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Directors Report of Banaras Beads Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 35th Annual Reports together with the Audited Accounts of the Company for the year ended on 31st March'' 2015.

FINANCIAL RESULTS: 2014-2015 2013-2014 (Rs. in lacs) (Rs. in lacs)

Revenue from Operations 2356.93 2657.15

Net Profit Before Taxation 263.04 349.71

Net Profit after taxation 160.68 258.41

Balance of Profit & Loss Account B/F 886.90 818.25

APPROPRIATIONS:

Transfer to General Reserve 10.00 36.00

Interim Dividend Paid @ 2.5 per Share Dividend Proposed @1.00 per Share 66.36 132.72

Tax on Dividend 10.77 21.53

Depreciation related to earlier years 9.47 0.00

Taxes of earlier Years 0.00 -0.49

Balance of Profit & Loss Account C/F 950.98 886.90

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134(5) of the Companies Act, 2013, the Directors hereby state and confirm -

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 at the end of the financial year and of the profit and loss 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(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.

OPERATION:

During the year the turnover of the Company has been decreased despite taking all reasonable steps.

DIVIDENDS:

Based on the Company''s performance during the year 2014-15, the Board of Directors decided to recommend dividend of Rs.1/- (i.e. 10%) per share amounting to Rs. 7712783 (inclusive of tax of Rs. 1076561). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

TRANSFER TO RESERVES:

The Board of the directors has proposed to transfer Rs. 10.00 Lakhs to the General Reserve out of the amount available for appropriations and an amount of Rs 73.55 lakhs is proposed to be retained in the Profit and Loss Account after provision of proposed dividend and taxes there on. Adjustment of Rs.9.47 Lakhs have been made in the Retained earnings for depreciation on fixed assets whose useful life has been expired before 1.4.2014.

SETTLEMENT OF MANAGEMENT DISPUTES:

As already reported that the decade old disputes between the two Groups of Shareholders namely Raj Kumar Gupta Group and Ashok Kumar Gupta Group stands resolved by order dated 04.07.2007 read with order dated 03.08.2007 passed by the Hon''ble Company Law Board in C.P. No. 14/99. The directions given by the CLB vide the aforesaid two orders were implemented and communicated to the Shareholders as part of Annual Report forming part of published Accounts for the F.Y.2006-2007 and onwards. However in this regard the Special Leave Petition vide no. 25165-25166/2007filed by Shri Ajit Kumar Gupta and others is still pending before Hon''ble Supreme Court for appropriate order. The matter is still pending before Hon''ble Supreme Court for final hearing/decision. Since long back the case is listing in weekly list instead of final list for hearing, company is trying for final hearing at the eeliest. The matter is proposed to come in first week of July, 2015.

The Management does not reasonably expect that the Special Leave Petition, when ultimately concluded and determined, will have a material and adverse effect on the Company''s results of operations or financial condition.

However in view of Hon''ble Supreme Court order Mr. Raj Kumar Gupta illegally stating himself as Executive Director and CEO of the Company, using letter head of Company and sending fake and baseless letters to the Company. The Board has rejected all such illegal and baseless letters of Mr. Raj Kumar Gupta.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s 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 forming part of the Annual Report.

DIRECTORS:

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Ashok Kumar Kapoor, Mr. Praveen Singh and Mr. Tanmay Deva as Independent Directors of the Company. Further in accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of this Annual General Meeting (AGM) of the Company.

Mrs Shalini Chnadra who was appointed as Additional Director as Executive Director on 01.03.2015 and holds the said office till the date of the Annual General Meeting. A notice has been received from a member proposing her candidature for his reappointment.

Mr. Ashok Kumar Gupta, Director, retires by rotation and being eligible has offered himself for re-appointment.

RE- APPOINTMENT OF SHRI ASHOK KUMAR GUPTA, AS MANAGING DIRECTOR.

The Company has filed by complying all relevant provisions and approval of Nomination and Remuneration Committee and approval of board an application before Central Govt. on 18.02.2014 and on 09.08.2014 under Sections 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made there under read with Schedule V to the Companies Act, 2013 to get permission of re- appointment of Shri Ashok Kumar Gupta, as Managing Director a further period of five years, w.e.f. 1st April'' 2014. The same is still pending before Central Government for appropriate decision.

The company has not paid any remuneration to him for want of said approval and if the approval is granted from the date of re appointment, then the company will have to pay remuneration of Rs 24.00 Lakhs and and provident fund contribution amounting to 2.88 Lakhs. The whole amount has been shown as contingent liabilities of the company in note no. 26.

Key Managerial Personnel -

During the year Shri Jai singh has been appointed as Chief Financial officer.

APPOINTMENT OF AUDITORS AND AUDITOR REPORT:

M/s Kamal Kishore & Co., Chartered Accountants, the Auditors of the Company, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s Kamal Kishore & Co., Chartered Accountants, as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the thirty seventh AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. They have confirmed their eligible to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any disqualification, reservation or adverse remark.

SECRETARIAL AUDITOR:

The Board has appointed Mr. P. N. Gupta, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March31, 2015 is annexed herewith marked as Annexure -I to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

The extract of Annual Returns [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] as on the financial year ended on 31.03.2015 is attached as Annexure- II with this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information as per Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as under:

a) Conservation of Energy :

The operations of the Company involve low energy consumption. Adequate measures have been taken to conserve the energy.

b) Technological Absorption:

The Company has imported machines from China and Check Republic to upgrades its technological inputs for its products. However presently company has no collaboration arrangement with any foreign organization.

c) Foreign Exchange Earning and Outgo:

The actual foreign exchange earnings (inflow) of the Company during the financial year has been Rs 1651.87 lakhs from Exports of Glass Beads, Hand knotted Carpets, Handicrafts and other items. The actual foreign Exchange Outflow during the year has been Rs. 223.08 lakhs for the import of materials, foreign traveling expenses and other sales promotional activities.

CORPORATE GOVERNANCE:

Corporate Governance Report, Management Discussion and Analysis statement and Business Responsibility Report and a certificate from the Auditors confirming compliance are annexed herewith to this report.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

Number of meeting of board

Four Board Meetings were held during the F.Y. on 29th May'' 2014, 31st July, 2014, 30th October , 2014 & 22nd January, 2015.

Statement of declaration given by independent directors U/s 149 (6).

All the Independent Directors have given their declaration as per Section 149(7) that they meet the criteria of independence as provided in section 149(6) of the Companies Act 2013.

Policy on directors'' appointment and remuneration-

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31.03.2015, the board consists of 6 members, three of whom are executive or whole-time directors including one woman and three are independent directors.

The policy of the company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of section 178 of the Companies Act, 2013. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

FIXED DEPOSITS:

We have not accepted any fixed deposits and as such, no amount of principal interest was outstanding as of the balance sheet date.

Particulars of employees as per Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 -

The company did not have any employee covered by the provisions of Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

FINANCE

The Company has repaid loan taken from Bank of Baroda and Yes Bank has sanctioned fresh limits of Rs. 1500.00 lakhs during the year and the amount of loan outstanding as on 31.3.2015 was Rs.1494.43 lakhs.

DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 (4) OF THE COMPANIES ACT, 2013.

Loans given and Investments made are given under the respective heads.

No Corporate Guarantees given by the Company in respect of loans as at 31st March, 2015.

Particulars of contract U/s 188

Transactions, i.e. the Company''s transactions that are of material nature, with its Promoters, Directors and the management, their relatives or subsidiaries, among others that may have potential conflict with the Company''s interests at large.

During the period under review, the Company had not entered into any material transaction with any of its related parties. None of the transactions with any of related parties were in conflict with the Company''s interest. Attention of members is drawn to the disclosure of transactions with related parties set out in Note No. 27 of Financial Statements, forming part of the Annual Report. The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectoral specialization and the Company''s long-term strategy for sectoral investments, optimization of market share, profitability, legal requirements, liquidity and capital resources of subsidiaries and associates.

All related party transactions are negotiated on an arm''s length basis, and are intended to further the Company''s interests.

Corporate social responsibility

The Provision of Social Responsibility is not applicable to the Company.

Evaluation report on capital

The Provision of Evaluation on Capital is not applicable to the Company. Besides that the Board met time to time and appraised performance of the Company. The ways and means were made to increase the business and growth of the Company.

MATERIAL CHANGES :

No material changes were made during the year which affects the financial and commitments of the Company.

INTERNAL FINANCIAL CONTROLS:

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 were observed.

CREDIT RATING :

The company had been recognized/rated as " ICRA SME 2" by ICRA Ltd. Expired on 26.3.2015 and the same is under renewal process.

TRADING OF SHARES UNDER "B" GROUP:

The shares of your Company are presently being traded with BSE and NSE Stock Exchanges under "B" Group.

ACKNOWLEDGMENT:

The Directors wish to place on record their sincere appreciation of the devoted and efficient services rendered by all officers, employees and others associated with the Company.

By order of the Board of Directors For BANARAS BEADS LTD.

Sd/- Place : VARANASI (Ashok Kumar Gupta) Date : 25 05. 2015 Chairman & Director


Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 33rd Annual Reports together with the Audited Accounts of the Company for the year ended on 31st March'' 2013.

FINANCIAL RESULTS:

2012-2013 2011-2012 (Rs. in lacs) (Rs. in lacs)

Revenue from Operations 2768.27 3386.20

Net Profit Before Taxation 402.67 596.74

Net Profit after taxation 330.75 473.41

Balance of Profit & Loss Account B/F 753.95 636.55

APPROPRIATIONS:

Transfer to General Reserve 50.00 47.50

Interim Dividend Paid @ 2.5 per Share 165.91 165.91

Final Dividend Proposed @ 1.5 per Share 0 99.54

Tax on Dividend 26.91 43.06

Taxes of earlier Years 23.63 0.00

Balance of Profit & Loss Account C/F 818.25 753.95

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm -

a) That in preparation of Annual Accounts for the F.Y. ended on 31.03.2013, the applicable accounting standards have been followed ;

b) That the directors 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 at the end of the financial year and of the Profit & Loss Accounts of the Company.

c) That 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 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) That the Directors have prepared the Annual Accounts on a "going concern" basis. OPERATION:

During the year the turnover of the Company has declined by 16.92% as the export industry is also facing consequential effect of global slowdown.

DIVIDENDS:

Based on the Company''s performance during the year 2012-2013, the Board of Directors decided to make payment an interim dividend of Rs. 2.50/- per share and not recommend for final dividend.

TRANSFER TO RESERVES

The Board of the directors has proposed to transfer Rs. 50.00 Lakhs to the General Reserve out of the amount available for appropriations and an amount of Rs 64.30 lakhs after adjustment of Rs.23.63 Lakhs of Earlier year taxes is proposed to be retained in the Profit and Loss Account.

SETTLEMENT OF MANAGEMENT DISPUTES:

As already reported that the decade old disputes between the two Groups of Shareholders namely Raj Kumar Gupta Group and Ashok Kumar Gupta Group stands resolved by order dated 04.07.2007 read with order dated 03.08.2007 passed by the Hon''ble Company Law Board in C.P. No. 14/99. The directions given by the CLB vide the aforesaid two orders were implemented and communicated to the Shareholders as part of Annual Report forming part of published Accounts for the F.Y.2006-2007 and onwards. However in this regard the Special Leave Petition vide no. 25165- 25166/2007filed by Shri Ajit Kumar Gupta and others is still pending before Hon''ble Supreme Court for appropriate order.

DIRECTORS:

Shri Ashok Kumar Kapoor retires from Board of Directors by rotation in accordance with the provisions of the Companies Act and being eligible, offers himself for re-appointment.

RE-APPOINTMENT OF AUDITORS:

M/s Kamal Kishore & Co., Chartered Accountants, the Auditors of the Company, who hold office upto the conclusion of the Annual General Meeting, are eligible for re-appointment and have expressed their willingness to accept the office if re-appointed as Auditors of the Company. M/s Kamal Kishore & Co., Chartered Accountants have under Section 224(1) of the Companies Act, 1956 furnished a Certificate of their eligibility for re-appointment and they hold valid certificate of having Peer Reviewed of their firm.

PARTICULARS OF EMPLOYEES:

The company did not have any employee covered by the provisions of Section 217(2A) of the Companies Act'' 1956, read with Companies (Particulars of Employee) Rules 1975 for F.Y. 2012-2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information as per Section 217 (1) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the Report of Board of Directors) Rules, 1988 are furnished as under:

a) Conservation of Energy : The operations of the Company involve low energy consumption. Adequate measures have been taken to conserve the energy.

b) Technological Absorption: The Company has imported machines from China and Check Republic to upgrades its technological inputs for its products. However presently company has no collaboration arrangement with any foreign organization.

c) Foreign Exchange Earning and Outgo:

The foreign exchange earnings of the Company during the financial year has been Rs 2013.30 lakhs from Exports of Glass Beads, Hand knotted Carpets, Handicrafts and other items. The foreign Exchange Outflow during the year has been Rs. 423.71 lakhs for the import of materials, foreign traveling expenses and other sales promotional activities.

CORPORATE GOVERNANCE:

Corporate Governance Report, Management Discussion and Analysis statement and Business Responsibility Report and a certificate from the Auditors confirming compliance are attached to this report.

FIXED DEPOSITS :

The Company has not accepted any fixed deposits during the year.

FINANCE

The Company had availed loans of Rs. 480.67 Lacs from Bank during the F.Y. ended on 31.03.2013.

CREDIT RATING :

The company has been recognized/rated as " ICRA SME 2" by ICRA Ltd.

TRADING OF SHARES UNDER "B" GROUP:

The shares of your Company are presently being traded with BSE and NSE Stock Exchanges under "B" Group on Periodic Call Auction basis.

ACKNOWLEDGMENT:

The Directors wish to place on record their sincere appreciation of the devoted and efficient services rendered by all officers, employees and others associated with the Company.

By order of the Board of Directors

For BANARAS BEADS LTD.

Sd/-

Place : VARANASI (Ashok Kumar Gupta)

Date : 30. 05. 2013 Chairman & Managing Director


Mar 31, 2012

The Directors are pleased to present the 32nd Annual Reports together with the Audited Accounts of the Company for the year ended on 31st March 2012.

FINANCIAL RESULTS:

2011-2012 2010-2011 (Rs. in lacs) (Rs. in lacs)

Revenue from Operations 3386.20 3863.28

Net Profit Before Taxation 596.74 555.46

Net Profit after taxation 473.41 495.15

Balance of Profit & Loss Account B/F 636.55 327.33

APPROPRIATIONS:

Transfer to General Reserve 47.50 -

Interim Dividend Paid @ 2.5 per Share 165.91 -

Final Dividend Proposed @ 1.5 per Share 99.54 -

Tax on Dividend 43.06 -

Balance of Profit & Loss Account C/F 753.95 636.55

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm -

a) That in preparation of Annual Accounts for the F.Y. ended on 31.03.2012, the applicable accounting standards have been followed;

b) That the directors 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 at the end of the financial year and of the Profit & Loss Accounts of the Company.

c) That 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 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) That the Directors have prepared the Annual Accounts on a "going concern" basis.

OPERATION:

During the year the turnover of the Company has declined by 14.23% as the export industry is also facing consequential effect of global slowdown.

DIVIDENDS :

Based on the Company's performance during the year 2011-2012, the Board of Directors decided to make payment of interim dividend and to recommend final dividend.

In September, 2011, the company has paid an interim dividend of Rs. 2.50/- per share.

The Board of Directors have recommended a final dividend of Rs. 1.50/- per share.

The final dividend on the Equity Shares, if approved by the member would involve a cash outflow of Rs. 115.69 Lakhs including dividend tax. The total cash outflow on account of dividend including dividend tax for the year 2011-2012 including interim dividends Rs. 16590555/- already paid, would aggregate Rs. 30851132 /- resulting in a payout of 65.17 % of the net profit of the Company.

TRANSFER TO RESERVES

The Board of the directors have proposed to transfer Rs. 47.50 Lakhs to the General Reserve out of the amount available for appropriations and an amount of Rs 117.40 lakhs is proposed to be retained in the Profit and Loss Account.

SETTLEMENT OF MANAGEMENT DISPUTES:

As already reported that the decade old disputes between the two Groups of Shareholders namely Raj Kumar Gupta Group and Ashok Kumar Gupta Group stands resolved by order dated 04.07.2007 read with order dated 03.08.2007 passed by the Hon'ble Company Law Board in C.P. No. 14/99. The directions given by the CLB vide the aforesaid two orders were implemented and communicated to the Shareholders as part of Annual Report forming part of published Accounts for the F.Y.2006-2007 and onwards. However in this regard the Special Leave Petition vide no. 25165- 25166/2007filed by Shri Ajit Kumar Gupta and others is still pending before Hon'ble Supreme Court for appropriate order.

DIRECTORS:

Shri Tanamy Deva retires from Board of Directors by rotation in accordance with the provisions of the Companies Act and being eligible, offers himself for re-appointment.

RE-APPOINTMENT OF AUDITORS:

M/s Kamal Kishore & Co., Chartered Accountants, the Auditors of the Company, who hold office upto the conclusion of the Annual General Meeting, are eligible for re-appointment and have expressed their willingness to accept the office if re-appointed as Auditors of the Company. M/s Kamal Kishore & Co., Chartered Accountants have under Section 224(1) of the Companies Act, 1956 furnished a Certificate of their eligibility for re-appointment and they hold valid certificate of having Peer Reviewed of their firm.

The company did not have any employee covered by the provisions of Section 217(2A) of the Companies Act' 1956, read with Companies (Particulars of Employee) Rules 1975 for F.Y. 2011-2012.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information as per Section 217 (1) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the Report of Board of Directors) Rules, 1988 are furnished as under:

a) Conservation of Energy :

The operations of the Company involve low energy consumption. Adequate measures have, however, been taken to conserve the energy.

b) Technological Absorption:

The Company has its own technological inputs for its products, developed in house with the efforts of experienced staffs and the same have been upgraded from time to time. However presently company has no collaboration arrangement with any foreign organization.

c) Foreign Exchange Earning and Outgo:

The foreign exchange earnings of the Company during the financial year has been Rs 2912.46 lakhs from Exports of Glass Beads, Hand knotted Carpets, Handicrafts and other items. The foreign Exchange Outflow during the year has been Rs. 211.28 lakhs for the import of materials, foreign traveling expenses and other sales promotional activities.

CORPORATE GOVERNANCE:

Corporate Governance Report and Management Discussion and Analysis statement and a certificate from the Auditors confirming compliance are attached to this report.

FIXED DEPOSITS :

The Company has not accepted any fixed deposits during the year.

FINANCE

The Company had availed loans of Rs. 636.99 from Bank during the F.Y. ended on 31.03.2012.

REVOCATION OF SUSPENSION AND TRADING OF SHARES :

The Bombay Stock Exchange has revoked suspension w.e.f. 19.08.2011 under "I" group and NSE has revoked suspension w.e.f. 15.12.2011 the shares are presently being traded with both stock exchanges.

ACKNOWLEDGMENT:

The Directors wish to place on record their sincere appreciation of the devoted and efficient services rendered by all officers, employees and others associated with the Company.

By order of the Board of Directors

For BANARAS BEADS LTD.

Place : VARANASI (Ashok Kumar Gupta)

Date : 30. 05. 2012 Chairman & Managing Director


Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the 31 st Annual Reports together with the Audited Accounts of the Company for the year ended on 31st March' 2011.

FINANCIAL RESULTS:

2010-2011 2009-2010 (Rs. in lacs) (Rs. in lacs)

TOTAL TURNOVER 3518.33 3327.32

Net Profit Before Taxation 555.46 467.89

Provision for Taxation 60.31 13.60

Net Profit after taxation 495.15 454.28

Balance of Profit & Loss Account B/F 327.33 -92.03

Deferred Tax Adjustment -185.93 -34.92

Balance of Profit & Loss Account C/F 636.55 327.33

APPROPRIATIONS:

Proposed Dividend NIL NIL

Transfer to General Reserve NIL NIL

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm -

a) That in preparation of Annual Accounts for the F.Y. ended on 31.03.2011, the applicable accounting standards have been followed;

b) That the directors 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 at the end of the financial year and of the Profit & Loss Accounts of the Company.

c) That 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 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) That the Directors have prepared the Annual Accounts on a "going concern" basis.

OPERATION:

During the year the turnover of the Company has been increased by 5.74 % besides facing all adverse situation.

DIVIDENDS:

No dividend has been recommended for the year.

SETTLEMENT OF MANAGEMENT DISPUTES:

As already reported that the decade old disputes between the two Groups of Shareholders namely Raj Kumar Gupta Group and Ashok Kumar Gupta Group stands resolved by order dated 04.07.2007 read with order dated 03.08.2007 passed by the Hon'ble Company Law Board in C.P. No. 14/99. The directions given by the CLB vide the aforesaid two orders were implemented and communicated to the Shareholders as part of Annual Report forming part of published Accounts for the F.Y.2006-2007 and onwards. However in this regard the Special Leave Petition vide no. 25165- 25166/2007 filed by Shri Ajit Kumar Gupta and others is still pending before Hon'ble Supreme Court for appropriate order.

DIRECTORS:

Shri Praveen Singh retires from Board of Directors by rotation in accordance with the provisions of the Companies Act and being eligible, offers himself for re-appointment.

RE-APPOINTMENT OF AUDITORS:

M/s Kamal Kishore & Co., Chartered Accountants, the Auditors of the Company, who hold office upto the conclusion of the Annual General Meeting, are eligible for re-appointment and have expressed their willingness to be re-appointed as Auditors of the Company. M/s Kamal Kishore & Co., Chartered Accountants have under Section 224(1) of the Companies Act, 1956 furnished a Certificate of their eligibility for re-appointment and they hold valid certificate of having Peer Reviewed of their firm.

PARTICULARS OF EMPLOYEES:

The company did not have any employee covered by the provisions of Section 217(2A) of the Companies Act' 1956, read with Companies (Particulars of Employee) Rules 1975 for F.Y. 2010-2011.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information as per Section 217 (1) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the Report of Board of Directors) Rules, 1988 are furnished as under:

a) Conservation of Energy:

The operations of the Company involve low energy consumption. Adequate measures have, however, been taken to conserve the energy.

b) Technological Absorption:

The Company has its own technological inputs for its products, developed in house with the efforts of experienced staffs and the same have been upgraded from time to time. However presently company has no collaboration arrangement with any foreign organization.

c) Foreign Exchange Earning and Outgo:

The foreign exchange earnings of the Company during the financial year has been Rs 3292.16 lacs from Exports of Glass Beads, Hand knotted Carpets, Handicrafts and other items. The foreign Exchange Outflow during the year has been Rs. 351.35 lacs for the import of materials, foreign traveling expenses and other sales promotional activities.

CORPORATE GOVERANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance has been setup, which is ensuring proper implementations of the relevant requirements. A report on Corporate Governance and a certificate from the Auditors confirming compliance is part of this Report.

AWARDS / RECOGNITIONS :

The company has received a Special Export Award from CAPEXIL on 4th March, 2011 for SSI Sector in recognition of Export achievement in respect of Glass Beads & False Pearls for the year 2009-2010.

By EPCH Lifetime achievement award to the Chairman & Managing Director of the company for outstanding contribution to the promotion of fashion jewelry accessories. Udayami Samman - 2010 by Zee News Uttar Pradesh.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits during the year.

REVOCATION OF SUSPENSION OF TRADING:

After long persuasion with the Bombay Stock Exchange, the BSE has agreed in principle to revoke the suspension of trading wide their letter dated 28.3.2011 subject to fulfillment of certain conditions. All the requirements of BSE has been complied by the company by 20.4.2011 and now final order for revocation is awaited. However the revocation of suspension of trading with National Stock Exchange is still under process.

ACKNOWLEDGMENT:

The Directors wish to place on record their sincere appreciation of the devoted and efficient services rendered by all officers, employees and others associated with the Company.

By order of the Board of Directors For BANARAS BEADS LTD.

(Ashok Kumar Gupta) Chairman & Managing Director

Place : VARANASI Date : 01.07. 2011








Mar 31, 2010

The Directors are pleased to present the 30lh Annual Reports together with the Audited Accounts of the Company for the year ended on 31st March 2010.

FINANCIAL RESULTS:

2009-2010 2008-2009

(Rs. in lacs) (Rs. in lacs)

TOTAL TURNOVER 3327.32 2350.18

Net Profit Before Taxation 467.89 324.44

Provision for Taxation 13.60 2.05

Net Profit after taxation 454.28 322.39

Excess Provision of Taxation written back 0 0.40

Balance of Profit & Loss Account B/F -92.03 -386.78

Deferred Tax Adjustment -34.92 -28.05

Balance of Profit & Loss Account C/F 327.33 -92.03

APPROPRIATIONS:

Proposed Dividend NIL NIL

Transfer to General Reserve NIL NIL

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm -

a) That in preparation of Annual Accounts for the FY. ended on 31.03.2010, the applicable accounting standards have been followed;

b) That the directors selected such accounting policies and applied them consistently and made judgments and estimates, Jhat are 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 & Loss Accounts of the Company.

c) That 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 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) That the Directors have prepared the Annual Accounts on a "going concern" basis. OPERATION:

During the year the turnover of the Company has been increased by 41.58% besides facing all adverse situation and competition with China.

DIVIDENDS:

Due to adjustment of carried forward losses during the year, no dividend has been recommended for the year.

SETTLEMENT OF MANAGEMENT DISPUTES:

As already reported that the decade old disputes between the two Groups of Shareholders namely Raj Kumar Gupta Group and Ashok Kumar Gupta Group stands resolved by order dated 04.07.2007 read with order dated 03.08.2007 passed by the Honble Company Law Board in C.P. No. 14/99. The directions given by the CLB vide the aforesaid two orders were implemented and communicated to the Shareholders as part of Annual Report forming part of published Accounts for the F. Y.2006-2007 and onwards. However in this regard the Special Leave Petition field by Shri Ajit Kumar Gupta and others is still pending before Honble Supreme Court for appropriate order.

DIRECTORS:

Shri Ashok Kumar Kapoor retires from Board of Directors by rotation in accordance with the provisions of the Companies Act and being eligible, offers himself for re-appointment.

Mr. Siddharth Gupta was appointed as an Additional Director by Board of the Company with effect from 08.07.2010 and he may hold the office of Director up to the date of forthcoming Annual General Meeting. The Company has received a notice in writing from a member proposing the candidature of Mr. Siddharth Gupta for the office of a Director.

Mr. Siddharth Gupta has been appointed as Whole Time Director by Board on 08.07. 2010. His remuneration and appointment is subject to approval of Members.

RE-APPOINTMENT OF AUDITORS:

M/s Kamal Kishore & Co., Chartered Accountants, the Auditors of the Company, who hold office upto the conclusion of the Annual General Meeting, are eligible for re-appointment and have expressed their willingness to be re-appointed as Auditors of the Company. M/s Kamal Kishore & Co., Chartered Accountants have under Section 224(1) of the Companies Act, 1956 furnished a Certificate of their eligibility for re-appointment and they hold valid certificate of having Peer Reviewed of their firm.

PARTICULARS OF EMPLOYEES:

The company did not have any employee covered by the provisions of Section 217(2A) of the Companies Act 1956, read with Companies (Particulars of Employee) Rules 1975 for F.Y. 2009-2010.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information as per Section 217 (1) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the Report of Board of Directors) Rules, 1988 are furnished as under:

a) Conservation of Energy :

The operations of the Company involve low energy consumption. Adequate measures have, however, been taken to conserve the energy.

b) Technological Absorption:

The Company has its own technological inputs for its products, developed in house with the efforts of experienced staffs and the same have been upgraded from time to time. However presently company have no collaboration arrangement with any foreign organization.

c) Foreign Exchange Earning and Outgo:

The foreign exchange earnings of the Company during the financial year has been Rs 3029.27 lacs from Exports of Glass Beads, Hand knotted Carpets, Handicrafts and other items. The foreign Exchange Outflow during the year has been Rs. 341.64 lacs for the import of materials, foreign traveling expenses and other sales promotional activities.

CORPORATE GOVERANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance has been setup, which is ensuring proper implementations of the relevant requirements. A report on Corporate Governance and a certificate from the Auditors confirming compliance is part of this Report.

FIXED DEPOSITS :

The Company has not accepted any fixed deposits during the year.

ACKNOWLEDGMENT.

The Directors wish to place on record their sincere appreciation of the devoted and efficient services rendered by all officers, employees and others associated with the Company.

By order of the Board of Directors

For BANARAS BEADS LTD.

Place : VARANASI (Ashok Kumar Gupta)

Date : 08. 07. 2010 Chairman & Managing Director


Mar 31, 2001

The Directors are presenting the 21st Annual Reports together with the Audited Statements of Accounts of the Company for the year ended on 31st March, 2001. The Managements dispute is still going on. The said Accounts have been finalised and audited after the intervention of Honble Company Law Board, dated 02.07.2002.

FINANCIAL RESULTS;

2000-2001 1999-2000 (Rs. in lacs)

TOTAL TURNOVER 653.65 1037.82

Profit for the year (Before Taxation) (237.23) (84.12)

Add: Prior period Adjustment/Transfer Net - (1.16)

Less: Provision for taxation NIL NIL

Net Profit for the year (237.24) (85.28)

Less: Prior Period Adjustments/ Transfer (Net) NIL NIL

Available for Appropriation (Loss) (237.24) (85.28)



APPROPRIATIONS

Payment for Taxes NIL NIL

Proposed Dividend NIL NIL

Transfer to General Reserve NIL NIL

Profit & Loss Account Adj with General Reserve (237.24) (85.28)

DIRECTORS RESPONSIBILITY STATEMENT:

Further the Directors hereby state and confirm regarding Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956 :-

a) that in preparation of Annual Accounts for the F.Y. ended on 31.03.2001, the applicable accounting standards have been followed ;

b) that the directors selected such accounting policies and applied them consistently and made judgements and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the Profit & Loss Accounts of the Company.

c) that the Directors have taken proper and sufficient care for the maintained of adequate accounting records in accordance with the provisions of the Companies Act, 1956 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities ;

d) that the Directors have prepared the Annual Accounts on a "going concern" basis.

OPERATION:

Turnover of the Company has been declined by 37.01 % (Turnover of Varanasi office declinded by 34.19 % and Delhi office delcined by 55.06%). The dispute between the Management have adversely affected the growth of the Company. Your directors are continuously trying to come out this situation.

DIVIDENDS :

Due to unprecedented reasons the Company has suffered heavy loss during the year under review. Hence no dividend has been recommended for this year.

DIRECTORS:

Shri Ashok Kumar Kapoor was re-appointed as the director in the Annual General Meeting held on 27.09.2001.

AUDITORS & AUDITORS REPORT:

At the Annual General Meeting held on 27th September, 2001 M/s Kamal Kishore & Co., Chartered Accountants, Varanasi were appointed as Statutory Auditors of the Company to hold office from the conclusion of that meeting until the conclusion of the next Annual General Meeting in glace of M/s R.P. Pandey & Company, Chartered Accountants, Varanasi.

The notes of Accounts referred to in the Auditors Reports are self explanatory and therefore do not call for any further comments.

PARTICULARS OF EMPLOYEES;

Name of the employees of the company is covered by Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules 1975, as amended do not apply to your Company since no employee of the Company falls within the limits stipulated under the said Rules.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:

Information as per Section 217 (l)(e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the Report of Board of Directors) Rules, 1988 are furnished as under.

a) Conservation of Energy:

The company is engaged in the cottage industrial activity which involves totally manual process. Hence the energy consumption for the product in which Company is dealing is almost negligible. However, your Company has suitable arrangement and it is conscious to conserve energy wherever possible.

b) Technological Absorption:

The Company has no collaboration arrangement with any foreign organisation at the present moment. All its technological inputs are developed in house with the efforts of experienced staff who are continuously making efforts to upgrade the quality of the products.

c) Foreign Exchange Earning and Outgo :

The foreign exchange earnings of the Company during the has been Rs.426.50 lacs from Exports of Glass Beads, Hand knotted Capets, Handicrafts and other items. The foreign Exchange Outflow during the year has been of Rs. 136.08 lacs for the import of materials, foreign traveling expenses and other sales promotional activities.

INDUSTRIAL RELATIONS:

Industrial relation with the employees remained cordial through out the year, your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives, staff and workmen at all levels.

ACKNOWLEDGMENT:

The Director wish to place on record their sincere appreciation of the devoted and efficient services rendered by all officers and emoloyees of the Company.

By order of the Board of Directors for BANARAS BEADS LTD.,

(Ashok Kumar Gupta) Chairman & Managing Director

Place: VARANASI Date :--10.03.2003


Mar 31, 2000

The Directors are presenting the 20th Annual Reports together with the Audited Statements of Accounts of the Company for the year ended on 31st March, 2000. The Managements dispute is still going on. The said Accounts have been finalised and audited after the intervention of Honble Company Law Board, dated 02.07.2002.

FINANCIAL RESULTS:

1999-2000 1998-99

(Rs.in lacs)

TOTAL TURNOVER 1037.82 1008.94

Profit for the year (Before Taxation) (84.12) (952.20)

Add: Prior period Adjustment/Transfer Net (1.16) (121.57)

Less: Provision for taxation NIL NIL

Net Profit for the year (85.28) (1073.78) Less: Prior Period Adjustments/Transfer (Net)

Available for Appropriation (Loss) (85.28) (1073.78)

APPROPRIATIONS

Payment for Taxes NIL NIL

Proposed Dividend NIL NIL

Transfer to General Reserve NIL NIL

Profit & Loss Account Adj.with General Resereve (85.28) (1073.78)

DIRECTORS RESPONSIBILITY STATEMENT:

Further the Directors hereby state and confirm regarding Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956 :-

a) that in preparation of Annual Accounts for the F.Y. ended on 31.03.2000, the applicable accounting standards have been followed;

b) that the directors selected such accounting policies and applied them consistently and made judgements and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the Profit & Loss Accounts of the Company.

c) that the Directors have taken proper and sufficient care for the maintained of adequate accounting records in accordance with the provisions of the Companies Act, 1956 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities

d) that the Directors have prepared the Annual Accounts on a "going concern" basis.

OPERATION:

Turnover of the Company has been incereased by 2.86% (Turnover of Varanasi office increased by 18.62 % and Delhi office declined by 44.34%). The dispute between the Management have been adversely affected the growth of the Company. Your directors are continuously trying to come out this situation.

DIVIDENDS :

Due to unprecedented reasons the Company has suffered heavy loss during the year under review. Hence no dividend has been recommended for this year.

DIRECTORS:

Shri Praveen Singh was re-appointed as the director in the Annual General Meeting held on 30.09.2000.

AUDITORS & AUDITORS REPORT:

At the Annual General Meeting held on 27th September, 2001 M/s Kamal Kishore & Co., Chartered Accountants, Varanasi were appointed as Statutory Auditors of the Company to hold office from the conclusion of that meeting until the conclusion of the next Annual General Meeting in place of M/s R.P. Pandey & Company, Chartered Accountants, Varanasi.

The notes of Accounts referred to in the Auditors Reports are self explanatory and therefore do not call for any further comments.

PARTICULARS OF EMPLOYEES :

Name of the employees of the company is covered by Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules 1975, as amended do not apply to your Company since no employee of the Company falls within the limits stipulated under the said Rules.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:

Information as per Section 217 (l)(e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the Report of Board of Directors) Rules, 1988 are furnished as under.

a) Conservation of Energy:

The company is engaged in the cottage industrial activity which involves totally manual process. Hence the energy consumption for the product in which Company is dealing is almost negligible. However, your Company has suitable arrangement and it is conscious to conserve energy wherever possible.

b) Technological Absorption:

The Company has no collaboration arrangement with any foreign organisation at the present moment. All its technological inputs are developed in house with the efforts of experienced staff who are continuously making efforts to upgrade the quality of the products.

c) Foreign Exchange Earning and Outgo :

The foreign exchange earnings of the Company during the has been Rs.995.23 lacs from Exports of Glass Beads, Hand knotted Carpets, Handicrafts and other items. The foreign Exchange Outflow during the year has been of Rs.35.01 lacs for the import of materials, foreign traveling expenses and other sales promotional activities.

INDUSTRIAL RELATIONS:

Industrial relation with the employees remained cordial through out the year, your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives, staff and workmen at all levels.

ACKNOWLEDGMENT:

The Director wish to place on record their sincere appreciation of the devoted and efficient services rendered by all officers and employees of the Company.

By order of the Board of Directors for BANARAS BEADS LTD.,

(Ashok Kumar Gupta) Chairman & Managing Director

Place: VARANASI Date : 10.03.2003

 
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