Directors Report of Alstone Textiles (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting their 30th Annual Report on the business and operations of the Company along with the Audited Financial Statement for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS:

Financial Result of the Company for the year under review alongwith the figures for previous year are as follows:

(in Rs.)

Particulars 31st March, 31st March, 2015 2014

Profit before Tax 1,005,906 713,538

Less: Current Tax 315,465 135,965

MAT Credit Entitlement - (135,965)

Earlier Year Tax - -

Deferred Tax - -

Net Profit/Loss after Tax 690,441 713,538

OPERATIONAL PERFORMANCE:

During the financial year 2014-15, the Company has recorded revenue of Rs. 3,41,60,055/-. The Company has earned net profit of Rs. 690,441/- during the year as compared to profit Rs. 713,538/- in the last year. The Directors are optimistic about future performance of the Company.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

DIVIDEND:

As the company kept the profits for investment in better projects it regret not to recommend any dividend. But the directors are hopeful better result in ensuring future.

DEPOSITS:

During the year, the Company has not invited/accepted any deposits under Companies Act, 2013.

CHANGE IN REGISTERED OFFICE:

During the year under review, the Company has filed E-Form INC-22 under section 12 of the Companies Act, 2013 to the Registrar of Companies, NCT of Delhi and Haryana, for shifting of Registered Office of our Company within the local limits of City without change in the Jurisdiction of the Registrar of Companies, NCT of Delhi and Haryana from 209, 2nd Floor, 6/41, Sunder Kiran Building, W.E.A. Karol Bagh, New Delhi-110005 to 2127-28, 3rd Floor, Block- K, Gali No. 58, Naiwala, Gurdwara Road, Karol Bagh New Delhi-110005 w.e.f. 15th April, 2015.

NO. OF BOARD MEETING HELD:

The Board of Directors duly meets 18 times during the financial year 1st April, 2014 to 31st March, 2015. The dates on which meetings were held are as follows:

22nd May, 2014, 24th May, 2014, 31st May, 2014, 25th July, 2014, 28th July, 2014, 4th August, 2014, 9th August, 2014, 26th August, 2014, 27th August, 2014, 29th September, 2014, 4th October, 2014, 29th October, 2014, 18th November, 2014, 17th January, 2015, 21st January, 2015, 23rd February, 2015 and 11st March, 2015, 30th March, 2015.

BOARD OF DIRECTORS:

APPOINTMENT OF MANAGING DIRECTOR:

Mr. Anup Verma, Director of the Company being appointed as Managing Director of the Company subject to approval of members of the Company.

APPOINTMENT OF INDEPENDENT DIRECTORS:

Ms. Roopa Devi Murolia, Mr. Manmohan & Mr. Deepak Kumar were appointed as an Independent Directors during the financial year 2014-15.

RE-APPOINTMENT OF DIRECTOR:

In accordance with the provisions of the Companies Act, 2013 and the articles of association of the Company, Mr. Anup Verma, Managing Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors recommends their re-appointment.

CESSATION:

During the year Mr. Deepak Tyagi, Ms. Lovely Kumari and Mr. Narender Kumar, Mr. Vishal Agnihotri and Mr. Anil Prakash expressed their inability to continue as a Director due to other commitments and submitted their resignation. The Board of Directors has accepted the same and placed on record its appreciation for the services rendered by Mr. Deepak Tyagi, Ms. Lovely Kumari and Mr. Narender Kumar, Mr. Vishal Agnihotri and Mr. Anil Prakash during their tenure as Director of the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement and annexed herewith to this report marked as Annexure-I.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholders' Relationship Committee and Risk Management Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL:

The following employees were designated as whole-time key managerial personnel by the Board of Directors during the year under review:

(i) Mr. Anup Verma, Managing Director

(ii) Ms. Pooja Mittal, Company Secretary

COMPANY SECRETARY:

Ms. Pooja Miital, an associate member of the ICSI, Delhi has been appointed, by the Board of Directors of the Company, as Company Secretary of the Company.

AUDITORS

AUDITORS OBSERVATIONS:

The observations made by Auditors with reference to notes to account are self explanatory and need no comments.

STATUTORY AUDITORS:

To Appoint auditor M/s Sanjeev Gaurav & Associates, Chartered Accountants, as Statutory Auditor of the company for the period of 5 years commencing from the conclusion of this Annual General Meeting until, the conclusion of 35th Annual General Meeting subject to ratification at every Annual General Meeting on such remuneration as may be fixed in this behalf by the Board of Directors of the Company. A Certificate from the Auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be appointed as statutory auditor in terms of the provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act, 2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

During the year M/s R K Agarwal & Associates (FRN 26465N), Chartered Accountant of the Company has shown its desire to discontinue its services as statutory auditors of the Company, due to its pre-occupation.

AUDITORS' REPORT:

The Auditors' Report is annexed herewith marked as Annexure-II and forms part of the Annual Report.

SECRETARIAL AUDIT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS:

The Company has appointed Ms. Shazan Ali Partner of SAS & Associates, Company Secretaries to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit Report and the Secretarial Audit Report is annexed herewith marked as Annexure-III to this report in Form No. MR-3.

There is a qualification in the report that Company did not appoint Chief Financial Officer. The Management clarified that, it is in the search of suitable candidate for the post of Chief Financial Officer.

Further, there is also qualification in the report that Company did not appoint Company Secretary within six months form date of vacancy. The management clarified that, it was in the search of suitable person but they were not able to find out suitable person within six months for filling the vacancy of company secretary.

APPOINTMENT OF INTERNAL AUDITOR:

The Company has appointed Mr. Sameem Ahmed, Chartered Accountants as an Internal Auditor of the Company for the financial year 2014-15. Mr. Sameem Ahmed placed the internal audit report to the Company which is self explanatory and need no comments.

EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return for the financial year 2014-15 being attached with Directors report in Form No. MGT-9 marked as Annexure-IV.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investment covered under the provisions of section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties for the financial year 2014-15 are annexed herewith to the Financial Statements in Form No. AOC-2.

LISTING OF SHARES:

The shares of the Company i.e 1,27,48,000 equity Shares of Rs. 10/- has got listed on Bombay Stock Exchange Limited (BSE) on 12th august, 2015 vide its Notice No. 2015070812-15 which will be effective from 14th August, 2015.

Further, the shares of the Company are also listed on DSE Limited (DSE) and Ahmadabad Stock Exchange Limited (ASE). But as per SEBI circular WTM/PS/45/MRD/DSA/NOV/2014 dated 19th November, 2014 DSE has been derecognized as Stock Exchange respectively.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

In pursuant to the provision of section 177(9) & (10) of the Companies Act, 2013, The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy. The Whistle Blower Policy is available on the website of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board confirms and submits the Director's Responsibility Statement:

* in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

* The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent 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 the year under review;

* The Directors have taken proper & sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevention & detecting fraud & other irregularities;

* The Directors have prepared the accounts for the year ended 31st March, 2015 on a going concern basis.

* The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

* The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance together with the Auditors' Certificate regarding the compliance of conditions of Corporate Governance forms part of the Annual Report.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section which forms part of the Annual Report.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

* No of complaints received : 0

* No of complaints disposed off : N.A.

DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc other risks which considered necessary by the management. The Company has been addressing the various risks impacting the Company and policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

PARTICULARS OF EMPLOYEES:

None of the employee was drawing in excess of the limits by the Companies Act, 2013 and rules made there under which needs to be disclosed in the directors report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company does not fall under any of the industries covered by the Companies (Accounts) Rules, 2014. Hence, the requirements of disclosure in relation to the conservation of energy,

technology absorption, foreign exchange earnings & outgo are not applicable to it.

Particulars Current Year Previous Year 2014-15 2013-2014

A. Conservation of Energy Nil Nil

B. Technology Absorption Nil Nil

C. Foreign Exchange Earnings & Outgo Nil Nil

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their valuable support and assistance.

The Directors wish to place on record their appreciation of the commendable work done, dedication and sincerity by all the employees of the Company at all levels during the year under review.

The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

For and on behalf of the Board of Directors

Date: 13.08.2015 (Anup Verma) Place: New Delhi Chairman & Managing Director DIN: 06818748

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Mar 31, 2013

Dear Members,

The Directors have pleasures in presenting the 28th Annual Report of the Company together with the audited accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The Company is not doing the fresh business during the year, hence the resulted in a net loss of Rs.4, 81,433/.

GENERAL CORPORATE MATTERS

The company is currently engaged in sale and purchase of shares & securities. The year under report has been difficult for the Stock Market as the market behaved with great volatility and Market Index showed movement both upward and downward frequently. Moreover, payment problems affecting Stock Market also caused considerable damage to the investor's confidence in the market. It also affected the overall turnover in the Stock Market. The Stock Market Index as on 31st March 2013 were at low levels as a result of which there was low valuation of stock held by the company at the end of the year. The company also intends to make expansion in providing loans and advances and finance to different persons, firms and bodies corporate

CORPORATE GOVERNANCE

Your company has always striven to incorporate appropriate standard for good corporate governance and has been practicing these principles since inception. Corporate Governance has evolved in the company over the years, not only on account of regulatory requirements but also on account of sound management values for enhancing and meeting stockholder's expectations. The company is taking adequate steps to ensure that all mandatory provisions of Corporate Governance s prescribed under the Listing Agreement of the Stock Exchange are complied within the time schedule laid down by Stock Exchange.

GENERAL INFORMATION

The shares of your company are listed on the Delhi Stock Exchange, Pursuant to the SEBI Guidelines the company's Equity Share has been under process to be converted in to electronic mode.

DIVIDEND

Due to loss earned by the company during the year your directors are in a position to recommend any dividend. But the directors are hopeful of better result in ensuring future.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 217(2AA) which was introduced by the Company (Amendment) Act, 2000 your Director confirms that: -

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) The Director have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March,2013 and of the Loss of the Company of the year ended 31st March, 2013.

c) The Director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and preventing and detecting fraud and other irregularities.

d) The annual accounts are prepared on a going concern basis.

AUDITORS APPOINTMENT

To re-appoint R K AGARWAL & ASSOCIATES Chartered Accountants as Auditor of the company for the period commencing from the conclusion of this meeting till the conclusion of the next Annual General Meeting on remuneration to be fixed by the Board of Directors

DIRECTORS

MR. NIRMAL PRAKASH retries by rotation and being eligible offers himself for re-appointment.

AUDITORS' REMARKS

The observations made by the Auditors with reference to note on the accounts for the year under report are self explanatory and need no further comments from the Directors.

AUDIT COMMITTEE

Present members of the Audit Committee are Mr. Vishal Agnihotri, Mr. Nirmal Prakash and Mr. Riyazul Hassan. All the members of the Committee are non-executive and independent Directors. All the members of the Committee are having financial and accounting knowledge. Mr. Vishal Agnihorti is the chairman of the Committee and quorum of the Committee is two members. The company secretary acts as secretary to the Committee. The role company terms of reference, the authority and power the committee are in conformity with the requirements of the Companies Act, 1956.

The Committee met four times during the year under review.

The Committee also met prior to finalization of accounts for the year ended 31st March, 2013.

PARTICULARS OF EMPLOYEES

There are no employees in receipt of remuneration in excess of amount specified in Section 217(2A) read with Companies (Particular of employees) rules 1975 as amended.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company.

FIXED DEPOSITS

The Company has not accepted any deposits from the public, within the meaning of Section 58 - A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 975 during the year under review.

LISITING INFORMATION

The Company shares are listed with Delhi Stock Exchange Ltd., Delhi. Your Company has paid Annual listing fees up to date and there are no arrears.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 49 of the Listing Agreement with the Stock Exchange, the Cash Flow Statement for the year ended 31st March 2013 is annexed hereto.

STATUTORY INFORMATION

The Company's (Disclosure of particulars in the report of Board of Directors) Rules 1988, requires the disclosures of particulars regarding conservation of energy in Form A and technology Absorption in Form B prescribed by the rules. The requirement of Forms A and B are not applicable, as the company is not manufacturing company. The company had no foreign Exchange out-go or inflow during the year

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the co-operation, patronage, assistance and guidance by their business associates bankers and clients.

The Board members also place on record their appreciation of the service rendered by the dedicated employees of the company.

The Board also beholden to you all, partners in our enterprises, for your confidence, encouragement and unstinting support.

(FOR AND ON BEHALF OF THE BOARD)

VISHAL AGNIHOTRI CHAIRMAN

Place: New Delhi Date: 13.05.2013