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Directors Report of AK Spintex Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their 2lat Annual Report on the business and operations of the Company and (lie Accounts for the Financial Year ended March 31,2015,

FINANCIAL SUMMARY

financial Results 2014-15 2013-14

Turnover 4419.10 3955,93

Operating Profit before interest, depreciation & tax 421.25 381.73

Less; Interest 173.80 164.94

Profit Before Depreciation & Tax 247.45 216.79

Less: Depreciation 215.01 165.83

Profit Before tax 32.43 50.96

Less 'Income Tax (Current) 38.41 10.40

Profit after tax (5.98) 40.56

LESS: MAT Credit Entitlement - 16.71

ADD; [Deferred Tax (Current) 18.18 18.80

Profit after provision for deterred tax 12.20 12.65

Add: Balance brought toward 515.95 473.29 Balance carried to Balance Sheet 528.15 515,95

FINANCIAL HIGHLIGHTS AND OPERATION

The Key highlights pertaining to the business of die company fur the year 201-1-15 and period subsequent there 10 have been given hereunder

- In view of the fabric financial year company turnover has been remarkable increase by 11% but profit was decrease by71%. Due 10 die effect of Depreciation as per Companies Act-2013 otherwise company leas been performed very well in this year and Board of directors are hopeful that they will increase the turn over as well as profit even in this reconfirm and stiff competition in the processing sector. The directors are fully hopeful to achieve better results it future years.

- Company has take the expansion time year by adding an imported machine Comfit Finish Range machine for better finishing Board of Director has taken a very big step by adding 100% cotton laic processing in company for this they added Fully Automatic Yamuna Hydraulic Jigger Machine in this regard.

DIVIDEND

With a view to provide ft cushion for any financial contingencies in the future and to strengthen the tin a no in I position of die Company, your Directors have decided not to recommend any dividend for die period under review.

POLLUTION CONTROL.

Your directors have pleasure 10 report that they going to install Once stages R.O. System of 1500 KLD which is way important for pollution control measures. And at pertain in water crisis problem it is very helpful and necessary for us. Our new ETP and to be installed R.O. System is a complete solution of water pollution.

DISCLOSURE OF PARTICULARS

Information under Section 217(2 A) of the Companies Act, 1956 read widi the Companies Particulars of Employees) Rules, 1975 and Information as per Companies (Disclosure unparticular in the Report of Board of Directors) Rules, 10KH relation to conservation of energy, technology absorption, foreign exchange earnings nutria into are given in Annexure forming part of this report.

LISTING OF SHARES

The Shares of the Company are Used in it following Stock Exchanges: - Jaipur Stock Exchange Ltd., Jaipur. Delhi Stock exchange Association Ltd, New Delhi. Listing fee has already been paid or both the Stock exchange for the year 2014-2015 in time.

DIRECTORS

In accordance with the Companies Act, 2013 Shri Sonrabh Chhabra, director of the company will retire at the forthcoming Annual General Meeting but being eligible offers themselves for reappointment.

PUBLIC DEPOSIT

The Company has not accepted any fixed deposit from the public within (be meaning of Section 73 &76 of the Companies Act, 2013.

APPOINTMENT OF SHARE TRANSFER AGENT

Company has been appointed SEBI Refit stored Bcctal Financial &. Computer Services (P) Ltd. New Delhi, as Transfer agent for transfer of shares

DEMAT OF SHARES

Company has been made fin arrangement with NSDL and CDSL to convert physical shares into Demat form So member can convert his/her Shares in to demat form.

RESERVES

Your Directors propose to entry Rs 12.20 Lac /- being the profit tot the current year to the Balance Sheet during the financial year ended March 31,2915,

CAPITAL STRUCTURE

- There is no change in the authorised and paid up share capital of the company during the year.

The Authorise Shore Capital of the Company is Rs 10, 00. ()O0. 00/- (Rupees Ten crore only) divided into 1 Crore) equity shares of Rs. 10/- each.

The Paid up share capital of the Company is Rs. 5, 03,17,500 only) divided into 50, 31,750) equity shares of Rs 10/- each.

INDUSTRY SCENARIO AND STATE OF COMPANY AFFAIRS

Your company is Public Limited companies engaged, inter-alia, in the area of Man made Fabric headquartered at Bhilwara(Raj), Indian and not have any subsidiary company.

CHANGE IN THE NATURE OF BUSINESS

There is no change in die nature of die business of die Company during the year.

MATERIAL CHANGES AND CIMMITMENTS AFFECTING THE FINANCIAL POSITION OF THK COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DIRECTORE REPORT

No material changes and commitment affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPUTING THE GOING CONCERN STATES AND COMPANY'S OPERATION IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1, Executive Directors and KIMPs

(i) At the Annual General Meeting (AGM) of the Company held on September 30'n 20 H, the Members had re-appointed Mr. Tilok Chand Chhabra (DIN 00167401) Director

(ii) Mr. Sourabh Chhabra (DIM: 00488493) director is liable to retire by notation And being eligible oiler herself for re-appointment as director of the Company.

2. Independent Directors:

(i) Mr. Sandeep hinder (DIN: 06885495), Mr. Praveen Kumar Korhari (DIN: 06885503) and Smt. Divya Ramesh chand chhabra (DIN. 06885490} were appointed as the Independent Directors under The Companies Act 2013 for a term of 5 years with effect from 30th May 2014.

(ii) All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

3. Other Key Managerial Persons:

The Board of Directors has appointed Mr. Dinesh Porwai as a CFO and Mr. Ashish Kumar Bagrecha as a CS (ACS 34182) as required under section 203 of the Companies Act, 2013 on the recommendation of the Nomination & Remuneration Committee and designated them as the Key Managerial Personnel.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met 7 times during the year on 30th May, 2014, 5th August, 2014, 25th September, 2014, 12th November, 2007 I5th December, 2014, 13th February 2015. and 21st Mirth, 2015.in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company tor the purpose The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Board independence;

Our definition of independence' of Directors is derived from Clause 40 of the listing Agreement with Stock exchanges and Section 149(6) of me Companies Act, 2013. Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013

(i) Mr. Sandeep hinger (DIN 06885495)

{«) Mr. Paveen kumar Kothari (DIN: 06885503)

(in) Smt. Divya Rameshchand chhabra (DIN: 06885490)

Annual Evaluation by the Board:

The evaluation framework for assessing the performance of Directors comprises of the following key areas;

i. Attendance of Board Meetings find Board Committee Meetings.

ii Quality of contribution to Board deliberations.

iii. Strategic perspectives or inputs regarding future growth of Company and its performance.

iv. Providing perspectives and feedback going beyond inform an on provided by the management.

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-E valuation by the Board Member and subsequently assessment by me Board of Directors. Member of the Board not participated in the discussion of his/her evaluation.

DIRECTORS RFSPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134{5) of line Companies Act, 2&13, it is hereby continued:

Accounting Standards;-

While preparing the annual accounts of the company for the year ended 31st March 2015 the applicable accounting standards had been followed along with proper explanations relating to material departures, if any.

Accounting Policies:-

The director fee selected such accounting policies and applied them consistently and reasonable and prudent judgment and estimates were mudc so as lo give a true and fair view of the stilt of affairs of die company at the end of the financial year and of the profit of the company for that period.

Preparation of accounts on a going concern rate;-

The Annual accounts have been prepared on a going concern basis.

Internal Financial Control:-

The directors had laid down internal financial controls to be followed by the company and scarf internal financial control is adequate and operating well

Compliance:-

The directors had devised proper system to ensure compliance with the provision of all applicable Jaws and that such system is adequate and operating effectively.

COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board has the following i (Three) Committees as follows:

(1) Audit Committee

(2) Nomination and Remuneration Committee

(3) Stakeholders' Relationship Committee

PARTICULARS OK CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

Your Company has entered into transactions with the related parties, which are in its ordinary course of business and are carried out un an arm's length bam and hence the provisions of Section 188 are not applicable.

OR

The particulars of every contract or arrangements entered into by the Company with related parties referred in sub-section (1) of section 188 of the Companies Act. 2013 including certain arm's length transactions under third proviso thereto shall be disclosed in Form No. AOC-2. As Annexure Ml (hermit enclosed).

DISCLOSURE OF REMUNERATION OF F,MPU.V KKS COVEKKU UNDER RULE 512) OF TIIE COMPANIES (APPOLNTMENT AND REMUM:KAT10M OV MANAGERIAL PERSONNEL RULES, 2014:

- None of the employee of your company, who was employed throughout the financial year, was in receipt of remuneration in adjusted of sixty lakh rupees or more or if employed for the part of the financial year was in receipt of remuneration or five lakh rupees or more per month.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

At the end of the financial year under review none of the company have become or ceased to be subsidiaries, joint ventures or associate companies, and the Company has no subsidiary

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES

The Company has no subsidiary

AUDITORS

The Company in its 20th Annual General Meeting (ACM) held on 30th September, 2014 appointed M/s O.P.DAD & Co. (firm Registration No 002330C), Chartered Accountants, as Statutory Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for reappointment. 'n accordance with the Companies Act $313, it is proposed to reappoint them from the conclusion of this Annual General Meeting till the conclusion of the Twenty third Annual General Meeting, subject to the approval of shareholders; however, their terms of appointment and remuneration shall be ratified by the members of the Company in the ensuing AGM.

AUDITORS' REPORT

There is no qualification, reservation at adverse remarks or disclaimer made by the and inters in their report.

APPOIMMLNT OF COST AUDITOR

As per the direction given by the Internal Government, the Company has based on an application made. received the Government's approval for re-appointment of M/s V.K. Goyal & Co. a firm of Cost Accountants as the Cost Auditor of the Company for the year ending 31st March, 2016.

EXTRACT OF ANNUAL RETURN:

The details forming part or the extract of the Annual Return in form MGT-9 for the year ended 3 t* March, 2015 is annexed here with as "Annexure I",

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 1956, read with miles framed Inure wider, every - company including in holding or subsidiary and a foreign company, which fulfills die editorial specified in sub-section (I) of section 135 of the Act shall comply with the provisions of Section 135 of the Ad and its rules.

Since die Company is nor fading under any criteria specified in subsection (!) of section 135 of the Act, your Company is not required to constitute a Corporate Social Responsibility ("CSR) Committee.

VIGIL MECHANISM

The Company has a vigil mechanism named vied mechanism/whistle blower Policy to deal with instance of frand and mismanagement, if any. The details of the Vigil Mechanism Policy are explained in the Corporate Governance Report as Annexure IV.

RISK MANAGEMENT POLICY

Risk Management is the identification, assessment and taking pro-active measures to face the impact of various risks. Risks may arise from uncertainty in financial market, project failures, legal liabilities, credit risk, accidents, natural causes and disasters etc. The Company has adopted appropriate procedure and policies to safeguard the company against business and other risk to mitigate its impact of die extent possible. The Risk management plans & policies are periodically monitored, reviewed and evaluated and updated from time to time.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013

The particulars of Loans, guarantees or investments made under Section 186 are furnished hereunder:

Details of Loans:

SL Date of Details Amount Purpose for No making of which the loan Borrowe loan is to r be utilized by the recipient

Nil Nil Nil Nil Nil

SL Time Date Date of Rate of Scrutinity No period of BR SR (if Interest for reqd) which It IS given

Nil Nil Nil Nil Nil -

Detail* of Investments:-

SL Date of Details of Amount No investm Invests* ent

Nil Nil Nil Nil

SL Purpose for which the Date of BR Date of expect No proceeds from SR (if ed rate investment is proposed reqd) of to be utilized by the return recipient

Nil Nil Nil Nil Nil

Details of Guarantee/ Security Provided:

SL Date of Details Amount No providing of security/ guardian recipient.

Nil Nil Nil Nil

SL Purpose for Date of Date of Commission No which the BR SR (if security/ guarantee any) e is proposed to be utilized by the recipient

Nil Nil Nil Nil Nil

INTERNAL CONTROL SYSTEMS

The Company's internal control systems sire adequate and commensurate with die nature find size of the Company and it ensures:

- Timely mid accurate financial reporting in avoidance with applicable accounting standards

- Optimum utilization, efficient monitoring, timely maintenance and safety of its assets,

- Compliance with applicable laws, regulations and management policies.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Comply is pleased to report that during the year under reporting die industrial relations were cordial.

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

Information in accordance with the provisions of Section 134 read with the Companies (Accounts) Rules, 2014 regarding conservation energy, and Technology absorption does not apply to your Company.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. further Company ensures that there is a healthy find safe atmosphere for every women employee at the workplace and made the necessary policies or safe and secure environment for women employee.

INDUSTRIAL RELATION

Industrial relation remained cordial and peaceful during the year. Your Directors wish to plate 011 record the appreciation for the devoted services rendered by the workers, staff and executive of the companies at all levels which have very much contributed to the efficient management of the Company's affairs and assistance

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreements with the stock exchanges. Corporate Governance Report and Auditor's Certificate regarding compliance of conditions of Corporate Governance are made a part of the annual Report.

ACKNOWLEDGEMENT

Thy Directors would like to express their grateful appreciation for the assistance and co-operation received from us turners, vendors, stakeholders, Central and State government Authorities and other business associates and bankers of die Company. Your Directors take this opportunity to thank all the employees for rendering high quality service to every constituent of the Company's customers. The employees have worked tin principles of honesty, integrity, fair play and this has helped to ensure a sustained excellence in performance Kindly Directors would like to convey their gratitude to the members and look forward to their continued support.

FOR AND ON BEHALF OF THE BOARD

PLACE: RHILWARA [P. C. CHHABRA] [T.C.Chhabra] A.K. BAGRECHA

DATED: 30,05.2015 Din No-01 556331 Din No-00167401 COMPANY SECRETARY

MANAGING DIRECTOR DIRECTOR


Mar 31, 2014

The Directors of the Company have pleasure in presenting their 20thANNUAL REPORT along with audited statement of accounts for the year ended 31st March, 2014.

Rs. in Lacs] Financial Results 2013-2014 2012-2013

Turnover 3955.93 3352.07

Operating Profit before interest, depreciation & Tax 381.73 287.23

Less: Interest 164.94 105.40

Profit Before Depreciation & Tax 216.79 181.83

Less : Depreciation 165.83 155.50

Profit Before Tax 50.96 26.33

Less: Income Tax (Current) 10.40 05.02

Profit after Tax 40.56 21.31

LESS: MAT Credit Entitlement 16.70 46.98 ADD: Deferred Tax (Current) 18.80 31.29

Profit after provision for deferred Tax 42.66 05.62

Add: Balance brought Forward 473.29 467.67

Balance carried to Balance Sheet 515.95 473.29

OPERATIONS

In view of the result for the financial year company turn has been remarkable increase by 18% and profit by 659%. So company has been performed very well in this year and Board of directors are hopeful that they will increase the turn over as well as profit even in this recession and stiff competition in the processing sector. The directors are fully hopeful to achieve better results in future years.

Company has taken the expansion in this year by adding a Imported machine Nipco type colander machine for better finishing. Board of Director has taken a very big step by adding 100% cotton fabric processing in company for this they added chainless Mercerize machine and four Fully Automatic Hydraulic Jigger Machine in this regard.

DIVIDEND

In view of marginal profits and expansion, the Board of Directors does not recommend payment of dividend for the year under review.

POLLUTION CONTROL

Your directors have pleasure to report that they going to install three stages R.O. System of 1500 KLD which is very important for pollution control measures. And at present in water crisis problem it is very helpful and necessary for us. Our new ETP and to be installed R.O. System is a complete solution of water pollution.

DISCLOSURE OF PARTICULARS

Information under Section 217(2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules, 1975 and Information as per Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure forming part of this report.

LISTING OF SHARES

The Shares of the Company are listed in the following Stock Exchanges:-

Jaipur Stock Exchange Ltd., Jaipur.

Delhi Stock Exchange Association Ltd, New Delhi.

Listing fee has already been paid to both the Stock Exchange for the year 2014-2015 in time.

DIRECTORS

Shri Manoj Kothari director of the company has resigned from their directorship from 30.03.2014.

In accordance with the Companies Act, 2013 Shri Tilok Chand Chhabra, director of the company will retire at the forthcoming Annual General Meeting but being eligible offers themselves for reappointment.

In accordance with the Sec 149 of the Companies Act, 2013 Shri Sandeep Hinger, Shri Praveen Kumar Kothari and Smt. Divya Rameshchnadra Kacchara being appointed as Independent Director of the company from 31.05.2014

FIXED DEPOSIT

The Company has not accepted any fixed deposit from the public within the meaning of Section 76 of the Companies Act, 2013.

APPOINTMENT OF SHARE TRANSFER AGENT

Company has been appointed SEBI Registered Beetal Financial & Computer Services (P) Ltd. New Delhi, as Transfer agent for transfer of shares.

DEMAT OF SHARES

Company has been made an arrangement with NSDL to convert physical shares into Demat form. So member can convert his/her Shares in to demat form.

APPOINTMENT OF COST AUDITOR

As per the direction given by the Central Government, the Company has based on an application made, received the Government's approval for re-appointment of M/s V.K. Goyal & Co. a firm of Cost Accountants as the Cost Auditor of the Company for the year ending 31st March, 2015.

SUBSIDIARY COMPANY

The Company has no Subsidiary Company.

DIRECTOR RESPONSIBILITY STATEMENT

Director's responsibility statement pursuant to section 134 (3) and chapter (IX) of the Companies Act, 2013

Accounting Standards:-

While preparing the annual accounts of the company for the year ended 31st March 2014 the applicable accounting standards had been followed along with proper explanations relating to material departures, if any.

Accounting Policies:-

The directors have selected such accounting policies and applied them consistently and reasonable and prudent judgment and estimates were made so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

Directors' Responsibility:-

The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

Preparation of accounts on a going concern basis:-

The Annual accounts have been prepared on a going concern basis.

AUDITORS

M/s. O. P. DAD & CO., CHARTERED ACCOUNTANTS Statutory Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for reappointment. In accordance with the Companies Act 2013, it is proposed to reappoint them from the conclusion of this Annual General Meeting till the conclusion of the Twenty third Annual General Meeting, subject to the approval of shareholders

COMMENT U/S 141 REGARDING AUDITORS QUALIFICATION

The company is consistently following its accounting policy with regard to gratuity; leave encashment and other retirement benefits of employees. However, the company is taking steps to ascertain the above liabilities and the same would be provided in the subsequent year. Other observations in the Auditor's report are dealt within the notes to the accounts at appropriate place and are self-explanatory.

INDUSTRIAL RELATION

Industrial relation remained cordial and peaceful during the year. Your Directors wish to place on record the appreciation for the devoted services rendered by the workers, staff and executives of the Company at all levels which have very much contributed to the efficient management of the Company's affairs and assistance.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreements with the stock exchanges, Corporate Governance Report and Auditor's Certificate regarding compliance of conditions of Corporate Governance are made a part of the annual Report.

ACKNOWLEDGEMENT

The Directors would like to express their grateful appreciation for the assistance and co-operation received from customers, vendors, stakeholders, Central and State government Authorities and other business associates and bankers of the Company. Your Directors take this opportunity to thank all the employees for rendering high quality service to every constituent of the Company's customers. The employees have worked on principles of honesty, integrity, fair play and this has helped to ensure a sustained excellence in performance. Finally Directors would like to convey their gratitude to the members and look forward to their continued support.

FOR AND ON BEHALF OF THE BOARD

PLACE: BHILWARA [P. C. CHHABRA] [T.C.Chhabra] ASHISH KUMATTBAGRECHA

DATED: 30.05.2014 Din No-001556331 Din No-00167401 COMPANY SECRETARY

MANAGING DIRECTOR DIRECTOR


Mar 31, 2013

The Directors of the Company have pleasure in presenting their 19th ANNUAL REPORT along with audited statement of accounts for the year ended 31st March, 2013.

(Rs. in Lacs) Financial Results 2012-2013 2011-2012

Turnover 3352.07 3119.65

Operating Profit before interest, depreciation & tax 267,23 378.77

Less: interest 105.40 97.37

Profit Before Depreciation & Tax 181.83 280.90

Less - Depredation 155.50 173.89

Profit Before tax 26.33 107.01

Less: Income fax (Current) 05.02 21.41

Profit after tax 21.31 65.60

Less: Deferred Tax (Current) 5.69 12.03

Profit after provision for deferred tax 05.62 73.55

Add: Balance brought forward 467.67 394.11

Balance carried to Balance Sheet 473.29 467.67

OPERATIONS

In view of the result for the financial year under consideration the performance of the company is appreciable that they can manage the turn over in this recession and stiff competition 4 although the profit has- been reduced from last year they performed well in last year.

The Board of Directors is continuously watching the performance of the company and trying their best to maximize the profitability of the company and are succeeding gradually towards this direction, The directors are fully hopeful to achieve better results in future years.

DIVIDEND

In view of marginal profits and expansion, the Board of Directors does not recommend payment of dividend for the year under review.

POLLUTION CONTROL

Your directors have pleasure to report that they going to install three stage R.O. System of 1500 KLD which is very important for pollution control measures. And at present in water crisis problem it is very helpful and necessary for us. Our new ETP and to be installed R.O. System is a complete solution of water pollution.

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

The prescribed details as required under section 217(1 He) of the Companies Act, 1966 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure I forming part of this report.

PARTICULARS OF EMPLOYEES

The prescribed details as required under section 217 (2A) of the Companies Ad, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are nil, hence not applicable,

LISTING OF SHARES

The Shares of the Company are listed in the following Stock Exchanges:-

Jaipur Stock Exchange Ltd., Jaipur. Delhi Stock Exchange Association Up, New Delhi. Listing fee has already been paid 1c both the Stock Exchange for the year 2013-2014 in time.

DIRECTORS

Shri Saurabh Chhabra, director of the company will retire at the forthcoming Annual General Meeting but being eligible offers themselves for re-appointment.

FIXED DEPOSIT

The Company has not accepted any Fixed deposit from the public within the meaning of Section 58A of the Companies Act 1956

APPOINTMENT OF SHARE TRANSFER AGENT

Company has been appointed SEBI Registered Beetal Financial & Computer Services (PI Ltd New Delhi as Transfer agent for transfer of shares

DEMAT OF SHARES

Company has been made an arrangement with NSDL to convert physical shares into Demat form So member can convert his her Shares in to demat form.

APPOINTMENT OF COST AUDITOR

A3 per the direction given by the Central Government, the Company has based on an application made received the Government's approval for re-appointment of Ws VK. Goyal & Co. a firm of Cost Accountants as the Cost Auditor of the Company for the year ending 31a March, 2014

SUBSIDIARY COMPANY

The Company has no Subsidiary Company.

DIRECTOR RESPONSIBILITY STATEMENT

Directors s responsibility statement pursuant to section 217 (2AA) of the Companies Act 1956;

Accounting Standards:-

White preparing the annual accounts of the company for the year ended 31" March 2013 the applicable accounting standards had been followed along with proper explanations relating to material departures, if any

Accounting Policies:-

The directors have selected such accounting policies and applied them consistently and reasonable and prudent judgment and estimates were made so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

Directors' Responsibility:-

The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detecting fraud and other [regularities.

Preparation of accounts on a going concern basis:-

The Annual accounts have been prepared on a going concern basis.

AUDITORS

Ws 0. P. DAD & CO., CHARTERED ACCOUNTANTS shall be retiring at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The company has obtained a certificate as required U/s. 224 of the Companies Act, 1966, from the auditors to the effect that their re-appointment, if made; would be in the conformity with the limits specified in the said section.

COMMENT U/S 217(3] REGARDING AUDITORS QUALIFICATION

The company is consistently following its accounting policy with regard to gratuity, leave encashment and other retirement benefits of employees. However, the company is taking steps to ascertain the above liabilities and the same would be provided in the subsequent year Other observations in the Auditor's report are dealt within the notes to the accounts at appropriate place and are self -explanatory,

INDUSTRIAL RELATION

Industrial relation remained cordial and peaceful during the year. Your Directors wish to place on record the appreciation for the devoted services rendered by The workers, staff and executives of the Company at all levels which have very much contributed to the efficient management of the Company's affairs and assistance.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreements with the stock exchanges, Corporate Governance Report and Auditor's Certificate regarding compliance of conditions of Corporate Governance are made a part of the annual Report.

ACKNOWLEDGEMENT

The Directors would like to express their grateful appreciation for the assistance and co-operation received from customers, vendors, stakeholders, Central and State government Authorities and other business associates and bankers of (he Company. Your Directors take this opportunity to thank all the employees for rendering high quality service to every constituent of the Company's customers. The employees have worked on principles of honesty, integrity, fair play and this has helped to ensure a sustained excellence in performance. Finally Directors would like to convey their gratitude to the members and look forward to their continued support.

FOR AND ON BEHALF OF THE BOARD

PLACE: BHILWARA [P. C. CHHABRA] [T.C.Crrhabra]

DATED: 30.05.2013 MANAGING DIRECTOR DIRECTOR

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