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Directors Report of Ashnoor Textile Mills Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present their 32nd Annual Report on the affairs of the Company together with the Audited Accounts for the financial year ended on March 31, 2015.

FINANCIAL PERFORMANCE AND OUTLOOK (Rs. in Lakhs)

PARTICULARS 2014-2015 2013-2014

Turnover 10,072.64 6,705.28

Gross Profit prior to financial overheads and depreciation 454.84 712.74

Financial Overheads 166.65 515.33

Depreciation 126.11 167.73

Profit before Tax Exceptional and Extra-ordinary Items 162.08 29.68

Exceptional and Extra-ordinary Items (3.74) (0.42)

Profit before Tax 158.34 29.26

Income/Wealth/Deferred Tax 16.19 17.46

Profit after Tax-available for appropriation 142.15 11.80

Basic Earning Per Share 1.32 0.11

During the year under review, revenue from operations increased by 50.22% from Rs. 6,705.28 lakhs in previous year to Rs.10,072.64 lakhs. However, profit after tax increased from Rs.11.80 lakhs in previous year to Rs.142.15 lakhs in the current year. The Board of the company has decided not to transfer any amount to reserves and entire profit after tax will be carried over to the Balance Sheet as surplus.

The detailed discussion on the state of Company's affairs and the performance of operations of the Company is given in the annual report under "Management Discussion and Analysis Report". There was not any change in the nature of business of the company. Further, there were no materials changes/events have occurred after balance sheet till date of this report.

DIVIDEND

In view to conserve the resources for further growth of the company, your Directors do not recommend any dividend for the year under review.

SHARE CAPITAL

There is no change in share capital during the year. The Company has not issued any equity shares with differential rights during the period under review. The Company has neither issued any employee stock options nor any sweat equity shares during the period under review.

FIXED DEPOSITS

During the year under review, your Company has not invited or accepted any fixed deposit.

DIRECTORS

In accordance with provisions of the Companies Act, 2013 Mr. Abhinav Gupta- Director (DIN-02766867) will retire by rotation and, being eligible, offer himself for re-appointment.

Your Directors recommend appointment of Mr. Anil Aggarwal as an Independent Director on the Board of the Company. Brief resume of the above Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional areas and the name of the public Companies in which they hold the directorship and the Chairpersonship/Membership of the Committees of the Board as per provisions of clause 49 of the Listing Agreement with Bombay Stock Exchange are given in explanatory statement to resolutions of his appointment.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with Bombay Stock Exchange.

PERFORMANCE EVALUATION OF BOARD OF DIRECTOR'S

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually.

Detailed criteria was prepared by Nomination Committee for evaluating performance of the Directors including Independent Directors and the Board after taking into consideration inputs received from the Directors, covering various aspects of the Board functioning and based on that criteria the performance of individual Directors including the Chairman of the Board was evaluated . The performance evaluation of the independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and non Independent Directors was carried out by the independent Directors.

The details of programs for familiarization of the Independent Directors with the Company, their roles, rights, responsibility in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are available on the website of the Company at the web-link: http://ashnoortextile.com/pdf/Familiarization-Policy.pdf

CODE OF CONDUCT

The Company has adopted policy on Appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management and remuneration of the Directors, Key Managerial Personnel and other employees. These Policies inter-alia include criteria for determining qualifications, positive attributes and independence of a Director. The Code of Conduct for Independent Director appointment are available on the website of the Company at the web-link: http://ashnoortextile.com/pdf/Code-for-Independent-Directors.pdf

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following have been designated as the Key Managerial Personnel of the Company pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

* Mr. Suneel Gupta - Managing Director

* Mr. Girish Singh Adhikari - Chief Financial Officer

* Mr. Manmeet Singh - Company Secretary

Mr. Manmeet Singh has been appointed as Company Secretray/Chief Compliance Officer and Key Managerial Personnel effective from July 15, 2015. Before him Ms. Priyanka Srivastava was Company Secretary. She resigned on May 30, 2015.

DIRECTORS' RESPONSIBILITIES STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, your Directors, based on the representations received from the Operating Management, and after due enquiry, confirm that:

a) in preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards had been followed along with the explanations relating to material departures, if any;

b) the directors had selected such appropriate 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 at March 31, 2015 and of the profit of the Company for that period;

c) the directors had taken proper and sufficient care for 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 preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts for the financial year ended March 31, 2015 on a going concern basis.

e) 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.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS' REPORT

Messrs KSA & Co., Chartered Accountants, New Delhi, was appointed in previous Annual General Meeting as Statutory Auditors of the Company for a period of three years subject to ratification by the members at every Annual General Meeting. Your Directors recommend ratification of their appointment for your approval.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not calls for any further comment.

The provisions relating to Cost Audit are not applicable to the Company.

SECRETARIAL AUDIT REPORT

The Board had appointed Messrs Anil Arora & Associates, Company Secretaries, Delhi as Secretarial Auditors as per provisions of section 204 of the Companies Act, 2013. The report of Secretarial Auditors is annexed as 'Annexure-1'. There are following qualification in their Report.

The Company is not having 2/3rd of its directors who are liable to retire by rotation as per provisions of section 152(6) of the Companies Act, 2013.

Your Directors recommend resolution to convert the period of office of Mrs. Sangeeta Gupta, Whole Time Director of the Company, from a non retiring Director to Director liable to retire by rotation for your approval at ensuing annual general meeting.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance Report as prescribed under the listing agreement with the Bombay Stock Exchange.

A detailed report on Corporate Governance is annexed to Annual Report along Management Discussion and Analysis Report and a certificate issued by the Statutory Auditors of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on Company's website at the weblink:http://ashnoortextile.com/pdf/POLICY-ON-RELATED-PARTY- TRANSACTIONS.pdf

NUMBER OF BOARD MEETINGS

During the year, nine (9) meetings of the Board of Directors of the company were convened and held. Details of these meetings are given in Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

AUDIT COMMITTEE

The Company has constituted an Audit Committee as per provisions of Clause 49 of the Listing Agreements with the Bombay Stock Exchange and Section 177 of the Companies Act, 2013, which comprised of Mr. Piyush Gupta as Chairman and Mr. Indermohan Aggarwal and Mr. Suneel Gupta as the members. During the year, four (4) meetings of Committee were convened and held. More details of the Committee are given in Corporate Governance Report.

NOMINATION & REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee as per provisions of Clause 49 of the Listing Agreements with the Bombay Stock Exchange and Section 178 of the Companies Act, 2013, which comprised of Mr. Piyush Gupta as Chairman and Mr. Indermohan Aggarwal and Mrs. Pallavee R. Duggall as the members. During the year, five (5) meetings of Committee were convened and held. More details of the Committee are given in Corporate Governance Report.

The Nomination and Remuneration Policy as approved by the Board is uploaded on Company's website at the weblink: http://ashnoortextile.com/pdf/NOMINATION-AND-REMUNERATION-POLICY.pdf

BUSINESS RISK MANAGEMENT

Pursuant to section 134(3)(n) of the Companies Act, 2013, the Company has implemented an integrated risk management approach through which it reviews and accesses significant risk and control. The audit Committee has oversight in the area of financial risk and control. At present the Company has not find any element of risk and control. At present the Company has not identified any element of risk which may threaten the existence of the Company. The Company has prepared policy to identify and assess business risk.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return, in format MGT-9, for the Financial Year 2014-15 is annexed to this report as 'Annexure-2'.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

The Company does not have any Subsidiary, Joint Venture or Associates.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant, material orders passed by the regulators or courts, which would impact the going concern status of the Company and its future operation.

LISTING AGREEMENT COMPLIANCE

The Company is committed to maintain the highest standards towards adhere to the Listing Agreement requirements as set out by Bombay Stock Exchange. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. A detailed note has been provided under Management Discussion and Analysis Report.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in 'Annexure 3' to this Report.

VIGIL MECHANISM

The Vigil Mechanism as envisaged Section 177(9) of the Companies Act, 2013 read Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and clause 49 of the Listing Agreement is implemented through the Company's Whistle Blower Policy to enable the Directors and employees of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

Whistle Blower Policy of the Company is available on the Company's website at the web- link:http://ashnoortextile.com/pdf/Vigil-Mechanism-Whistle- Blower-policy.pdf

Further details are available in the Report on Corporate Governance that forms part of this Annual Report.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designed employees of the Company. The Board is responsible for implementation of the code which is available on the Company's website at the web-link: http://ashnoortextile.com/pdf/Code-of- Fair-Disclosure.pdf

MANAGERIAL REMUNERATION

Details pertaining to remuneration as required under section 197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Sl. Name of Designation Remuneration No Director/KMP during the Year

1. Suneel Gupta Managing 5,950,000.00 Director

2. Sangeeta Gupta Whole Time 5,950,000.00 Director

3. Abhinav Gupta Non-Executive Nil Director

4. Piyush Gupta Independent Nil Director

5. Inder Mohan Independent Nil Aggarwal Director

6. Pallavee R. Independent Nil Duggall Director

7. Girish Singh CFO *4,442.00 Adhikari

8. Priyanka Company **87,500.00 Srivastava Secretary



Sl. Name of Increases in Ratio of No Director/KMP Remuneration Remunera during the Year tion of each Director to median remunerat ion

1. Suneel Gupta 98.33% 0.29

2. Sangeeta Gupta 98.33% 0.29

3. Abhinav Gupta Nil -

4. Piyush Gupta Nil -

5. Inder Mohan Nil - Aggarwal

6. Pallavee R. Nil - Duggall

7. Girish Singh Nil - Adhikari

8. Priyanka Nil - Srivastava

* Mr. Girish Singh Adhikari has been appointed as CFO of the company on 27th March 2015.

** Ms. Priyanka Srivastava has been appointed as the compliance officer on 16th December 2014 and has resigned on 30th May 2015.

No Commission was paid to Managing Director and Whole Time Director from the Company.

Remuneration of Mr. Suneel Gupta, Managing Director and Mrs. (Dr.) Sangeeta Gupta was increased, at the recommendation of Nomination and Remuneration Committee, from Rs.350,000/- to Rs.700,000/- per month effective from November 1, 2014. This increase was subject to approval of the members in general meeting by passing of special resolutions. Your Directors, therefore, recommends resolutions to increase in remuneration of Managing Director and Whole Time Director for your approval.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

During the year, the Company has not given any Loan and Corporate Guarantee. However, it has made investment as given in note number 12 in Balance Sheet.

BOARD EVALUATION

The Board has carried out an Annual Performance Evaluation of its own performance and the Directors individually as per provisions of Schedule IV of the Companies Act, 2013 and clause 49 of the Listing Agreement. Evaluation of performance of Non-independent Directors, Chairperson and the Board as a whole was done by the independent Directors by convening and holding their separate meeting.

Further, evaluation of performance of independent Directors was done by entire Board including independent Directors excluding Directors being evaluated.

ACKNOWLEDGMENT

Your Directors take this opportunity to express their thanks to Banks, Central and State Government Authorities, Stock Exchange, Regulatory Authorities and stakeholders for their continued co-operation and support to the Company. The Board also places on record its appreciation for the dedicated efforts put on by the employees of the Company at all levels and also thanks to customers, clients, vendors and other business associates for their continued support

Sd/- Sd/- Suneel Gupta Sangeeta Gupta Place: Gurgaon Managing Director Director Date: September 1, 2015 DIN-00052084 DIN-00052121


Mar 31, 2014

Dear Members,

The Directors are pleased to present their 31st Annual Report on the affairs of the Company together with the Audited Accounts for the financial year ended on March 31, 2014.

FINANCIAL PERFORMANCE (Rs. in Lakhs) Particulars 2013-2014 2012-2013

Turnover 6,705.28 9,173.54

Gross Profit prior to financial overheads and depreciation 712.74 458.79

Financial Overheads 515.33 261.53

Depreciation 167.73 156.29

Profit before Tax and Extra-ordinary Items 29.68 40.97

Extra-ordinary Items (0.42) (0.93)

Profit before Tax 29.26 40.04

FBT, Wealth Tax and Deferred Tax (Liability) /Assets 17.46 33.02

Profit after Tax-available for appropriation 11.80 7.02

SBasic Earning Per Share 0.11 0.07

During the year under review, revenue from operations decreased by 27.20% from Rs.9,220.80 lakhs in previous year to Rs.6,713..02 lakhs. However, profit after tax increased by 68.09% from Rs.7.02 lakhs in previous year to Rs.11.80 lakhs in the current year.

The detailed discussion on the state of Company''s affairs and the performance of operations of the Company is given in the annual report under "Management Discussion and Analysis Report".

DIVIDEND

In view of marginal profits, your Directors do not recommend any dividend for the year under review.

FIXED DEPOSITS

During the year under review, your Company has not invited or accepted any fixed deposit.

DIRECTORS

Mr. Abhinav Gupta retires from the Board by rotation and are eligible for re-appointment at the forthcoming Annual General Meeting. The Notice convening the Annual General Meeting includes the proposal for re-appointment of Director. Mr. Suneel Gupta, Managing Director and Mrs. (Dr.) Sangeeta Gupta, Whole Time Director, were re-appinted by the Board subject to approval of members in General Meeting effective from January 10, 2014 and May 1, 2014 respectively. Your Directors recommend their re-aappointment for your approval.

Your Directors also recommend appointment of Mr. Inder Mohan Agarwala, Ms. Pallavi Agarwal and Mr. Piyush Gupta, as independent Directors who possess appropriate balance of skills, expertise and knowledge and are qualified for appointment as Independent Directors.

CORPORATE GOVERNANCE

In pursuance of Clause 49 of the Listing Agreement as entered between the company and Bombay Stock Exchange, Mumbai a detailed note on Corporate Governance is annexed to this report along with a certificate issued by the Statutory Auditors of the Company.

AUDITORS

Messrs KSA & Co., Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment from the conclusion of this meeting to conclusion of 34th Annual General Meeting to be held in 2017.

AUDITORS'' OBSERVATIONS

The observations made in Auditors'' Report are self-explanatory and are suitably explained in various notes to the accounts. They need no further comments.

PREFERENTIAL ALLOTMENT

The Company has re-issued 45,849 forefeited equity shares on preferential basis to the non promoters on September 13, 2013 at Rs.10/- each as per provisions of Chapter VII (ICDR) Regulations, 2009. BSE has listed these shares on November 11, 2013. These shares are under lock-in upto September 12, 2014.

STATUTORY DISCLOSURES

There are no employees as on date on the role of the Company who are in receipt of Remuneration which requires disclosures under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, (as amended) from time to time.

Additional information on conservation of energy, technology adsorption, foreign exchange earnings and outgo as required Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed as annexure-A and forms the part of this report.

DIRECTORS'' RESPONSIBILITIES STATEMENT

Pursuant to Section 217(AA) of the Companies Act, 1956, your Directors confirm that:

a) in preparation of the annual accounts for the financial year 2013-2014, the applicable accounting standards have been followed along with the explanations relating to material departures;

b) the Directors had selected such appropriate 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 at March 31, 2014 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for the safeguard of the assets of the Company for preventing and detecting fraud and other irregularities; and

d) the Directors have prepared the annual accounts for the financial year ended March 31, 2014 on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their thanks to Banks, Central and State Government Authorities, Stock Exchange, Regulatory Authorities and stakeholders for their continued co-operation and support to the Company. The Board also places on record its appreciation for the dedicated efforts put on by the employees of the Company at all levels and also thanks to customers, clients, vendors and other business associates for their continued support.

Place: Gurgaon Suneel Gupta Sangeeta Gupta Date: August 12, 2014 Managing Director Director


Mar 31, 2013

Dear Members,

The Directors are pleased to present their 30th Annual Report on the affairs of the Company together with the Audited Accounts for the financial year ended on March 31,2013.

FINANCIAL PERFORMANCE (Rs in Lakhs)

Particulars 2012-2013 2011-2012

Turnover 9,173.54 4.943.36

Gross Profit prior to financial overheads and depreciation 458.79 168.69

Financial Overheads 261.53 13.35

Depreciation 156.29 144.52

Profit before Tax and Extra-ordinary Items 40.97 10.81

Extra-ordinary Items (0.93) 14.73

Profit Before Tax 40.04 25.54

FBT, Wealth Tax and Deferred Tax (Liability)/Assets 33.02 (23.36)

Profit after Tax-available for appropriation 7.02 2.18

Basic Earnings Per Share 0.07 0.03

During the year under review, income from operations of the Company increased by 85.57% from Rs.4,943.36 lakhs in previous year to Rs 9,173.54 lakhs and profit after tax increased by 222.01% from Rs. 2.18 lakhs in previous year to Rs. 7.02 lakhs in the current year.

The detailed discussion on the state of Company''s affairs and the performance of operations of the Company is given in the annual report under "Management Discussion and Analysis Report".

DIVIDEND

In view of marginal profits, your Directors do not recommend any dividend for the year under review.

FIXED DEPOSITS

During the year under review, your Company has not invited or accepted any fixed deposit.

DIRECTORS

Mr Piyush Gupta and Dr. (Mrs.) Sangeeta Gupta retire from the Board by rotation and are eligible for re-appointment at the forthcoming Annual General Meeting. The Notice convening the Annual General Meeting includes the proposals for re-appointment of Directors.

CORPORATE GOVERNANCE

In pursuance of Clause 49 of the Listing Agreement as entered between the company and Bombay Stock Exchange, Mumbai a detailed note on Corporate Governance is annexed to this report along with a certificate issued by the Statutory Auditors of the Company.

AUDITORS

Messrs KSA & Co., Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. They have confirmed their eligibility under Section 224(1-B) of the Companies Act, 1956 and willingness to accept the office as Statutory Auditors, if so re-appointed.

AUDITORS'' OBSERVATIONS

The observations made in Auditros'' Report are self-explanatory and are suitably explained in various notes to the accounts. They need no further comments.

PREFERENTIAL ALLOTMENT

The Company has allotted 2,335,562 equity shares on preferential basis to the promoters (1,892,239 equity shares) and non promoters (443,323 equity shares) on March 30, 2013 at a price of Rs. 10/- each as per provisions of chapter VII of the SEBI (ICDR) Regulations, 2009. These shares were allotted getting approval of members by passing special resolution in an Extra-ordinary General Meeting held on March 19, 2013 and also procuring in principle for Listing of these shares at Bombay Stock Exchange under Clause 24(a) of the Listing Agreement. These shares were allotted to augment funds to meet working capital requirements for growth of business of the company.

STATUTORY DISCLOSURES

The information as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, (as amended) is annexed with this report as annexure-B and forms the part of this report.

Additional information on conservation of energy, technology adsorption, foreign exchange earnings and outgo as required Section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed as annexure-A and forms the part of this report.

DIRECTORS'' RESPONSIBILITIES STATEMENT

Pursuant to Section 217(AA) of the Companies Act, 1956, your Directors confirm that:

a) in preparation of the annual accounts for the financial year 2012-2013, the applicable accounting standards have been followed along with the explanations relating to material departures;

b) the Directors had selected such appropriate 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 at March 31,2013 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for the safeguard of the assets of the Company for preventing and detecting fraud and other irregularities; and

d) the Directors have prepared the annual accounts for the financial year ended March 31, 2013 on a going concern basis.

ACKNOWLEDGMENTS

Your Directors take this opportunity to thank the Banks, Central and State Government Authorities, Stock Exchange, Regulatory Authorities and stakeholders for their continued co-operation and support to the Company. The Board also places on record its appreciation for the contribution made by employees of the Company customer, clients, vendors and other business associates for their continued support.

Place: Gurgaon Suneel Gupta Sangeeta Gupta

Date: August 12,2013 Chairman and Managing Director Director


Mar 31, 2012

Dear Members,

The Directors are pleased to present their 29th Annual Report on the affairs of the Company together with the Audited Accounts for the financial year ended on March 31, 2012.

Financial Results

Rupees in lakhs

PARTICULARS 2011-2012 2010-2011

Revenue from operations 4522.55 6090.20

Gross Profit prior to financial overheads and depreciation 168.68 328.96

Financial Overheads 13.35 114.82

Depreciation 144.52 138.12

Profit before Tax and Extra-ordinary Items 10.81 76.02

Extra-ordinary Items 14.73 30.21

Profit before Tax 25.54 106.23

FBT, Wealth Tax and Deferred Tax (Liability)/Assets (23.36) (15.82)

Profit after Tax-available for appropriation 2.18 90.41

Basic Earnings Per Share 0.03 1.08

Company''s Performance

During the year under review, income from operations of the Company reduced from Rs.6,090.20 lakhs in previous year to Rs.4,522.55 lakhs in current year due to tough competition in domestic and international markets. Due to higher cost of material profit after tax declined from Rs. 106.23 lakhs in previous year to Rs.25.54 lakhs in the current year.

The detailed discussion on the state of Company''s affairs and the performance of operations of the Company is given in the annual report under "Management Discussion and Analysis Report".

Dividend

In view of inadequate profits, your Directors do not recommend any dividend for the year under review.

Fixed Deposits

During the year under review, your Company has not invited nor accepted any fixed deposit.

Directors

Mr. Inder Mohan Aggarwal and Ms. Pallavi Agarwal retire from the Board by rotation and are eligible for re-appointment at the forthcoming Annual General Meeting. The Notices convening the Annual General Meeting includes the proposals for re-appointment of Directors.

Corporate Governance

A detailed note on Corporate Governance as required under the Listing Agreement with the Bombay Stock Exchange Limited (BSE), Mumbai is annexed to this report along with a certificate issued by the Statutory Auditors of the Company in pursuance of Clause 49 of the Listing Agreement in compliance of Corporate Governance.

Auditors

Messrs KSA & Co., Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. They have confirmed their eligibility under Section 224(1-B) of the Companies Act, 1956 and willingness to accept the office as Statutory Auditors, if so re-appointed.

Auditors'' Observations

The observations of the Auditors include that speculative loss of Rs. 129.12 lakhs (Rs.85.42 lakhs) on Trading of Foreign Currency treated as Current Assets in Balance Sheet. Due to none charging of speculative loss in the Profit and Loss Account, profit has been overstated by Rs.214.54 lakhs.

As per accounting policy of the Company, this loss will be amortized in five years in equal installments.

Particulars of Employees

The information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, (as amended) is provided in annexed with this report as annexure-B and forms the part of this report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

Additional information on conservation of energy, technology adsorption, foreign exchange earnings and outgo as required Section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed as annexure-A and forms the part of this report.

Directors'' Responsibilities Statement

Pursuant to Section 217(AA) of the Companies Act, 1956, your Directors confirm that:

a) in preparation of the annual accounts for the financial year 2011-2012, the applicable accounting standards have been followed along with the explanations relating to material departures;

b) the Directors had selected such appropriate 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 at March 31,2012 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for the safeguard of the assets of the Company for preventing and detecting fraud and other irregularities; and

d) the Directors had prepared the annual accounts for the financial year ended March 31, 2012 on a going concern basis.

Acknowledgments

Your Directors take this opportunity to thank the Banks, Central and State Government Authorities, Stock Exchange, Regulatory Authorities and stakeholders for their continued co-operation and support to the Company. The Board also wishes to record its appreciation for the contribution made by employees of the Company customer, clients, vendors and other business associates for their continued support.

By the order of the Board Place : Gurgaon Suneel Gupta Sangeeta Gupta

Date : August 7, 2012 Chairman and Managing Director Whole Time Director


Mar 31, 2010

The Directors are pleased to present their Twenty Seventh Annual Report on the affairs of the Company together with the Audited Accounts for the financial year ended on March 31, 2010.

FINANCIAL PERFORMANCE

(Rupees in lakhs)

PARTICULARS 2009-2010 2008-2009

Turnover 2861.47 3618.06

Gross Profit prior to financial overheads and depreciation 408.07 436.43

Financial Overheads 182.59 122.44

Depreciation 133.90 119.50

Profit before Tax and Extra-ordinary Items 91.58 194.49

Extra-ordinary Items 18.44 (12.91)

FBT, Wealth Tax and Deferred Tax Assets (11.40) (72.89)

Profit after Tax-available for appropriation 98.62 108.69

Profit/(Loss) Brought Forward 352.41 243.72

Reduction in calls in Arrears (1.23) 0.00

Transferred to Balance Sheet in Reserve and Surplus 449.80 352.41

Basic Earning Per Share 1.18 1.29

During the year under review, due to tough competition, lack of demand in international market and world wide economic slowdown the turnover of the Company declined by 20.91% from Rs. 3618.06 lakhs in previous year to Rs. 2,861.47 lakhs in current year and, therefore, profit after tax declined by 9.26% from Rs. 108.69 lakhs in previous year to Rs. 98.62 lakhs in the current year.

The detailed discussion on the state of Companys affairs and the performance of operations of the Company is given in the annual report under "Management Discussion and Analysis Report".

DIVIDEND

In view of decline in profits and requirement of funds for future growth of the Company, your Directors do not recommend any dividend for the year under review.

FDtED DEPOSITS

During the year under review, your Company has not invited or accepted any fixed deposit.

DIRECTORS

In accordance with the Companies Act, 1956 Mr. Piyush Gupta and Ms. Pallavi Agarwal are retiring by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

During the year, Mr. Abhinav Gupta son of Mr. Suneel Kumar Gupta, Chairman and Managing Director, was appointed as Director liable to retire by rotation by the members in the Annual General Meeting held on September 30, 2009. His appointment was effective from October 1, 2009.

CORPORATE GOVERNANCE

A detailed note on Corporate Governance as required under the Listing Agreement with the Bombay Stock Exchange Limited (BSE), Mumbai is annexed to this report along with a certificate issued by the Statutory Auditors of the Company in pursuance of Clause 49 of the Listing Agreement in compliance of Corporate Governance.

DIRECTORS RESPONSIBILITIES STATEMENT

Pursuant to Section 217(AA) of the Companies Act, 1956, your Directors confirm that:

a) in preparation of the annual accounts for the financial year 2009-2010, the applicable accounting standards have been followed along with the explanations relating to material departures;

b) the Directors had selected such appropriate 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 at March 31, 2010 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for the safeguard of the assets of the Company for preventing and detecting fraud and other irregularities; and

d) the Directors had prepared the annual accounts for the financial year ended March 31, 2010 on a going concern basis.

AUDITORS

M/s KSA & Co., Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. They have confirmed their eligibility under Section 224(1B) of the Companies Act, 1956 and willingness to accept the office as Statutory Auditors, if so re-appointed.

AUDITORS OBSERVATIONS

The observations of the Auditors are self-explanatory and are suitably explained in various notes to the accounts. They need no further comments.

STATUTORY DISCLOSURES

The information as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, (as amended) is attached with this report and forms the part of this report.

Additional information on conservation of energy, technology adsorption, foreign exchange earnings and outgo as required Section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the co-operation and assistance provided to your Company by various Government/non Government Authorities, Bankers. The Board also place on record its appreciation to the contribution made by employees of the Company. Your Directors thank the stakeholders, customers, clients, vendors and other business associates for their continued support.

By the order of the Board

New Delhi Suneel Kumar Gupta

August 14,2010 Chairman and Managing Director

 
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