.73 237.730
Lease liabilities - Current - 27.10 27.10
Right-of-use assets (Gross) (Refer Note 4) - 247.44 247.44
Retained Earnings 62,662.52 (13.01) 62,649.51
Deferred tax liabilities (Refer Note 25D) 1,142.09 (4.38) 1137.71
The lease liabilities were discounted using the d. Functional and presentation currency
incremental borrowing rate as at 1 April, 2019. In
The standalone financial statements are
the reporting period, the first-time application of prepared in Indian Rupees (‘`’), which is
Ind AS 116 meant that rental / lease expenses were
the Company’s functional and presentation
replaced by depreciation charges on right-of-use
currency. All financial information presented in
assets and interest expenses. Refer to Note 2.13 for
Indian Rupees has been rounded to the nearest
accounting policy followed by Company in respect
of accounting of lease. lakhs with two decimal places, unless stated
otherwise.
c. Historical Cost Convention
e. Current versus non-current classification
The standalone financial statements have been
prepared on a historical cost basis, except, The Company presents assets and liabilities
certain financial assets and liabilities, measured in the balance sheet based on current / non-
at fair value, current classification.

An asset is classified as current when it is: - that date but provide additional evidence about
conditions existing as at the Balance Sheet
- expected to be realised, or intended to be sold
date.
or consumed in normal operating cycle;
- held primarily for the purpose of trading; The estimates and assumptions that have a
significant risk of causing a material adjustment
- expected to be realised within 12 months after
to the carrying values of assets and liabilities
the reporting period; or
within the next financial year are given below.
- cash or cash equivalent unless restricted from
being exchanged or used to settle a liability for i. Useful lives of Property Plant and Equipment
at least 12 months after the reporting date.
The Property, Plant and Equipment are
depreciated on a pro-rate basis on written
All other assets are classified as non-current. down value basis over their respective useful
lives. Management estimates the useful lives
A liability is classified as current when it is:
of these assets as detailed in Note 2.2 below.
- expected to be settled in the normal operating Changes in the expected level of usage,
cycle; technological developments, level of wear and
tear could impact the economic useful lives and
- held primarily for the purpose of trading;
the residual values of these assets, therefore,
- due to be settled within 12 months after the future depreciation charges could be revised
reporting date; or and could have an impact on the financial
position in future years.
- there is no unconditional right to defer the
settlement of the liability for at least 12 months
ii. Retirement benefit obligation
after the reporting date.
The cost of retirement benefits and present value
All other liabilities are classified as non-current. of the retirement benefit obligations in respect of
Deferred tax assets and liabilities: Gratuity and Leave Encashment is determined
using actuarial valuations. An actuarial valuation
Deferred tax assets and liabilities are classified as
involves making various assumptions which may
non-current assets and liabilities.
differ from actual developments in the future.
These include the determination of the discount
Operating Cycle:
rate, future salary increases, mortality rates and
The operating cycle is the time between acquisition future pension increases. Due to the complexity
of assets for processing and their realisation in cash of the valuation, the underlying assumptions
and cash equivalent. The Company has identified and its long-term nature, these retirement
twelve months as its operating cycle. benefit obligations are sensitive to changes
in these assumptions. All assumptions are
f. Use of estimates and judgments reviewed at each reporting date. In determining
The preparation of the financial statements the appropriate discount rate, management
requires management to make judgements, considers the interest rates of long term
estimates and assumptions that affect the government bonds with extrapolated maturity
reported amounts of revenues, expenses, corresponding to the expected duration of
assets and liabilities, and the accompanying these obligations. The mortality rate is based on
disclosure and the disclosure of contingent publically available mortality table for the specific
liabilities. Uncertainty about these estimates countries. Future salary increases and pension
and assumptions could result in outcomes that increases are based on expected future inflation
requires material adjustments to the carrying rates for the respective countries. Further
amount of the assets and liabilities in future details about the assumptions used, including a
period/s. sensitivity analysis are given in Note 40.4.
iii. Taxes
These estimates and assumptions are based
on the facts and events, that existed as at the
Uncertainties exist with respect to the
date of Balance Sheet, or that occurred after interpretation of complex tax regulations,


changes in tax laws, and the amount and timing amount is the higher of an asset’s fair value
of future taxable income. Given the wide range less cost of disposal and its value in use. It is
of business relationships and the long term determined for an individual asset, unless the
nature and complexity of existing contractual asset does not generate cash inflows that are
agreements, differences arising between the largely independent of those from other assets
actual results and the assumptions made, or or group of assets. Where the carrying amount
future changes to such assumptions, could of an asset exceeds its recoverable amount,
necessitate future adjustments to tax income the asset is considered impaired and is written
and expense already recorded. The Company down to its recoverable amount.
establishes provisions, based on reasonable
estimates. The amount of such provisions is In assessing value in use, the estimated future
based on various factors, such as experience of cash flows are discounted to their present
previous tax audits and differing interpretations value using a pre-tax discount rate that
of tax regulations by the taxable entity and the reflects current market assessments of the
responsible tax authority. Such differences of time value of money and the risks specific to
interpretation may arise on a wide variety of the asset. In determining fair value less costs
issues depending on the conditions prevailing of disposal, recent market transactions are
in the respective domicile of the companies. taken into account. If no such transactions can
be identified, an appropriate valuation model
iv. Fair value measurement of financial instrument is used. These calculations are corroborated
When the fair value of financial assets and by valuation multiples, or other fair value
financial liabilities recorded in the balance sheet indicators.
cannot be measured based on quoted prices in
active markets, their fair value is measured using 2.2 Property, Plant & Equipment
valuation techniques including the Discounted Property, Plant & Equipment are accounted for

Cash Flow (DCF) model. The inputs to these on historical cost basis (inclusive of the cost
models are taken from observable markets of installation and other incidental costs till
where possible, but where this is not feasible, a commencement of commercial production) net of
degree of judgement is required in establishing recoverable taxes, less accumulated depreciation
fair values. Judgements include considerations and impairment loss, if any. It also includes the initial
of inputs such as liquidity risk, credit risk and estimate of the costs of dismantling and removing
volatility. Changes in assumptions about these the item and restoring the site on which it is located.
factors could affect the reported fair value of
financial instruments. Subsequent costs are added to the existing asset’s
carrying amount or recognised as a separate asset,
v. Impairment of Financial assets as appropriate, only when it is probable that future
The impairment provisions of financial assets economic benefits associated with the item will
are based on assumptions about risk of default flow to the Company and the cost of the item can be
and expected loss rates. The Company uses measured reliably. All other repairs and maintenance
judgement in making these assumptions are charged to the Statement of Profit and Loss
and selecting the inputs to the impairment during the period in which they are incurred.
calculation, based on Company’s past history,
existing market conditions as well as forward Cost of leasehold land is amortised over the period
looking estimates at the end of each reporting of lease.
period.
Depreciation on property, plant & equipment is
vi. Impairment of non-Financial assets provided on a pro-rate basis on written down value
The Company assesses at each reporting date basis, over the useful life of the assets estimated
whether there is an indication that an asset by the management, in the manner prescribed
may be impaired. If any indication exists, or in Schedule II of the Companies Act, 2013. The
when annual impairment testing for an asset asset’s residual values, useful lives and method
is required, the Company estimates the asset’s of depreciation are reviewed at the end of each
recoverable amount. An assets recoverable reporting period and necessary adjustments are

made accordingly, wherever required. The property, impairment losses, if any. Subsequent costs are
plant and equipment costing upto ` 5,000/- are added to the carrying amount only when it is probable
fully depreciated during the year of addition after that it will increase its useful life. All other repairs and
retaining 5% as net residual value. The useful lives maintenance are charged to the Statement of Profit
in the following cases are different from those and Loss during the period in which they are incurred.
prescribed in Schedule II of the Companies Act, 2013. Though the Company measures investment property
using cost based measurement, the fair value of the
Asset Useful life as Useful life as investment property is disclosed in the notes. Fair
per Schedule assessed / value is determined based on an annual evaluation
II of the estimated by performed by an accredited external independent
Companies the Company valuer applying a recognised and recommended
Act, 2013 (No. of valuation model.
(No. of Years) Years)
Buildings : Depreciation on investment property, is provided
- Factory 30 29 on a pro-rate basis on written down value basis,
- Office 60 59 over the useful life of the property estimated by the
- Residential 60 59 management, in the manner prescribed in Schedule
Plant & Equipment 15 20 II of the Companies Act, 2013. The property’s residual
Furniture & 10 15 values, useful lives and method of depreciation
Fixtures are reviewed at the end of each reporting period
Vehicles : and necessary adjustments are made accordingly,
- Motor Cars 8 10 wherever required. The useful lives in the following
Office Equipment 5 20 cases are different from those prescribed in Schedule
II of the Companies Act, 2013.
Date Processing
Equipment : Asset Useful life as Useful life as
- Computer 3 6 per Schedule assessed /
Equipment II of the estimated by
Electrical Fittings 10 20 Companies the Company
Act, 2013 (No. of Years)

Based on usage pattern and internal assessment, (No. of Years)
the management believes that the useful lives as Buildings :
given above best represent the period over which
- Factory 30 29
the management expects to use these assets.
- Office 60 59
Hence the useful lives of these assets is different
- Residential 60 59
from the lives as prescribed in Schedule II of the

Based on usage pattern and internal assessment,
the management believes that the useful lives as
Gains or losses arising on retirement or disposal of
property, plant and equipment are recognised in the
the management expects to use these properties.
Statement of Profit and Loss.
Hence the useful lives of these properties is different
Property, plant and equipment which are not ready
for intended use as on the date of Balance Sheet are
disclosed as “Capital work-in-progress”.
Investment property is derecognised when either
it has been disposed off or when the investment
2.3 Investment Property
property is permanently withdrawn from use and
Property that is held for long- term rental yields or for no future economic benefit is expected from its
capital appreciation or both, and that is not occupied disposal. Any gain or loss arising on de-recognition
by the Company, is classified as investment property. of the investment property is included in the
Investment properties are measured initially at cost, Statement of Profit and Loss.
including transaction costs. Subsequent to initial
recognition, investment property is measured at Transfers are made to / from investment property
cost less accumulated depreciation and accumulated only when there is a change in its use. Transfers


between investment property is made at the (1) Financial assets measured at amortised cost:
carrying amount of the property transferred. A financial asset is measured at amortised cost
if both the following conditions are met:
2.4 Investment in Subsidiaries
Investments in subsidiaries are carried at cost, -
Business Model Test: The objective of the
less accumulated impairment losses, if any. Where business model is to hold financial asset in
an indication of impairment exists, the carrying order to collect contractual cash flows (rather
amount of the investment is assessed and written than to sell the asset prior to its financial
down immediately to its recoverable amount. maturity to realize its fair value changes); and
On disposal of investments in subsidiaries, the
difference between net disposal proceeds and the - Cash Flow Characteristics Test: Contractual
carrying amounts are recognised in the Statement terms of the financial asset give rise on
of Profit and Loss. specified dates to cash flows that are solely
payments of principal and interest (SPPI) on the
2.5 Financial Instruments
principal amount outstanding.
A financial instrument is a contract that gives rise to
a financial asset of one entity and a financial liability This category is most relevant to the Company.
or equity instrument of another entity. After initial measurement, such financial asset
(i) Financial Assets are subsequently measured at amortised cost
using the effective interest rate (EIR) method.
(a) Initial recognition and measurement
Amortised cost is calculated by taking
At initial recognition, all financial assets are into account any discount or premium on
recognised at its fair value plus, in the case of a acquisition and fees or costs that are an integral
financial asset not carried at fair value through part of EIR. EIR is the rate that exactly discounts
profit or loss, transaction costs that are the estimated future cash receipts over the
attributable to the acquisition of the financial expected life of the financial instrument or a
asset. Transaction costs of financial assets shorter period, where appropriate, to the gross
carried at fair value through profit or loss are carrying amount of the financial asset. When
expensed in profit or loss. calculating the effective interest rate, the
(b) Classification and subsequent measurement Company estimates the expected cash flows
by considering all the contractual terms of the
For the purpose of subsequent measurement,
financial instrument but does not consider the
financial assets are classified in the following
expected credit losses. The EIR amortisation is
categories:
included in interest income is the statement
a. Financial assets measured at amortised cost; of profit and loss. The losses arising from
b. Financial assets measured at fair value through impairment are recognised in the statement of
other comprehensive income (FVTOCI); and profit or loss. This category generally applies
to trade receivables, deposits with banks,
c. Financial assets measured at fair value through security deposits, cash and cash equivalents,
profit and loss (FVTPL) investments in securities and employee

Where financial assets are measured at fair loans, etc.
value, gains and losses are either recognised
entirely in the Statement of Profit and Loss (i.e. (2) Financial instruments measured at Fair Value
fair value through profit and loss), or recognised Through Other Comprehensive Income
in other comprehensive income (i.e. fair value (FVTOCI):
through Other Comprehensive Income). A financial instrument shall be measured at fair
value through other comprehensive income if
The classification of financial assets depends on both of the following conditions are met:
the Company’s business model for managing
the financial assets and the contractual terms -
Business Model Test: The objective of the
of the cash flows. Management determines business model is achieved by both collecting
the classification of its financial assets at initial contractual cash flows and selling financial
recognition. assets; and

- Cash Flow Characteristics Test: The Contractual The Company follows ‘simplified approach’ for
terms of the asset give rise on specified recognition of impairment loss allowance on:
dates to cash flows that are solely payments
-
Financial assets that are debt instruments,
of principal and interest (SPPI) on principal
and are measured at amortised cost i.e. trade
amount outstanding.
receivables, deposits with banks, security
deposits and employee loans etc.
Financial instruments included within FVTOCI
category are measured initially as well as - Financial assets that are debt instruments, and
at each reporting period at fair value. Fair are measured at FVTOCI, The Company as at
value movements are recognised in Other the Balance Sheet date is not having any such
Comprehensive Income (OCI) except for the instruments.
recognition of interest income, impairment
Under the simplified approach, the Company
gains and losses and foreign exchange gain and
does not track changes in credit risk. Rather, it
losses which are recognised in the Statement of
recognizes impairment loss allowance based
Profit and Loss. The Company as at the Balance
on lifetime ECLs at each reporting date, right
Sheet date is not having any such instruments.
from its initial recognition.
(3) Financial instruments measured at Fair Value
The trade receivables are initially recognised at
Through Profit and Loss (FVTPL)
the sale/recoverable value and are assessed at
Fair Value through Profit and Loss is a residual each Balance Sheet date for collectability. Trade
category. Any financial instrument, which receivables are classified as current assets, if
does not meet the criteria for categorisation collection is expected within twelve months as
as at amortised cost or fair value through at Balance Sheet date, if not, they are classified
other comprehensive income is classified under non-current assets.
as FVTPL. Financial instruments included in
FVTPL category are measured initially as well For recognition of impairment loss on other
as at each reporting period at fair value. Fair financial assets and risk exposure, the
value movements i.e. gain or loss and interest Company determines that whether there
income are recorded in Statement of Profit and has been a significant increase in the credit
Loss. This category comprises of investments risk since initial recognition. If credit risk
in mutual funds and market linked debentures. has not increased significantly, 12 months
(Expected Credit Loss) ECL is used to provide
(c) Impairment of financial assets for impairment loss. However, if credit risk has
The Company assesses impairment based increased significantly, lifetime ECL is used. If
on expected credit losses (ECL) model to the in a subsequent period, credit quality of the
following: instrument improves such that there is no
longer a significant increase in credit risk since
- Financial Assets measured at amortised
initial recognition, then the Company reverts to
cost;
recognising impairment loss allowance based
- Financial Assets measured at FVTOCI. on 12-months ECL.
Expected credit losses are measured
For assessing increase in credit risk and
through a loss allowance at an amount
impairment loss, the Company combines
equal to:
financial instruments on the basis of shared
-
the 12 months expected credit losses credit risk characteristics with the objective
(expected credit losses that result from of facilitating an analysis that is designed to
those default events on the financial enable significant increases in credit risk to be
instrument that are possible within 12 identified on timely basis.
months after the reporting date); or
(d) Derecognition of financial assets
-
full lifetime expected credit losses
(expected credit losses that result from A financial asset (or, where applicable, a part
all possible defaults events over the life of of a financial asset or part of a group of similar
the financial instrument). financial assets) is primarily derecognised (i.e.


removed from the Company’s Balance Sheet) Financial liabilities are classified as held for
when: trading if they are incurred for the purpose of
repurchasing in the near term.
a. The rights to receive cash flows from the
asset have been expired/transferred, or
Gains or losses on liabilities held for trading are
b.
The Company retains the contractual recognised in the profit or loss.
right to receive the cash flows of the
financial asset, but assumes a contractual
Financial liabilities designated upon initial
obligation to pay the cash flows to one or recognition at fair value through profit or loss
more recipients. are designated as such at the initial date of
recognition, and only if the criteria in IND AS
Where the Company has transferred 109 are satisfied. For liabilities designated as
an asset, it evaluates whether it has FVTPL, fair value gains/ losses attributable to
substantially transferred all risks and changes in own credit risk are recognised in
rewards of ownership of the financial Other Comprehensive Income. These gains/
asset. In such cases, the financial asset is losses are not subsequently transferred to
derecognised. When the Company has not profit and loss. However, the Company may
transferred substantially all the risks and transfer the cumulative gain or loss within
rewards of ownership of a financial asset, equity. All other changes in fair value of such
the financial asset is not derecognised. liability are recognised in the statement of
comprehensive income. The Company has not

Where the Company has neither designated any financial liability as at fair value
transferred a financial asset nor retains through profit and loss.
substantially all risks and rewards of
ownership of the financial asset, the Borrowings & Security Deposits
financial asset is derecognised if the
Any difference between the proceeds (net of
Company has not retained control of the
transaction costs) and the repayment amount
financial asset. When the entity retains
is recognised in profit or loss over the period
control of the financial asset, the asset is
of the liability and subsequently measured at
continued to be recognised to the extent
amortised cost using the effective interest
of continuing involvement in the financial
method. Gains and losses are recognised
asset.
in the profit or loss when the liabilities are
derecognised as well as through the EIR
(ii) Financial Liabilities
amortisation process.
Initial recognition and measurement
All financial liabilities are recognised initially Amortised cost is calculated by taking into
at fair value and, in the case of borrowings account any discount or premium on acquisition
and payables, net of directly attributable and fees or costs that are integral part of the
transaction costs. The Company’s financial EIR. The EIR amortisation is included as finance
liabilities include trade payables, borrowings, costs in the statement of profit and loss.
security deposits and other payables.
Financial Guarantee Contract
Subsequent measurement Financial guarantee contracts issued by the

The measurement of financial liabilities Company are those contracts that require a
depends on their classification, as described payment to be made to reimburse the holder for
below: loss it incurs because the specified debtor fails
to make a payment when due in accordance

Financial Liabilities at Fair Value through Profit with the terms of a debt instrument. Financial
or Loss (FVTPL) guarantee contracts are recognised initially as
Financial liabilities at FVTPL include financial a liability at fair value, adjusted for transaction
liabilities held for trading and financial liabilities costs that are directly attributable to the
designated upon initial recognition as at fair issuance of the guarantee. Subsequently, the
value through profit or loss. liability is measured at the higher of the amount

of loss allowance determined as per impairment the ordinary course of business less the estimated
requirements of Ind AS 109 and the amount costs of completion and estimated costs necessary
recognised less cumulative amortisation. to make sale.
Trade and other payables 2.7 Cash and Cash Equivalents

Trade and other payables are obligations
Cash and cash equivalents comprise cash on
incurred by the Company towards purchase of hand and demand deposits with banks which are
raw material and other goods and availing the short-term (three months or less from the date
services that have been acquired or availed of acquisition), highly liquid investments that are
in the ordinary course of business. Trade and readily convertible into cash and which are subject
other payables are classified under current to an insignificant risk of changes in value.
liabilities, if payment is due within 12 months
as at Balance Sheet date, if not, they are 2.8 Impairment of Non-Financial Assets
classified under non-current liabilities. They
The Company assesses, at each reporting date,
are recognised initially at their fair value and using external and internal sources, whether there
subsequently measured at amortised cost is an indication that a non-financial asset may be
using the effective interest method. impaired and also whether there is an indication
of reversal of impairment loss recognised in the
Derecognition previous period/s. If any indication exists, or when
A financial liability is derecognised when the annual impairment testing for an asset is required,
obligation under the liability is discharged or the Company determines the recoverable amount
cancelled or expires. When an existing financial and impairment loss is recognised when the carrying
liability is replaced by another from the same value of an asset exceeds its recoverable amount.
lender on substantially different terms, or the
terms of an existing liability are substantially The recoverable amount is determined:
modified, such an exchange or modification
- in the case of an individual asset, at the higher
is treated as the de-recognition of the original
of the asset’s fair value less cost of sell and
liability and the recognition of a new liability.
value in use; and
The difference in the respective carrying
amounts is recognised in the Statement of - in the case of cash generating unit (a group of
Profit and Loss. assets that generates identified, independent
cash flows) at the higher of the cash generating
(iii) Offsetting of financial instruments: unit’s fair value less cost to sell and value in use.
Financial assets and financial liabilities are
offset and the net amount is reported in the In assessing value in use, estimated future cash
balance sheet it there is a currently enforceable flows are discounted to their present value using
legal right to offset the recognised amounts a pre-tax discount rate that effects current market
and there is an intention to settle on a net basis, assessments of the time value of money and the
to realise the assets and settle the liabilities risks specific to that asset. In determining fair value
simultaneously. less costs of disposal, recent market transactions
are taken into account. If no such transactions can be
2.6 Inventories identified, an appropriate valuation model is used.
Inventories are valued at lower of cost and net These calculations are corroborated by valuation
realisable value. In respect of raw material, packing multiples, quoted share prices for publicly traded
material and stores & spares, cost is computed companies or other available fair value indicators.
on first in first out basis, as determined on direct
cost basis. Finished goods and stock-in-process An impairment loss for an asset is reversed, if and only
include cost of inputs, conversion costs and other if, the reversal can be related objectively to an event
costs including manufacturing overheads incurred occurring after the impairment loss was recognised,
in bringing them to their present location and the carrying amount of an asset is increased to its
condition. Obsolete, defective and unserviceable revised recoverable amount, provided that this
stocks are provided for, wherever required. The amount does not exceed the carrying amount
net-realisable value is the estimated selling price in that would have been determined (net of any


accumulated amortisation or depreciation) had no b)

Revenue from rendering of services is
impairment loss being recognised for the asset in recognised when the performance of agreed
prior year/s. contractual task has been completed.
2.9 Provisions and Contingent Liabilities c)

Export incentive such as Duty drawback is
recognised on post export basis on the basis of
a) Provisions
their entitlement rates.

Provisions are recognised when the Company
has a present obligation (legal or constructive) d)
Interest income is recognised on time
as a result of a past event, and it is probable that proportion basis taking into account the
an outflow of resources embodying economic amount outstanding and applicable interest
benefits will be required to settle the obligation rates.
and a reliable estimate can be made of the
amount of obligation. Provisions are measured e) Insurances claims are recognised to the extent
at the best estimate of the expenditure required the Company is reasonably certain of their
to settle the present obligation, at the balances ultimate receipt.
sheet date.
f) Dividend income on investments is recognised
If the effect of the time value of money is when the right to receive dividend is
material, provisions are discounted to reflect established.
its present value using a current pre-tax rate
g)
Other income/revenue is recognised to the
that reflects the current market assessments
extent that it is probable that the economic
of the time value of money and the risks
benefit will flow to the Company and it can be
specific to the obligation. When discounting
reliably measured.
is used, the increase in the provision due to
the passage of time is recognised as a finance
cost. 2.11 Government Grants / Subsidy

Government Grants are recognised when it is
b) Contingent Liabilities reasonably certain that the ultimate collection will
A disclosure for a contingent liability is made be made. Government grants of capital nature are
when there is a possible obligation arising credited to capital reserve. Other government
from past events, the existence of which will grants of revenue nature including subsidies are
be confirmed only by the occurrence or non- credited to specific expense head in the Statement
occurrence of one or more uncertain future of Profit and Loss.
events not wholly within the control of the
Company or a present obligation arising as 2.12 Employee Benefits
a result of past event that probably will not
a. Short Term Employee Benefits
require an outflow of resources or where a
reliable estimate of the obligation cannot be All Employee benefits payable within twelve
made. months of rendering the services are classified
as short term benefits. Such benefits include
2.10 Revenue Recognition salaries, wages, bonus, awards, ex-gratia,
performance incentive/pay etc. and the same
a) Revenue from sale of goods is recognised when
are recognised in the period in which the
the control of the goods is transferred to the
employee renders the related services.
customer, which is generally on the delivery of
the goods, the associated costs and the amount
b. Long Term Benefit
of revenue can be measured reliably and it is
probable that the economic benefit associated The employees of the Company are entitled to
with the transaction will flow to the Company. long service award (LSA), as retention earned
It is measured at fair value of the consideration leave, after completion of service of five years,
received or receivable, after deduction of sales which can be en-cashed or accumulated
returns, trade discount, volume rebates and till retirement. The liability towards LSA is
goods and service tax collected on behalf of the provided for on accrual basis as estimated by
government. the management.

c. Post-Employment Benefits asset for a period of time, the lease term, in exchange
i. Defined contribution plan: for consideration. The Company assesses whether a
contract is, or contains, a lease on inception.
The Company’s approved provident fund
scheme, employees’ state insurance fund
The lease term is either the non-cancellable period
scheme and employees’ pension scheme
of the lease and any additional periods when there
are defined contribution plans. The
is an enforceable option to extend the lease and it
Company has no obligation, other than
is reasonably certain that the Company will extend
the contribution paid/payable under such
the term, or a lease period in which it is reasonably
schemes. The contribution paid/payable
certain that the Company will not exercise a right to
under the schemes is recognised during
terminate. The lease term is reassessed if there is a
the period in which the employee renders
significant change in circumstances.
the related service.
ii. Defined benefit plan At commencement, or on the modification, of a
The employees’ gratuity fund scheme contract that contains a lease component, the
and the employees leave encashment Company allocates the consideration in the contract
/ employees long term compensated to each lease component on the basis of its relative
absences are the Company’s defined benefit stand-alone prices.
plans. The present value of the obligation
under defined benefit plans of gratuity and The Company recognises a right-of-use asset and
leave encashment is determined based on a lease liability at the lease commencement date.
the actuarial valuation on projected unit The right-of-use asset is initially measured at cost,
credit method as at the balance sheet which comprises the initial amount of the lease
date. Re-measurement, comprising of liability adjusted for any lease payments made at
actuarial gains and losses, are recognised or before the commencement date, plus any initial
immediately in the balance sheet with a direct costs incurred and an estimate of costs to
corresponding debit or credit to retained dismantle and remove the underlying asset or to
earnings through OCI in the period in restore the underlying asset or the site on which it is
which they occur. Re-measurements are located, less any lease incentives received.
not reclassified to Statement of Profit
The right-of-use asset is amortised / depreciated
and Loss in subsequent periods. Liability
using straight-line / written down value method
towards Gratuity is funded through a
from the commencement date to the end of the
separate Gratuity Trust. The short / excess
lease term. If the lessor transfers ownership of
of the Gratuity liability as compared to
the underlying asset to the Company by the end
the net fund held by the Gratuity Trust is
of the lease term or if the Company expects to
accounted for as liability/ assets as at the
exercise a purchase option, the right-of-use asset
year end.
will be depreciated over the useful life of the
2.13 Leases underlying asset, which is determined on the same
basis as the Company’s other property, plant and

The determination of whether an arrangement is,
equipment. Right-of-use assets are reduced by
or contains, a lease is based on the substance of
impairment losses, if any, and adjusted for certain
the arrangement at the inception of the lease. The
re-measurements of the lease liability.
arrangement is, or contains, a lease if fulfilment
of the arrangement is dependent on the use of a
The lease liability is initially measured at the
specific asset or assets or the arrangement conveys present value of the total lease payments due on
a right to use the asset or assets, for a period of time the commencement date, discounted using either
in exchange for consideration even if that right is not the interest rate implicit in the lease, if readily
explicitly specified in an arrangement. determinable, or more usually, an estimate of the
Company’s incremental borrowing rate on the
Company as a lessee
inception date for a loan with similar terms to the
The Company has taken certain assets on Operating lease. The incremental borrowing rate is estimated
Lease. Operating Lease is a contract, which conveys by obtaining interest rates from various external
the right to Lessee, to control the use of an identified financing sources.


The lease liability is measured at amortised cost arising on settlement of transaction and translation
using the effective interest method. It is remeasured of monetary items are recognised as income or
when there is a change in future lease payments expenses in the year in which they arise. The long
arising from a change in an index or rate, if there is term foreign currency monetary items are carried
a change in the Company’s estimate of the amount at the exchange rate prevailing on the date of initial
expected to be payable under a residual value transaction.
guarantee, if the Company changes its assessment
of whether it will exercise a purchase, extension Non- monetary items that are measured in terms
or termination option or if there is a revised in- of historical cost in foreign currency are translated
substance fixed lease payment. When the lease using the exchange rates at the dates of initial
liability is remeasured in this way, a corresponding transactions. Non-monetary items measured at fair
adjustment is made to the carrying amount of the value in a foreign currency are translated using the
right-of-use asset, or is recorded in the statement of exchange rates at the date when the fair value is
profit or loss if the carrying amount of the right-of- determined.
use asset has been reduced to zero.
Premium or discount on forward exchange contract

In accordance with Ind AS 116, the Company does is amortised as income or expense over the life of
not recognise right-of-use assets and lease liabilities the contract. Exchange difference on such contract
for leases of low-value assets and short-term leases is recognised in the Statement of Profit and Loss
i.e. leases with a lease term of 12 months or less in the reporting period in which the exchange rate
and containing no purchase options. Payments changes. Any profit or loss arising on cancellation or
associated with these leases are recognised as an renewal of forward contract is recognised as income
expense on a straight-line basis over the lease term or expenditure during the period.
Company as a lessor 2.15 Employee Stock Option Scheme

Leases in which the Company does not transfer The Company follows the intrinsic method for
substantially all the risks and rewards of ownership computing the compensation cost, for options
of an assetare classified as Operating Leases. Rental granted under the employee stock option
income from Operating Lease is recognised on a scheme. The difference if any, between the
straight-line basis over the term of the relevant fair/market value and the grant price, being the
lease. Initial direct costs incurred in negotiating compensation cost is recognised as Deferred
and arranging an Operating Lease are added to the Stock Option Expense and is charged to the
carrying amount of the leased asset and recognised Statement of Profit and Loss on straight line
over the lease term on the same basis as rental basis over the vesting period of option.
income. Contingent rents are recognised as revenue
in the period in which they are earned. 2.16 Taxation
Tax expense for the year comprises of Current Tax

Leases are classified as Finance Leases when and Deferred Tax.
substantially all of the risks and rewards of
ownership are transferred from the Company a. Current Tax
to the lessee. Amounts due from lessees under Current income tax, assets and liabilities are
Finance Leases are recorded as receivables at the measured at the amount expected to be paid
Company’s net investment in the leases. Finance to or recovered from the taxation authorities
Lease income is allocated to accounting periods so in accordance with the tax regime inserted
as to reflect a constant periodic rate of return on the by the Taxation Laws (Amendment) Act, 2019
net investment outstanding in respect of the lease. in the Income Tax Act, 1961 and the Income
Computation and Disclosure Standards (ICDS)
2.14 Foreign Currency Transactions enacted in India by using tax rates and the tax
Foreign currency transactions are recorded at the laws that are enacted at the reporting date.
exchange rate prevailing on the date of transaction.
Monetary assets and liabilities in foreign currency b. Deferred Tax
existing at balance sheet date are translated at the Deferred tax is provided using the liability
year end exchange rates. Exchange rate differences method on temporary differences between

the tax bases of assets and liabilities and noncontrolling interests in the acquiree at fair value
their carrying amounts for financial reporting or at the proportionate share of the acquiree’s
purposes at the reporting date. Deferred tax identifiable net assets. Acquisition-related costs are
assets and liabilities are recognised for all expensed as incurred.
deductible temporary differences, the carry
forward of unused tax credits and any unused At the acquisition date, the identifiable assets
tax losses. Deferred tax assets are recognised to acquired, and the liabilities assumed are recognised
the extent that it is probable that taxable profit at their acquisition date fair values. For this purpose,
will be available against which the deductible the liabilities assumed include contingent liabilities
temporary differences, and the carry forward of representing present obligation and they are
unused tax credits and unused tax losses can measured at their acquisition fair values irrespective
be utilised. The carrying amount of deferred of the fact that outflow of resources embodying
tax assets is reviewed at each reporting date economic benefits is not probable.
and reduced to the extent that it is no longer
probable that sufficient taxable profit will be 2.19 Earnings per Share:
available to allow all or part of the deferred tax Basic earnings per share is calculated by dividing
asset to be utilised. Unrecognised deferred tax net profit / loss of the year attributable to equity
assets are re-assessed at each reporting date shareholders by the weighted average number
and are recognised to the extent that it has of equity shares outstanding during the year.
become probable that future taxable profits will The weighted average number of equity shares
allow the deferred tax asset to be recovered. outstanding during the period is adjusted for events
Deferred tax assets and liabilities are measured such as bonus issue, bonus element in a right issue,
at the tax rates that are expected to apply in the share split and reverse share split (consolidation of
year when the asset is realised or the liability is shares) that have changed the number of equity
settled, based on tax rates (and tax laws) that shares outstanding, without a corresponding
have been enacted or substantively enacted at change in the resources.
the reporting date.
For the purpose of calculating diluted earnings per
2.17 Dividend Distribution: share, the net profit or loss for the year attributable
The Company recognizes a liability to make payment to equity shareholders and the weighted average
of dividend to owners of equity when the distribution number of shares outstanding during the year
is authorised and is no longer at the discretion of are adjusted for the effects of all dilutive potential
the Company and is declared by the shareholders. A equity shares.
corresponding amount is recognised directly in the
Equity. 2.20 Statement of Cash flows:

For the purpose of Standalone Statement of Cash
2.18 Business Combinations Flows, cash and cash equivalents comprise cash
Business combinations are accounted for using on hand, cash at banks, demand deposits, short-
the acquisition method. The cost of an acquisition term deposits with an original maturity of three
is measured as the aggregate of the consideration months or less and other short term investments,
transferred measured at acquisition date fair value that are readily convertible to known amounts of
and the amount of any non-controlling interests cash and which are subject to an insignificant risk
in the acquiree. For each business combination, of changes in value.
the Company elects whether to measure the

3. PROPERTY, PLANT AND EQUIPMENT (As at 31 March, 2020)
(` in Lakhs)
GROSS BLOCK DEPRECIATION NET BLOCK
Description As at Additions Sales/disposal/ transfers As at As at For Sales/disposal/ transfers As at As at As at
01.04.2019 during the year during the year 31.03.2020 01.04.2019 the year during the year 31.03.2020 31.03.2020 31.03.2019
(i) Tangible Assets
Land
Corporate Overview
- Freehold 1,258.66 - 9.74 1,248.92 - - - - 1,248.92 1,258.66

- Leasehold (refer note 3.2) 1,460.32 467.48 - 1,927.80 58.70 18.06 - 76.76 1,851.04 1,401.62
Buildings 12,553.73 613.65 25.45 13,141.93 2,512.04 910.87 6.73 3,416.18 9,725.75 10,041.69
Plant & Equipment 15,779.21 1,986.20 83.58 17,681.83 4,334.90 1,728.90 49.36 6,014.45 11,667.38 11,444.31
Furniture & Fixtures 786.37 366.36 1.28 1,151.45 213.93 143.89 0.67 357.15 794.30 572.44
Vehicles 745.54 243.11 14.90 973.75 271.76 152.58 10.79 413.55 560.20 473.78
Office equipment 1,164.13 365.49 27.46 1,502.16 382.52 220.78 19.48 583.82 918.34 781.61
Electrical fittings 835.46 25.55 8.30 852.71 271.61 83.39 3.52 351.48 501.23 563.85
Total 34,583.43 4,067.84 170.72 38,480.55 8,045.45 3,258.47 90.54 11,213.39 27,267.17 26,537.97
(ii) Capital Work-in-progress 73.94 2,190.19 611.55 1,652.58 - - - - 1,652.58 73.94

Statutory Reports
(refer note 3.3)

Total (i+ii) 34,657.37 6,258.03 782.27 40,133.13 8,045.45 3,258.47 90.54 11,213.39 28,919.75 26,611.91
PROPERTY, PLANT AND EQUIPMENT (As at 31 March, 2019)

(` in Lakhs)
Description As at Additions Sales/disposal/ transfers As at As at For Sales/disposal/ transfers As at As at As at
01.04.2018 during the year during the year 31.03.2019 01.04.2018 the year during the year 31.03.2018 31.03.2019 31.03.2018
(i) Tangible Assets
Land
- Freehold 988.07 270.59 - 1,258.66 - - - - 1,258.66 988.07

- Leasehold (refer note 3.2) 1,460.32 - - 1,460.32 44.08 14.62 - 58.70 1,401.62 1,416.24
Buildings 11,619.85 1,243.15 309.27 12,553.73 1,624.18 923.85 35.99 2,512.04 10,041.69 9,995.67
Plant & Equipment 13,120.38 2,705.89 47.06 15,779.21 2,683.63 1,659.79 8.52 4,334.90 11,444.31 10,436.75
Furniture & Fixtures 697.26 93.07 3.96 786.37 93.93 121.26 1.26 213.93 572.44 603.33
Vehicles 617.31 200.19 71.96 745.54 177.50 106.24 11.98 271.76 473.78 439.81
Office equipment 1,048.15 155.89 39.91 1,164.13 229.72 174.96 22.16 382.52 781.61 818.44
Electrical fittings 720.33 115.49 0.36 835.46 180.04 91.75 0.18 271.61 563.85 540.29
Total 30,271.67 4,784.28 472.52 34,583.43 5,033.08 3,092.47 80.09 8,045.45 26,537.97 25,238.60
(ii) Capital Work-in-progress 371.74 2,144.23 2,442.03 73.94 - - - - 73.94 371.74
(refer note 3.3)
Total (i+ii) 30,643.41 6,928.51 2,914.55 34,657.37 5,033.08 3,092.47 80.09 8,045.45 26,611.91 25,610.34
3.1 Refer ‘Para-2.2’ of Significant Accounting Policies’ for depreciation on property, plant and equipment.
3.2 The leasehold land has been amortised during the year by ` 18.06 lakhs (Previous Year : ` 14.62 lakhs) as per the accounting policy in terms of the Ind AS-16 on ‘Property, Plant and Equipment’.
3.3 Capital Work-in-progress represents assets under construction / installation at various sites / plants and include under noted pre-operative expenditure pending allocation on commencement of
commercial production.
Nature of Expense Opening as on Additions Capitalisation/ Closing as on Opening as on Additions Capitalisation/ Closing as on
01.04.2019 during 2019-20 adjustment during 31.03.2020 01.04.2018 during 2018-19 adjustment during 31.03.2019
(` in Lakhs) (` in lakhs) 2019-20 (` in Lakhs) (` in Lakhs) (` in Lakhs) (` in lakhs) 2018-19 (` in Lakhs) (` in Lakhs)

Travelling Expenses - 9.86 0.08 9.78 0.91 6.65 7.56 -
Soil Testing & Land 0.89 - 0.89 - - 1.09 0.20 0.89
Measurement Expenses
P-107
Total 0.89 9.86 0.97 9.78 0.91 7.74 7.76 0.89
4. RIGHT OF USE ASSETS (as at 31 march, 2020)
P-108
(` in Lakhs)
Description GROSS BLOCK DEPRECIATION NET BLOCK
As at Adjustment on Additions Sales/disposal/ As at As at For Sales/disposal/ As at As at As at
01.04.2019 adoption of Ind during adjustments 31.03.2020 01.04.2019 the year adjustments 31.03.2020 31.03.2020 31.03.2019
AS 116 (Refer the year during the year during the year
Note 2.1.b)
Land - 132.67 44.25 - 176.92 - 28.86 - 28.86 148.06 -
Buildings - 114.77 - - 114.77 - 2.07 - 2.07 112.70 -
Sheela Foam Limited

Total - 247.44 44.25 - 291.69 - 30.93 - 30.93 260.76 -
4.1 Refer ‘Para- 2.13’ of Significant Accounting Policies’ for policy of recognition and amortisation / depreciation of the right-of-use assets.
5. INVESTMENT PROPERTY (at cost) (as at 31 march, 2020)

(` in Lakhs)
As at Transfer Sales/disposal/ As at As at Transfer For Sales/disposal/ As at As at As at
01.04.2019 during adjustments 31.03.2020 01.04.2019 during the the year adjustments 31.03.2020 31.03.2020 31.03.2019
the year during the year year during the year
Tangible Assets
Land -Leasehold 68.47 - - 68.47 2.73 - 0.91 - 3.64 64.83 65.74
(refer note 5.2)
Buildings 385.48 - - 385.48 66.36 - 18.85 - 85.21 300.27 319.12
Total (refer note 5.4) 453.95 - - 453.95 69.09 - 19.76 - 88.85 365.10 384.86
INVESTMENT PROPERTY (At Cost) (As at 31 March, 2019)

(` in Lakhs)
As at Transfer Sales/disposal/ As at As at Transfer For Sales/disposal/ As at As at As at
01.04.2018 during adjustments 31.03.2019 01.04.2018 during the year adjustments 31.03.2019 31.03.2019 31.03.2018
the year during the year the year during the year
Tangible Assets
Land - Leasehold 68.47 - - 68.47 1.82 - 0.91 - 2.73 65.74 66.65
(refer note 5.2)
Buildings 76.36 309.12 - 385.48 15.11 35.95 15.30 - 66.36 319.12 61.25
Total (refer note 5.4) 144.83 309.12 - 453.95 16.93 35.95 16.21 - 69.09 384.86 127.90
5.1 Refer ‘Para- 2.3’ of Significant Accounting Policies’ for policy for depreciation and measurement of investment property.
5.2 The leasehold land has been amortised during the year by ` 0.91 lakhs (Previous Year : ` 0.91 lakhs) as per the accounting policy in terms of the Ind AS-40 on ‘Investment Property’.
5.3 Particulars As at As at
31.03.2020 31.03.2019
Rental Income derived from investment property 152.71 147.92
Profit arising from investment property before depreciation 152.71 147.92
Corporate Overview
Less: Depreciation for the year 19.76 16.21

Net Profit arising from investment property 132.95 131.71
5.4 The Company has obtained independent valuation for its investment property at ` 1209.96 lakhs as at 31 March, 2020 and has reviewed the fair valuation based on best evidence of fair value
determined using replacement cost of an asset of equivalent utility, depreciation and obsolescence. Fair market value is the amount expressed in terms of money that may reasonably be
expected to be exchanged between a willing buyer and a willing seller, with equity or both. The valuation by the valuer assumes that Company shall continue to operate and run the assets to have
economic utility. The fair value is on ‘as is where’ basis.
5.5 There are no contractual obligations to purchase, construct or develop investment property or for repairs, maintenance and enhancements thereof and there are no restriction on remittance of
Statutory Reports
income and proceeds of disposal.

5.6 The investment properties are leasehold properties and realisability of the same is subject to the terms and conditions under the respective lease agreements.

P-109
6. INVESTMENTS IN SUBSIDIARIES
(Valued at cost, unless stated otherwise)
(` in Lakhs)
As at 31 March, 2020 As at 31 March, 2019
Nos. Amount Nos. Amount
In Equity Instruments - Unquoted, fully paid up
Joyce Foam Pty. Limited of Aud $ 10/- each 6,58,500 2,306.59 6,58,500 2,306.59
Divya Software Solutions (P) Ltd. of ` 10/- each 94,633 7,602.00 93,633 7,522.30
Sleepwell Enterprises (P) Ltd. of ` 10/- each 10,500 109.20 10,500 109.20
International Foam Technologies SL, Spain of
1,20,03,000 11,352.93 - -
Euro 1/-each(refer note 40.16.a)
SleepX US Inc. of US$ 1/- each - 1.02 - -
Staqo World Pvt. Ltd of ` 10/- each 10,000 0.73 - -
Total Investments in Subsidiaries 21,372.47 9,938.09
Aggregate amount of Unquoted Investments 21,372.47 9,938.09
Aggregate amount of impairment in value of
Nil Nil
investments
6.1 Information about subsidiaries

Name of the Company Principal Activities Proportion (%) of Shareholding
and Country of As at As at
Incorporation 31 March, 2020 31 March, 2019
Joyce Foam Pty. Limited, Manufacturer of technical foam supplied to 100 100
Australia Business to Business customers (mattress and
furniture manufacturers)
Divya Software Software development and related ancillary 100 100
Solutions (P) Ltd., India activities
(refer note 6.2.a)
Sleepwell Enterprises (P) Providing of its Trademarks, Patents, Logos etc. 100 100
Ltd., India and earning royalty thereon
International Foam To invest in a Wholly Owned Subsidiary 100 Nil
Technologies SL, Spain (refer Company in Spain, engaged in manufacturing of
notes 6.2.b and 40.16.a) Polyurethane Foam
SleepX US Inc., USA General trading and product distribution - Nil
(refer notes 6.2.c and
40.16.b)
Staqo World Pvt. Ltd., Information technology and related ancillary 100 Nil
India (refer note 6.2.d) activities
6.2 During the current year, the Company has acquired / formed:
a. 1000 number of equity shares during the year for a consideration of ` 79.70 lakhs (Previous Year: 3300 number
of equity shares for ` 268.43 lakhs)
b. Wholly Owned Subsidiary Company (WOS) in Spain, through which acquired 93.66% of equity share capital of a
running company in Spain, engaged in manufacturing of Polyurethane Foam, for Euro 40 Million, which has been
funded by the Company by Investment of Euro 12 Million in the equity of the WOS, loan of Euro 8 Million to the
WOS, and for the balance Euro 20 Million loan has been taken by WOS from Citi Bank, Spain, based on Stand by
Letter of Credit from Citi Bank, India, secured by exclusive charge on certain fixed assets of the Company.
c. Wholly Owned Subsidiary Company (WOS) in Delaware, USA, for the purpose of marketing of the products of the
Company in USA, however, as no share capital has been subscribed or investment has been made therein, there
is no impact of the same on these financial statements except that the expenditure incurred for acquisition are
capitalised as investment in WOS.
d. 10000 equity shares in Staqo World (P) Ltd. for a consideration of ` 0.73 lakhs.


7. NON CURRENT FINANCIAL INVESTMENTS

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
In Bonds & Debentures - fully paid up
(a) Carried at amortised cost - Unquoted
- IDBI Investment Deposit Account
- 0.35 - 0.35
Scheme, 1986
(b) Carried at fair value through profit and
loss - Quoted
- Ecap Equities Limited - Index Linked
Non-convertible Debentures of ` 1,000 1,182.97 1,000 1,116.11
1,00,000/- each
- Edelweiss Finvest Pvt. Ltd. - Index
Linked Non-convertible Debentures of - - 1,500 1,788.30
` 1,00,000/- each
- Tata Capital Financial Services
Ltd - Non-convertible Debentures - - 200 2,012.93
of ` 10,00,000/- each
Total Investments (a) + (b) 1,183.32 4,917.69
Aggregate amount of Quoted Investments 1,182.97 4,917.34
Market value of Quoted Investments 1,182.97 4,917.34
Aggregate amount of Unquoted investment 0.35 0.35
Nil Nil
investments
8. LOANS
(Unsecured, considered good)
(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Loans to employees 14.04 54.06
Security deposits 192.60 180.49
Loan to Subsidiary Company (refer note 40.16.a) 4,638.17 -
Total 4,844.81 234.55
9. OTHER NON-CURRENT FINANCIAL ASSETS

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Deposits with Banks:
- held as margin money 1.34 1.34
- others 28.83 8.83
Interest accrued but not due on deposits with Banks 1.44 0.83
Total 31.61 11.00
10. NON-CURRENT TAX ASSETS (NET)

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Advance income tax (Net of provisions) 964.40 1,061.33
Total 964.40 1,061.33

11. OTHER NON-CURRENT ASSETS

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Capital advances 94.94 138.76
Prepaid rent 39.27 39.72
Total 134.21 178.48
12. INVENTORIES
(Valued at lower of Cost and Net Realisable Value, unless stated otherwise, refer note 2.6 for the
Accounting Policy)
(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Raw Materials 6,823.05 6,764.59
- in Transit 2,741.11 9,564.16 1,350.06 8,114.65
Stock-in-process 3,600.01 3,542.59
Finished Goods 1,175.41 586.73
Stock-in-trade 710.34 1,742.58
Packing Material 572.55 478.44
- in Transit 0.97 573.52 3.85 482.29
Stores and Spares 820.27 731.66
- in Transit 73.80 894.07 95.30 826.96
Total 16,517.51 15,295.80
13. CURRENT INVESTMENTS

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
- 9.25% Edelweiss Finvest Pvt. Ltd. 2028- Unsecured - - 1,000 1,000.30
Redeemable Non-convertible Debentures of `
1,00,000/- each
Total (a) - 1,000.30
(b) Carried at fair value through profit and loss- Quoted
- Citi Corp Finance (India) Limited- Secured Redeemable Index - - 1,000 1,088.40
Linked Non-convertible Debentures of ` 1,00,000/- each
- Edelweises Finance Pvt Ltd - Index Linked Non- 1,500 1,937.24 1,300 1,410.34
convertible Debentures of ` 1,00,000/- each
- Ecap Equities Limited- Index Linked Non-convertible - - 1,461 1,573.38
Debentures of ` 1,00,000/- each
- Mahindra & Mahindra Financial Services Ltd- Principal - - 200 2,030.60
Protected Non-convertible Market Linked Debentures
of ` 10,00,000/- each
- Reliance Financial Ltd- Principal Protected Non-convertible - - 1,000 1,063.10
Market Linked Debentures of ` 1,00,000/- each
Tata Capital Financial Services Ltd - Non-convertible 200 2,201.40 - -
Total (b) 4,138.64 7,165.82


(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
In Mutual Funds - fully paid up - Quoted
(c) Carried at fair value through profit and loss
- UTI Corporate Bond Fund-Direct Growth 2,51,79,567 2,976.00 - -
- L&T Triple Ace Bond Fund-Direct Growth 65,22,882 3,604.98 - -
- HDFC Liquid Fund-Direct Growth 25,677 1,003.09 - -
- HDFC Corporate Bond Fund-Direct Growth 1,30,80,873 3,019.54 - -
- IDFC Arbitrage Fund-Direct Growth 29,62,635 762.31 - -
- DSP Corporate Bond Fund-Direct Growth 1,70,03,331 2,012.12 - -
- ICICI Prudential Corporate Bond Fund-Direct Growth 1,98,74,764 4,275.08 1,14,91,608 2,260.02
- ICICI Prudential Ultra Short Term Fund- Direct Growth - - 92,89,751 2,867.68
- Aditya Birla Sun Life Saving Fund- Direct Growth - - 12,57,809 4,676.01
- SBI Magnum Ultra Short Duration Fund- Direct Growth - - 1,26,026 5,252.52
- HDFC Ultra Short Term Fund- Direct Growth - - 3,38,44,820 3,545.04
Total (c) 17,653.12 18,601.27
Total Investments (a) + (b) + (c) 21,791.76 26,767.39
Aggregate market value of Quoted Investments 21,791.76 25,767.09
Aggregate amount of Unquoted investment - 1,000.30
Aggregate amount of impairment in value of Nil Nil
investment
14. TRADE RECEIVABLES

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
(Unsecured, considered good) 12,640.27 10,265.85
(Unsecured, considered doubtful) 110.16 38.47
Less: Allowance for doubtful receivables (110.16) - (38.47) -
Total 12,640.27 10,265.85
14.1 Trade receivables include amount of ` 177.71 lakhs (` 186.65 lakhs as at 31 March, 2019) due from a Subsidiary Company
(Refer note 40.6).
14.2 Refer note 40.13 for information about credit and market risk of trade receivables.
14.3 Trade receivables are usually non-interest bearing and on the trade terms of 60 days.
15. CASH AND CASH EQUIVALENTS

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Balances with Banks - Current Accounts 879.93 1,057.19
Cash on hand 9.52 9.71
Deposits with Banks with original maturity of
2,000.00 2,889.45 - 1,066.90
less than 3 months
2,889.45 1,066.90
15.1 There are no restriction with regard to cash and cash equivalents as at the end of reporting period and prior periods.

16. BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Deposits with Banks held as margin money
25.65 157.19
(refer note 16.1)
Total 25.65 157.19
16.1 Under lien with banks as security for guarantee facility.
17. LOANS
(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Inter-corporate deposits 500.00 -
Total 561.25 18.78
18. OTHER CURRENT FINANCIAL ASSETS

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Interest accrued but not due on deposits with Banks,
5.36 24.69
bonds and debentures
Interest accrued on loan given to Subsidiary Company 39.96 -
Subsidy receivable - 139.08
Insurance claim receivable (refer note 40.15) 13.74 1,213.24
Advance to Subsidiary Company 409.94 -
Discounts receivable 531.54 1,190.67
Derivative financial asset 0.53 -
Total 1,001.07 2,567.68
19. OTHER CURRENT ASSETS

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Advance to contractors/suppliers 1,027.04 671.68
Balances with Statutory/Government
authorities:
- Excise & Custom 14.61 30.30
- GST 87.46 97.27
- VAT/Sales Tax 492.21 594.28 493.98 621.55
Prepaid expenses 297.93 226.72
GST refund receivable (refer note 19.1) 1,388.23 1,043.78
Lease equalisation asset 53.36 35.81
Income tax refund 15.33 46.99
Employee benefit assets (refer note 40.4) - 22.59
Other loans & advances (refer note 19.2) 72.90 138.62
Total 3,449.07 2,807.74
19.1 Amount of GST paid by the unit located at exempted zone, due for refund under the Governemnt Budgetry Support Scheme.
19.2 Other loans & advances comprise of advances to staff for expenses and advances to other parties etc.


20. EQUITY SHARE CAPITAL

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
No. Amount No. Amount
Authorised:
Equity Shares of ` 5/- each 8,80,21,000 4,401.05 8,80,21,000 4,401.05
Issued, Subscribed and Fully Paid up:
20.1 Right, Preferences and Restrictions attached to Shares:
The Company has one class of equity shares having a par value of ` 5/- per share. Each Shareholder is eligible for one
vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the
ensuing Annual General Meeting, except in the case of interim dividend. In the event of liquidation, the equity Shareholders
are eligible to receive the remaining assets of the Company in proportion of their shareholding.
20.2 Reconciliation of the number of shares outstanding:

(` in Lakhs)
Particulars As at As at
31 March, 2020 31 March, 2019
Nos. ` in Lakhs Nos. ` in Lakhs
At the beginning of the year 4,87,82,808 2,439.14 4,87,82,808 2,439.14
At the end of the year 4,87,82,808 2,439.14 4,87,82,808 2,439.14
20.3 Details of Shares allotted as fully paid up without payment being received in cash during 5 years immediately preceeding
31 March, 2020 / 31 March, 2019.
20.3.1 During 2016-17, 1,62,60,936 fully paid up equity shares of ` 5/- each, were allotted by way of bonus shares to all the
shareholders in the ratio of 1:2.
20.3.2 During 2011-12 and 2012-13, 2,100 and 63,296 equity shares of ` 10/- each fully paid up respectively (1,96,188 equity
shares of ` 5/- each fully paid up as at 31 March, 2020 after splitting up and issue of Bonus shares) were allotted without
payment being received in cash.
20.4 Details of Shareholders holding more than 5% shares:
(` in Lakhs)
Name of the Shareholder As at As at
31 March, 2020 31 March, 2019
No. of Shares % held No. of Shares % held
Sh. Rahul Gautam 62,09,485 12.73 62,09,485 12.73
Smt. Namita Gautam 57,15,879 11.72 57,15,879 11.72
Sh. Tushaar Gautam 1,80,86,314 37.08 - -
Smt. Sheela Gautam and Sh. Tushaar Gautam - - 1,75,61,880 36.00
Rangoli Resorts Private Limited 65,63,391 13.45 65,63,391 13.45
SBI Mutual Funds 46,81,747 9.60 47,26,138 9.69
20.5 Equity shares held (under Authorised Capital) as per Sheela Foam Employees Stock Option Scheme, 2016 (ESOS 2016)
(refer note 40.3)

31 March, 2020 31 March, 2019
No. of Shares No. of Shares
Equity Shares of `5/- each 24,00,000 24,00,000

21. OTHER EQUITY

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Capital Reserve
As per last account 328.57 328.57
General Reserve
As per last account 1,716.27 1,716.27
Retained Earnings
Less: Adjustment on adoption of Ind AS 116 (13.01) -
(net of tax) (refer note 2.1.b)
Add : Profit for the year 16,551.12 79,200.63 12,367.02 62,662.52
Other comprehensive loss
As per last account (238.89) (146.74)
Add: Remeasurement losses on defined (433.27) (672.16) (92.15) (238.89)
benefit plans (net of tax)
Total 80,573.31 64,468.47
21.1 Nature and purpose of reserves
a. Capital Reserve: During amalgamation of the subsidiaries in the year 2012-13, the excess of net assets
taken, over the cost of consideration paid was treated as capital reserve.
b. General Reserve: The Company had transferred a portion of the net profit of the Company before declaring
dividend to general reserve pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer
to general reserve is not required under the Companies Act, 2013.
22. BORROWINGS
(` in Lakhs)
Note As at As at
No. 31 March, 2020 31 March, 2019
Non Current Current Non Current Current
(i) Secured
Term loans from:
- Others 22.1 - - - 1.74
- - - 1.74
(ii) Unsecured
Loans and advances from
related party:
- Directors' relative 22.2 - - 29.57 -
- - 29.57 -
Total - - 29.57 1.74
Less: Amount disclosed under - - - 1.74
the head "Other current financial
liabilities" (Refer Note-28)
Net amount - - 29.57 -
22.1 Term Loans of ` 1.74 lakhs from other parties was secured against specific vehicles, repayable in monthly installments
comprising not more than 48 installments in the case of each loan and was carrying rate of interest ranging from 9.50 %
to 10.00 %.
22.2 Loans and advances from related party was on long term basis, carrying interest rate of 9% p.a.


23. OTHER NON-CURRENT FINANCIAL LIABILITIES

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Deposits from dealers and others 6,738.95 5,959.27
Capital Investment Subsidy 28.37 31.20
Unearned Interest Income on Deposits 548.97 904.74
Unearned Rent Income 56.32 70.18
Total 7,372.61 6,965.39
24. PROVISIONS
(` in Lakhs)
Note As at As at
No. 31 March, 2020 31 March, 2019
Provision for employee benefits - 40.4 631.17 376.03
Leave encashment
Warranty Claims 29.1 100.77 299.95
Total 731.94 675.98
25. INCOME TAXES

(` in Lakhs)
Note As at As at
No. 31 March, 2020 31 March, 2019
A. Tax expense in the statement of profit and loss comprises:
Income tax
- Current income tax charge 40.18 5,422.52 4,717.79
- Earlier year's tax reversal - (111.02)
Deferred tax
- Relating to origination and reversal of temporary 40.18 (459.05) 586.14
differences
Total tax expense reported in the statement of profit or loss 4,963.47 5,192.91
B. Statement of other comprehensive income (OCI)
Remeasurement losses on defined benefit plans (145.72) (49.49)
Income tax related to items recognised in OCI during the year (145.72) (49.49)
C. Reconciliation of tax liability on book profit vis-à-vis actual
tax liability
Acounting Profit before income tax 21,514.59 17,559.93
Applicable Tax Rate 25.17% 34.94%
Computed Tax Expense 5,414.79 6,136.14
Tax related adjustments
Difference in Tax Rate (1.72) (37.98)
Income not considered for tax purpose (280.21) 415.59
Expenses not considered for tax purpose (138.46) (246.03)
Tax adjustment for earlier year's - 111.02
Additional allowances for tax purpose (30.93) (1,185.83)
Income tax expense charged to the statement of profit or loss 4,963.47 5,192.91
Effective tax rate 23.07% 29.57%

D. Deferred Tax Liability comprises:

As at For the year Adjustment on As at
31 March, 2020 2019-20 adoption of Ind 31 March, 2019
(Refer Note AS 116 (net of tax)
40.17) (Refer Note 2.1.b)
Deferred Tax Liability:
- Depreciation 852.92 (375.19) - 1,228.11
- Fair value gain/(loss) on investments 75.20 11.26 - 63.94
- Right of Use assets 65.63 3.35 62.28 -
Deferred Tax Assets:
- Disallowance under Section 43B (9.26) 3.60 - (12.86)
- Provision for employee benefits (234.87) (97.77) - (137.10)
- Lease liabilities (70.97) (4.31) (66.66) -
Net Deferred Tax Liability 678.66 (459.05) (4.38) 1,142.09
26. BORROWINGS
(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Unsecured
Book overdraft 2.45 -
Total 2.45 -
27. TRADE PAYABLES

(` in Lakhs)
Note As at As at
No. 31 March, 2020 31 March, 2019
Total outstanding dues of micro enterprises and small 40.2 330.31 1,087.02
enterprises
Total outstanding dues of creditors other than micro 11,075.14 10,567.96
enterprises and small enterprises
11,405.45 11,654.98
27.1 The trade payables are unsecured and usually non-interest bearing and are paid wthin 60 - 90 days of the recognistion.
27.2 Trade Payables include amount of ` 59.97 lakhs (Nil as at 31 March, 2019) due to a Subsidiary Company. (Refer note 40.6)
28. OTHER CURRENT FINANCIAL LIABILITIES

(` in Lakhs)
Note As at As at
No. 31 March, 2020 31 March, 2019
Current maturities of Borrowings 22 - 1.74
Accrued expenses 4,634.03 4,197.64
Creditors for assets 203.30 321.02
Creditors for expense 1,813.93 2,548.68
Unearned Interest Income 320.83 327.07
Payable to employees 4.15 21.82
Employee benefit liabilities - Gratuity 40.4 402.95 -
Total 7,391.54 7,429.42
28.1 There are no amounts due for payment to the Investor Education and Protection Fund under section 125 of the Companies
Act, 2013 as on 31 March, 2020 / 31 March, 2019.


29. PROVISIONS
(` in Lakhs)
Note As at As at
No. 31 March, 2020 31 March, 2019
Leave encashment
Total 547.34 486.30
29.1 Warranty Claims:
Provision is recognised for expected warranty claims on mattresses sold and based on past experience of the level of
returns in accordance with the Ind AS - 37 “Provisions, Contingent Liabilities and Contingent Assets”. Assumptions used
for the said provision are based on sales and current information available about returns based on warranty period. The
table below gives information about movement in warranty provision:
(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Opening Balance 769.95 1,100.00
Less: Amount utilised during the year 661.38 604.80
108.57 495.20
Add: Provision made during the year 522.74 274.75
Closing Balance 631.31 769.95
30. OTHER CURRENT LIABILITIES

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Advance from customers 4,423.87 5,867.07
Statutory liabilities 1,104.16 1,126.83
Total 5,528.03 6,993.90
30.1 Include amount of ` 21.86 lakhs (Nil as at 31 March, 2019) due from a Step-down Subsidiary Company. (Refer note 40.6)
31. REVENUE FROM OPERATIONS

(` in Lakhs)
Note Year ended Year ended
No. 31 March, 2020 31 March, 2019
Sale of products
- Finished Goods 31.1.a 1,69,056.57 1,76,026.95
- Traded Goods 31.1.b 5,468.79 1,74,525.36 4,270.51 1,80,297.46
Other operating revenue
- Duty drawback 0.08 0.13
- GST Refund 19.1 731.32 857.30
- Sale of process scrap 220.22 951.62 221.01 1,078.44
Total 1,75,476.98 1,81,375.90

31.1 Detail of sale of products:

(` in Lakhs)
Year ended Year ended
31 March, 2020 31 March, 2019
(a) Finished Goods:
- PU Foam sheets/mattresses/rolls/bolster/pillows etc. 1,69,056.57 1,76,026.95
1,69,056.57 1,76,026.95
(b) Traded Goods:
- PU Bed Sheets/Comforters/Foam/Spring/Coir mattresses etc. 5,468.79 4,270.51
5,468.79 4,270.51
Total 1,74,525.36 1,80,297.46
32. OTHER INCOME

(` in Lakhs)
No. 31 March, 2020 31 March, 2019
Interest income on:
- Bank deposits 18.89 480.86
- Bonds 11.19 230.58
- Income tax refund 36.81 61.25
- Loan to Subsidiary 141.52 -
(including Ind AS adjustment)
- Inter corporate deposit 5.78 -
- Others 350.11 564.30 276.70 1,049.39
Export of IT support services 380.40 390.06
Rent 32.1' 194.10 260.85
Profit/(loss) on sale of property, 263.15 (29.35)
plant & equipment (net)
Liabilities/provisions no longer 10.73 14.60
required written back
Dividend received from mutual funds - 28.29
Fair value gain on Investments (net) 657.38 639.42
Profit on sale of investments (net) 1,505.57 418.01
Exchange fluctuation profit/(loss) 368.59 (106.52)
(net)
Investment Subsidy received 2.84 22.69
Sale of non-process scrap 422.16 357.96
Other miscellaneous income 28.85 3.10
Total 4,398.07 3,048.50
32.1 Includes ` 152.71 lakhs (Previous Year : ` 147.92 lakhs) on Investment property (refer note 5.3).


33. COST OF MATERIALS CONSUMED

(` in Lakhs)
31 March, 2020 31 March, 2019
Raw material
Opening Stock 6,764.59 5,342.44
Add: Purchases (less returns) 83,352.20 98,972.28
90,116.79 1,04,314.72
Less: Sales 2,792.28 2,778.63
Less: Closing Stock 6,823.05 80,501.46 6,764.59 94,771.50
Packing Material
Opening Stock 478.44 444.59
Add: Purchases (less returns) 8,768.77 6,745.62
9,247.21 7,190.21
Less: Sales 689.88 405.83
Less: Closing Stock 572.55 7,984.78 478.44 6,305.94
Total 88,486.24 1,01,077.44
34. PURCHASES OF STOCK-IN-TRADE

(` in Lakhs)
31 March, 2020 31 March, 2019
Traded goods - Bed Sheets/Comforters/PU Foam/ 1,798.33 4,662.53
Spring/Coir mattresses etc.
Total 1,798.33 4,662.53
35. OTHER MANUFACTURING EXPENSES

(` in Lakhs)
31 March, 2020 31 March, 2019
Stores consumed 843.26 573.40
Power & fuel 810.55 834.84
Repair and maintenance:
- Buildings 260.01 174.93
- Plant & equipment 976.84 866.06
Processing & other charges 2,361.13 1,761.69
Total 5,251.79 4,210.92
36. CHANGES IN INVENTORIES OF FINISHED GOODS,

STOCK-IN-PROCESS AND STOCK-IN-TRADE
(` in Lakhs)
31 March, 2020 31 March, 2019
Inventories at the end of the year
Finished goods 1,175.41 586.73
Stock-in-process 3,600.01 5,485.76 3,542.59 5,871.90
Inventories at the beginning of the year
Finished goods 586.73 461.78
Stock-in-trade 1,742.58 0.55
Stock-in-process 3,542.59 5,871.90 4,667.75 5,130.08
Total 386.14 (741.82)

37. EMPLOYEE BENEFITS EXPENSE

(` in Lakhs)
31 March, 2020 31 March, 2019
Salaries, wages, bonus, gratuity, leave encashment, allowances etc. 12,122.26 9,366.62
Contribution to provident, ESI and other funds etc. 667.71 600.75
Workmen & staff welfare expenses 1,317.21 1,105.68
Total 14,107.18 11,073.05
38. FINANCE COSTS

(` in Lakhs)
No. 31 March, 2020 31 March, 2019
Interest expense on:
- Term loans - Vehicles - 0.99
- Working capital loans 26.21 16.50
- Loans from others 1.60 2.70
- Security deposits 692.51 554.58
- Lease liabilities 40.7' 28.00 -
- Others 44.69 793.01 61.19 635.96
Bank Charges 20.59 97.87
Total 813.60 733.83
39. OTHER EXPENSES

(` in Lakhs)
No. 31 March, 2020 31 March, 2019
Rent 140.38 218.36
Insurance 343.43 278.85
Rates & taxes 39.78 49.54
Repair & maintenance others 946.34 778.81
Advertisement expenses 6,320.46 8,163.07
Travelling and conveyance 1,373.72 1,162.99
Legal and professional 1,157.35 1,894.66
Payment to Auditors:
- Audit Fees 29.04 26.40
- Certification work 3.50 2.48
- Reimbursement of expenses 2.78 35.32 1.43 30.31
Contributions towards CSR 40.9 344.00 320.09
Selling & promotional expenses (net) 3,413.69 3,604.35
Sales promotion schemes (net) 13,503.31 9,902.93
Freight & cartage (net) 8,093.49 7,272.86
Incentives & Rebates 5,215.35 7,530.99
Assets written off (net) 26.65 25.82
Miscellaneous expenses 1,772.26 1,467.40
Total 43,008.53 42,739.84


40. OTHER NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR
ENDED 31 MARCH, 2020
40.1 Contingent Liabilities and Commitments:-
(` in Lakhs)
Sr. Particulars As at As at
No. 31 March, 2020 31 March, 2019
A. Contingent Liabilities
i. Claims against the Company not acknowledged as
debts - Disputed liabilities not adjusted as expenses
in the Accounts for various years being in appeals
towards:
(Refer ‘Note – a’ below)
- Sales tax 888.54 2,641.26
- Entry tax 57.72 57.72
- GST 2.29 2.69
- Income tax 679.19 679.22
- Excise Duty 236.31 1,864.05 666.20 4,047.09
ii. Guarantees given by the Bankers on behalf of the 24.86 48.13
Company to third parties
iii. Others – for which the Company is contingently 75.00 75.00
liable
B. Commitments
i. Estimated amount of contracts remaining to be 3,582.96 51.02
executed on Capital Account and not provided for
(net of advances)
Total 5,546.87 4,221.24
(a) The Company is contesting these demands and the management including its advisers are of the view that these demands
may not be sustainable at the appellate level. The management believes that the ultimate outcome of these proceedings
will not have any material adverse effect on the Company’s financial position and results of operations. The Company does
not expect any reimbursement in respect of these contingent liabilities, and it is not practicable to estimate the timing of
cash outflows, if any, in respect of these matters, pending resolution of the appellant proceedings.
40.2 Disclosure required under Section 22 of Micro, Small and Medium Enterprise Development Act, 2006:-
(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
i. Principal amount and interest due thereon remaining unpaid to any - -
supplier covered under MSMED Act.
- Principal 330.31 1,087.02
- Interest - -
ii. Amount of interest paid by the Company in terms of Section 16 of the - -
MSMED Act, 2006, along with the amount of the payment made to the
supplier beyond the appointed day during each accounting year.
iii. The amount of interest due and payable for the period of delay in making - -
payment (which have been paid but beyond the appointed day during the year)
but without adding the interest specified under MSMED Act.
iv. The amount of interest accrued and remaining unpaid - -
v. The amount of further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise for the purpose of disallowance as
a deductible expenditure under Section 23 of MSMED Act, 2006
Total 330.31 1,087.02

The above information regarding dues to Micro, Small and Medium Enterprises has been determined to the
extent such parties have been identified on the basis of information collected with the Company. Further,
the amount payable to these parties is not overdue hence no interest is required to provide/accrue as at
31.03.2020/31.03.2019.
40.3 Employee Stock Option Scheme

In an earlier year the shareholders of the Company through special resolution approved issue of 24,00,000
options exercisable into 24,00,000 equity shares under the scheme titled “Sheela Foam Employees Stock
Options Scheme 2016 (“ESOS 2016”)” which provides for granting options to employees of the Company and
its subsidiaries who meet the eligibility criteria under the scheme. The vesting period shall commence after a
period of not less than one year from the date of grant of options under the scheme and the maximum vesting
period may extend up to five years from the date of grant, unless otherwise decided by the management. As on
date, no options have been granted under ESOS 2016.
40.4 Employee Benefits:-

(a) Defined Benefit plans:
Gratuity: Payable on separation as per the Payment of Gratuity Act, 1972 as amended @ 15 days pay, for
each completed year of service to eligible employees who render continuous service of 5 years or more.
Leave Encashment : Employees of the Company are entitled to accumulate their earned/privilege leave up
to a maximum of 120 days which is payable/ encashable as per the policy on their separation.
(b) Long Term Benefit:
Long Service Award : Payable to the eligible employees as retention earned leave, after completion of
service of five years, which can be en-cashed or accumulated till retirement. During the year amount of `
723.81 lakhs (Previous Year: ` 22.62 lakhs) has been charged to the Statement of Profit and Loss towards
the said benefit.
(c) Defined Contribution plans:
Company’s employees are covered by Provident Fund and Employees State Insurance Scheme/Fund, to
which the Company makes a defined contribution measured as a fixed percentage of salary. During the year,
amount of ` 667.71 lakhs (Previous Year: ` 600.75 lakhs) has been charged to the Statement of Profit and
Loss towards employer’s contribution to these schemes/funds as under:
(` in Lakhs)
31 March, 2020 31 March, 2019
Employer’s contribution towards 604.19 506.98
Provident Fund (PF)
Employer’s contribution towards 63.52 93.77
Employees State Insurance (ESI)
(d) Other disclosures, as required under Ind AS–19 in respect of Defined Benefit plans which are determined
based on actuarial valuation, are as under:
i) Reconciliation of the opening and closing balances of Defined Benefit Obligation:
(` in Lakhs)
Particulars Gratuity Leave Encashment
Year ended Year ended Year ended Year ended
31 March, 2020 31 March, 2019 31 March, 2020 31 March, 2019
Present Value of Defined 1,417.99 1,212.63 392.33 322.54
Benefit Obligation at the
beginning of year


(` in Lakhs)
Interest cost 111.03 94.58 30.72 25.15
Current Service Cost 141.99 124.32 49.97 43.70
Benefit Paid (58.55) (74.25) (118.82) (80.58)
Actuarial (Gain) / Loss 223.19 (5.09) 76.90 (1.42)
arising from Change in
Financial Assumptions
Actuarial (Gain) / Loss (0.93) - (0.31) -
Demographic Assumptions
Actuarial (Gain) / Loss 56.89 65.79 217.18 82.94
arising from Changes in
Experience Adjustments
Present value of the 1,891.61 1,417.99 647.97 392.33
Defined Benefit Obligation
at the end of year
ii) Net Defined Benefit recognised in the Statement of Profit and Loss.
(` in Lakhs)
Interest cost 111.03 94.58 30.72 25.15
Net Defined Benefit recognised 253.02 218.90 80.69 68.85
in Statement of Profit and Loss
iii) Recognised in Other Comprehensive Income.

(` in Lakhs)
Actuarial (Gain)/Loss on arising from 223.19 (5.09) 76.90 (1.42)
Change in Financial Assumption
Actuarial (Gain)/Loss on arising from (0.93) - (0.31) -
Change in Demographic Assumption
Actuarial (Gain)/Loss on arising from 56.89 65.79 217.18 82.94
Changes in Experience Adjustments
Return on Plan Asset 6.07 (0.58) - -
(Excluding Interest)
Net actuarial Loss 285.22 60.12 293.77 81.52

iv) Reconciliation of the opening and closing balances of fair value of Plan Assets
(` in Lakhs)
Fair value of Plan Assets at the beginning 1440.58 - - -
of year
Expected return on plan Assets 112.80 - - -
Employer’s Contribution - 1,440.00 - -
Admin Charges (0.09) - - -
Remeasurement of the (Gain) /Loss in (6.07) 0.58 - -
Other Comprehensive Income
Return on Plan Assets excluding interest - - - -
income
Benefits paid (58.55) - - -
Fair value of Plan Assets at the end of year 1,488.67 1,440.58 - -
v) Net Defined Benefit Assets / (Liability) recognised in the Balance Sheet

(` in Lakhs)
Present value of the Defined Benefit (1891.61) (1,417.99) (647.97) (392.33)
Obligation at the end of year
Fair value of Plan Assets at the 1488.66 1,440.58 - -
end of year
Net Defined Benefit Assets (402.95) 22.59 (647.97) (392.33)
/ (Liability) recognised in the
Balance Sheet
vi) Broad categories of Plan Assets as percentage of total assets

Insurer Managed Funds 100% 100%. N. A. N. A.
vii) Sensitivity Analysis*

a) Impact of the change in the discount rate
(` in Lakhs)
Present value of the Defined Benefit 1,891.61 1,417.99 647.97 392.33
a) Impact due to increase of 1.00% (213.81) (156.08) (73.68) (43.49)
(Previous year: 1.00%)
b) Impact due to decrease of 1.00% 253.80 184.58 87.59 51.58
(Previous Year: 1.00%)


b) Impact of the change in the salary increase

(` in Lakhs)
Present value of the Defined Benefit 1891.61 1,417.99 647.97 392.33
a) Impact due to increase of 1.00% 255.83 188.05 88.29 52.55
b) Impact due to decrease of 1.00% (219.05) (161.35) (75.48) (44.96)
*
Sensitivities due to mortality & withdrawals are not material & hence impact of change not calculated.
*
Sensitivities as to rate of inflation, rate of increase of pension in payment, rate of increase of pensions before retirement & life
expectancy are not applicable being a lump sum benefit on retirement.
viii. Maturity Profile

(` in Lakhs)
Year Gratuity Leave Encashment
0 to 1 year 56.70 47.53
1 to 2 Year 67.10 53.21
2 to 3 Year 56.31 65.48
N. A.
3 to 4 Year 72.37 62.74
4 to 5 Year 141.09 68.57
5 Year onwards 1,498.04 1,120.45
ix. Expected contribution for the next Annual reporting period

(` in Lakhs)
Service Cost 185.05 141.99 84.21 49.97
Net Interest Cost 27.32 111.03 43.93 30.72
Expected Expense for the next 212.37 253.02 128.14 80.69
annual reporting period
x. Actuarial Assumptions:
Principal assumptions used for actuarial valuation are:
Method used Projected unit credit method
Discount rate 6.78% 7.83% 6.78% 7.83%
Salary Escalation 5.00% 5.00% 5.00% 5.00%
Mortality Rate IALM (2012-14) (P. Year IALM (2006-08)
Withdrawal rate up to 30/44 and 3%/2%/1%
above 44 years
Rate of return on plan assets 6.78 P. A. 7.83 P.A. N.A, as there are no plan assets

40.5 Operating Segments

The Company is engaged in the manufacturing of the products of same type/class and has no overseas
operations/units and as such there is no reportable segment as per Indian Accounting Standard (Ind AS-108)
dealing with the operating segments.
40.6 Related Party Disclosures (Ind AS-24):

A. List of Related Parties and relationships
(a) Subsidiaries: (c) Key Management Personnel (KMP) :
- Joyce Foam Pty Ltd., Australia - Mr. Rahul Gautam (Managing Director) *
- Divya Software Solutions (P) Ltd., India - Mr. Rakesh Chahar (Whole-time Director)
- Sleepwell Enterprises Pvt. Ltd., India - Mrs. Namita Gautam (Whole-time Director) *
- International Foam Technologies SL, Spain - Mr. Tushaar Gautam (Whole-time Director) *
(w.e.f. 12.06.2019)
- SleepX US Inc., USA (w.e.f. 04.10.2019) * Also having significant influence through
- Staqo World Pvt. Ltd., India (w.e.f. 10.02.2020) major shareholding.
(b) Entities in which Key Management Personnel (d) Relatives of Key management Personnel:
or their Relatives have significance influence - Late Mrs. Sheela Gautam (Mother of Mr. Rahul
Gautam) (demise on 08.06.2019) *
- Rangoli Resorts Pvt. Ltd. - Mrs. Lisa Chahar (Wife of Mr. Rakesh Chahar)
- Core Moulding Pvt. Ltd. * Also having significant influence through
- Sleepwell Foundation (Trust) major shareholding.
(e) Step-down Subsidiary:

- Interplasp, SL, Spain (w.e.f. 01.10.2019),
Subsidiary of International Foam Technologies
SL, Spain,(refer note 4.16.a)
Note: Related party relationship is as identified by the Company and relied upon by the Auditors.
B. Transactions with related parties:

(` in Lakhs)
Transactions Subsidiaries/ Related Key Relatives of Key
Step-down Entities Management Management
Subsidiary Personnel Personnel
(i) Transactions during the year:
a. Purchase of Material / Capital Goods 266.05 3.59 - -
(10.67) (-) (-) (-)
b. Sale of Material/ Capital Goods 12.91 0.77 - -
(25.18) (2.25) (-) (-)
c. Sale of IT Support Services 380.40 - - -
(390.06) (-) (-) (-)
d. Purchase of IT Support Services 60.00 - - -
(-) (-) (-) (-)
e. Rent received 0.36 0.24 - -
(0.36) (0.24) (-) (-)
f. Royalty paid 10.00 - - -
(10.00) (-) (-) (-)
g. Investment made 11,434.38 - - -
(268.43) (-) (-) (-)
h. Bank Charges Recovered - - - -
(2.76) (-) (-) (-)


(` in Lakhs)
Transactions Subsidiaries/ Related Key Relatives of Key
Subsidiary Personnel Personnel
i. Remuneration including Performance - - 932.24 -
Incentives (-) (-) (787.77) (-)
j. Interest paid/payable - - - 0.67
(-) (-) (-) (3.14)
k. Rent paid 12.00 - - -
(9.59) (-) (-) (-)
l. Reimbursement of expenses 175.05 - - -
(296.46) (10.58) (-) (-)
m. Contributions under CSR - 331.25 - -
(-) (286.62) (-) (-)
n. Loan to subsidiary company 4753.03 - - -
(-) (-) (-) (-)
o. Short term advances to subsidiary 295.08 - - -
company (-) (-) (-) (-)
p. Interest on loan given to subsidiary 141.52 - - -
company (-) (-) (-) (-)
q. Repayment of long-term loan and - - - 30.61
advances (-) (-) (-) (-)
r. Financial guarantee given 16,998.00 - - -
(refer note 40.16.a) (-) (-) (-) (-)
Subsidiaries/ Related Key Relatives of Key

Subsidiary Personal Personal
(ii) Closing balance as at 31 March, 2020 /
31 March, 2019:
a. Trade Receivables 177.71 - - -
(186.65) (-) (-) (-)
b. Trade Payable 59.97 - - -
(-) (-) (-) (-)
c. Long Term Loans and Advances Payable - - - -
(-) (-) (-) (29.57)
d. Investments 21,372.47 - - -
(9,938.09) (-) (-) (-)
e. Loan to subsidiary company 4,638.17 - - -
(-) (-) (-) (-)
f. Short term advances to subsidiary 409.94 - - -
company (-) (-) (-) (-)
g. Interest accrued on loan give to 39.96 - - -
subsidiary company (-) (-) (-) (-)
h. Financial guarantees 18,979.44 - - -
(3,025.15) (-) (-) (-)
i. Advance from customers 21.86 - - -
(-) (-) (-) (-)
Note: (Figures in bracket are for the year ended 31 March, 2019)

40.7 Leases
a. Company as Lessee
The Company has taken various properties on Operating Leases in its normal course of business which contain
extension option after the initial contract period. The amounts recognised on account of leases are as under:
i. Amount recognised in Statement of Profit and Loss.
(` in Lakhs)
Particulars Year ended
31 March, 2020
Interest expense on lease liability 28.00
Amortisation of Right-of-use assets 30.93
ii. Amount recognised in Balance Sheet.

(` in Lakhs)
Particulars As at Adjustment on Addition / As at
31 March, 2019 adoption of (Deletion) 31 March, 2020
(Note iii below) Ind AS 116 during the year
(Note iii below)
Lease liabilities – Non-Current - 237.73 16.67 254.40
Lease liabilities - Current - 27.10 0.49 27.59
Right-of-use assets (Gross) - 247.44 44.25 291.69
(Refer Note 4)
Retained Earnings 62,662.52 (13.01) 16,551.12 79,200.63
Deferred tax liabilities 1,142.09 (4.38) (459.05) 678.66
iii. The Company has adopted Ind AS 116 – Leases from 1 April, 2019, and as permitted by its transitional provisions,
the cumulative effect of its initial application has been applied as an adjustment to opening Retained Earnings
at the date of initial application i.e. on 1 April, 2019, instead of restating the comparative information.
(` in Lakhs)
iv Particulars Amount
Maturity analysis – contractual undiscounted cash flows
Within 1 year 57.27
Within 2 years 54.66
Within 6 years and upto 99 years 1,544.19
Total undiscounted lease liabilities 1,761.64
Impact of discounting and other adjustments 1,479.65
Lease liabilities included in the Balance Sheet 281.99
b. Company as Lessor
The Company has entered into a lease agreement to lease the following properties which have been treated as
“Investment Property”.
Land & Factory Building situated The lease agreement was executed on 1 December, 2016. The said lease is
at Sikkim for a term of 10 years with a clause to enable upward revision of the rental
charge after every 3 years. The total rent recognised as income during the
year is ` 145.99 lakhs (Previous year: ` 144.00 lakhs).
Residential Flat situated at The lease agreement was executed w.e.f. 15 September, 2018. The said lease
Greater Noida was initially for a term of 11 months with a clause of subsequent renewal by
mutual consent and the same being further renewed for 11 months. The
total rent recognised as income during the year is ` 6.72 lakhs (Previous
year: ` 3.92 lakhs).


40.8 Earnings per Share:

(` in Lakhs)
Particulars Year ended Year ended
31 March, 2020 31 March, 2019
Net Profit as per Statement of Profit and Loss – (` in lakhs) 16,551.12 12,367.02
Basic/Diluted weighted average number of equity shares
4,87,82,808 4,87,82,808
outstanding during the year
Nominal value of Equity Share (`) 5.00 5.00
Basic/Diluted Earnings per Share (`) 33.93 25.35
40.9 Corporate Social Responsibility:

As per Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee has been
formed by the Company. The areas for CSR activities are eradication of hunger and malnutrition, promoting
education, art and culture, healthcare, destitute care and rehabilitation and rural development projects. The
contributions towards CSR was on the activities which are specified in Schedule VII of the Companies Act, 2013.
The detail of the amount spent during the period is as under:
(` in Lakhs)
Amount spent Amount pending Total Amount
during the current for spending as at
year ended 31 March, 2020
31 March, 2020
- Gross Amount lying pending for the earlier -
year as at 01.04.2019
- Gross Amount required to be spent 338.89
during the year
- Amount spent during the year:
a. Construction/acquisition of any asset - -
b. Contribution to Trusts / NGOs / Societies 344.00 - 344.00
40.10 Financial and Derivative Instruments:

a. During the year, there are Derivative contracts amounting to ` 28.51 lakhs entered by the Company for
Hedging Currency (Previous year: Nil).
b. Foreign currency exposures that are not hedged by derivative instruments are given below:
(` in Lakhs)
Foreign Currency (FC) Currency As at As at
Symbol 31 March, 2020 31 March, 2019
FC INR FC INR
Liabilities
Trade Payables
United States Dollar $ (7.71) (594.36) (14.86) (1,048.50)
Great Britain Pound £ - - (0.01) (0.25)
Euro € (0.51) (43.39) (0.62) (49.65)
Chinese Yuan ¥ (16.04) (182.75) (8.89) (97.76)
Advance from Customers
United States Dollar $ (0.02) (1.64) (0.14) (10.20)
Euro € (0.23) (21.86) - -
Assets
Trade Receivables
United Stated Dollar $ 0.76 55.96 1.15 77.29
Australian Dollar AUD 3.94 177.71 3.94 186.65
Advance to Vendor
United Stated Dollar $ - - 9.42 634.54

(` in Lakhs)
FC INR FC INR
Euro € 1.78 143.58 1.15 86.43
Great Britain Pound £ 3.64 329.46 0.13 11.07
UAE Dirham AED - - 6.98 122.20
Loan to Subsidiary $ 80.00 4,638.17 - -
Company – Non current
Advance to Subsidiary Company $ 5.36 409.94 - -
Net Asset / (Liability) (in INR) 4,910.82 (88.18)
Note: Figures in the brackets represents payables.
40.11 Fair Value Measurements

The carrying amounts and fair values of the financial instruments by class are as follows:
(` in Lakhs)
Particulars Carrying amount/Fair value
As at As at
31 March, 2020 31 March, 2019
Financial assets
Carrying amounts/fair value:
a) Measured at fair value through profit and loss
Non-current assets
− Investments 1,182.97 4,917.34
Current assets
− Investments 21,791.76 25,767.09
b) Measured at fair value through other comprehensive income - -
c) Measured at amortised cost
Non-current assets
− Investments 0.35 0.35
− Loans 4,844.81 234.55
− Other non-current financial assets 31.61 11.00
Current assets
− Investments - 1,000.30
− Trade receivables 12,640.27 10,265.85
− Cash and cash equivalents 2,889.45 1,066.90
− Bank balances other than cash and cash equivalents 25.65 157.19
− Loans 561.25 18.78
− Other current financial assets 1,001.07 2,567.68
Total 44,969.19 46,007.03
a) Measured at fair value through profit and loss - -
Financial Guarantee Contracts
− Borrowings - 29.57
− Lease liabilities 254.40 -
− Other non-current financial liabilities 7,372.61 6,965.39
Current liabilities
− Borrowings 2.45 -
− Lease liabilities 27.59 -
− Trade payables 11,405.45 11,654.98
− Other current financial liabilities 7,391.54 7,429.42
Total 26,454.04 26,079.36


The fair value of the financial assets and liabilities is included at the amount at which the instrument could
be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The
following methods and assumptions were used to estimate the fair values:
1. The Company has disclosed financial instruments such as trade receivables, cash and cash equivalents, other
bank balances, trade payables, other financial assets and liabilities at carrying value because their carrying
amounts are a reasonable approximation of the fair values due to their short-term nature.
2.
Financial instruments with fixed and variable interest rates are evaluated by the Company based on
parameters such as interest rates and individual credit worthiness of the counter party. Based on this
evaluation, allowances are taken to the account for the expected losses of these receivables.
Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments
by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are
observable, either directly or indirectly
Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based
on observable market data
Disclosures of fair value measurement hierarchy for financial instruments are given below:

As at As at
31 March, 2020 31 March, 2019
Financial assets L-1 L-2 L-3 L-1 L-2 L-3
a) Measured at fair value though
profit and loss
Non-current assets
- Investments 1,182.97 - - 4,917.34 - -
b) Measured at fair value though - - - - - -
other comprehensive income
Non-current assets
- Investments - - 0.35 - - 0.35
- Loans - - 4,844.81 - - 234.55
- Other non-current financial - - 31.61 - - 11.00
assets
Current assets
- Investments 21,791.76 - - 25,767.09 - 1000.30
- Trade receivables - - 12,640.27 - - 10,265.85
- Cash and cash equivalents - - 2,889.45 - - 1,066.90
- Bank balances other than - - 25.65 - - 157.19
cash and cash equivalents
- Loans - - 561.25 - - 18.78
- Other current financial assets - - 1,001.07 - - 2,567.68
Total 22,974.73 - 21,994.46 30,684.43 - 15,322.60


As at As at
31 March, 2020 31 March, 2019
Measured at fair value though
profit and loss
Financial Guarantee Contracts - - - - - -
Measured at fair value though - - - - - -
Measured at amortised cost
- Borrowings - - - - - 29.57
- Lease liabilities - - 254.40 - - -
- Other non-current financial - - 7,372.61 - - 6,965.39
liabilities
Current liabilities
- Borrowings - - 2.45 - - -
- Lease liabilities - - 27.59 - - -
- Trade payables - - 11,405.45 - - 11,654.98
- Other current financial liabilities - - 7,391.54 - - 7,429.42
Total - - 26,454.04 - - 26,079.36
40.12 Capital Management

Equity share capital and other equity are considered for the purpose of Company’s capital management.
The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise
returns to shareholders. The capital structure of the Company is based on management’s judgement of its strategic
and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence.
The management and the Board of Directors monitors the return on capital as well as the level of dividends to
shareholders. The Company may take appropriate steps in order to maintain, or if necessary, adjust, its capital
structure.
40.13 Financial risk management objectives and policies

The Company’s principal financial liabilities, comprise of borrowings, security deposits, trade and other payables.
The main purpose of these financial liabilities is to finance the Company’s operations. Further, the Company has
financial risk / exposer of financial guarantees given to the banks towards security against the loans taken by its
foreign subsidiaries, however, considering that there is no expected credit losses, there is no financial liability
as at the yearend on this account. The Company’s principal financial assets include investments, loans, trade
and other receivables, cash and cash equivalents and other bank balances that are derived directly from its
operations.
The Company’s financial risk management is an integral part of how to plan and execute its business strategies.
The Company is exposed to market risk, credit risk and liquidity risk.
The Company’s senior management oversees the management of these risks. The senior professionals working
to manage the financial risks and the appropriate financial risk governance framework for the Company are
accountable to the Board of Directors and Audit Committee. This process provides assurance to Company’s
senior management that the Company’s financial risk-taking activities are governed by appropriate policies and
procedures and that financial risk are identified, measured and managed in accordance with Company policies
and Company risk objective.


The management reviews and agrees policies for managing each of these risks which are summarised as below:
(a) Market Risk:
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because
of changes in market prices. Market prices comprises three types of risk: currency rate risk, interest rate
risk and other price risks, such as equity price risk and commodity price risk. Financial instruments affected
by market risks include borrowings, security deposits, investments and foreign currency receivables and
payables. The sensitivity analyses in the following sections relate to the position as at 31 March, 2020. The
analyses exclude the impact of movements in market variables on; the carrying values of gratuity and other
post-retirement obligations; provisions; and the non-financial assets and liabilities. The sensitivity of the
relevant Profit and Loss item is the effect of the assumed changes in the respective market risks. This is
based on the financial assets and financial liabilities held as of 31 March, 2020.
(i) Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in
foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense
is denominated in foreign currency). Foreign currency exchange rate exposure is partly balanced by
purchasing of goods from various countries. The Company evaluates exchange rate exposure arising from
foreign currency transactions and follows established risk management policies.
Foreign currency risk sensitivity
The following tables demonstrate the sensitivity to a reasonably possible change in USD, EURO, GBP, Chinese
Yuan, AED and AUD exchange rates, with all other variables held constant. The impact on the Company profit
before tax is due to changes in the fair value of monetary assets and liabilities. Foreign currency exposures
recognised by the Company that have not been hedged by a derivative instrument or otherwise are as under:
(` in Lakhs)
FC INR FC INR
Liabilities
Trade Payables
United States Dollar $ (7.71) (594.36) (14.86) (1,048.50)
Euro € (0.51) (43.39) (0.62) (49.65)
Chinese Yuan ¥ (16.04) (182.75) (8.89) (97.76)
Euro € (0.23) (21.86) - -
Assets
Trade Receivables
Australian Dollar AUD 3.94 177.71 3.94 186.65
Advance to Vendor
Euro € 1.78 143.58 1.15 86.43
Loan to Subsidiary Company – $ 80.00 4,638.17 - -
Non current
Advance to Subsidiary Company $ 5.36 409.94 - -
Net Asset / (Liability) (in INR) 4,910.82 (88.18)

Impact on profit before tax and equity As at As at

31 March, 2020 31 March, 2019
5% Increase (+) 244.11 (-) 4.41
5% Decrease (-) 244.11 (+) 4.41
Note: Figures in bracket represents payables
(ii) Interest Rate Risk

Interest rate is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. Company’s financial liabilities comprises mainly of interest-bearing
vehicle loans, loans and advances from related parties and security deposits, however, these are not
exposed to risk of fluctuation in market interest rate as the rates are fixed at the time of contract/agreement
and do not change for any market fluctuation.
(iii) Commodity Price Risk

The Company is affected by the price volatility of certain commodities. Its operating activities require
the ongoing manufacture of bedding articles, home comfort products, furniture cushioning and
specialised foam and therefore require a continuous supply of raw materials i.e. TDI and Polyol being the
major input used in the manufacturing. Due to the significantly increased volatility of the price of the
TDI and Polyol, the Company has entered into various purchase contracts for these material for which
there is an active market. The Company’s management has developed and enacted a risk management
strategy regarding commodity price risk and its mitigation. The Company partly mitigated the risk of
price volatility by entering into the contract for the purchase of these material and further the Company
increases prices of its products as and when appropriate to minimize the impact of increase in raw
material prices.
(b) Credit Risk

Credit Risk is the risk that the counter party will not meet its obligation under a financial instrument, leading
to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade
receivables) and from its financing activities, including deposits with banks, foreign exchange transactions
and other financial instruments.
i) Trade Receivables
Customer credit risk is managed by each business unit subject to the Company’s established policy,
procedures and control relating to customer credit risk management. Credit quality of a customer is
assessed based on an extensive credit rating review and individual credit limits are defined in accordance
with this assessment. The Company regularly monitors its outstanding customer receivables.
An impairment analysis is performed at each reporting date on trade receivables by lifetime expected
credit loss method based on provision matrix. The maximum exposure to credit risk at the reporting
date is the carrying value of each class of financial assets. The Company does not hold collateral as
security. The Company evaluates the concentration of risk with respect to trade receivables as low,
as its customers are located in several jurisdictions and industries and operate in largely independent
markets.
ii) Financial instruments and cash & bank deposits

Credit risk from balances with banks and financial institutions is managed by the Company’s finance
department in accordance with the Company’s policy. Investments of surplus funds are made in bank
deposits, bonds, debentures and mutual funds. The limits are set to minimize the concentration of risks
and therefore mitigate financial loss through counter party’s potential failure to make payments.


The Company’s maximum exposure to credit risk for the components of the balance sheet at 31 March, 2020
is the carrying amounts which are given below. Trade Receivables and other financial assets are written off
when there is no reasonable expectation of recovery, such as debtor failing to engage in the repayment plan
with the Company.
As at As at
Particulars
31 March, 2020 31 March, 2019
Non-current assets
- Investments 1,183.32 4,917.69
- Loans 4,844.81 234.55
- Other non-current financial assets 31.61 11.00
Current assets
- Investments 21,791.76 26,767.39
- Trade receivables 12,640.27 10,265.85
- Cash and cash equivalents 2,889.45 1,066.90
- Bank balances other than cash and cash equivalents
- Loans 25.65 157.19
- Other current financial assets 561.25 18.78
1,001.07 2,567.68
Total 44,969.19 46,007.03
Balances with banks is subject to low credit risks due to good credit ratings assigned to these banks.
The ageing analysis and loss allowance of trade receivables given below has been considered from the date
the invoice falls due:
31 March, 2020 31 March, 2019
Not Due 8,531.74 8,171.99
Due from 0 to 180 days 3,285.31 1,902.03
Due from more than 180 days 933.38 230.30
Less: Loss Allowance (110.16) (38.47)
Total 12,640.27 10,265.85
(c) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time
or at reasonable price. The Company’s objective is to at all times maintain optimum levels of liquidity to
meet its cash and liquidity requirements. The Company closely monitors its liquidity position and deploys
a robust cash management system. It maintains adequate source of financing through the use of short-
term bank deposits, short term investments and cash credit facility. Processes and policies related to such
risks are overseen by senior management. Management monitors the Company’s liquidity position through
rolling forecasts on the basis of expected cash flows. The Company assessed the concentration of risk with
respect to its debt and concluded it to be very low.
Maturity profile of financial liabilities

The table below provides the details regarding the remaining contractual maturities of financial liabilities at
the reporting date:
Particulars Carrying Value Less than 1 year 1 to 5 years
As at 31 March, 2020
Lease liabilities 281.99 27.59 254.40
Trade payables 11,405.45 11,405.45 -
Other non-current financial liabilities 7,372.61 - 7,372.61
Other current financial liabilities 7,391.54 7,391.54 -
Total 26,451.59 18,824.58 7,627.01


Trade payables 11,654.98 11,654.98 -
Total 26,049.79 19,084.40 6,965.39
40.14 Disclosure required under Section 186 (4) of the Companies Act, 2013.
Particulars of transaction made during the year and outstanding balance as at the end of the year:
(` in Lakhs)
Sr. Name of the Investee Nature of Purpose for which 2019-20 2018-19
No. Transaction it is utilised During Outstanding During Outstanding
the Year Balance the Year Balance
1. Joyce Foam Pty. Ltd., Investment Manufacturing of technical - 2,306.59 - 2,306.59
Australia, foam supplied to Business
Wholly Owned Subsidiary to Business customers
(mattress and furniture
manufacturers) in Australia
Financial Corporate guarantee given - 1,981.44 - 3,025.15
Guarantee to bank for security towards
given long term working capital
facility availed by the said
Subsidiary.
2. Divya Software Solutions Investment To engage in Software 79.70 7,602.00 268.43 7,522.30
Pvt. Ltd., India development and related
Wholly Owned Subsidiary ancillary activities
3. Sleepwell Enterprises Investment To acquire the said - 109.20 - 109.20

Pvt. Ltd., India Company, which is holding
Wholly Owned Subsidiary ownership of Sleepwell
and other brands related
to foam, mattress & other
products.
4. International Foam Investment To invest in a running 11,352.93 11,352.93 - -
Technologies SL, Spain Company in Spain,
Wholly Owned Subsidiary Financial engaged in manufacturing 16,998.00 16,998.00 - -
(w.e.f. 12.06.2019 also refer Guarantee of Polyurethane Foam,
note 40.16.a) Loans through this WOS. 4,638.17 4,638.17 - -
Advance Upfront fees paid on 409.34 409.34 - -
behalf of Subsidiary on
account of Loan taken
from Citi Bank Spain and
other advance.
5. SleepX US Inc. USA Investment Marketing of the products 1.02 1.02 - -
Wholly Owned Subsidiary of the Company in USA.
(w.e.f. 04.10.2019, also refer
note 40.16.b)
6. Staqo World Pvt. Ltd., India Investment To carry on business of 0.73 0.73 - -
Wholly Owned Subsidiary, Information technology
(w.e.f. 10.02.2020) and related ancillary
services.
40.15 T
he Company in the year 2016-17, had lodged an insurance claim towards the fire in its unit at Greater Noida, and
as the management was confident of recovery of the said claim, the loss of ` 1,199.49 lakhs incurred in the fire was
accounted for as “Insurance Claim Receivable”. However, as in-spite of continuous follow up, there is no concrete


evidence / reasonable positive indication of its recovery, the said claim which is lying under receivable has been
written off during the current year and debited to the Statement of Profit and Loss, as Exceptional Item.
40.16 Investment in Foreign Subsidiaries

a. The Company during the year, through its Wholly Owned Subsidiary Company (WOS) namely, International Foam
Technologies SL, Spain, acquired 93.66% of share capital of a running Company in Spain, namely, Interplasp, SL,
Spain, mainly engaged in manufacturing of Polyurethane Foam, for Euro 40 million, which has been funded by
the Company by Investment of Euro 12 Million in the equity capital of WOS (` 11,352.93 lakhs as at 31 March,
2020 including impact of ` 1714.07 lakhs on fair valuation of the loan given to the WOS, and ` 260.46 lakhs
incurred on incorporation of WOS) and loan of Euro 8 Million to WOS (` 4638.17 lakhs as at 31 March, 2020, net
of impact of ` 1714.07 lakhs on fair valuation) and for the balance Euro 20 Million loan has been taken by WOS
from Citi Bank, Spain, based on Standby Letter of Credit / financial guarantee (of ` 16,998 lakhs as at 31 March,
2020) from Citi Bank, India, secured by exclusive charge on certain fixed assets of the Company.
b. The Company has incorporated a Wholly Owned Subsidiary Company (WOS) namely SleepX US Inc.,
in Delaware, USA during the year w.e.f. 4 October, 2019, for marketing of its products in the market of
USA. Though the said WOS has been incorporated, however, as no share capital has been subscribed or
investment has been made therein, except the expenditure of ` 1.02 lakhs incurred for acquisition, there is
no impact of the same on these financial statements.
40.17 The SARS-CoV-2 virus responsible for COVlD-19, which has been declared a Global pandemic by the World
Health Organisation, continues to spread across the globe, and has contributed to a significant decrease in
global and local economic activities, and most of the governments including the Indian Government, had
announced the strict lockdowns across their respective countries as one of the strongest measures to contain
the spread of the virus. The Company keeping in view the said situation, has assessed its future cash flow
projections, recoverability of its assets including trade receivables, investments and inventories etc., and also
held impairment testing of its non-monetary assets including the property, plant and equipment, using the
various internal and external information. Based on this evaluation, the Company expects to recover the carrying
amount of these assets and does not anticipate any impairment to these financial and non-financial assets as
at the date of approval of these financial statements. However, the extent to which the COVID-19 pandemic will
impact the Company’s future activities and financial statements will depend on future developments which are
highly uncertain, therefore the impact of COVID-19 on the financial statements may differ from that estimated
as at the date of approval of these financial statements.
40.18 The Government of India on 12 December, 2019 vide the Taxation Laws (Amendment) Act, 2019 inserted a new
section 115BAA in the Income Tax Act, 1961 which provides an option to the Company for paying Income Tax at
reduced rates as per the provisions / conditions defined in the said section. The Company has recognised the tax
provision in its books as per the said new tax regime under Section 115BAA, during the current year. Further, the
deferred tax assets / liabilities have also been re-measured at the tax rates in accordance with the said tax regime.
40.19 The previous year’s figures have been re-grouped/re-classified wherever considered necessary.



Independent Auditor’s Report
To the members of ‘Sheela Foam Limited’ on Consolidated Financial Statements
Opinion Basis for Opinion

We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under section 143(10) of
We have audited the accompanying consolidated financial the Act. Our responsibilities under those Standards
statements of Sheela Foam Limited (hereinafter referred are further described in the Auditor’s Responsibilities
to as the “Holding Company”) and its Subsidiaries (Holding for the Audit of the Consolidated Financial Statements
Company and its subsidiaries together referred to as “the section of our report. We are independent of the Group in
Group”), which comprise the Consolidated Balance Sheet accordance with the Code of Ethics issued by the Institute
as at 31 March, 2020, the Consolidated Statement of Profit of Chartered Accountants of India together with the
and Loss (including Other Comprehensive Income), the ethical requirements that are relevant to our audit of the
Consolidated Statement of Changes in Equity and the consolidated financial statements under the provisions
Consolidated Statement of Cash Flows for the year then of the Act and the Rules thereunder, and we have fulfilled
ended, and notes to the consolidated financial statements our other ethical responsibilities in accordance with
including a summary of the significant accounting policies these requirements and the Code of Ethics. We believe
and other explanatory information (hereinafter referred to that the audit evidence we have obtained is sufficient
as “the consolidated financial statements”). and appropriate to provide a basis for our opinion.
In our opinion and to the best of our information and Key Audit Matters
according to the explanations given to us, the aforesaid Key audit matters are those matters that, in our
consolidated financial statements give the information professional judgment, were of most significance in our
required by the Companies Act, 2013 (the ‘Act’) in the manner audit of the consolidated financial statements of the
so required and give a true and fair view in conformity with current year. These matters were addressed in the context
the accounting principles generally accepted in India, of the of our audit of the consolidated financial statements as a
consolidated state of affairs of the Group as at 31 March, whole, and in forming our opinion thereon, and we do
2020 and its consolidated total comprehensive income, its not provide a separate opinion on these matters. We
consolidated changes in equity and its consolidated cash have determined the matters described below to be the
flows for the year ended on that date. key audit matters to be communicated in our report.
Key Audit Matters How the matter was addressed in the audit
Useful lives of Property, Plant & Equipment Our Audit Procedure :

(Refer to Notes 3 and 5 to the consolidated financial We obtained and evaluated the management’s
statements) estimations and specifically performed the work as under:
The property, plant and equipment are depreciated - Compared the key assumptions, used within the
on a pro-rata basis on written down value / straight impairments models to the historic performance
line, over the useful lives of the assets, as estimated of the respective group of assets and approved
by the management. These estimations are based on estimates.
changes in the expected level of usage, technological -
Benchmarking the key assumptions, used with
developments, level of wear and tear, which involves in the impairment models and past history of the
high degree of the estimation and judgement and could replacement age etc. and repairs requirements /
affect the reported residual value and depreciation cost etc.
of the assets. As the value of property, plant and
equipment is substantial i.e. ` 54,349.94 lakhs, which Our Results:
is 32.91% of the total assets of the Group, therefore
As a result of performance of above procedures, we
any change in these estimates or actual results could
have not identified any circumstances that would lead
have a substantial impact on the profit/ assets in future
to material adjustments to the carrying value of these
years and completeness and accuracy of the financial
assets, or change in their useful lives.
statements.

Key Audit Matters How the matter was addressed in the audit
Fair Value measurement of Financial Instruments Our Audit Procedure :

(Refer to Note 39.11 to the consolidated financial The Group has carried out the valuation of the financial
statements) instruments after applying judgments and estimates. We
have conducted the verification of the data provided to us by
Fair value of financial assets and financial liabilities the Group with respect to its correctness and completeness
have been measured using valuation techniques vis-à-vis the financial accounts / records of the Group, and
where the financial instruments are not quoted in held interaction with the management to understand
active market. The inputs to these techniques / their process and results and the implementation and
models are taken from observable markets where usage of valuation techniques / models. This included the
possible, but where this is not feasible, a degree review of the controls over adjustments to mitigate model
of judgement is required in establishing fair values. limitations and assumptions.
Judgements include considerations of inputs such
as liquidity risk, credit risk and volatility, which Our Results:
involve high degree of the estimation and judgement The results of our testing were satisfactory and we
and could affect the reported fair value of financial considered the fair value of the financial instruments
instruments. assets and liabilities recognised to be acceptable.
Information Other than the Consolidiated of adequate accounting records in accordance with
Financial Statements and Auditor’s Report the provisions of the Act for safeguarding the assets
thereon of the Group and for preventing and detecting frauds
The Holding Company’s Board of Directors is responsible and other irregularities; selection and application of
for the other information. The other information appropriate accounting policies; making judgments and
comprises the Corporate Governance Report and estimates that are reasonable and prudent; and design,
Directors’ Report, including annexures thereon, but does implementation and maintenance of adequate internal
not include the consolidated financial statements and financial controls, that were operating effectively
our auditor’s report thereon. for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and
Our opinion on the consoldiated financial statements presentation of the consolidated financial statements
does not cover the other information, and we do not that give a true and fair view and are free from material
express any form of assurance conclusion thereon. misstatement, whether due to fraud or error, which
have been used for the purpose of preparation of the
In connection with our audit of the consoldiated financial
consolidated financial statements by the Directors of
statements, our responsibility is to read the other
the Holding Company, as aforesaid.
information identified above and, in doing so, consider
whether the other information is materially inconsistent
with the consolidated financial statements or our In preparing the consoldiated financial statements, the
knowledge obtained in the audit, or otherwise appears respective Board of Directors of the Companies included
to be materially misstated. in the Group are responsible for assessing the ability of
the Group to continue as a going concern, disclosing, as
If, based on the work we have performed on the other applicable, matters related to going concern and using
information, we conclude that there is a material the going concern basis of accounting unless the Board of
misstatement of this other information, we are required to Directors either intends to liquidate the Group or to cease
report that fact. We have nothing to report in this regard. operations, or has no realistic alternative but to do so.
Responsibilities of Management and
Those Charged with Governance for the The respective Board of Directors of the Companies
Consolidated Financial Statements included in the Group are responsible for overseeing the
financial reporting process of the Group.
The Holding Company’s Board of Directors is responsible
for the preparation and presentation of these consolidated
financial statements in term of the requirements of the Act
that give a true and fair view of the consolidated financial
Auditor’s Responsibilities for the audit of
position, consolidated financial performance including
the Consolidated Financial Statements
other comprehensive income, consolidated changes Our objectives are to obtain reasonable assurance about
in equity and consolidated cash flows of the Group in whether the consoldiated financial statements as a whole
accordance with the accounting principles generally are free from material misstatement, whether due to fraud
accepted in India, including the Indian Accounting or error, and to issue an auditor’s report that includes our
Standards (“Ind AS”) notified under Section 133 of the Act opinion. Reasonable assurance is a high level of assurance,
read with the Companies (Indian Accounting Standards) but is not a guarantee that an audit conducted in accordance
Rules, 2015, as amended from time to time. with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
The respective Board of Directors of the Companies considered material if, individually or in the aggregate, they
included in the Group are responsible for maintenance could reasonably be expected to influence the economic

decisions of users taken on the basis of these consolildated been audited by other auditors, such other auditors
financial statements. remain responsible for the direction, supervision and
performance of the audits carried out by them. We
As part of an audit in accordance with SAs, we along with remain solely responsible for our audit opinion.
auditor’s of Subsidiary Companies exercise professional
judgment and maintain professional skepticism
We communicate with those charged with
throughout the audit. We also: governance of the Holding Company and such
other entities included in the consolidated financial
-
Identify and assess the risks of material statements of which we are independent auditors
misstatement of the consolidated financial regarding, among other matters, the planned scope
statements, whether due to fraud or error, design and timing of the audit and significant audit findings,
and perform audit procedures responsive to those including any significant deficiencies in internal
risks, and obtain audit evidence that is sufficient control that we identify during our audit.
and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement We also provide those charged with governance with
resulting from fraud is higher than for one resulting a statement that we have complied with relevant
from error, as fraud may involve collusion, forgery, ethical requirements regarding independence, and to
intentional omissions, misrepresentations, or the communicate with them all relationships and other
override of internal control. matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
- Obtain an understanding of internal control relevant
to the audit in order to design audit procedures
From the matters communicated with those
that are appropriate in the circumstances. Under charged with governance, we determine those
section 143(3)(i) of the Companies Act, 2013, we matters that were of most significance in the
are also responsible for expressing our opinion on audit of the consolidated financial statements of
whether the holding company has adequate internal the current period and are therefore the key audit
financial controls system in place and the operating matters. We describe these matters in our auditor’s
effectiveness of such controls. report unless law or regulation precludes public
disclosure about the matter or when, in extremely
- Evaluate the appropriateness of accounting policies rare circumstances, we determine that a matter
used and the reasonableness of accounting should not be communicated in our report because
estimates and related disclosures made by the adverse consequences of doing so would
management. reasonably be expected to outweigh the public
- Conclude on the appropriateness of management’s interest benefits of such communication.
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether Other Matters
a material uncertainty exists related to events or a.
We did not audit the financial statements of two
conditions that may cast significant doubt on the foreign Subsidiary Companies, namely Joyce Foam Pty.
Group’s ability to continue as a going concern. If we Limited and Controlled Entity, incorporated in Australia
conclude that a material uncertainty exists, we are and International Foam Technologies SL, Spain and
required to draw attention in our auditor’s report to Subsidiaries, incorporated in Spain, whose financial
the related disclosures in the consoldiated financial statements reflect total assets of ` 681.79 crores as at
statements or, if such disclosures are inadequate, 31 March, 2020, and total revenues of ` 419.91 crores,
to modify our opinion. Our conclusions are based total comprehensive income of ` 31.81 crores and
on the audit evidence obtained up to the date net cash inflow of ` 9.60 crores for the year ended on
of our auditor’s report. However, future events that date, as considered in the consolidated financial
or conditions may cause the Group to cease to statements. These financial statements have been
continue as a going concern. audited by their respective auditors whose reports
have been furnished to us by the management and our
-
Evaluate the overall presentation, structure and
opinion on the consolidated financial statements, in so
content of the conosolidated financial statements,
far it relates to the amounts and disclosures included
including the disclosures, and whether the
in respect of these Subsidiaries, is based solely on the
consolidated financial statements represent the
reports of these auditors.
underlying transactions and events in a manner that
achieves fair presentation.

The financial statements of these foreign
-
Obtain sufficient appropriate audit evidence subsidiaries have been prepared in accordance
regarding the financial information of the entities or with accounting principles generally accepted in
business activities within the Group to express an their respective countries and have been audited
opinion on the consolidated financial statements. by other auditors under generally accepted auditing
We are responsible for the direction, supervision and standards applicable in the respective countries. The
performance of the audit of the financial statements Holding Company’s management has converted the
of such entities included in the consolidated financial financial statements of such subsidiaries located
statements of which we are the independent outside India from accounting principles generally
auditors. For the other entities included in the accepted in their respective countries to accounting
consolidated financial statements, which have principles generally accepted in India. We have

audited these conversion adjustments made by maintained for the purpose of preparation of the
the Holding Company’s management. Our opinion consolidated financial statements.
in so far as it relates to the balances and affairs of
these subsidiaries located outside India is based d.
In our opinion, the aforesaid consolidated financial
on the report of other auditors and the conversion statements comply with the Indian Accounting
adjustments prepared by the management of the Standards (“Ind AS”) notified under Section 133 of
Holding Company and audited by us. the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended from time to time.
b. One foreign subsidiary company, namely SleepX US
e. on the basis of the written representations received
Inc., though has been incorporated in USA, however,
from the directors of the Holding Company and
as no share capital has been subscribed therein,
Subsidiary company incorporated in India audited by
and there are no operations in the said Company
us and taken on record by the Board of Directors, and
so far, therefore no financial statements have been
the report of the statutory auditors of the Subsidiary
prepared for the said Company. Further, as there
company incorporated in India not audited by us,
is no investment of Holding Company in the said
none of the directors of the Holding Company and
subsidiary, except the expenditure incurred for its
its Subsidiary companies incorporated in India is
incorporation, there is no impact of the same on
disqualified as on 31 March, 2020 from being appointed
these consolidated financial statements.
as a director in terms of Section 164 (2) of the Act.
c.
We did not audit the financial results of two f.
With respect to the adequacy of the internal
Subsidiary Companies incorporated in India, namely financial controls with reference to financial
Divya Software Solutions Pvt. Ltd. and Staqo World statements and operating effectiveness of such
Pvt. Ltd., whose financial statements reflect total controls of the Holding Company and Subsidiary
assets of ` 66.90 crores as at 31 March, 2020, and Company incorporated in India audited by us, and
total revenues of ` 0.90 crores, total comprehensive of the Subsidiary company incorporated in India, not
loss of ` 0.80 crores, and net cash outflows of ` audited by us (as reported by their auditors), refer to
0.51 crores for the year ended on that date, as our separate report in Annexure-‘A’; and
considered in the consolidated financial statments. g. In our opinion, the remuneration paid by the Holding
These financial statements have been audited by Company and Subsidiary Company incorporated in
their respective auditors whose reports have been India audited by us, and by the Subsidiary company
furnished to us by the management and our opinion incorporated in India, not audited by us (as reported
on the consolidated financial statements, in so far it by their auditors), to its Directors is in accordance
relates to the amounts and disclosures included in with the provisions of Section 197 of the Companies
respect of these Subsidiaries, is based solely on the Act, 2013; and
reports of these auditors.
h. With respect to the other matters to be included in

Our opinion on the consolidated financial the Auditor’s Report in accordance with Rule 11 of
statements, and our Report on Other Legal and the Companies (Audit and Auditors) Rules, 2014, in
Regulatory Requirements below, is not modified in our opinion and to the best of our information and
respect of the above matters with respect to our according to the explanations given to us:
reliance on the work done and the reports of the i. The Consolidated financial statements disclose
other auditors. the impact of pending litigations on the
Consolidated financial position of the Group
Report on Other Legal and Regulatory – Refer Note 39.1 to the consolidated financial
Requirements statements;
As required by Section 143(3) of the Act, we report, to
ii.
The Holding Company and its Subsidiary
the extent applicable, that:
companies incorporated in India, have not
a. We have sought and obtained all the information and entered into any long-term contracts including
explanations which to the best of our knowledge and derivative contracts.
belief were necessary for the purposes of our audit
iii.
There has been no amount, required to be
of the aforesaid consolidated financial statements.
transferred, to the Investor Education and
b. In our opinion, proper books of account as required Protection Fund by the Holding Company and
by law relating to preparation of the aforesaid its Subsidiary companies incorporated in India.
consolidated financial statements have been kept
so far as appears from our examination of those For S.P. CHOPRA & CO.
books and reports of the other auditors. Chartered Accountants
c. The Consolidated Balance Sheet, the Consolidated Firm Regn. No. 000346N
Statement of Profit and Loss (including Other
Comprehensive Income), the Consolidated (Sanjiv Gupta)
Statement of Changes in Equity and the Consolidated Place: Noida Partner
Statement of Cash Flows dealt with by this Report Date : 26 June, 2020 M. No. 083364
are in agreement with the relevant books of account UDIN: 20083364AAAAAG1120

Annexure-‘A’ to the Independent
Auditors’ Report
(Referred to in paragraph (f) under ‘Report on Other Legal and Regulatory Requirements’ section of the independent
auditors report of even date on the consolidated financial statements of Sheela Foam Limited for the
year ended 31 March, 2020)
Report on the Internal Financial Standards and the Guidance Note require that we comply
Controls under Clause (i) of Sub-section with ethical requirements and plan and perform the audit
3 of Section 143 of the Companies Act, 2013 to obtain reasonable assurance about whether adequate
(“the Act”) internal financial controls over financial reporting was
We have audited the internal financial controls over established and maintained and if such controls operated
financial reporting of Sheela Foam Limited (“the Holding effectively in all material respects.
Company”) and its Subsidiaries incorporated in India (the
Our audit involves performing procedures to obtain audit
Holding Company and its Subsidiaries together referred
evidence about the adequacy of the internal financial
as “the Group”) for the year ended 31 March, 2020, in
controls system over financial reporting and their
conjunction with our audit of the consolidated financial
operating effectiveness. Our audit of internal financial
statements of the Group for the year ended on that date.
controls over financial reporting included obtaining
an understanding of internal financial controls over
Management’s Responsibility for Internal
financial reporting, assessing the risk that a material
Financial Controls
weakness exists, and testing and evaluating the design
The respective Board of Directors of the Holding and operating effectiveness of internal control based
Company and its Subsidiary companies incorporated in on the assessed risk. The procedures selected depend
India are responsible for establishing and maintaining on the auditors’ judgement, including the assessment
internal financial controls based on the internal control of the risks of material misstatement of the financial
over financial reporting criteria established by the statements, whether due to fraud or error.
Company considering the essential components of
internal control stated in the “Guidance Note on Audit of We believe that the audit evidence we have obtained
Internal Financial Controls Over Financial Reporting” (the is sufficient and appropriate to provide a basis for our
“Guidance Note”) issued by the Institute of Chartered audit opinion on the company’s internal financial controls
Accountants of India (“ICAI”). These responsibilities system over financial reporting.
include the design, implementation and maintenance of
adequate internal financial controls that were operating Meaning of Internal Financial Controls
effectively for ensuring the orderly and efficient conduct Over Financial Reporting
of its business, including adherence to company’s A Company’s internal financial control over financial
policies, the safeguarding of its assets, the prevention reporting is a process designed to provide reasonable
and detection of frauds and errors, the accuracy and assurance regarding the reliability of financial reporting
completeness of the accounting records, and the timely and the preparation of financial statements for external
preparation of reliable financial information, as required purposes in accordance with generally accepted
under the Act. accounting principles. A Company’s internal financial
control over financial reporting includes those policies
Auditor’s Responsibility and procedures that (1) pertain to the maintenance of
Our responsibility is to express an opinion on the Group’s records that, in reasonable detail, accurately and fairly
internal financial controls over financial reporting based reflect the transactions and dispositions of the assets
on our audit. We conducted our audit in accordance with of the Company; (2) provide reasonable assurance
the Guidance Note on Audit of Internal Financial Controls that transactions are recorded as necessary to permit
Over Financial Reporting (the ‘Guidance Note’) and the preparation of financial statements in accordance
Standards on Auditing, issued by the Institute of Chartered with generally accepted accounting principles, and
Accountants of India and deemed to be prescribed under that receipts and expenditures of the Company are
section 143(10) of the Act, to the extent applicable to an being made only in accordance with authorisations of
audit of internal financial controls, both applicable to an management and Directors of the Company; and (3)
audit of Internal Financial Controls and, both issued by provide reasonable assurance regarding prevention or
the Institute of Chartered Accountants of India. Those timely detection of unauthorised acquisition, use, or

disposition of the company’s assets that could have a Group considering the essential components of internal
material effect on the financial statements. control stated in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting issued by the
Inherent Limitations of Internal Financial Institute of Chartered Accountants of India.
Controls Over Financial Reporting
Because of the inherent limitations of internal financial Other Matter
controls over financial reporting, including the possibility Our aforesaid report under Section 143(3)(i) of the Act
of collusion or improper management override of on the adequacy and operating effectiveness of the
controls, material misstatements due to error or fraud internal financial controls with reference to the financial
may occur and not be detected. Also, projections of any statements in so far as it relates to two Subsidiary
evaluation of the internal financial controls over financial companies incorporated in India, namely Divya Software
reporting to future periods are subject to the risk that Solutions Pvt. Ltd. and Staqo World Pvt. Ltd, is based
the internal financial control over financial reporting may on the corresponding reports of the auditors of these
become inadequate because of changes in conditions, Companies.
or that the degree of compliance with the policies or
procedures may deteriorate. Our opinion is not modified in respect of the above
matter.
Opinion
In our opinion, to the best of our information and
according to the explanations given to us, the Holding For S.P. CHOPRA & CO.
Company and its Subsidiary companies incorporated Chartered Accountants
in India have, in all material respects, adequate internal Firm Regn. No. 000346N
financial controls with reference to the financial
statements and such internal financial controls with (Sanjiv Gupta)
reference to the financial statements were operating Place: Noida Partner
effectively as at 31 March, 2020, based on the internal Date : 26 June, 2020 M. No. 083364
control over financial reporting criteria established by the

Consolidated Balance Sheet
as at 31 March, 2020
(` In Lakhs)
Particulars Note As at As at
No. 31 March, 2020 31 March, 2019
ASSETS
Non-current assets
Property, Plant and Equipment 3 46,648.14 33,961.18
Capital work in progress 1,797.32 73.94
Right-of-use Assets 4 9,554.11 -
Investment Property 5 5,904.48 6,388.18
Goodwill 3 23,708.21 818.56
Other Intangible Assets 3 1.44 -
Financial Assets
- Investments 6 1,183.32 4,917.69
- Loans 7 258.29 285.69
- Other non-current financial assets 8 212.91 111.47
Non-current tax assets (net) 9 40.83 874.72
Other non-current assets 10 134.21 89,443.26 178.48 47,609.91
Current assets
Inventories 11 22,685.84 18,713.67
Financial Assets
- Investments 12 21,960.09 26,838.11
- Trade receivables 13 21,577.35 15,215.77
- Cash and cash equivalents 14 4,410.71 1,684.13
- Bank balances other than cash and 15 50.93 345.69
cash equivalents
- Loans 16 561.25 18.78
- Other current financial assets 17 554.17 2,573.75
Other current assets 18 3,886.43 75,686.77 3,180.16 68,570.06
TOTAL ASSETS 1,65,130.03 1,16,179.97
EQUITY AND LIABILITIES
Equity
Equity Share Capital 19 2,439.14 2,439.14
Other Equity 20 89,535.12 70,571.16
Equity attributable to shareholders of the Holding 91,974.26 73,010.30
Company
Non-controlling Interest 785.89 92,760.15 - 73,010.30
Liabilities
Financial Liabilities
- Borrowings 21 15,713.15 555.36
- Lease liabilities 39.7 8,238.51 -
- Other non-current financial liabilities 22 7,372.61 6,965.39
Provisions 23 859.38 796.76
Deferred tax liabilities (Net) 24D 1,715.03 33,898.68 650.43 8,967.94
Current liabilities
- Borrowings 25 3,601.77 2,266.38
- Lease liabilities 39.7 1,594.19 -
- Trade payables 26
a) Total outstanding dues of micro enterprises and 330.31 1,087.02
small enterprises
b) Total outstanding dues of creditors other than 15,014.24 13,233.15
micro enterprises and small enterprises
- Other current financial liabilities 27 10,744.56 9,126.26
Provisions 28 1,288.25 1,282.33
Other current liabilities 29 5,897.88 38,471.20 7,206.59 34,201.73
TOTAL EQUITY AND LIABILITIES 1,65,130.03 1,16,179.97
‘Significant Accounting Policies’ and ‘Notes 1 to 39’ form an integral part of the Consolidated Financial Statements.



Consolidated Statement of Profit and loss

(` In Lakhs)
Particulars Note Year ended Year ended
No. 31 March, 2020 31 March, 2019
INCOME:
Revenue From Operations 30 2,17,363.40 2,14,144.94
Other Income 31 3,998.83 2,755.67
Total Income 2,21,362.23 2,16,900.61
EXPENSES:
Cost of materials consumed 32 1,08,809.66 1,17,032.44
Purchases of Stock- in-Trade 33 1,798.33 4,662.53
Other manufacturing expenses 34 7,062.58 5,725.01
Changes in inventories of finished goods, 35 (144.08) (1,167.24)
stock-in-process and stock-in-trade
Employee benefits expense 36 22,035.40 17,731.52
Finance costs 37 1,299.61 962.35
Depreciation and amortisation expense 3 to 5 5,904.43 3,952.72
Other expenses 38 47,760.01 49,058.58
Total Expenses 1,94,525.94 1,97,957.91
Profit before exceptional items & tax 26,836.29 18,942.70
Exceptional items
Insurance claim receivable written off 39.16 1,199.49 -
Profit before tax 25,636.80 18,942.70
Tax expense: 24
Current tax - Current year's 24A 6,676.99 5,233.25
- Earlier year's 0.38 (111.02)
Deferred tax 24D (469.19) 6,208.18 446.43 5,568.66
Profit for the year 19,428.62 13,374.04
Other Comprehensive Income :
a. Items that will not be reclassified to profit
or loss
-R e-measurements losses on defined 39.4 (578.99) (141.64)
benefit plans
- Income tax effects 24B 145.72 49.49
b. Items that will be reclassified to profit or loss
- Exchange differences on translation of 126.51 1.25
foreign operations
Other Comprehensive Loss for the year (306.76) (90.90)
Total Comprehensive Income for the year 19,121.86 13,283.14
Profit for the year attributable to:
Shareholders of the Holding Company 19,342.75 13,374.04
Non-controlling Interest 85.87 -
19,428.62 13,374.04
Other Comprehensive Loss for the year
attributable to:
Shareholders of the Holding Company (306.76) (90.90)
Non-controlling Interest - -
(306.76) (90.90)
Total Comprehensive Income for the year
attributable to:
Shareholders of the Holding Company 19,035.99 13,283.14
Non-controlling Interest 85.87 -
19,121.86 13,283.14
Earnings per share- Basic/Diluted in ` 39.8 39.83 27.41
‘Significant Accounting Policies’ and ‘Notes 1 to 39’ form an integral part of the Consolidated Financial Statements



Consolidated Statement of Changes in Equity
(A) EQUITY SHARE CAPITAL
(` In Lakhs)
2,439.14 - 2,439.14

(` In Lakhs)
2,439.14 - 2,439.14
(B) OTHER EQUITY

Particulars Retained Capital General Foreign Currency Other Non- Total
Earnings Reserve Reserve Translation comprehensive controlling
Reserve income-Other items Interest
Balance as at 31 March, 2019 67,993.05 1,268.19 1,716.27 (167.46) (238.89) - 70,571.16
Less: Adjustment on adoption of Ind (206.81) - - - - - (206.81)
AS 116 (net of tax) (Refer Note 2.1.b)
Balance as at 1 April, 2019 67,786.24 1,268.19 1,716.27 (167.46) (238.89) - 70,364.35
Addition on Investment in Subsidiary - 0.27 - - - 700.02 700.29
(Refer note 39.18.a)
Profit for the year 19,342.75 - - - - 85.87 19,428.62
Other Comprehensive Loss for the year:
- Re-measurements losses on - - - - (433.27) - (433.27)
defined benefit plans (net)
- Exchange gain on translation (net) - 134.51 - 126.51 - - 261.02
Balance as at 31 March, 2020 87,128.99 1,402.97 1,716.27 (40.95) (672.16) 785.89 90,321.01

Particulars Retained Capital General Foreign Currency Other Non- Total
Earnings Reserve Reserve Translation comprehensive controlling
Reserve income-Other items Interest
Balance as at 1 April, 2018 54,619.01 1,266.70 1,716.27 (168.71) (146.74) - 57,286.53
Profit for the year 13,374.04 - - - - - 13,374.04
Other Comprehensive Loss for the year:
- Re-measurements losses on - - - - (92.15) - (92.15)
defined benefit plans (net)
- Exchange gain on translation (net) - 1.49 - 1.25 - - 2.74
Balance as at 31 March, 2019 67,993.05 1,268.19 1,716.27 (167.46) (238.89) - 70,571.16
Refer Note No. 20.1 for nature and purpose of reserves
Significant Accounting Policies’ and ‘Notes 1 to 39’ form an integral part of the Consolidated Financial Statements.



Consolidated Statement of Cash Flows

(` In Lakhs)
31 March, 2020 31 March, 2019
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before tax as per statement of profit and loss 25,636.80 18,942.70
Adjustments for:
Depreciation and amortisation expense 5,904.43 3,952.72
Insurance claim receivable written off 1,199.49 -
Finance costs 1,299.61 962.35
Fair value gain on investments (net) (659.37) (640.06)
Dividend received from mutual funds - (28.29)
Profit on sale of investments (net) (1,516.19) (480.64)
Liabilities/provisions no longer required written (10.73) (16.45)
back
Unrealised foreign exchange (gain)/loss (net) (17.01) 48.44
Interest income (469.99) (1,084.34)
Assets written off 26.65 25.82
(Profit)/Loss on sale of property, plant and (266.97) 46.71
equipment (net)
5,825.29 2,829.87
Operating profit before working capital changes 31,462.09 21,772.57
Adjustment for working capital changes:
(Increase) in Inventories (3,972.17) (1,455.31)
(Increase) in loans and trade receivables (7,212.00) (521.61)
Decrease/(Increase) in other financial and non- 135.71 (130.65)
financial assets
Increase/(Decrease) in trade payables 1,041.39 (357.75)
(Decrease)/Increase in other financial liabilities, (937.45) 274.76
non-financial liabilities and provisions
Cash Used in Working Capital Changes (10,944.52) (2,190.56)
Cash generated from operations 20,517.57 19,582.01
Income Tax paid (4,163.97) (5,794.97)
Net Cash inflow from Operating Activities - A 16,353.60 13,787.04
B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of propery, plant and equipment including (18,344.19) (5,277.60)
capital work in progress
Sale/adjusment/write-off of property, plant and 306.16 71.02
equipment
Recognition of Goodwill due to business (22,889.65) -
combination
Recognition of Intangible assets due to business (1.44) -
combination
Deposits matured/made during the year 193.92 312.27
Investment in bonds, debentures and mutual funds (net) 10,787.96 (20,830.11)
Dividend income - 28.29
Interest income 491.78 1,127.70
Net Cash outflow from Investing Activities - B (29,455.46) (24,568.43)

Consolidated Statement of Cash Flows
(` In Lakhs)
31 March, 2020 31 March, 2019
C. CASH FLOW FROM FINANCING ACTIVITIES
Non controlling interest in a subsidiary company 700.02
due to business combination
Proceeds from Secured long term borrowings 16,316.17 -
Proceeds from Unsecured long term borrowings 737.31 -
Repayment of Secured long term borrowings (232.79) (1,210.65)
Repayment of Unsecured long term borrowings (29.57) (53.61)
Repayment of Secured short term borrowings (1,696.63) (485.28)
Proceeds from Unsecured short term borrowings 3,032.02 11.52
Payment of principal portion of lease liabilities (1,726.90) -
Payment of interest portion of lease liabilities (204.10) -
Finance costs (1,067.09) (962.35)
Net Cash inflow/(outflow) from Financing Activities - C 15,828.44 (2,700.37)
Net increase in cash and cash equivalents (A+B+C) 2,726.58 (13,481.75)
Cash and cash equivalents (Opening Balance) 1,684.13 15,165.88
Cash and cash equivalents (Closing Balance) 4,410.71 1,684.13
Note to Statement of cash flows :

- Components of Cash and cash equivalents as under :
- Balance with Banks - Current Accounts 2,396.74 1,619.11
- Cash on Hand 13.97 15.02
- Deposit with orginal maturity less than 3 months 2,000.00 50.00
4,410.71 1,684.13
- Figures in brackets indicate cash outflow.
- The above Statement of cash flows has been prepared under the indirect method set out in Ind AS 7 - Statement of Cash Flows
Significant Accounting Policies’ and ‘Notes 1 to 39’ form an integral part of the Financial Statements.



Notes to the Consolidated Financial Statements

1. GROUP INFORMATION Accounting Standards (‘Ind AS’) notified

Sheela Foam Limited (‘the Holding Company’) is a under Section 133 of the Companies Act,
ISO 9001:2000 public limited Company incorporated 2013 (the ‘Act’) read with the Companies
in India with its registered office in New Delhi. The (Indian Accounting Standards) Rules, 2015
Holding Company is listed on the National Stock (as amended from time to time) and other
Exchange (NSE) and the Bombay Stock Exchange relevant provisions of the Act
(BSE).
The consolidated financial statements have

The Holding Company, pioneered in the been prepared on accrual and going concern
manufacturing of polyurethane foams, has six basis. All the assets and liabilities have been
Subsidiary companies (three Foreign Subsidiaries classified as current and non-current as per
Joyce Foam Pty. Limited (and its Controlled
the Group’s normal operating cycle and other
Entity Joyce W C NSW Pty Limited) Australia,
criteria as set out in Division II of Schedule III to
International Foam Technologies Spain and SleepX
the Companies Act, 2013.
US Inc. USA and three Indian Subsidiaries ‘Divya
Software Solutions Private Limited’, ‘Sleepwell
b. Ind AS 116 – Leases
Enterprises Private Limited and Staqo World Pvt.
Ltd’). The accompanying Consolidated Financial During the year, Ind AS 116 – Leases (the
Statements relate to Sheela Foam Limited (‘the ‘Standard’), has become effective from 1 April,
Holding Company’) and its six Subsidiary companies 2019, replacing the existing Ind AS 17 - Leases.
(together referred as “the Group”).
As permitted by the transitional provisions of
The consolidated financial statements for the year the Standard, the Group has not restated the
ended 31 March, 2020 were approved by the Board of comparative information, but has recognised
Directors and authorised for issue on 26 June, 2020. the cumulative effect of its initial application
as an adjustment to opening Retained
2. SIGNIFICANT ACCOUNTING POLICIES
Earnings at the date of initial application i.e.
2.1 Statement of Compliance and Basis of Preparation 1 April, 2019 by using modified retrospective
a. Basis of Preparation : method. The following table shows the
The consolidated financial statements have adjusted opening Balance Sheet as at 1 April,
been prepared in accordance with the Indian 2020:
Particulars As at Adjustment on As at
31 March, 2019 adoption of Ind AS 116 1 April, 2019
Lease liabilities – Non-Current - 2,969.26 2,969.26
Lease liabilities - Current - 1,131.75 1,131.75
Right-of-use assets (Gross) (Refer Note 4) - 3,889.63 3,889.63
Retained Earnings 67,993.05 (206.81) 67,786.24
Deferred tax liabilities 650.43 (4.38) 646.05
The lease liabilities were discounted using the certain financial assets and liabilities, measured
incremental borrowing rate as at 1 April, 2019. In at fair value.
the reporting period, the first-time application of
Ind AS 116 meant that rental / lease expenses were d. Functional and presentation currency
replaced by depreciation charges on right-of-use
The consolidated financial statements
assets and interest expenses. Refer to Note 2.13 for are prepared in Indian Rupees (‘`’), which
accounting policy followed by Company in respect is the Holding Company’s functional
of accounting of lease. and presentation currency. All financial
information presented in Indian Rupees
c. Historical Cost Convention has been rounded to the nearest lakhs
The consolidated financial statements have with two decimal places, unless stated
been prepared on a historical cost basis, except, otherwise.

e. Current versus non-current classification These estimates and assumptions are based
The Group presents assets and liabilities in the on the facts and events, that existed as at the
balance sheet based on current / non-current date of Balance Sheet, or that occurred after
classification. that date but provide additional evidence about
conditions existing as at the Balance Sheet date.
An asset is classified as current when it is: -
- expected to be realised, or intended to be sold The estimates and assumptions that have a
or consumed in normal operating cycle; significant risk of causing a material adjustment
to the carrying values of assets and liabilities
- held primarily for the purpose of trading; within the next financial year are given below.
- expected to be realised within 12 months after
the reporting period; or 1. Useful lives of Property Plant and Equipment

The Property, Plant and Equipment are
- cash or cash equivalent unless restricted from
depreciated on a pro-rate basis on written
being exchanged or used to settle a liability for
down value basis, in case of Holding Company
at least 12 months after the reporting date.
(Sheela Foam Limited) and Indian Subsidiaries
All other assets are classified as non-current. and on a straight line basis, in the case of foreign
Subsidiaries, over their respective useful lives.
A liability is classified as current when it is:
Management estimates the useful lives of these
- expected to be settled in the normal operating assets as detailed in Note 2.3 below. Changes
cycle; in the expected level of usage, technological
- held primarily for the purpose of trading; developments, level of wear and tear could
impact the economic useful lives and the
- due to be settled within 12 months after the residual values of these assets, therefore, future
reporting date; or depreciation charges could be revised and could
- there is no unconditional right to defer the have an impact on the profit in future years.
settlement of the liability for at least 12 months
after the reporting date. 2. Taxes

Uncertainties exist with respect to the
All other liabilities are classified as non-current.
interpretation of complex tax regulations,
Deferred tax assets and liabilities: changes in tax laws, and the amount and timing
of future taxable income. Given the wide range
Deferred tax assets and liabilities are classified
of business relationships and the long term
as non-current assets and liabilities.
nature and complexity of existing contractual
Operating Cycle: agreements, differences arising between the
actual results and the assumptions made, or
The operating cycle is the time between
future changes to such assumptions, could
acquisition of assets for processing and their
necessitate future adjustments to tax income
realisation in cash and cash equivalent. The
and expense already recorded. The Group
Company has identified twelve months as its
establishes provisions, based on reasonable
operating cycle.
estimates. The amount of such provisions is
f. Use of estimates and judgments based on various factors, such as experience of
previous tax audits and differing interpretations
The preparation of the consolidated financial
of tax regulations by the taxable entity and the
statements requires management to make
responsible tax authority. Such differences of
judgements, estimates and assumptions that
interpretation may arise on a wide variety of
affect the reported amounts of revenues,
expenses, assets and liabilities, and the issues depending on the conditions prevailing
accompanying disclosure and the disclosure of in the respective domicile of the companies.
contingent liabilities. Uncertainty about these
estimates and assumptions could result in 3. Fair value measurement of financial
outcomes that requires material adjustments instrument
to the carrying amount of the assets and When the fair value of financial assets and
liabilities in future period/s. financial liabilities recorded in the balance sheet


cannot be measured based on quoted prices in 2.2 BASIS OF CONSOLIDATION

active markets, their fair value is measured using The Consolidated Financial Statements have been
valuation techniques including the Discounted prepared on the following basis:-
Cash Flow (DCF) model. The inputs to these
models are taken from observable markets Basis of Accounting:
where possible, but where this is not feasible, a i)
The financial statements of the Subsidiary
degree of judgement is required in establishing Companies are drawn up to the same reporting
fair values. Judgements include considerations date as of the Holding Company i.e. for the
of inputs such as liquidity risk, credit risk and financial year ended 31 March, except in case
volatility. Changes in assumptions about these of Foreign Subsidiary in Spain, which has been
factors could affect the reported fair value of incorporated during the year on 12 June, 2019,
financial instruments. as the financial statements are prepared on
calendar year basis, therefore two audited
4. Impairment of Financial assets financial statements have been provided i.e. for
The impairment provisions of financial assets are the period ended 31 December, 2019 and for
based on assumptions about risk of default and the quarter ended 31 March, 2020, to ensure
expected loss rates. The Group uses judgement that the financial statement are available for the
in making these assumptions and selecting the full reporting period of the Holding Company.
inputs to the impairment calculation, based on The financial statements of foreign Subsidiaries
Group’s past history, existing market conditions have been prepared in accordance with the
as well as forward looking estimates at the end Generally Accepted Accounting Principles of
of each reporting period. their Country of incorporation.
5. Impairment of non-Financial assets ii) The foreign Subsidiary Company in Delaware,

USA namely SleepX US Inc, has been
The Group assesses at each reporting date
incorporated w.e.f. 4 October, 2019, however,
whether there is an indication that an asset
as no share capital has been subscribed
may be impaired. If any indication exists, or
therein, and there are no operations in the
when annual impairment testing for an asset
said Company so far, therefore no financial
is required, the Group estimates the asset’s
statements have been prepared of the said
recoverable amount. An assets recoverable Company. Further, as there is no investment
amount is the higher of an asset’s fair value in the said Company except the expenditure
less cost of disposal and its value in use. It is incurred for incorporation, there is no impact
determined for an individual asset, unless the of the same on the consolidated financial
asset does not generate cash inflows that are statements.
largely independent of those from other assets
or Group of assets. Where the carrying amount iii)
In case of foreign Subsidiaries, being non-
of an asset exceeds its recoverable amount, integral foreign operations, revenue items are
the asset is considered impaired and is written consolidated at the average rates prevailing
down to its recoverable amount. during the year. All assets and liabilities are
converted at the rates prevailing at the end
In assessing value in use, the estimated future of the year. Any exchange difference arising
cash flows are discounted to their present on consolidation is recognised in the Foreign
value using a pre-tax discount rate that Currency Translation Reserve.
reflects current market assessments of the
time value of money and the risks specific to iv)
the asset. In determining fair value less costs been prepared in accordance with Indian
of disposal, recent market transactions are Accounting Standard - 110 on “Consolidated
taken into account. If no such transactions can Financial Statements”.
be identified, an appropriate valuation model
is used. These calculations are corroborated Principles of Consolidation:
by valuation multiples, or other fair value i)
The financial statements of the Holding
indicators. Company and its Subsidiaries have been

combined on a line-by-line basis by adding 2.3 Property, Plant & Equipment

together the book values of like items of Property, Plant & Equipment are accounted for
assets, liabilities, income and expenses after on historical cost basis (inclusive of the cost
fully eliminating the intra-group balances and of installation and other incidental costs till
intra-group transactions and unrealised profits commencement of commercial production)
or losses in accordance with Indian Accounting net of recoverable taxes, less accumulated
Standard - 110 on “Consolidated Financial depreciation and impairment loss, if any. It
Statements”. also includes the initial estimate of the costs
of dismantling and removing the item and
ii)
restoring the site on which it is located.
been prepared using uniform accounting
policies for like transactions and other events
Subsequent costs are added to the existing
in similar circumstances and are presented
asset’s carrying amount or recognised as a
to the extent possible, in the same manner
separate asset, as appropriate, only when
as the Holding Company’s separate financial
it is probable that future economic benefits
statements except as otherwise stated in the
associated with the item will flow to the Group
Significant Accounting Policies.
and the cost of the item can be measured
reliably. All other repairs and maintenance are
iii)
The difference between the costs of
charged to the Statement of Profit and Loss
investments in the Subsidiaries over the net
during the period in which they are incurred.
assets at the time of acquisition of shares in the
Subsidiaries is recognised in the Consolidated
Cost of leasehold land is amortised over the
Financial Statements as Goodwill or Capital
period of lease.
Reserve as the case may be.
Gains or losses arising on retirement or

The Consolidated Financial Statements of
disposal of property, plant and equipment are
the Holding Company includes the results of
following entities: recognised in the Statement of Profit and Loss.
Name of Country of Proportion Proportion Property, plant and equipment which are
Company Incorporation (%) of (%) of not ready for intended use as on the date of
Shareholding Shareholding Balance Sheet are disclosed as “Capital work-in-
as on as on
progress”.
31 March 2020 31 March 2019
Subsidiary
Companies
In the case of the Holding Company (Sheela
Joyce Foam Australia 100% 100% Foam Limited) and Indian Subsidiaries (Divya
Pty. Limited Software Solutions Private Limited and
and Controlled Sleepwell Enterprises Private Limited)
Entity (Joyce
W C NSW Pty Depreciation on property, plant & equipment
Limited) is provided on a pro-rate basis on written down
International Spain 100% NA value basis, over the useful life of the assets
Foam estimated by the management, in the manner
Technologies
prescribed in Schedule II of the Companies Act,
SL, Spain and
2013. The asset’s residual values, useful lives and
Subsidiaries
SleepX US Inc. USA - NA
method of depreciation are reviewed at the end of
Divya Software India 100% 100% each reporting period and necessary adjustments
Solutions are made accordingly, wherever required. The
Private Limited property, plant and equipment costing upto `
Sleepwell India 100% 100% 5,000/- are fully depreciated during the year
Enterprises of addition after retaining 5% as net residual
Private Limited value. The useful lives in the following cases are
Staqo World India 100% NA different from those prescribed in Schedule II of
Pvt. Ltd.
the Companies Act, 2013.


Asset Useful life as Useful life as added to the carrying amount only when it is probable
per Schedule assessed / that it will increase its useful life. All other repairs and
II of the estimated by maintenance are charged to the Statement of Profit
Companies the Company and Loss during the period in which they are incurred.
Act, 2013 (No. of Though the Group measures investment property
(No. of Years) Years) using cost based measurement, the fair value of the
investment property is disclosed in the notes. Fair
Buildings :
value is determined based on an annual evaluation
- Factory 30 29 performed by an accredited external independent
- Office 60 59 valuer applying a recognised and recommended
- Residential 60 59 valuation model.
Plant & Equipment 15 20
Furniture & 10 15 Depreciation on investment property, is provided
Fixtures on a pro-rate basis on written down value basis,
over the useful life of the property estimated by the
Vehicles :
management, in the manner prescribed in Schedule
- Motor Cars 8 10
II of the Companies Act, 2013. The property’s residual
Office Equipment 5 20 values, useful lives and method of depreciation
Date Processing are reviewed at the end of each reporting period
Equipment : and necessary adjustments are made accordingly,
- Computer 3 6 wherever required. The useful lives in the following
Equipment cases are different from those prescribed in Schedule
Electrical Fittings 10 20 II of the Companies Act, 2013.
Asset Useful life as Useful life as
Based on usage pattern and internal assessment, per Schedule assessed /
the management believes that the useful lives as II of the estimated by
given above best represent the period over which Companies the Company
the management expects to use these assets. Act, 2013 (No. of Years)
Hence the useful lives of these assets is different (No. of Years)
from the lives as prescribed in Schedule II of the Buildings :
Companies Act, 2013. - Factory 30 29
- Office 60 59
In the case of foreign Subsidiaries (Joyce Foam Pty.
- Residential 60 59
Ltd. and its Controlled Entities, and International
Foam Technologies SL, Spain and Subsidiaries) Based on usage pattern and internal assessment,
the management believes that the useful lives as
The depreciable amount of all fixed assets including
capitalised lease assets, is depreciated on a straight
the management expects to use these properties.
line basis over the estimated useful lives to the
Hence the useful lives of these properties is different
Company commencing from time the assets is
held ready for use. Leasehold improvements are
depreciated over the shorter of either the unexpired
period of the lease or the estimated useful lives of Investment property is derecognised when either
the improvements. it has been disposed off or when the investment
property is permanently withdrawn from use and
2.4 Investment Property no future economic benefit is expected from its
Property that is held for long- term rental yields or for disposal. Any gain or loss arising on de-recognition
capital appreciation or both, and that is not occupied of the investment property is included in the
by the Group, is classified as investment property. Statement of Profit and Loss.
Investment properties are measured initially at cost,
including transaction costs. Subsequent to initial Transfers are made to / from investment property
recognition, investment property is measured at only when there is a change in its use. Transfers
cost less accumulated depreciation and accumulated between investment property is made at the
impairment losses, if any. Subsequent costs are carrying amount of the property transferred.

2.5 Financial Instruments specified dates to cash flows that are solely
A financial instrument is a contract that gives rise to payments of principal and interest (SPPI) on
a financial asset of one entity and a financial liability the principal amount outstanding.
or equity instrument of another entity.
This category is most relevant to the
Group. After initial measurement, such
(i) Financial Assets
financial asset are subsequently measured
(a) Initial recognition and measurement at amortised cost using the effective
At initial recognition, all financial assets are interest rate (EIR) method. Amortised
recognised at its fair value plus, in the case of a cost is calculated by taking into account
financial asset not carried at fair value through any discount or premium on acquisition
profit or loss, transaction costs that are and fees or costs that are an integral
attributable to the acquisition of the financial part of EIR. EIR is the rate that exactly
asset. Transaction costs of financial assets discounts the estimated future cash
carried at fair value through profit or loss are receipts over the expected life of the
expensed in profit or loss. financial instrument or a shorter period,
where appropriate, to the gross carrying
(b) Classification and subsequent measurement amount of the financial asset. When
For the purpose of subsequent measurement, calculating the effective interest rate, the
financial assets are classified in the following Group estimates the expected cash flows
categories: by considering all the contractual terms
a. Financial assets measured at amortised cost; of the financial instrument but does not
consider the expected credit losses. The
b.
Financial assets measured at fair value EIR amortisation is included in interest
through other comprehensive income income is the statement of profit and
(FVTOCI); and loss. The losses arising from impairment
c.
Financial assets measured at fair value are recognised in the statement of profit
through profit and loss (FVTPL) or loss. This category generally applies
to trade receivables, deposits with
Where financial assets are measured at fair banks, security deposits, cash and cash
value, gains and losses are either recognised equivalents and employee loans, etc.
entirely in the Statement of Profit and Loss (i.e.
fair value through profit and loss), or recognised (2) Financial instruments measured at Fair Value
in other comprehensive income (i.e. fair value Through Other Comprehensive Income
through Other Comprehensive Income). (FVTOCI):
A financial instrument shall be measured at fair
The classification of financial assets depends on the
value through other comprehensive income if
Group’s business model for managing the financial
both of the following conditions are met:
assets and the contractual terms of the cash flows.
Management determines the classification of its -
Business Model Test: The objective of
financial assets at initial recognition. the business model is achieved by both
collecting contractual cash flows and
(1) Financial assets measured at amortised cost: selling financial assets; and
A financial asset is measured at amortised cost -
Cash Flow Characteristics Test: The
if both the following conditions are met: Contractual terms of the asset give rise
on specified dates to cash flows that are
- Business Model Test: The objective of the
solely payments of principal and interest
business model is to hold financial asset in
(SPPI) on principal amount outstanding.
order to collect contractual cash flows (rather
than to sell the asset prior to its financial
Financial instruments included within FVTOCI
maturity to realise its fair value changes); and
category are measured initially as well as
- Cash Flow Characteristics Test: Contractual at each reporting period at fair value. Fair
terms of the financial asset give rise on value movements are recognised in Other


Comprehensive Income (OCI) except for the

Under the simplified approach, the
recognition of interest income, impairment Group does not track changes in credit
gains and losses and foreign exchange gain and risk. Rather, it recognises impairment
losses which are recognised in the Statement loss allowance based on lifetime ECLs at
of Profit and Loss. The Group as at the Balance each reporting date, right from its initial
Sheet date is not having any such instruments. recognition.

The trade receivables are initially
(3) Financial instruments measured at Fair Value
recognised at the sale/recoverable value
Through Profit and Loss (FVTPL)
and are assessed at each Balance Sheet
Fair Value through Profit and Loss is a residual date for collectability. Trade receivables are
category. Any financial instrument, which classified as current assets, if collection
does not meet the criteria for categorisation is expected within twelve months as
as at amortised cost or fair value through at Balance Sheet date, if not, they are
other comprehensive income is classified as classified under non-current assets.
FVTPL. Financial instruments included in FVTPL For recognition of impairment loss on
category are measured initially as well as at other financial assets and risk exposure,
each reporting period at fair value. Fair value the Group determines that whether there
movements i.e. gain or loss and interest income has been a significant increase in the
are recorded in Statement of Profit and Loss. credit risk since initial recognition. If credit
risk has not increased significantly, 12
(c) Impairment of financial assets months (Expected Credit Loss) ECL is used
The Group assesses impairment based on to provide for impairment loss. However,
expected credit losses (ECL) model to the if credit risk has increased significantly,
following: lifetime ECL is used. If in a subsequent
period, credit quality of the instrument
- Financial Assets measured at amortised cost;
improves such that there is no longer a
- Financial Assets measured at FVTOCI. significant increase in credit risk since
initial recognition, then the Group reverts
Expected credit losses are measured through
to recognising impairment loss allowance
a loss allowance at an amount equal to:
based on 12-months ECL.
-
the 12 months expected credit losses
For assessing increase in credit risk and
(expected credit losses that result from
impairment loss, the Group combines
those default events on the financial
financial instruments on the basis of
instrument that are possible within 12
shared credit risk characteristics with the
months after the reporting date); or
objective of facilitating an analysis that is
-
full lifetime expected credit losses designed to enable significant increases in
(expected credit losses that result from credit risk to be identified on timely basis.
all possible defaults events over the life of
the financial instrument). (d) Derecognition of financial assets
The Group follows ‘simplified approach’ A financial asset (or, where applicable, a part
for recognition of impairment loss of a financial asset or part of a group of similar
allowance on: financial assets) is primarily derecognised (i.e.
removed from the Group’s Balance Sheet) when:
- Financial assets that are debt instruments,
and are measured at amortised cost i.e. a. The rights to receive cash flows from the
trade receivables, deposits with banks, asset have been expired/transferred, or
security deposits and employee loans etc.
b.
The Group retains the contractual right
- Financial assets that are debt instruments, to receive the cash flows of the financial
and are measured at FVTOCI, The Group asset, but assumes a contractual
as at the Balance Sheet date is not having obligation to pay the cash flows to one or
any such instruments. more recipients.

Where the Group has transferred an asset, in own credit risk are recognised in Other
it evaluates whether it has substantially Comprehensive Income. These gains/ losses are
transferred all risks and rewards of not subsequently transferred to profit and loss.
ownership of the financial asset. In such However, the Group may transfer the cumulative
cases, the financial asset is derecognised. gain or loss within equity. All other changes in
When the Group has not transferred fair value of such liability are recognised in the
substantially all the risks and rewards of statement of Profit and Loss. The Group has not
ownership of a financial asset, the financial designated any financial liability as at fair value
asset is not derecognised. through profit and loss.
Where the Group has neither transferred

Borrowings & Security Deposits
a financial asset nor retains substantially
all risks and rewards of ownership of Any difference between the proceeds (net of
the financial asset, the financial asset is transaction costs) and the repayment amount is
derecognised if the Group has not retained recognised in profit or loss over the period of the
liability and subsequently measured at amortised
control of the financial asset. When the
cost using the effective interest method. Gains
entity retains control of the financial asset,
and losses are recognised in the profit or loss
the asset is continued to be recognised to
when the liabilities are derecognised as well as
the extent of continuing involvement in
through the EIR amortisation process.
the financial asset.
Amortised cost is calculated by taking into

(ii) Financial Liabilities
account any discount or premium on acquisition
Initial recognition and measurement and fees or costs that are integral part of the
All financial liabilities are recognised initially at EIR. The EIR amortisation is included as finance
fair value and, in the case of borrowings and costs in the statement of profit and loss.
payables, net of directly attributable transaction
costs. The Group’s financial liabilities include Financial Guarantee Contract
trade payables, borrowings, security deposits Financial guarantee contracts issued by the
and other payables. Holding Company are those contracts that
Subsequent measurement require a payment to be made to reimburse the
holder for loss it incurs because the specified

The measurement of financial liabilities
debtor fails to make a payment when due in
depends on their classification, as described
accordance with the terms of a debt instrument.
below:
Financial guarantee contracts are recognised
Financial Liabilities at Fair Value through Profit initially as a liability at fair value, adjusted for
or Loss (FVTPL) transaction costs that are directly attributable to
the issuance of the guarantee. Subsequently, the
Financial liabilities at FVTPL include financial
liability is measured at the higher of the amount
liabilities held for trading and financial liabilities
of loss allowance determined as per impairment
designated upon initial recognition as at fair
requirements of Ind AS 109 and the amount
value through profit or loss.
recognised less cumulative amortisation.
Financial liabilities are classified as held for
trading if they are incurred for the purpose of Trade and other payables
repurchasing in the near term. Trade and other payables are obligations
Gains or losses on liabilities held for trading are incurred by the Group towards purchase of
recognised in the profit or loss. raw material and other goods and availing the
services that have been acquired or availed

Financial liabilities designated upon initial in the ordinary course of business. Trade and
recognition at fair value through profit or loss other payables are classified under current
are designated as such at the initial date of liabilities, if payment is due within 12 months
recognition, and only if the criteria in IND AS 109 as at Balance Sheet date, if not, they are
are satisfied. For liabilities designated as FVTPL, classified under non-current liabilities. They
fair value gains/ losses attributable to changes are recognised initially at their fair value and


subsequently measured at amortised cost previous period/s. If any indication exists, or when
using the effective interest method. annual impairment testing for an asset is required,
the Group determines the recoverable amount and
Derecognition impairment loss is recognised when the carrying
A financial liability is derecognised when the value of an asset exceeds its recoverable amount.
obligation under the liability is discharged or
The recoverable amount is determined:
cancelled or expires. When an existing financial
liability is replaced by another from the same - in the case of an individual asset, at the higher
lender on substantially different terms, or the of the asset’s fair value less cost of sell and
terms of an existing liability are substantially value in use; and
modified, such an exchange or modification - in the case of cash generating unit (a group of
is treated as the de-recognition of the original assets that generates identified, independent
liability and the recognition of a new liability. The cash flows) at the higher of the cash generating
difference in the respective carrying amounts is unit’s fair value less cost to sell and value in use.
recognised in the Statement of Profit and Loss.
In assessing value in use, estimated future cash
(iii) Offsetting of financial instruments: flows are discounted to their present value
using a pre-tax discount rate that effects current
Financial assets and financial liabilities are offset
market assessments of the time value of money
and the net amount is reported in the balance
and the risks specific to that asset. In determining
sheet, if there is a currently enforceable legal right
fair value less costs of disposal, recent market
to offset the recognised amounts and there is an
transactions are taken into account. If no such
intention to settle on a net basis, to realise the
transactions can be identified, an appropriate
assets and settle the liabilities simultaneously.
valuation model is used. These calculations are
2.6 Inventories corroborated by valuation multiples, quoted
share prices for publicly traded companies or
Inventories are valued at the lower of cost and net
other available fair value indicators.
realisable value. In respect of raw material, packing
material and stores & spares, cost is computed on first An impairment loss for an asset is reversed, if
in first out basis, as determined on direct cost basis. and only if, the reversal can be related objectively
Finished goods and stock-in-process include cost of to an event occurring after the impairment loss
inputs, conversion costs and other costs including was recognised, the carrying amount of an asset
manufacturing overheads incurred in bringing them is increased to its revised recoverable amount,
to their present location and condition. Obsolete, provided that this amount does not exceed
defective and unserviceable stocks are provided the carrying amount that would have been
for, wherever required. The net-realisable value is determined (net of any accumulated amortisation
the estimated selling price in the ordinary course of or depreciation) had no impairment loss being
business less the estimated costs of completion and recognised for the asset in prior year/s.
estimated costs necessary to make sale.
2.9 Provisions and Contingent Liabilities
2.7 Cash and Cash Equivalents a) Provisions

Cash and cash equivalents comprise cash on Provisions are recognised when the Group has
hand and demand deposits with banks which are a present obligation (legal or constructive) as
short-term (three months or less from the date a result of a past event, and it is probable that
of acquisition), highly liquid investments that are an outflow of resources embodying economic
readily convertible into cash and which are subject benefits will be required to settle the obligation
to an insignificant risk of changes in value. and a reliable estimate can be made of the amount
of obligation. Provisions are measured at the best
2.8 Impairment of Non-Financial Assets
estimate of the expenditure required to settle the
The Group assesses, at each reporting date, using present obligation, at the balances sheet date.
external and internal sources, whether there is
an indication that a non-financial asset may be If the effect of the time value of money is
impaired and also whether there is an indication material, provisions are discounted to reflect
of reversal of impairment loss recognised in the its present value using a current pre-tax rate

that reflects the current market assessments of 2.11 Government Grants / Subsidy
the time value of money and the risks specific
Government grants are recognised when it is
to the obligation. When discounting is used, reasonably certain that the ultimate collection will be
the increase in the provision due to the passage made. Government grants of capital nature are credited
of time is recognised as a finance cost. to capital reserve. Other government grants of revenue
nature including subsidies are credited to specific
b) Contingent Liabilities expense head in the Statement of Profit and Loss.
A disclosure for a contingent liability is made
when there is a possible obligation arising 2.12 Employee Benefits
from past events, the existence of which will In the case of Holding Company
be confirmed only by the occurrence or non-
a. Short Term Employee Benefits
occurrence of one or more uncertain future
events not wholly within the control of the All Employee benefits payable within twelve
Group or a present obligation arising as a result months of rendering the services are classified
of past event that probably will not require as short term benefits. Such benefits include
an outflow of resources or where a reliable salaries, wages, bonus, awards, ex-gratia,
estimate of the obligation cannot be made. performance incentive/pay etc. and the same
are recognised in the period in which the
2.10 Revenue Recognition employee renders the related services.
a) Revenue from sale of goods is recognised when b. Long Term Benefit

the control of the goods is transferred to the The employees of the Company are entitled to
customer, which is generally on the delivery of long service award (LSA), as retention earned
the goods, the associated costs and the amount leave, after completion of service of five years,
of revenue can be measured reliably and it is which can be en-cashed or accumulated
probable that the economic benefit associated till retirement. The liability towards LSA is
with the transaction will flow to the Group. provided for on accrual basis as estimated by
the management.
It is measured at fair value of the consideration
received or receivable, after deduction of sales c. Post-Employment Benefits
returns, trade discount, volume rebates and i. Defined contribution plan:
goods and service tax collected on behalf of the

The Company’s approved provident fund
government.
scheme, employees’ state insurance fund
b)
Revenue from rendering of services is scheme and employees’ pension scheme are
recognised when the performance of agreed defined contribution plans. The Company has
contractual task has been completed. no obligation, other than the contribution paid/
payable under such schemes. The contribution
c)
Export incentive such as Duty drawback is
paid/payable under the schemes is recognised
recognised on post export basis on the basis of
during the period in which the employee
their entitlement rates.
renders the related service.
d)
Interest income is recognised on time
ii. Defined benefit plan
proportion basis taking into account the amount
outstanding and applicable interest rates. The employees’ gratuity fund scheme and the
employees leave encashment / employees long
e) Insurances claims are recognised to the extent term compensated absences are the Company’s
the Holding Company is reasonably certain of defined benefit plans. The present value of
their ultimate receipt. the obligation under defined benefit plans of
gratuity and leave encashment is determined
f) Dividend income on investments is recognised
based on the actuarial valuation on projected
when the right to receive dividend is established.
unit credit method as at the balance sheet date.
g)
Other income/revenue is recognised to the Re-measurement, comprising of actuarial gains
extent that it is probable that the economic and losses, are recognised immediately in the
benefit will flow to the Group and it can be balance sheet with a corresponding debit or
reliably measured. credit to retained earnings through OCI in the


period in which they occur. Re-measurements to each lease component on the basis of its relative
are not reclassified to Statement of Profit and stand-alone prices.
Loss in subsequent periods. Liability towards
Gratuity is funded through a separate Gratuity The Group recognises a right-of-use asset and a
Trust. The short / excess of the Gratuity liability lease liability at the lease commencement date.
as compared to the net fund held by the Gratuity The right-of-use asset is initially measured at cost,
Trust is accounted for as liability/ assets as at which comprises the initial amount of the lease
the year end. liability adjusted for any lease payments made at
or before the commencement date, plus any initial
In the case of foreign Subsidiary (Joyce Foam Pty.
direct costs incurred and an estimate of costs to
Ltd. and its Controlled Entities, and International
dismantle and remove the underlying asset or to
Foam Technologies SL, Spain and Subsidiaries)
restore the underlying asset or the site on which it is
Provision is made for the liability for employee located, less any lease incentives received.
benefits arising from services rendered by employees
to balance sheet date. Employee benefits that are The right-of-use asset is amortised / depreciated
expected to be settled within one year have been using straight-line / written down value method from
measured at the amounts expected to be paid the commencement date to the end of the lease term.
when the liability is settled, plus related on-costs. If the lessor transfers ownership of the underlying
Employee benefits payable later than one year have asset to the Group by the end of the lease term or if
been measured at the present value of the estimated the Group expects to exercise a purchase option, the
future cash outflows to be made for those of benefits. right-of-use asset will be depreciated over the useful
life of the underlying asset, which is determined on
2.13 Leases the same basis as the Group’s other property, plant
The determination of whether an arrangement is, and equipment. Right-of-use assets are reduced by
or contains, a lease is based on the substance of impairment losses, if any, and adjusted for certain re-
the arrangement at the inception of the lease. The measurements of the lease liability.
arrangement is, or contains, a lease if fulfilment
of the arrangement is dependent on the use of a
The lease liability is initially measured at the
specific asset or assets or the arrangement conveys present value of the total lease payments due
a right to use the asset or assets, for a period of time on the commencement date, discounted using
in exchange for consideration even if that right is not either the interest rate implicit in the lease, if
explicitly specified in an arrangement. readily determinable, or more usually, an estimate
of the Group’s incremental borrowing rate on the
Group as a lessee
inception date for a loan with similar terms to the
The Group has taken certain assets on Operating lease. The incremental borrowing rate is estimated
Lease. Operating Lease is a contract, which conveys by obtaining interest rates from various external
the right to Lessee, to control the use of an identified financing sources.
asset for a period of time, the lease term, in exchange
for consideration. The Group assesses whether a The lease liability is measured at amortised cost using
contract is, or contains, a lease on inception.
the effective interest method. It is remeasured when
there is a change in future lease payments arising
The lease term is either the non-cancellable period
from a change in an index or rate, if there is a change
of the lease and any additional periods when there
in the Group’s estimate of the amount expected to
is an enforceable option to extend the lease and
be payable under a residual value guarantee, if the
it is reasonably certain that the Group will extend
the term, or a lease period in which it is reasonably Company changes its assessment of whether it will
certain that the Group will not exercise a right to exercise a purchase, extension or termination option or
terminate. The lease term is reassessed if there is a if there is a revised in-substance fixed lease payment.
significant change in circumstances. When the lease liability is remeasured in this way, a
corresponding adjustment is made to the carrying
At commencement, or on the modification, of a amount of the right-of-use asset, or is recorded in the
contract that contains a lease component, the statement of profit or loss if the carrying amount of
Group allocates the consideration in the contract the right-of-use asset has been reduced to zero.

In accordance with Ind AS 116, the Group does not is recognised in the Statement of Profit and Loss
recognise right-of-use assets and lease liabilities for in the reporting period in which the exchange rate
leases of low-value assets and short-term leases changes. Any profit or loss arising on cancellation or
i.e. leases with a lease term of 12 months or less renewal of forward contract is recognised as income
and containing no purchase options. Payments or expenditure during the period.
associated with these leases are recognised as an
expense on a straight-line basis over the lease term. 2.15 Employee Stock Option Scheme
The Holding Company follows the intrinsic method
Group as a lessor for computing the compensation cost, for options

Leases in which the Group does not transfer granted under the employee stock option scheme.
substantially all the risks and rewards of ownership The difference if any, between the fair/market value
of an asset are classified as Operating Leases. and the grant price, being the compensation cost is
Rental income from Operating Lease is recognised recognised as Deferred Stock Option Expense and
on a straight-line basis over the term of the relevant is charged to the Statement of Profit and Loss on
lease. Initial direct costs incurred in negotiating straight line basis over the vesting period of option.
and arranging an Operating Lease are added to the
carrying amount of the leased asset and recognised 2.16 Taxation
over the lease term on the same basis as rental Tax expense for the year comprises of Current Tax
income. Contingent rents are recognised as revenue and Deferred Tax.
in the period in which they are earned.
a) Current Tax

Leases are classified as Finance Leases when Current income tax, assets and liabilities are
substantially all of the risks and rewards of measured at the amount expected to be paid
ownership are transferred from the Group to the to or recovered from the taxation authorities
lessee. Amounts due from lessees under Finance in accordance with the tax regime inserted
Leases are recorded as receivables at the Group’s by the Taxation Laws (Amendment) Act, 2019
net investment in the leases. Finance Lease in the Income Tax Act, 1961 and the Income
income is allocated to accounting periods so as to Computation and Disclosure Standards (ICDS)
reflect a constant periodic rate of return on the net enacted in India by using tax rates and the tax
laws that are enacted at the reporting date.
investment outstanding in respect of the lease.
b) Deferred Tax
2.14 Foreign Currency Transactions
Deferred tax is provided using the liability method
Foreign currency transactions are recorded at the
on temporary differences between the tax
exchange rate prevailing on the date of transaction.
bases of assets and liabilities and their carrying
Monetary assets and liabilities in foreign currency
amounts for financial reporting purposes at the
existing at balance sheet date are translated at the
reporting date. Deferred tax assets and liabilities
year end exchange rates. Exchange rate differences
are recognised for all deductible temporary
arising on settlement of transaction and translation of
differences, the carry forward of unused tax credits
monetary items are recognised as income or expenses
and any unused tax losses. Deferred tax assets
in the year in which they arise. The long term foreign
are recognised to the extent that it is probable
currency monetary items are carried at the exchange
that taxable profit will be available against which
rate prevailing on the date of initial transaction.
the deductible temporary differences, and the
Non- monetary items that are measured in terms of carry forward of unused tax credits and unused
historical cost in foreign currency are translated using tax losses can be utilised. The carrying amount of
the exchange rates at the dates of initial transactions. deferred tax assets is reviewed at each reporting
Non-monetary items measured at fair value in a date and reduced to the extent that it is no longer
foreign currency are translated using the exchange probable that sufficient taxable profit will be
rates at the date when the far value is determined. available to allow all or part of the deferred tax
asset to be utilised. Unrecognised deferred tax
Premium or discount on forward exchange contract assets are re-assessed at each reporting date and
is amortised as income or expense over the life of are recognised to the extent that it has become
the contract. Exchange difference on such contract probable that future taxable profits will allow the


deferred tax asset to be recovered. Deferred tax 2.20 Business Combinations

assets and liabilities are measured at the tax rates Business combinations are accounted for using
that are expected to apply in the year when the the acquisition method. The cost of an acquisition
asset is realised or the liability is settled, based on is measured as the aggregate of the consideration
tax rates (and tax laws) that have been enacted or transferred measured at acquisition date fair value
substantively enacted at the reporting date. and the amount of any non-controlling interests in
the acquiree. For each business combination, the
2.17 Dividend Distribution: Group elects whether to measure the noncontrolling
The Holding Company recognises a liability to make interests in the acquiree at fair value or at the
payment of dividend to owners of equity when the proportionate share of the acquiree’s identifiable
distribution is authorised and is no longer at the net assets. Acquisition-related costs are expensed
discretion of the Holding Company and is declared as incurred.
by the shareholders. A corresponding amount is
recognised directly in the Equity. At the acquisition date, the identifiable assets
acquired, and the liabilities assumed are recognised
2.18 Earnings per Share: at their acquisition date fair values. For this purpose,
Basic earnings per share is calculated by dividing the liabilities assumed include contingent liabilities
net profit / loss of the year attributable to equity representing present obligation and they are
shareholders by the weighted average number measured at their acquisition fair values irrespective
of equity shares outstanding during the year. of the fact that outflow of resources embodying
The weighted average number of equity shares economic benefits is not probable.
outstanding during the period is adjusted for events
such as bonus issue, bonus element in a right issue, 2.21 Transactions within Group
share split and reverse share split (consolidation of
Transactions including expenses to be shared
shares) that have changed the number of equity between the companies within the Group are initially
shares outstanding, without a corresponding recorded under operational heads by the respective
change in the resources. Company, and reduced on actual or proportionate
(where those are not directly attributable) basis
For the purpose of calculating diluted earnings per during consolidation.
share, the net profit or loss for the year attributable
to equity shareholders and the weighted average 2.22 Research and development
number of shares outstanding during the year Expenditure during the research phase of a project
are adjusted for the effects of all dilutive potential is recognised as an expense when incurred.
equity shares. Development costs are capitalised only when the
feasibility studies identify that the project will
2.19 Goodwill deliver future economic benefits and these benefits
Goodwill arising on acquisition is recognised as can be measured reliably.
an asset and initially measured at cost, being the
excess of the cost of business combination over Development costs have a finite life and are amortised
Holding Company’s interest in the net fair value of on systematic basis matched to the future economic
identifiable assets acquired. benefits over useful life of the project.

3. PROPERTY, PLANT AND EQUIPMENT (As at 31 March, 2020)
P-164
(` in Lakhs)

As at Additions due Additions Sales/disposal/ As at As at Additions due For Sales/disposal/ As at As at As at
Description 01.04.2019 to Business during the transfers during 31.03.2020 01.04.2019 to Business the year transfers during 31.03.2020 31.03.2020 31.03.2019
Combination year the year Combination the year
during the year during
the year
(i) Tangible Assets
Sheela Foam Limited

Land
- Freehold 1,258.66 2,470.03 - (159.24) 3,887.93 - - - - - 3,887.93 1,258.66
- Leasehold 1,734.60 - 467.48 - 2,202.08 68.96 - 21.48 - 90.44 2,111.64 1,665.64
(refer note 3.2)

Buildings 14,630.92 6,636.95 613.65 (307.37) 22,188.88 2,667.50 943.93 1,022.33 (49.36) 4,683.13 17,505.75 11,963.41
Plant & Equipment
- Freehold 22,459.84 8,685.71 2,257.04 (128.74) 33,531.34 5,951.01 5,212.95 2,603.65 (204.34) 13,971.96 19,559.37 16,508.83
- Leasehold - - 96.37 - 96.37 - - 2.65 - 2.65 93.72 -
Furniture & Fixtures 803.79 36.51 366.66 (1.22) 1,208.18 219.92 11.64 146.74 (0.15) 378.45 829.73 583.87
Vehicles 750.47 - 243.11 14.90 978.68 273.50 - 153.53 10.79 416.24 562.44 476.98
Office equipment 1,341.73 109.89 531.46 19.95 1,963.13 435.73 88.40 254.98 13.39 765.71 1,197.42 906.00
Electrical fittings 876.29 - 395.61 8.30 1,263.60 278.50 - 88.49 3.52 363.47 900.13 597.79
Total 43,856.31 17,939.08 4,971.38 (553.42) 67,320.20 9,895.13 6,256.93 4,293.87 (226.14) 20,672.06 46,648.14 33,961.18
(ii) Capital Work-in- 73.94 95.31 2,233.10 605.03 1,797.32 - - - - - 1,797.32 73.94
progress (refer note 3.3)
(iii) Goodwill 818.56 21,424.90 306.36 (1,158.39) 23,708.21 - - - - - 23,708.21 818.56
(iv) Other Intangible Assets - 265.16 - (18.14) 283.30 - 261.84 2.05 (17.98) 281.86 1.44 -
Total (i+ii+iii+iv) 44,748.81 39,724.45 7,510.84 (1,124.93) 93,109.03 9,895.13 6,518.77 4,295.92 (244.12) 20,953.93 72,155.11 34,853.68
PROPERTY, PLANT AND EQUIPMENT (As at 31 March, 2019)
(` in Lakhs)
As at Additions due Additions Sales/disposal/ As at As at Additions due For Sales/disposal/ As at As at As at
Description 01.04.2018 to Business during transfers 31.03.2019 01.04.2018 to Business the year transfers during 31.03.2019 31.03.2019 31.03.2018
Combination the year during the year Combination the year
during during
Corporate Overview
the year the year

(i) Tangible Assets
Land
- Freehold 988.07 - 270.59 - 1,258.66 - - - - - 1,258.66 988.07
- Leasehold 1,734.60 - - - 1,734.60 50.92 - 18.04 - 68.96 1,665.64 1,683.68
(refer note 3.2)
Buildings 14,455.64 - 1,271.42 1,096.14 14,630.92 1,734.97 - 978.19 45.65 2,667.50 11,963.41 12,720.67
Statutory Reports
Plant & Equipment 19,960.10 - 2,994.82 495.08 22,459.84 4,070.12 - 2,348.68 467.79 5,951.01 16,508.83 15,889.98
Furniture & Fixtures 711.38 - 96.37 3.96 803.79 94.29 - 126.89 1.26 219.92 583.87 617.09
Vehicles 622.24 - 200.19 71.96 750.47 177.87 - 107.61 11.98 273.50 476.98 444.37
Office equipment 1,202.42 - 179.25 39.94 1,341.73 234.16 - 223.76 22.19 435.73 906.00 968.26
Electrical fittings 761.15 - 117.21 2.06 876.29 181.45 - 97.23 0.18 278.50 597.79 579.70
Total 40,435.60 - 5,129.84 1,709.13 43,856.31 6,543.78 - 3,900.40 549.05 9,895.13 33,961.18 33,891.82
(ii) Capital 5,222.58 - 2,589.44 7,738.08 73.94 - - - - - 73.94 5,222.58
Work-in-progress
(refer note 3.3)
(iii) Goodwill 818.23 - - (0.33) 818.56 - - - - - 818.56 818.23

Total (i+ii) 46,476.41 7,719.28 9,446.88 44,748.81 6,543.78 3,900.40 549.05 9,895.13 34,853.68 34,710.05
3.1 Refer ‘Para - 2.3’ of Significant Accounting Policies’ for depreciation on property, plant and equipment.
3.2 The leasehold land has been amortised during the year by ` 21.48 lakhs (Previous Year : ` 18.04 lakhs) as per the accounting policy in terms of the Ind AS-16 on ‘Property, Plant and Equipment’.
3.3 Capital Work-in-progress represents assets under construction/installation at various sites/plants and includes under noted pre-operative expenditures pending allocation on commencement
of commercial production.
Nature of Expense Opening as on Additions during Capitalisation/ Closing as on Opening as on Additions during Capitalisation/ Closing as on
01.04.2019 the year adjustment 31.03.2020 01.04.2018 the year adjustment 31.03.2019
during 2019-20 during 2018-19
Travelling expenses 4.26 9.86 4.34 9.78 5.17 6.65 7.56 4.26
Testing charges 1.79 - 1.79 - 0.90 1.09 0.20 1.79
Electricity & Power - - - - 60.80 - 60.80 -
expenses
Other finance cost - - - - 49.90 - 49.90 -
Security service charges - - - - 14.85 - 14.85 -
Legal & Professional 22.49 - 22.49 - 100.20 22.49 100.20 22.49

charges
Total 28.56 9.86 28.63 9.78 231.82 30.23 233.50 28.56
P-165
4. RIGHT OF USE ASSETS (as at 31 march, 2020)
P-166
(` in Lakhs)
As at Adjustment on Additions Sales/disposal/ As at As at For Sales/disposal/ As at As at As at
01.04.2019 adoption of Ind during adjustments 31.03.2020 01.04.2019 the year adjustments 31.03.2020 31.03.2020 31.03.2019
AS 116 (Refer the year during the year during the year
Note 2.1.b)
Land - 132.67 44.25 - 176.92 - 28.86 - 28.86 148.06 -
Buildings - 3,680.51 7,267.68 208.94 10,739.26 - 45.12 1,451.79 9,287.46 -
1,496.91
Sheela Foam Limited

Plant & - 76.44 72.76 4.48 144.72 - 26.95 0.81 26.13 118.59 -
Equipment
Total - 3,889.63 7,384.69 213.42 11,060.90 - 1,552.72 45.93 1,506.79 9,554.11 -
5. INVESTMENT PROPERTY (as at 31 march, 2020)

(` in Lakhs)
As at Addition / Sales/disposal/ As at As at Transfer For Sales/disposal/ As at As at As at
01.04.2019 Transfer during adjustments 31.03.2020 01.04.2019 during the year adjustments 31.03.2020 31.03.2020 31.03.2019
(i) Tangible Assets
Land -Leasehold 68.47 - - 68.47 2.73 - 0.91 - 3.64 64.83 65.74
(refer note 5.2)
Buildings 1,137.78 4,868.15 - 6,005.93 111.40 - 54.88 - 166.28 5,839.65 1,026.38
CWIP- Building 5,296.06 1,238.43 6,534.49 - - - - - - - 5,296.06
Total 6,502.31 6,106.58 6,534.49 6,074.40 114.13 - 55.79 - 169.93 5,904.48 6,388.18
INVESTMENT PROPERTY (As at 31 March, 2019)

(` in Lakhs)
As at Addition / Sales/disposal/ As at "As at Transfer "For Sales/disposal/ As at As at As at
01.04.2018 Transfer during adjustments 31.03.2019 01.04.2018" during the year" adjustments 31.03.2019 31.03.2019 31.03.2018
(i) Tangible Assets
Land -Leasehold 68.47 - - 68.47 1.82 - 0.91 - 2.73 65.74 66.65
(refer note 5.2)
Buildings 76.36 1,061.42 - 1,137.78 15.11 44.88 51.41 - 111.40 1,026.38 61.25
CWIP- Building - 5,296.06 - 5,296.06 - - - - - 5,296.06 -
Total 144.83 6,357.48 - 6,502.31 16.93 44.88 52.32 - 114.13 6,388.18 127.90
5.1 Refer ‘Para- 2.4’ of Significant Accounting Policies’ for depreciation and measurement of investment property.
5.2 The leasehold land has been amortised during the year by ` 0.91 lakhs (Previous Year : ` 0.91 lakhs) as per the accounting policy in terms of the Ind AS-40 on ‘Investment Property’.
5.3 Particulars As at As at
31.03.2020 31.03.2019
Rental Income derived from investment property 152.71 147.92
Profit arising from investment property before depreciation 152.71 147.92
Less: Depreciation for the year 55.79 52.32
Corporate Overview
Net Profit arising from investment property 96.92 95.60
5.4 The Group has obtained independent valuation for its investment property for ` 7,848 lakhs as at 31 March, 2020 and has reviewed the fair valuation based on best evidence of fair value
determined using replacement cost of an asset of equivalent utility, depreciation and obsolescence. Fair market value is the amount expressed in terms of money that may reasonably be
expected to be exchanged between a willing buyer and a willing seller, with equity or both. The valuation by the valuer assumes that Group shall continue to operate and run the assets to have
economic utility. The fair value is on ‘as is where’ basis.
5.5 There are no contractual obligations to purchase, construct or develop investment property or for repairs, maintenance and enhancements thereof and there are no restriction on remittance of
income and proceeds of disposal.
5.6 The investment properties are leasehold properties and realisability of the same is subject to the terms and conditions under the respective lease agreements.
Statutory Reports

P-167
6. NON CURRENT FINANCIAL INVESTMENTS

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
- IDBI Investment Deposit Account
- 0.35 - 0.35
Scheme, 1986
(b) Carried at fair value through profit and
loss - Quoted
- Ecap Equities Limited - Index Linked
Non-convertible Debentures of 1,000 1,182.97 1,000 1,116.11
` 1,00,000/- each
- Edelweiss Finvest Pvt. Ltd. - Index
Linked Non-convertible Debentures of - - 1,500 1,788.30
` 1,00,000/- each
- Tata Capital Financial Services Ltd -
Non-convertible Debentures of - - 200 2,012.93
` 10,00,000/- each
Total Investments (a) + (b) 1,183.32 4,917.69
Aggregate Market value of Quoted Investments 1,182.97 4,917.34
Aggregate amount of Unquoted investment 0.35 0.35
Nil Nil
investment
7. LOANS
(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Security deposits 244.25 231.63
Total 258.29 285.69
8. OTHER NON-CURRENT FINANCIAL ASSETS

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
- held as margin money 1.34 1.34
- others 210.13 109.30
Interest accrued but not due on deposits with Banks 1.44 0.83
Total 212.91 111.47
9. NON-CURRENT TAX ASSETS (NET)

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Advance income tax (Net of provisions) 40.83 874.72
40.83 874.72


10. OTHER NON-CURRENT ASSETS

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Capital advances 94.94 138.76
Prepaid rent 39.27 39.72
Total 134.21 178.48
11. INVENTORIES
(Valued at lower of Cost and Net Realisable Value, unless stated otherwise, refer note 2.6 for the Accounting
Policy)
(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Raw Materials 9,520.31 8,194.79
- in Transit 2,741.12 12,261.43 1,436.61 9,631.40
Stock-in-process 4,612.86 4,810.13
Finished Goods 3,453.05 1,081.94
Packing Material 572.55 478.44
- in Transit 0.97 573.52 3.85 482.29
Stores and Spares 906.06 870.03
- in Transit 168.58 1,074.64 95.30 965.33
Total 22,685.84 18,713.67
12. CURRENT INVESTMENTS

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
- 9.25% Edelweiss Finvest Pvt. Ltd. 2028- Unsecured - - 1,000 1,000.30
Redeemable Non-convertible Debentures of `
1,00,000/- each
Total (a) - - 1,000 1,000.30
(b) Carried at fair value through profit and loss- Quoted
- Citi Corp Finance (India) Limited- Secured Redeemable Index - - 1,000 1,088.40
Linked Non-convertible Debentures of ` 1,00,000/- each
- Edelweises Finance Pvt Ltd - Index Linked Non- 1,500 1,937.24 1,300 1,410.34
convertible Debentures of ` 1,00,000/- each
- Ecap Equities Limited- Index Linked Non-convertible - - 1,461 1,573.38
- Mahindra & Mahindra Financial Services Ltd- Principal - - 200 2,030.60
Protected Non-convertible Market Linked Debentures
of ` 10,00,000/- each
- Reliance Financial Ltd- Principal Protected Non-convertible - - 1,000 1,063.10
Market Linked Debentures of ` 1,00,000/- each
Tata Capital Financial Services Ltd - Non-convertible 200 2,201.40 - -
Total (b) 4,138.64 7,165.82

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
In Mutual Funds - fully paid up - Quoted
(c) Carried at fair value through profit and loss
- UTI Corporate Bond Fund-Direct Growth 2,51,79,567 2,976.00 - -
- L&T Triple Ace Bond Fund-Direct Growth 65,22,882 3,604.98 - -
- HDFC Liquid Fund-Direct Growth 25,677 1,003.09 - -
- HDFC Corporate Bond Fund-Direct Growth 1,30,80,873 3,019.54 - -
- IDFC Arbitrage Fund-Direct Growth 29,62,635 762.31 - -
- DSP Corporate Bond Fund-Direct Growth 1,70,03,331 2,012.12 - -
- ICICI Prudential Corporate Bond Fund-Direct Growth 1,98,74,764 4,275.08 1,14,91,608 2,260.02
- Aditya Birla Sun Life Income Fund- Direct Growth 1,77,276 168.33 - -
- ICICI Prudential Ultra Short Term Fund- Direct Growth - - 92,89,751 2,867.68
- Aditya Birla Sun Life Saving Fund- Direct Growth - - 12,76,831 4,746.73
- SBI Magnum Ultra Short Duration Fund- Direct Growth - - 1,26,026 5,252.52
- HDFC Ultra Short Term Fund- Direct Growth - - 3,38,44,820 3,545.04
Total (c) 17,821.45 18,671.99
Total Investments (a) + (b) + (c) 21,960.09 26,838.11
Aggregate market value of Quoted Investments 21,960.09 25,837.81
Aggregate amount of Unquoted investment - 1,000.30
Aggregate amount of impairment in value of Nil Nil
investment
13. TRADE RECEIVABLES

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
21,577.35 15,215.77
(Unsecured, considered doubtful) 1,289.20 38.47
Less: Allowance for doubtful receivables (1,289.20) - (38.47) -
Total 21,577.35 15,215.77
13.1 Refer Note 39.13 For information about credit and market risk of trade receivables.
13.2 Trade receivables are usually non-interest bearing and on the trade terms of 60 days.
14. CASH AND CASH EQUIVALENTS

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Balances with Banks - Current Accounts 2,396.74 1,619.11
Cash on hand 13.97 15.02
Deposits with Banks with original maturity of
2,000.00 4,410.71 50.00 1,684.13
less than 3 months
4,410.71 1,684.13
14.1 There are no restriction with regard to cash and cash equivalents at the end of reporting period and prior periods.


15. BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
- held as margin money (refer note 15.1) 25.65 157.19
- having original maturity of more than 3 months
25.28 50.93 188.50 345.69
but less than 12 months
Total 50.93 345.69
15.1 Under lien with banks as security for guarantee facility.
16. LOANS
(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Inter-corporate deposits 500.00 -
Total 561.25 18.78
17. OTHER CURRENT FINANCIAL ASSETS

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Interest accrued but not due on deposits with banks,
8.36 30.75
bonds and debentures
Subsidy receivable - 139.08
Insurance claim receivable (refer note 39.16) 13.74 1,213.24
Discounts receivable 531.54 1,190.67
Derivative financial asset 0.53 -
Other receivables - 0.01
554.17 2,573.75
18. OTHER CURRENT ASSETS

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Advance to contractors/suppliers 1,261.10 1100.04
Balances with Statutory/Government
authorities:
- Excise & Custom 14.61 30.30
- GST 87.51 106.71
- VAT/Sales Tax 492.21 594.33 493.98 630.99
Prepaid expenses 403.19 236.74
GST refund receivable (refer note 18.1) 1,388.23 1,043.78
Lease equalisation asset 53.36 35.81
Income tax refund 18.71 46.99
Employee benefit assets (refer note 39.4) - 22.59
Other loans & advances (refer note 18.2) 167.51 63.22
Total 3,886.43 3,180.16
18.1 Amount of GST paid by the unit of Holding Company located at exempted zone, due for refund under the Government
Budgetry Support Scheme.
18.2 Others loans & advances comprise of advances to staff for expenses and advances to other other parties etc.

19. EQUITY SHARE CAPITAL

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
No. Amount No. Amount
Authorised:
Issued, Subscribed and Fully Paid up:
19.1 Right, Preferences and Restrictions attached to Shares:
The Holding Company has one class of equity shares having a par value of ` 5 per share. Each Shareholder is eligible for one
vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the
ensuing Annual General Meeting, except in the case of interim dividend. In the event of liquidation, the equity Shareholders
are eligible to receive the remaining assets of the group in proportion of their shareholding.
19.2 Reconciliation of the number of shares outstanding:
31 March, 2020 31 March, 2019
Nos. ` in Lakhs Nos. ` in Lakhs
At the beginning of the year 4,87,82,808 2,439.14 4,87,82,808 2,439.14
At the end of the year 4,87,82,808 2,439.14 4,87,82,808 2,439.14
19.3 Details of Shares allotted as fully paid up without payment being received in cash during 5 years immediately preceeding
31 March, 2020 / 31 March, 2019.
19.3.1 During 2016-17, 1,62,60,936 fully paid up equity shares of ` 5/- each, were allotted by way of bonus shares to all the
shareholders in the ratio of 1:2.
19.3.2 During 2011-12 and 2012-13, 2,100 and 63,296 equity shares of ` 10/- each fully paid up respectively (1,96,188 equity
shares of ` 5/- each fully paid up as at 31 March, 2020 after splitting up and issue of Bonus shares) were allotted without
payment being received in cash.
19.4 Details of Shareholders holding more than 5% shares:

31 March, 2020 31 March, 2019
No. of Shares % held No. of Shares % held
Sh. Rahul Gautam 62,09,485 12.73 62,09,485 12.73
Smt. Namita Gautam 57,15,879 11.72 57,15,879 11.72
Sh. Tushaar Gautam 1,80,86,314 37.08 - -
Smt. Sheela Gautam and Sh. Tushaar Gautam - - 1,75,61,880 36.00
Rangoli Resorts Private Limited 65,63,391 13.45 65,63,391 13.45
SBI Mutual Funds 46,81,747 9.60 47,26,138 9.69
19.5 Equity shares held (under Authorised Capital) as per Sheela Foam Employees Stock Option Scheme, 2016 (ESOS 2016)
(Refer Note 39.3)

31 March, 2020 31 March, 2019
No. of Shares No. of Shares
Equity Shares of `5/- each 24,00,000 24,00,000


20. OTHER EQUITY

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Capital Reserve
Addition on Investment in Subsidiary 0.27 -
Add: Foreign Exchange gain on Reserve 134.51 1,402.97 1.49 1,268.19
General Reserve
Foreign Currency Translation reserve
Add: Exchange gain on property, plant and 1,405.04 2.85
equipment and goodwill (net)
1,237.58 (165.86)
Less : Exchange (loss) on others (1,278.53) (40.95) (1.60) (167.46)
Retained Earnings
Less: Adjustment on adoption of Ind AS 116 (206.81) -
(net of tax) (Refer Note 2.1.b)
Add : Profit for the year 19,342.75 87,128.99 13,374.04 67,993.05
Other comprehensive loss
Add: Re-measurements losses on defined benefit (433.27) (672.16) (92.15) (238.89)
plans (net of tax)
Total 89,535.12 70,571.16
20.1 Nature and purpose of reserves
a. Capital Reserve: During amalgamation of the subsidiaries, the excess of net assets taken, over the cost of consideration
paid was treated as capital reserve.
b. General Reserve: The Company had transferred a portion of the net profit of the Company before declaring dividend to
general reserve pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is not
required under the Companies Act, 2013.
b. Foreign Currency Translation Reserve: The reserve created from changes (gain/loss) on translation of the financial
statements of foreign subsidiary in the presentation currency of the Holding Company.
21. BORROWINGS
(` in Lakhs)
Note As at As at
No. 31 March, 2020 31 March, 2019
Non Current Current Non Current Current
(i) Secured
Term loans from:
- Bank 21.1 15,453.90 1,388.06 525.79 231.05
- Others 21.2 - - - 1.74
15,453.90 1,388.06 525.79 232.79
(ii) Unsecured
Loan from financial credit institutions 21.3 259.25 478.06 - -
Loans and advances from related party:
- Directors' relative 21.4 - - 29.57 -
259.25 478.06 29.57 -
Total 15,713.15 1,866.12 555.36 232.79
Less: Amount disclosed under the head “Other - 1,866.12 - 232.79
current financial liabilities” (Refer Note-27)
Net amount 15,713.15 - 555.36 -

21.1 Nature of Security and Terms of Repayment:

i Foreign Subsidiary (Joyce Foam Pty. Ltd.) - ` 494.98 lakhs
a.
` 64.58 lakhs as term loan for purchase of equipments/trucks from Bank of Baroda, Sydney is secured by way of first
charge on all present and future current assets of Joyce Foam Pty. Ltd. and also by way of first charge on plant and
equipments of Joyce Foam Pty Ltd. This loan is additionally secured by way of first charge on land and building of Joyce
WC NSW Pty Ltd. The loan is further secured by Corporate Guarantee of WOS Joyce WC NSW Pty. Ltd. Further, this loan
is additionally secured by the personal guarantee of some directors i.e. Mr. Rahul Gautam & Mr. Tushaar Gautam
This term loan carry rate of interest of 272 bps over 3 months BBSW (i.e. 4.44% floating) with quarterly rests,
charged on monthly basis and the balance is repayable in 13 equal monthly installments of ` 4.63 lakhs each and last
instalment of ` 4.39 lakhs due in May, 2021.
b.
` 323.96 lakhs as term loan from Bank of Baroda, Sydney is secured by way of first charge on all present and future
current assets of Joyce Foam Pty. Ltd. and also by way of first charge on plant and equipments of Joyce Foam Pty
Ltd. This loan is additionally secured by way of first charge on land and building of Joyce WC NSW Pty Ltd. The loan
is additonally secured by Corporate Guarantee of holding company M/s Sheela Foam Ltd. and further secured by
way of corporate guarantee of WOS Joyce WC NSW Pty. Ltd. Further, this loan is additionally secured by the personal
guarantee of some directors i.e. Mr. Rahul Gautam & Mr. Tushaar Gautam.
This term loan carry rate of interest of 272 bps above 3 months BBSW (i.e. 4.44% floating) with quarterly rests,
charged on monthly basis and the balance is repayable in 12 equal quarterly installments of ` 26.62 lakhs each and last
instalment of ` 4.52 lakhs due in June, 2023.
c.
` 106.44 lakhs in respect of Commercial Bill Purchase facility from Bank of Baroda, Sydney is secured by way of first
charge on all present and future current assets of Joyce Foam Pty. Ltd. and also by way of first charge on plant and
equipments of Joyce Foam Pty Ltd. This loan is additionally secured by way of first charge on land and building of Joyce
WC NSW Pty Ltd. The loan is further secured by Corporate Guarantee of holding company M/s. Sheela Foam Ltd.
and additional corporate guarantee of WOS Joyce WC NSW Pty. Ltd. Further, this loan is additionally secured by the
personal guarantee of some directors i.e. Mr. Rahul Gautam & Mr. Tushaar Gautam. This term loan carry rate of interest
of 272 bps over 3 months BBSW (i.e. 4.44% floating) with quarterly rests, charged on monthly basis.
ii Foreign Subsidiary (International Foam Technologies Spain S.L.) - ` 16,346.98 lakhs

` 16,346.98 lakhs in respect of Term Loan from CITI Bank, Spain based on Stand by Letter of Credit from Citi Bank,
India secured by exclusive charge on certain fixed assets of the Holding Company. The term loan carry the arithmetic
sum of the reference Interest rate viz. 3 month EURIBOR communicated by the bank for the period & accepted by the
borrower. The principal amount of Loan will be repaid by the Company in 20 quarterly equated installements as per
predefined schedule and first installement due from October, 2020 and last installement due in October, 2025.
21.2 Term Loans of ` 1.74 lakhs from other parties was secured against specific vehicles, repayable in monthly installments comprising
not more than 48 installments in the case of each loan and was carrying rate of interest ranging from 9.50 % to 10.00 %.
21.3
` 737.31 lakhs obtained from various financials credit institutions. There unsecured loans carries interest rates ranging from
0.70 % to 3.52%.
21.4 Loans and advances from related party was on long term basis, carrying interest rate of 9% p.a.
22. OTHER NON-CURRENT FINANCIAL LIABILITIES

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Deposits from dealers and others 6,738.95 5,959.27
Unearned Interest Income on Deposits 548.97 904.74
Total 7,372.61 6,965.39
23. PROVISIONS
(` in Lakhs)
Note As at As at
No. 31 March, 2020 31 March, 2019
Leave encashment
859.38 796.76


24. INCOME TAXES

(` in Lakhs)
Note As at As at
No. 31 March, 2020 31 March, 2019
A. Tax expense in the statement of profit and loss comprises:
Income tax
- Current income tax charge 39.19 6,676.99 5,233.25
- Earlier year's tax reversal 0.38 (111.02)
Deferred tax
- Relating to origination and reversal of temporary 39.19 (469.19) 446.43
differences
Total tax expense reported in the statement of profit or loss 6,208.18 5,568.66
B. Statement of other comprehensive income (OCI)
Remeasurement losses on defined benefit plans (145.72) (49.49)
Income tax related to items recognised in OCI during the year (145.72) (49.49)
C. Reconciliation of tax liability on book profit vis-à-vis actual
tax liability
Acounting Profit before income tax 26,836.29 18,942.70
Applicable Tax Rate 25.17% 34.94%
Computed Tax Expense 6,754.16 6,619.34
Tax related adjustments
Difference in Tax Rate (1.72) (37.98)
Income not considered for tax purpose (280.21) 415.59
Expenses not considered for tax purpose (233.50) (353.48)
Tax adjusted for earlier years 0.38 111.02
Additional allowances for tax purpose (30.93) (1,185.83)
Income tax expense charged to the statement of profit or loss 6,208.18 5,568.66
Effective tax rate 23.13% 29.40%
D. Deferred Tax Liability comprises:*
As at As at
31 March, 2020 31 March, 2019
Deferred Tax Liability:
- Depreciation 436.75 736.45
- Fair value gain/(loss) on investments 75.70 63.94
- Right of Use assets 65.63 -
- Registered Grants Pending imputation 116.52 -
- Addition on Investment in Subsidiary (Refer note 39.18.a) 1,385.86 -
Deferred Tax Assets:

- Disallowance under Section 43B (9.26) (12.86)
- Provision for employee benefits (234.87) (137.10)
- Lease liabilities (70.97) -
- Other adjustments (50.20) -
- Disallowances u/s 35DD (0.13) -
Net Deferred Tax Liability 1,715.03 650.43
*includes opening adjustment due to Ind AS 116 and addition on investment in Subsidiary.

25. BORROWINGS
(` in Lakhs)
Note As at As at
No. 31 March, 2020 31 March, 2019
(i) Secured
Working Capital Loans from Banks 25.1 477.19 2,089.40
(ii) Unsecured
Loan from various credit institutions 25.2 3,029.57 -
Book overdraft 2.45 -
Loan and advances from a related party: 25.3
- CEO & Director of a Subsidiary 92.56 176.98
Total 3,601.77 2,266.38
25.1 Working Capital Loans from Banks are secured by way of:
Foreign Subsidiary (Joyce Foam Pty. Ltd.) - ` 477.19 lakhs

Loan of ` 477.19 lakhs from Bank of Baroda, Sydney is secured by way of first charge on all present and future current
assets of Joyce Foam Pty. Ltd. and also by way of first charge on plant and equipments of Joyce Foam Pty Ltd. This loan
is additionally secured by way of first charge on land and building of Joyce WC NSW Pty Ltd. The loan is further secured
by Corporate Guarantee of holding company M/s Sheela Foam Ltd. and additional corporate guarantee of WOS Joyce WC
NSW Pty. Ltd. Further, this loan is additionally secured by the personal guarantee of some directors i.e. Mr. Rahul Gautam
& Mr. Tushaar Gautam. This loan carry rate of interest of 425 bps over 6 months BBSW (i.e. 6.37% floating) with quarterly
rests, charged on monthly basis.
25.2 Foreign Subsidiary (International Foam Technologies Spain S.L.) - ` 3,029.57 lakhs
The Company has taken discounting & foreign trade facilities to meet day to day working capital requirement with interest
rate for these facilities ranges from 0.75& to 1.35%.
25.3 Loan and advance from related party is at call and unsecured. The interest charged equates to the lender’s cost of borrowing
plus a margin that does not exceed the cost charged by the Bank.
26. TRADE PAYABLES

(` in Lakhs)
Note As at As at
No. 31 March, 2020 31 March, 2019
Total outstanding dues of micro enterprises and small 39.2 330.31 1,087.02
enterprises
Total outstanding dues of creditors other than micro 15,014.24 13,233.15
enterprises and small enterprises
15,344.55 14,320.17
26.1 The trade payables are unsecured and usually non-interest bearing and are paid within 60-90 days of the recognition.
27. OTHER CURRENT FINANCIAL LIABILITIES

(` in Lakhs)
Note As at As at
No. 31 March, 2020 31 March, 2019
Current maturities of Borrowings 21 1,866.12 232.79
Accrued expenses 5,199.92 4,750.50
Creditors for assets 210.96 419.33
Creditors for expense 2,600.82 3,307.45
Unearned Interest Income 320.83 327.07
Payable to employees 130.71 77.67
Capital Investment subsidy 2.73 2.83
Employee benefit liabilities - Gratuity 39.4 402.95 -
Total 10,744.56 9,126.26
27.1 There are no amounts due for payment to the Investor Education and Protection Fund under section 125 of the Companies
Act, 2013 as on 31 March, 2020 / 31 March, 2019.


28. PROVISIONS
(` in Lakhs)
Note As at As at
No. 31 March, 2020 31 March, 2019
Provision for employee 39.4 757.71 812.33
benefits - Leave encashment
Total 1,288.25 1,282.33
28.1 Warranty Claims:
Provision is recognised for expected warranty claims on mattresses sold and based on past experience of the level of
returns in accordance with the Ind AS - 37 “Provisions, Contingent Liabilities and Contingent Assets”. Assumptions used
for the said provision are based on sales and current information available about returns based on warranty period. The
table below gives information about movement in warranty provision:
(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Opening Balance 769.95 1,100.00
Less : Amount utilised during the year 661.38 604.80
108.57 495.20
Add: Provision made during the year 522.74 274.75
Closing Balance 631.31 769.95
29. OTHER CURRENT LIABILITIES

(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Advance from Customers 4,443.72 5,867.07
Statutory liabilities 1,454.16 1,339.52
Total 5,897.88 7,206.59
30. REVENUE FROM OPERATIONS

(` in Lakhs)
No. 31 March, 2020 31 March, 2019
Sale of products (including excise duty):
- Finished Goods 30.1.a 2,10,942.99 2,08,795.99
- Traded Goods 30.1.b 5,468.79 2,16,411.78 4,270.51 2,13,066.50
Other operating revenue:
- Duty drawback 0.08 0.13
- GST Refund 18.1 731.32 857.30
- Sale of process scrap 220.22 951.62 221.01 1,078.44
Total 2,17,363.40 2,14,144.94

30.1 Detail of sale of products:

(` in Lakhs)
31 March, 2020 31 March, 2019
(a) Finished Goods:
- PU Foam sheets/mattresses/rolls/bolster/pillows etc. 2,10,942.99 2,08,795.99
2,10,942.99 2,08,795.99
(b) Traded Goods:
- PU Foam/Bed Sheets/Comforters/Foam/Spring/Coir mattresses etc. 5,468.79 4,270.51
5,468.79 4,270.51
Total 2,16,411.78 2,13,066.50
31. OTHER INCOME

(` in Lakhs)
No. 31 March, 2020 31 March, 2019
Interest income :
- Bank deposits 59.74 512.81
- Bonds 11.19 230.58
- Income tax refund 37.17 61.25
- Inter corporate deposit 5.78 -
- Others 356.12 470.00 279.70 1,084.34
Rent 31.1 194.16 260.49
Profit/(loss) on sale of property, 266.97 (46.71)
plant & equipment (net)
Insurance claim realised - 0.12
Liabilities/provisions no longer 10.73 16.45
required written back
Fair value gain on Investments (net) 659.37 640.06
Dividend received from mutual funds - 28.29
Profit on sales of investments (net) 1,516.19 480.64
Exchange fluctuation profit/(loss) (net) 369.01 (103.73)
Investment subsidy received 2.84 22.69
Sale of non-process scrap 422.16 357.96
Other miscellaneous income 87.40 15.07
Total 3,998.83 2,755.67
31.1 Includes ` 152.71 lakhs (Previous Year : ` 147.92 lakhs) on Investment property (refer note 5.3).
32. COST OF MATERIALS CONSUMED

(` in Lakhs)
31 March, 2020 31 March, 2019
Raw material
Opening Stock 8,194.79 8,027.75
Addition on Investment in Subsidiary 646.92 -
Purchases (less returns) 1,04,332.88 1,13,666.10
1,13,174.59 1,21,693.85
Less : Sales 2,829.40 2,772.56
Less : Closing Stock 9,520.31 1,00,824.88 8,194.79 1,10,726.50
Packing Material
Opening Stock 478.44 444.59
Purchases (less returns) 8,768.77 6,745.62
9,247.21 7,190.21
Less : Sales 689.88 405.83
Less : Closing Stock 572.55 7,984.78 478.44 6,305.94
Total 1,08,809.66 1,17,032.44


33. PURCHASES OF STOCK-IN-TRADE

(` in Lakhs)
31 March, 2020 31 March, 2019
Traded goods - PU Foam/Bed Sheets/Comforters/Spring/Coir 1,798.33 4,662.53
mattresses etc.
Total 1,798.33 4,662.53
34. OTHER MANUFACTURING EXPENSES

(` in Lakhs)
31 March, 2020 31 March, 2019
Stores consumed 1,073.99 578.83
Power & fuel 1,301.40 1,279.19
Repair and maintenance:
- Buildings 305.89 174.93
- Plant & machinery 1,460.59 1,247.65
Processing & other charges 2,920.71 2,444.41
Total 7,062.58 5,725.01
35. CHANGES IN INVENTORIES OF FINISHED GOODS,

STOCK-IN-PROCESS AND STOCK-IN-TRADE
(` in Lakhs)
31 March, 2020 31 March, 2019
Inventories at the end of the year
Finished goods 3,453.05 1,081.94
Stock-in-process 4,612.86 8,776.25 4,810.13 7,634.65
Inventories at the beginning of the year
Finished goods 1,081.94 1,001.33
Finished Goods on Investment in 997.52 -
Subsidiary(refer note 39.18.a)
Stock-in-trade 1,742.58 0.55
Stock-in-process 4,810.13 8,632.17 5,465.53 6,467.41
Total (144.08) (1,167.24)
36. EMPLOYEE BENEFITS EXPENSE

(` in Lakhs)
31 March, 2020 31 March, 2019
Salaries, wages, bonus, gratuity, leave encashement, allowances etc. 19,502.49 15,757.80
Contribution to provident, ESI and other funds etc. 913.51 600.75
Workmen & staff welfare expenses 1,619.40 1,372.97
Total 22,035.40 17,731.52

37. FINANCE COSTS

(` in Lakhs)
No. 31 March, 2020 31 March, 2019
Interest Expense on :
- Term loans 159.28 185.95
- Working capital loans 26.21 16.50
- Loans from finance credit 28.89 -
institutions
- Loans from others 1.60 3.69
- Income tax 1.37 -
- Security deposits 692.51 554.58
- Others 48.73 1,191.11 61.19 821.91
Bank Charges 108.50 140.44
Total 1,299.61 962.35
38. OTHER EXPENSES

(` in Lakhs)
No. 31 March, 2020 31 March, 2019
Rent 306.37 1,900.92
Insurance 682.09 681.79
Rates & taxes 183.66 207.24
Repair & maintenance others 922.72 824.74
Advertisement expenses 6,940.53 8,850.67
Travelling and conveyance 1,485.30 1,254.77
Legal and professional 1,326.57 1,933.31
Payment to Auditors:
- Audit Fees 83.11 56.57
- Certification work 3.50 2.48
- Reimbursement of expenses 2.91 89.52 1.43 60.48
Contributions towards CSR 39.9 344.00 320.09
Selling & promotional expenses (net) 3,724.31 4,098.42
Sales promotion schemes (net) 13,503.31 9,902.93
Freight & cartage (net) 10,148.21 9,163.45
Incentives & Rebates 5,217.31 7,532.09
Assets written off (net) 26.65 25.82
Miscellaneous expenses 2,524.09 2,258.24
Total 47,760.01 49,058.58


39.
OTHER NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR
ENDED 31 MARCH, 2020
39.1 Contingent Liabilities and Commitments:
(` in Lakhs)
Sr. Particulars As at As at
No. 31 March, 2020 31 March, 2019
A. Contingent Liabilities
i. Claims against the Group not acknowledged as
debts - Disputed liabilities not adjusted as expenses
in the Accounts for various years being in appeals
towards :
(refer ‘Note - a’ below)
- Sales tax 888.54 2,641.26
- Entry tax 57.72 57.72
- GST 2.29 2.69
- Income tax 679.19 679.22
- Excise Duty 236.31 1,864.05 666.20 4,047.09
ii. Guarantees given by the Bankers on behalf of the 24.86 48.13
Company to third parties
iii. Others – for which the Holding Company is 75.00 75.00
contingently liable
B. Commitments
i. Estimated amount of contracts remaining to be 3,582.96 51.02
executed on Capital Account and not provided for
(net of advances)
Total 5,546.87 4,221.24
(a) The Group is contesting these demands and the management including its advisers are of the view that these demands
may not be sustainable at the appellate level. The management believes that the ultimate outcome of these proceedings
will not have any material adverse effect on the Group’s financial position and results of operations. The Group does not
expect any reimbursement in respect of these contingent liabilities and it is not practicable to estimate the timing of cash
outflows, if any, in respect of these matters, pending resolution of the appellant proceedings.
39.2 Disclosure required under Section 22 of Micro, Small and Medium Enterprise Development Act, 2006 (in
respect of the Companies incorporated in India):-
(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
i. Principal amount and interest due thereon remaining unpaid to any - -
supplier covered under MSMED Act.
- Principal 330.31 1,087.02
- Interest - -
ii. Amount of interest paid by the Company in terms of Section 16 of the - -
MSMED Act, 2006, along with the amount of the payment made to the
supplier beyond the appointed day during each accounting year.
iii. The amount of interest due and payable for the period of delay in making - -
payment (which have been paid but beyond the appointed day during the year)
but without adding the interest specified under MSMED Act.
iv. The amount of interest accrued and remaining unpaid - -
v. The amount of further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise for the purpose of disallowance as
a deductible expenditure under Section 23 of MSMED Act, 2006
Total 330.31 1,087.02

The above information regarding dues to Micro, Small and Medium Enterprises has been determined to the
extent such parties have been identified on the basis of information collected with the Holding Company and
its Indian Subsidiaries. Further, the amount payable to these parties is not overdue hence no interest is required
to provide/accrue as at 31.03.2020/31.03.2019.
39.3 Employee Stock Option Scheme

In an earlier year, the shareholders of the Holding Company through special resolution approved issue of
24,00,000 options exercisable into 24,00,000 equity shares under the scheme titled “Sheela Foam Employees
Stock Options Scheme 2016 (“ESOS 2016”)” which provides for granting options to employees of the Holding
Company and its subsidiaries who meet the eligibility criteria under the scheme. The vesting period shall
commence after a period of not less than one year from the date of grant of options under the scheme and the
maximum vesting period may extend up to five years from the date of grant, unless otherwise decided by the
management. As on date, no options have been granted under ESOS 2016.
39.4 Employee Benefits:-

(a) Defined Benefit plans:
Gratuity: : P
ayable on separation as per the Payment of Gratuity Act, 1972 as amended @ 15 days pay,
for each completed year of service to the Holding Company’s eligible employees who render
continuous service of 5 years or more.
Leave Encashment : Employees of the Holding Company are entitled to accumulate their earned/privilege
leave up to a maximum of 120 days which is payable/ encashable as per the policy on their separation.
(b) Long Term Benefit:

Long Service Award : Payable as retention earned leave to eligible employees of the Holding Company, after
completion of service of five years, which can be en-cashed or accumulated till retirement. During the year
amount of ` 723.81 lakhs (Previous Year: ` 22.62 lakhs) has been charged to the Statement of Profit and
Loss towards the said benefit.
(c) Defined Contribution plans:

Holding Company’s employees are covered by Provident Fund and Employees State Insurance
Scheme/Fund, to which the Holding Company makes a defined contribution measured as a fixed
percentage of salary. During the year, amount of ` 667.71 lakhs (Previous Year: ` 600.75 lakhs) has
been charged to the Statement of Profit and Loss towards employer’s contribution to these schemes/
funds as under:
(` in Lakhs)
31 March, 2020 31 March, 2019
Employer’s contribution towards Provident 604.19 506.98
Fund (PF)
Employer’s contribution towards Employees 63.52 93.77
State Insurance (ESI)
(d) Other disclosures, as required under Ind AS–19 in respect of Defined Benefit plans which are determined
based on actuarial valuation, are as under: -
i) Reconciliation of the opening and closing balances of Defined Benefit Obligation (of the Holding
Company):


(` in Lakhs)
Present Value of Defined 1,417.99 1,212.63 392.33 322.54
Benefit Obligation at the
beginning of year
Interest cost 111.03 94.58 30.72 25.15
Benefit Paid (58.55) (74.25) (118.82) (80.58)
Actuarial (Gain) / Loss 223.19 (5.09) 76.90 (1.42)
Financial Assumptions
Actuarial (Gain) / Loss (0.93) - (0.31) -
Demographic Assumptions
Actuarial (Gain) / Loss 56.89 65.79 217.18 82.94
arising from Changes in
Experience Adjustments
Present value of the 1,891.61 1,417.99 647.97 392.33
Defined Benefit Obligation
at the end of year
ii) Net Defined Benefit recognised in the Statement of Profit and Loss.
(` in Lakhs)
Interest cost 111.03 94.58 30.72 25.15
Net Defined Benefit recognised 253.02 218.90 80.69 68.85
in Statement of Profit and Loss
iii) Recognised in Other Comprehensive Income.

(` in Lakhs)
Actuarial (Gain)/Loss on arising from 223.19 (5.09) 76.90 (1.42)
Change in Financial Assumption
Actuarial (Gain)/Loss on arising from (0.93) - (0.31) -
Change in Demographic Assumption
Actuarial (Gain)/Loss on arising from 56.89 65.79 217.18 82.94
Changes in Experience Adjustments
Return on Plan Asset 6.07 (0.58) - -
(Excluding Interest)
Net actuarial Loss 285.22 60.12 293.77 81.52

iv) Reconciliation of the opening and closing balances of fair value of Plan Assets
(` in Lakhs)
Fair value of Plan Assets at the beginning 1,440.58 - - -
of year
Expected return on plan Assets 112.80 - - -
Employer’s Contribution - 1,440.00 - -
Admin Charges (0.09) - - -
Remeasurement of the (Gain) /Loss in (6.07) 0.58 - -
Other Comprehensive Income
Return on Plan Assets excluding interest - - - -
income
Benefits paid (58.55) - - -
Fair value of Plan Assets at the end of year 1,488.67 1,440.58 - -
v) Net Defined Benefit Assets / (Liability) recognised in the Balance Sheet

(` in Lakhs)
Present value of the Defined Benefit (1,891.61) (1,417.99) (647.97) (392.33)
Fair value of Plan Assets at the 1,488.66 1,440.58 - -
end of year
Net Defined Benefit Assets (402.95) 22.59 (647.97) (392.33)
/ (Liability) recognised in the
Balance Sheet
vi) Broad categories of Plan Assets as percentage of total assets

Insurer Managed Funds 100% 100%. N. A. N. A.
vii) Sensitivity Analysis*

a) Impact of the change in the discount rate
(` in Lakhs)
a) Impact due to increase of 1.00% (213.81) (156.08) (73.68) (43.49)
b) Impact due to decrease of 1.00% 253.80 184.58 87.59 51.58
(Previous Year: 1.00%)


b) Impact of the change in the salary increase

(` in Lakhs)
a) Impact due to increase of 1.00% 255.83 188.05 88.29 52.55
b) Impact due to decrease of 1.00% (219.05) (161.35) (75.48) (44.96)
*
Sensitivities due to mortality & withdrawals are not material & hence impact of change not calculated.
*
Sensitivities as to rate of inflation, rate of increase of pension in payment, rate of increase of pensions before retirement & life
expectancy are not applicable being a lump sum benefit on retirement.
viii. Maturity Profile

(` in Lakhs)
Year Gratuity Leave Encashment
0 to 1 year 56.70 47.53
1 to 2 Year 67.10 53.21
2 to 3 Year 56.31 65.48
N. A.
3 to 4 Year 72.37 62.74
4 to 5 Year 141.09 68.57
5 Year onwards 1,498.04 1,120.45
ix. Expected contribution for the next Annual reporting period

(` in Lakhs)
Service Cost 185.05 141.99 84.21 49.97
Net Interest Cost 27.32 111.03 43.93 30.72
Expected Expense for the next annual 212.37 253.02 128.14 80.69
reporting period
x. Actuarial Assumptions:
Principal assumptions used for actuarial valuation are:
Method used Projected unit credit method
Discount rate 6.78% 7.83% 6.78% 7.83%
Salary Escalation 5.00% 5.00% 5.00% 5.00%
Mortality Rate IALM (2012-14) (P. Year IALM (2006-08)
Withdrawal rate up to 30/44 and 3%/2%/1%
above 44 years
Rate of return on plan assets 6.78 P.A. 7.83 P.A. N.A. as there are no plan assets

39.5 Operating Segments

a. Primary Segment
Business Segment : The Group has considered business segment as the primary segment for disclosure. The
Group is primarily engaged in the manufacturing of the products of same type/class and as
such there is no reportable segment as per Indian Accounting Standard (Ind AS-108) dealing
with the segment reporting.
b. Secondary Segment
Geographical Segment : The analysis of the geographical segment is based on the sales made within India and
Outside India by the Group.
Particulars For the Year Ended 31 March, 2020
Within India Outside India Total
Net Sales/Income from Operations 1,75,476.98 41,886.42 2,17,363.40
Total Assets 96,950.77 68,179.26 1,65,130.03
Cost incurred during the period to acquire property, 5744.39 410.53 6,154.92
plant & equipment
Particulars For the Year Ended 31 March, 2019

Within India Outside India Total
Net Sales/Income from Operations 1,81,375.90 32,769.04 2,14,144.94
Total Assets 99,689.25 16,490.72 1,16,179.97
Cost incurred during the period to acquire property, 4,841.02 288.83 5,129.85
plant & equipment
39.6 Related Party Disclosures (Ind AS-24):

A. List of Related Parties and relationships
(a) Entities in which Key Management Personnel (b) Key Management Personnel (KMP) :
or their Relatives have significance influence
- Rangoli Resorts Pvt. Ltd. - Mr. Rahul Gautam (Managing Director) *
- Core Moulding Pvt. Ltd. - Mr. Rakesh Chahar (Whole-time Director)
- Sleepwell Foundation (Trust) - Mrs. Namita Gautam (Whole-time Director) *
- Mr. Tushaar Gautam (Whole-time Director) *
- Mr. Frank Van Gogh (CEO & Director) **
- Mr. Edward John Dodds (Finance Manager) **
- Mr. Alejandro Juan Palao Serrano (Director &
Administrator) **
* Also having significant influence through
major shareholding.
** Of Foreign Subsidiary/Step-down Subsidiary
(c) Relatives of Key management Personnel:

- Late Mrs. Sheela Gautam (Mother of Mr. Rahul Gautam) (demise on 08.06.2019)*
- Mrs. Lisa Chahar (Wife of Mr. Rakesh Chahar)
- Mrs. Rajul Devendra (Sister of Mr. Rahul Gautam)
- Mrs. Leanne Dodds (Wife of Finance Manager)
* Also having significant influence through major shareholding
Note: Related party relationship is as identified by the Group and relied upon by the Auditors.


B. Transactions with related parties:

(` in Lakhs)
Transactions Related Key Management Relatives of Key
Entities Personnel Management
Personnel
(i) Transactions during the year:
a. Purchase of Material / Capital Goods 3.59 - -
(-) (-) (-)
b. Sale of Material/ Capital Goods 0.77 - -
(2.25) (-) (-)
c. Rent received 0.24 - -
(0.24) (-) (-)
d. Interest paid/payable - 0.29 0.67
(-) (7.62) (3.44)
e. Remuneration including Performance (-) 932.24 -
Incentives - (787.77) (-)
f. Reimbursement of expenses - - -
(10.58) (-) (-)
g. Contributions under CSR 331.25 - -
(286.62) (-) (-)
h. Repayment of long-term loan and advances - 54.92 60.11
(-) (-) (-)
Related Key Relatives of Key

Entities Management Management
Personal Personal
(ii) Closing balance as at 31 March, 2020 /
31 March, 2019:
a. Loans and Advances payable - 92.56 -
(-) (176.98) (59.07)
Note: (Figures in bracket are for the year ended 31 March, 2019)
39.7 Leases
a. Company as Lessee
Group has taken various properties on Operating Leases in its normal course of business which contain
extension option after the initial contract period. The amounts recognised on account of leases are as under:
i. Amount recognised in Statement of Profit and Loss.
(` in Lakhs)
Particulars Year ended
31 March, 2020
Interest expense on lease liability 232.52
Amortisation of Right-of-use assets 1,552.72

ii. Amount recognised in Balance Sheet.

(` in Lakhs)
Particulars As at Adjustment on Addition / As at
31 March, 2019 adoption of (Deletion) 31 March, 2020
(Note iii below) Ind AS 116 during the year
(Note iii below)
Lease liabilities – Non-Current - 2,969.26 5,269.25 8,238.51
Lease liabilities - Current - 1,131.75 462.44 1,594.19
Right-of-use assets (Gross) - 3,889.63 7,171.27 11,060.90
(Refer Note 4)
Retained Earnings 67,993.05 (206.81) 19,342.75 87,128.99
Deferred tax liabilities 650.43 (4.38) 1,068.98 1,715.03
iii. The Holding Company has adopted Ind AS 116 – Leases from 1 April, 2019, and as permitted by its transitional
provisions, the cumulative effect of its initial application has been applied as an adjustment to opening Retained
Earnings at the date of initial application i.e. on 1 April, 2019, instead of restating the comparative information.
iv Maturity Profile
(` in Lakhs)
Particulars Amount
Maturity analysis – contractual undiscounted cash flows
Within 1 year 1,943.54
Within 2 years 1,269.11
Within 3 years 1,205.70
Within 6 years and upto 99 years 7,651.83
Total undiscounted lease liabilities 13,543.26
Impact of discounting and other adjustments 3,710.56
Lease liabilities included in the Balance Sheet 9,832.70
b. Company as Lessor
Group has entered into a lease agreement to lease the following properties which have been treated as
“Investment Property”.
Land & Factory Building situated The lease agreement was executed on 1 December, 2016. The said lease is
at Sikkim for a term of 10 years with a clause to enable upward revision of the rental
charge after every 3 years. The total rent recognised as income during the
year is ` 145.99 lakhs (Previous year: ` 144.00 lakhs)
Residential Flat situated at The lease agreement was executed w.e.f. 15 September, 2018. The said
Greater Noida lease is for a term of 11 months with a clause of subsequent renewal by
mutual consent. The total rent recognised as income during the year is
` 6.72 lakhs (Previous year: ` 3.92 lakhs).
39.8 Earnings per Share:

(` in Lakhs)
Particulars Year ended Year ended
31 March, 2020 31 March, 2019
Net Profit as per Statement of Profit and Loss-(` in Lakhs) 19,428.62 13,374.04
Basic/Diluted weighted average number of equity shares
4,87,82,808 4,87,82,808
outstanding during the year
Nominal value of Equity Share (`) 5.00 5.00
Basic/Diluted Earnings per Share (`) 39.83 27.41


39.9 Corporate Social Responsibility:

As per Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) committee has been
formed by the Holding Company. The areas for CSR activities are eradication of hunger and malnutrition,
promoting education, art and culture, healthcare, destitute care and rehabilitation and rural development
projects. The contributions towards CSR was on the activities which are specified in Schedule VII of the
Companies Act, 2013. The detail of the amount spent during the period is as under:
(` in Lakhs)
Amount spent Amount pending Total Amount
during the current for spending as at
year ended 31 March, 2020
31 March, 2020
- Gross Amount lying pending for the earlier -
year as at 01.04.2019
- Gross Amount required to be spent during 338.89
the year
- Amount spent during the year:
a. Construction/acquisition of any asset - -
b. Contribution to Trusts / NGOs / Societies 344.00 - 344.00
39.10 Financial and Derivative Instruments:

a. During the year, there are Derivative contracts amounting to ` 28.51 lakhs entered by the group for Hedging
Currency (Previous year: Nil).
b. Foreign currency exposures that are not hedged by derivative instruments are given below:
(` in Lakhs)
FC INR FC INR
Liabilities
Trade Payables
Euro € (0.51) (43.39) (0.62) (49.65)
Chinese Yuan ¥ (16.04) (182.75) (8.89) (97.76)
Assets
Trade Receivables
Advance to Vendor
Euro € 1.78 143.58 1.15 86.43
Net Asset / (Liability) (in INR) (293.14) (274.83)
Note: Figures in the brackets represents payables.

39.11 Fair Value Measurements

The carrying amounts and fair values of the financial instruments by class are as follows:
(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Financial assets
a) Measured at fair value through profit and loss
Non-current assets
− Investments 1,182.97 4,917.34
Current assets
− Investments 21,960.09 25,837.81
Non-current assets
− Investments 0.35 0.35
− Loans 258.29 285.69
− Other non-current financial assets 212.91 111.47
Current assets
− Investments - 1,000.30
− Trade receivables 21,577.35 15,215.77
− Cash and cash equivalents 4,410.71 1,684.13
− Bank balances other than cash and cash equivalents 50.93 345.69
− Loans 561.25 18.78
− Other current financial assets 554.17 2,573.75
Total 50,769.02 51,991.08
a) Measured at fair value through profit and loss - -
Financial Guarantee Contracts
− Borrowings 15,713.15 555.36
− Lease liabilities 8,238.51 --
− Other non-current financial liabilities 7,372.61 6965.39
Current liabilities
− Borrowings 3,601.77 2,266.38
− Lease liabilities 1,594.19 --
− Trade payables 15,344.55 14,320.17
− Other current financial liabilities 10,744.55 9,126.26
Total 62,609.33 33,233.56


The fair value of the financial assets and liabilities is included at the amount at which the instrument could
be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The
following methods and assumptions were used to estimate the fair values:
1. The Group has disclosed financial instruments such as trade receivables, cash and cash equivalents, other
bank balances, trade payables, other financial assets and liabilities at carrying value because their carrying
amounts are a reasonable approximation of the fair values due to their short-term nature.
2.
Financial instruments with fixed and variable interest rates are evaluated by the Company based on
parameters such as interest rates and individual credit worthiness of the counter party. Based on this
evaluation, allowances are taken to the account for the expected losses of these receivables.
Fair value hierarchy

The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by
valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are
observable, either directly or indirectly
Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based
on observable market data
Disclosures of fair value measurement hierarchy for financial instruments are given below:
(` in Lakhs)
As at As at
31 March, 2020 31 March, 2019
Financial assets L-1 L-2 L-3 L-1 L-2 L-3
a) Measured at fair value though
profit and loss
Non-current assets
- Investments 1,182.97 - - 4,917.34 - -
Current assets
- Investments 21,960.09 - - 25,837.81 - -
Non-current assets
- Investments - - 0.35 - - 0.35
- Loans - - 258.29 - - 285.69
- Other non-current financial - - 212.91 - - 111.47
assets
Current assets
- Investments - - - - - 1000.30
- Trade receivables - - 21,577.35 - - 15,215.77
- Cash and cash equivalents - - 4,410.71 - - 1,684.13
- Bank balances other than - - 50.93 - - 345.69
cash and cash equivalents
- Loans - - 561.25 - - 18.78
- Other current financial assets - - 554.17 - - 2,573.75
Total 23,143.06 - 27,625.96 30,755.15 - 21,235.93


As at As at
31 March, 2020 31 March, 2019
a) Measured at fair value though - - - - - -
profit and loss
- Borrowings - - 15,713.15 - - 555.36
- Lease liabilities - - 8,238.51 - - -
- Other non-current financial - - 7,372.61 - - 6,965.39
liabilities
Current liabilities
- Borrowings - - 3,601.77 - - 2,266.38
- Lease liabilities - - 1,594.19 - - -
- Trade payables - - 15,344.55 - - 14,320.17
- Other current financial liabilities - - 10,744.55 - - 9,126.26
Total - - 62,609.33 - - 33,233.56
39.12 Capital Management

Equity share capital and other equity are considered for the purpose of Group’s capital management.
The Group manages its capital so as to safeguard its ability to continue as a going concern and to optimise
returns to shareholders. The capital structure of the Group is based on management’s judgement of its
strategic and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market
confidence.
The management and the Board of Directors monitors the return on capital as well as the level of dividends
to shareholders. The Group may take appropriate steps in order to maintain, or if necessary adjust, its capital
structure.
39.13 Financial risk management objectives and policies

The Group’s principal financial liabilities, comprise of borrowings, security deposits, trade and other payables.
The main purpose of these financial liabilities is to finance the Group’s operations. The Group’s principal financial
assets include investments, loans, trade and other receivables, cash and cash equivalents and other bank
balances that are derived directly from its operations.
The Group’s financial risk management is an integral part of how to plan and execute its business strategies. The
Company is exposed to market risk, credit risk and liquidity risk.
The Group’s senior management oversees the management of these risks. The senior professionals working
to manage the financial risks and the appropriate financial risk governance framework for the Group are
accountable to the Board of Directors and Audit Committee. This process provides assurance to Group’s
senior management that the Group’s financial risk-taking activities are governed by appropriate policies and
procedures and that financial risk are identified, measured and managed in accordance with Group policies and
Group risk objective.


The management reviews and agrees policies for managing each of these risks which are summarised as below:
(a) Market Risk:
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market prices comprises three types of risk: currency rate risk, interest rate risk and
other price risks, such as equity price risk and commodity price risk. Financial instruments affected by market
risks include borrowings, security deposits, investments and foreign currency receivables and payables. The
sensitivity analyses in the following sections relate to the position as at 31 March, 2020. The analyses exclude
the impact of movements in market variables on; the carrying values of gratuity and other post-retirement
obligations; provisions; and the non-financial assets and liabilities. The sensitivity of the relevant Profit and
Loss item is the effect of the assumed changes in the respective market risks. This is based on the financial
assets and financial liabilities held as of 31 March, 2020.
(i) Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future Group’s cash flows of a financial instrument will
fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes
in foreign exchange rates relates primarily to the Group’s operating activities (when revenue or expense is
denominated in foreign currency). Foreign currency exchange rate exposure is partly balanced by purchasing
of goods from various countries. The Group evaluates exchange rate exposure arising from foreign currency
transactions and follows established risk management policies.
Foreign currency risk sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in USD, EURO, GBP, Chinese
Yuan, AED and AUD exchange rates, with all other variables held constant. The impact on the group profit
before tax is due to changes in the fair value of monetary assets and liabilities. Foreign currency exposures
recognised by the group that have not been hedged by a derivative instrument or otherwise are as under:
(` in Lakhs)
FC INR FC INR
Liabilities
Trade Payables
Euro € (0.51) (43.39) (0.62) (49.65)
Chinese Yuan ¥ (16.04) (182.75) (8.89) (97.76)
Assets
Trade Receivables
Advance to Vendor
Euro € 1.78 143.58 1.15 86.43
Net Asset / (Liability) (in INR) (293.14) (274.83)


31 March, 2020 31 March, 2019
5% Increase (-) 14.66 (-) 13.74
5% Decrease (+) 14.66 (+) 13.74
Note: Figures in bracket represents payables
(ii) Interest Rate Risk

Interest rate is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The group policy is to minimize interest rate cash flow risk exposure on
long term financing. The group is exposed to changes in market interest rates through bank borrowings at
fixed & variable interest rates.
31 March, 2020 31 March, 2019
Fixed Rate borrowing - -
Variable Rate borrowing 17,529.27 758.58
Total borrowings 17,529.27 758.58

31 March, 2020 31 March, 2019
Interest sensitivity
Interest Rate -Increase by 100 basis points (+)175.29 (+)7.59
Interest Rate -decrease by 100 basis points (-)175.29 (-)7.59
(iii) Commodity Price Risk

The Group is affected by the price volatility of certain commodities. Its operating activities require the
ongoing manufacture of bedding articles, home comfort products, furniture cushioning and specialised
foam and therefore require a continuous supply of raw materials i.e. TDI and Polyol being the major
input used in the manufacturing. Due to the significantly increased volatility of the price of the TDI
and Polyol, the Group has entered into various purchase contracts for these material for which there
is an active market. The Group’s management has developed and enacted a risk management strategy
regarding commodity price risk and its mitigation. The Group partly mitigated the risk of price volatility
by entering into the contract for the purchase of these material and further the Group increases prices
of its products as and when appropriate to minimize the impact of increase in raw material prices.
(b) Credit Risk

Credit Risk is the risk that the counter party will not meet its obligation under a financial instrument,
leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade
receivables) and from its financing activities, including deposits with banks, foreign exchange transactions
and other financial instruments.
i) Trade Receivables
Customer credit risk is managed by each business unit subject to the Group’s established policy, procedures
and control relating to customer credit risk management. Credit quality of a customer is assessed based on
an extensive credit rating review and individual credit limits are defined in accordance with this assessment.
The Group regularly monitors its outstanding customer receivables.


An impairment analysis is performed at each reporting date on trade receivables by lifetime expected
credit loss method based on provision matrix. The maximum exposure to credit risk at the reporting
date is the carrying value of each class of financial assets. The Group does not hold collateral as security.
The Group evaluates the concentration of risk with respect to trade receivables as low, as its customers
are located in several jurisdictions and industries and operate in largely independent markets.
ii) Financial instruments and cash & bank deposits

Credit risk from balances with banks and financial institutions is managed by the Group’s finance department
in accordance with the Group’s policy. Investments of surplus funds are made in bank deposits, bonds,
debentures and mutual funds. The limits are set to minimize the concentration of risks and therefore
mitigate financial loss through counter party’s potential failure to make payments.
The Group’s maximum exposure to credit risk for the components of the balance sheet at 31 March, 2020
is the carrying amounts which are given below. Trade Receivables and other financial assets are written off
when there is no reasonable expectation of recovery, such as debtor failing to engage in the repayment plan
with the Group.
As at As at
Particulars
31 March, 2020 31 March, 2019
Non-current assets
- Investments 1,183.32 4,917.69
- Loans 258.29 285.69
- Other non-current financial assets 212.91 111.47
Current assets
- Investments 21,960.09 26,838.11
- Trade receivables 21,577.35 15,215.77
- Cash and cash equivalents 4,410.71 1,684.13
- Bank balances other than cash and cash equivalents
- Loans 50.93 345.69
- Other current financial assets 561.25 18.78
554.17 2,573.75
Total 50,769.02 51,991.08
Balances with banks is subject to low credit risks due to good credit ratings assigned to these banks.
(c) Liquidity risk

Liquidity risk is defined as the risk that the Group will not be able to settle or meet its obligations on time
or at reasonable price. The Group’s objective is to at all times maintain optimum levels of liquidity to meet
its cash and liquidity requirements. The Group closely monitors its liquidity position and deploys a robust
cash management system. It maintains adequate source of financing through the use of short term bank
deposits, short term investments and cash credit facility. Processes and policies related to such risks are
overseen by senior management. Management monitors the Group’s liquidity position through rolling
forecasts on the basis of expected cash flows. The Group assessed the concentration of risk with respect to
its debt and concluded it to be very low.

Maturity profile of financial liabilities

The table below provides the details regarding the remaining contractual maturities of financial liabilities at
the reporting date:

Borrowings 21,181.05 5467.89 15,713.16
Lease Liabilities 9832.70 1594.19 8238.51
Trade payables 15,344.55 15,344.55 -
Other current financial liabilities 8878.43 8878.43 -
Total 62,609.34 31,285.06 31,324.28

Borrowings 3,054.53 2,499.17 555.36
Trade payables 14,320.17 14,320.17 -
Total 33,233.56 25,712.81 7,520.75
39.14 Salient Features of financials of Subsidiaries as per the Companies

(` in Lakhs)
Particulars Subsidiaries
Joyce International Sleep X US Divya Sleepwell Staqo World
Foam Pty. Foam INC Software Enterprises Private
Ltd. And Technologies (Foreign Solutions Private Limited
Controlled SL, Spain and Subsidiary) Private Limited (Indian
Entities subsidiaries (Note – a Limited (Indian Subsidiary)
(Foreign (Foreign below) (Indian Subsidiary) (Note – a
Subsidiary) Subsidiary) Subsidiary) below)
(Note – c (Note – b and (Note – a
below) c below) below)
Reporting period N.A. N.A. N.A.
of the subsidiary Yes N.A. N.A.
concerned, if (Year / Period (refer note
different from the ended 31 2.2.ii)
Holding Company’s December, 2019)
reporting period
Reporting currency AUD
in case of foreign EURO USD N.A N.A. N.A.
subsidiaries
Exchange rate as 46.28 N.A. N.A,
on the last date
of the relevant 83.08 N.A. N.A.
Financial year in (refer note
case of foreign 2.2.ii)
subsidiaries


(` in Lakhs)
Particulars Subsidiaries
Joyce International Sleep X US Divya Sleepwell Staqo World
Foam Pty. Foam INC Software Enterprises Private
Ltd. And Technologies (Foreign Solutions Private Limited
Controlled SL, Spain and Subsidiary) Private Limited (Indian
Entities subsidiaries (Note – a Limited (Indian Subsidiary)
(Foreign (Foreign below) (Indian Subsidiary) (Note – a
Subsidiary) Subsidiary) Subsidiary) below)
(Note – c (Note – b and (Note – a
below) c below) below)
Share Capital 3,047.50 9,972.09 9.46 1.05 1.00
Reserves & Surplus 6,586.71 1,113.62 6,593.83 170.46 24.56
Total Assets 23,998.24 44,181.03 6,628.71 175.23 60.92
Total Liabilities 14,364.03 32,309.43 25.42 3.72 35.35
Investments NIL NIL NIL 168.33 NIL
Turnover /Total 31,612.62 10,378.86 (refer note 30.22 23.69 60.00
Income 2.2.ii)
Profit / (Loss) 2732.12 1564.19 (112.25) 6.71 32.99
before tax
Provision for tax 876.97 364.70 (7.24) 1.84 8.43
Profit / (Loss) after tax 1855.15 1199.49 (105.01) 4.87 24.56
Proposed Dividend - - - - -
% of shareholding 100% 100% 100% 100% 100%
a. The Subsidiary has yet to start its commercial operations.
b. The International Foam Technologies SL, Spain, (the ‘IFTS’) during the year signed with the former owners of
a running company namely Interplasp, SL Spain for the sale of 93.66% of its share capital. Once the closing
actions for transfer of shares were completed, the said contract was released to the public, and IFTS as agreed
in the said act, signed an escrow contract and created a deposit charged to the purchase price amounting to
6,874 thousands euros, which would be released in favor of the sellers after the purchase conditions were
fulfilled, a situation that was pending resolution as on the date of preparation of the consolidated accounts of
IFTS and its subsidiary Interplasp, SL, Spain. In this context, the obtaining of an urban identification document
and the appraisal of part of the land where Interplasp, S.L. carries out its activities is pending, and the said land
has been valued at 3,000 thousand euro in the consolidated accounts of IFTS, despite not having supporting
documentation for quantification of its value, and therefore the value of “Land and buildings” (presently of
3.000 thousand euros) could under go change with correspondence impact on its “Goodwill on consolidation”
(presently 27,553 thousand euros), however, overall there will be no change in the aggregate value of the
same. The said treatment has no impact on the consolidated financial statements of the Group i.e. Sheela
Foam Limited and its Subsidiaries.
c. The Holding Company has also given financial guarantees of ` 18,979 lakhs to the banks towards guarantees
for the loans taken by the foreign Subsidiaries in Spain and Australia.

39.15 Additional information pursuant to Schedule III of Companies Act, 2013
Name of Entity Net Assets Share in Profit

i.e. Total Assets minus Total Liabilities
As % of Amount As % of Amount
consolidated (` in lakhs) consolidated (` in lakhs)
net assets profit
Parent / Holding :
Sheela Foam Limited 91.44 84,103.09 85.03 16,449.57
Subsidiaries:
Indian
Divya Software (0.35) (318.68) (0.54) (105.02)
Solutions Private
Limited
Sleepwell Enterprises 0.19 170.46 0.03 4.87
Private Limited
Staqo World Private 0.03 24.56 0.13 24.56
Limited
Foreign
Joyce Foam Pty. Ltd. 7.48 6,881.21 9.59 1,855.15
and Controlled Entities
International Foam 1.21 1,113.62 5.76 1,113.62
Technologies SL, Spain
and Subsidiaries
Sleep X US INC - - - -
39.16
The Holding Company in the year 2016-17, had lodged an insurance claim towards the fire in its unit at Greater
Noida, and as the management was confident of recovery of the said claim, the loss of ` 1,199.49 lakhs incurred
in the fire was accounted for as “Insurance Claim Receivable”. However, as in-spite of continuous follow up,
there is no concrete evidence / reasonable positive indication of its recovery, the said claim which is lying under
receivable has been written off during the current year and debited to the Statement of Profit and Loss, as
Exceptional Item.
39.17
The SARS-CoV-2 virus responsible for COVlD-19, which has been declared a Global pandemic by the World
Health Organisation, continues to spread across the globe, and has contributed to a significant decrease
in global and local economic activities, and most of the governments including the Indian Government,
had announced the strict lockdowns across their respective countries as one of the strongest measures to
contain the spread of the virus. The Group keeping in view the said situation, has assessed its future cash
flow projections, recoverability of its assets including trade receivables, investments and inventories etc.,
and also held impairment testing of its non-monetary assets including the property, plant and equipment
and goodwill, using the various internal and external information. Based on this evaluation, the Group
expects to recover the carrying amount of these assets and does not anticipate any impairment to these
financial and non-financial assets as at the date of approval of these financial statements. However, the
extent to which the COVID-19 pandemic will impact the Group’s future activities and financial statements
will depend on future developments which are highly uncertain, therefore the impact of COVID-19 on
the consolidated financial statements may differ from that estimated as at the date of approval of these
financial statements.


39.18 Investment in Subsidiaries during the year

a. The Holding Company during the year, through its Wholly Owned Subsidiary Company (WOS) namely,
International Foam Technologies SL, Spain, acquired 93.66% of share capital of a running Company in Spain,
namely, Interplasp, SL, Spain, mainly engaged in manufacturing of Polyurethane Foam, for Euro 40 million,
which has been funded by the Holding Company by Investment of Euro 12 Million in the equity capital of
WOS (` 11,352.93 lakhs as at 31 March, 2020 including impact of ` 1714.07 lakhs on fair valuation of the
loan given to the WOS, and ` 260.46 lakhs incurred on incorporation of WOS) and loan of Euro 8 Million to
WOS (` 4638.17 lakhs as at 31 March, 2020, net of impact of ` 1714.07 lakhs on fair valuation) and for the
balance Euro 20 Million loan has been taken by WOS from Citi Bank, Spain, based on Standby Letter of Credit
/ financial guarantee (of ` 16,998 lakhs as at 31 March, 2020) from Citi Bank, India, secured by exclusive
charge on certain fixed assets of the Company.
b. The Holding Company has incorporated a Wholly Owned Subsidiary Company (WOS) in Delaware, USA during
the year, for the purpose of marketing its products in the market of USA. Though the said WOS has been
incorporated, however, as no share capital has been subscribed or any investment has been made therein,
except incurring of incorporation expenses, there is no impact of the same on these financial results. Further,
the Parent Company during the year has also incorporated a Wholly Owned Subsidiary Company (WOS) in India,
with the investment of ` 0.01 crore, for the purpose to carry on the business of Information technology and
related ancillary services.
39.19
The Government of India on 12 December, 2019 vide the Taxation Laws (Amendment) Act, 2019 inserted a
new section 115BAA in the Income Tax Act, 1961 which provides an option to the Holding Company and Indian
Subsidiaries for paying Income Tax at reduced rates as per the provisions / conditions defined in the said section.
The Holding Company and Indian Subsidiaries have recognised the tax provision in its books as per Section
115BAA during the current year. Further, the deferred tax assets / liabilities have also been re-measured at the
tax rates in accordance with the said tax regime.
39.20 There are no material differences in the accounting policies of the Holding Company and its Subsidiaries.
39.21
The previous year’s figures have been re-grouped/re-classified wherever considered necessary, and as the
accounts for the current year include the accounts of one foreign subsidiary and one Indian Subsidiary, which
have been acquired during the year, therefore, the figures for the previous year are not comparable.



Notes
www.sheelafoam.com
Registered Office:
C-55, Preet Vihar,
New Delhi – 110092, India

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Sheela Foam Limited

(CIN : L74899DL 1971PLC005679)

“RESOLVED THAT pursuant to section 139 and Md Iquebal Ahmad

P-2 Sheela Foam Limited

 Click on “Sign Up” under ‘SHARE HOLDER’ tab and

5. E-voting page will appear. Shareholders/members holding multiple folios/demat

If you have forgotten the password: •  hareholders/ members holding shares in

• In case shareholders/members is having valid email

•  he password should contain minimum 8 characters,

P-4 Sheela Foam Limited

P-6 Sheela Foam Limited

The Board recommends this Resolution for your approval.

By Order of the Board

DETAIL OF DIRECTOR SEEKING RE-APPOINTMENT AT THE ENSUING ANNUAL GENERAL MEETING

Ms. Namita Gautam

Director Indentification Number (DIN) 00190463

P-8 Sheela Foam Limited

To read this report online or to download, please visit us

Sheela Foam Limited has a strong presence

Overview Winning Honours

P-4 Sheela Foam Limited

Annual Report 2019-20 P-5

We are in the 50th year of our operations, during which time we

Sheela Foam’s Limited journey India’s economic

Taking a step ahead,

Won several awards: Information Week ‘Silver Sheela Foam

Received the prestigious Red Hat

Continued to win honours, such as the

The Company expanded production

P-6 Sheela Foam Limited

Two more plants started Went into tie-ups with Serta,

The Company introduced

Ready to spread beyond

Awarded by PU Tech for Footprint in Europe, the

More awards were won by the Company. The

Annual Report 2019-20 P-7

A Healthy Set of Numbers

9% Break-up of Indian operations

36% 11.4% 11.2% 11.0%

91.1 176.1 195.2 216.3 211.0 300.4

P-8 Sheela Foam Limited

PAT Net Worth Earnings Per Share

Annual Report 2019-20 P-9

We believe that in the post-

P-10 Sheela Foam Limited

Annual Report 2019-20 P-11

We intend to develop the domestic sales

P-12 Sheela Foam Limited

Annual Report 2019-20 P-13

The products we offer to consumers

And we proudly present Neem

This is a doubly beneficial treatment

P-14 Sheela Foam Limited

Annual Report 2019-20 P-15

P-16 Sheela Foam Limited

HOME COMFORT PRODUCTS

technical foam products

Annual Report 2019-20 P-17

Board of Directors Bankers

P-18 Sheela Foam Limited

“RESOLVED THAT pursuant to section 139 and Md Iquebal Ahmad

 Click on “Sign Up” under ‘SHARE HOLDER’ tab and

If you have forgotten the password: • hareholders/ members holding shares in

• In case shareholders/members is having valid email

• he password should contain minimum 8 characters,

Disclosure under the Sexual Harassment 9)

Details of Loans, Guarantees and Investments covered D.