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Directors Report of Bharat Textiles & Proofing Industries Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting their 25th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. FINANCIAL RESULTS IN STANDALONE BASIS: '

During the year under review your company has achieved the following financial results:

IN (LAKHS )

particular year ended year ended 31.03.2015 31.03.2014

Total Income 795.23 805.52

Total Expenditure 791.38 800.75

Profit/(Loss) before tax (PBT) 3.85 4.77

Provision for Taxation 0.80 1.06

Net Profit/(Loss) 11.77 0.97

Earning per share 0.20 0.02

2. PERFORMANCE OF THE COMPANY:

The revenue from operations for the Financial year 2014-15 is Rs. 77,867,310/- as compared to revenue of Rs. 77,161,119/- for the Financial year 2013-14.

BTPIL is proudly one of the leading exporters of canvas fabric. Over the years the Company have earned a respectable reputation for our Quality consistency and services. The Company normally export our products to Australia, Dubai, U.K., U.S.A., Sri Ian ka, West Indies, South Africa, Algeria, New Zealand, U.A.E. Etc.

RANGE OF PRODUCTS INCLUDES:

* Truck Covers

* Grey cotton canvas/duck

* Polyester-Cotton, 100% Polyester Canvas

* Chemically processed canvas

* Waterproof, Rot proofed canvas

* Fire Retardant Canvas

* Army ducks and Number ducks

* Relief Tents

* Bags, Tents, Sleeping Bag Materials Etc.,

Company's new factory is under construction in Tada, it will start functioning from next year. Company has high expectations from the new factory.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

Our Company has not deviated its line of business activity nor has expanded the area of activities; therefore, there is no change in the nature of business for the year under review.

4. DIVIDEND

In view of the results achieved and to conserve the resources of the company for the future expansion, modernization & working capital purpose, your directors do not recommend any dividend for this year.

5. RESERVES

The Company has no reserves for the financial year 2014-15 and the balance of the Reserves lying in the Company's account is running into negative balance of Rs. (474. 16) lakhs.

6. SHARE CAPITAL

There is no further issue of shares during the year 2014-15.The Capital structure of the Company is as follows:

Share Capital 31.03.2015 31.03.2014

(a) Authorised share Capital

1,60,00,000 Equity Shares of Rs 10/- each 160,000,000 160,000,000

(b) Issued, Subscribed and fully paid up share capital

58,57,140 fully paid Equity Shares of Rs 10/- each 58,571,400 58,571,400

58,571,400 58,571,400

7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has no subsidiaries, associate and joint ventures, therefore, disclosing the names of the respective entities does not arise.

8. MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY, OCCURRING AFTER BALANCE SHEET DATE

There are no material changes or commitments likely to affect the financial position of the Company which is having an impact on the functioning and working of the Company. The operations of the Company have been effectively being managed and the Management shall review the performance from time to time in order to monitor the business activities of the Company.

9. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees and investments under Section 186 of the Companies Act, 2013 during the year 2014-15. .

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES TO REFERRED TO IN SUB SECTION (I) OF SECTION 188 OF THE COMPANIES ACT, 2013

All transactions entered by the Company during the Financial year 2014-15 with related parties were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the act Approval of Audit committee was taken for entering into transaction with related parties and the transactions were reviewed on a quarterly basis.

Form AOC-2 disclosing the particulars of contracts/arrangements entered into by the Company with related parties including the arm's length transaction has been enclosed.

11. DEPOSITS

The Company has not accepted any deposits hence the directives issued by Reserve bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 are not applicable to the company.

12. INTERNAL AUDITORS

The Company has carried out the internal audit for every quarter during the year 2014-15 by M/S. A.K. Lunawath & Associates, Chartered Accountants and the reports issued by the respective Auditor have also been considered and taken on record.

13. STATUTORY AUDITORS

The Auditors of your Company, M/s. Sakaria & Associates, Chartered Accountants, hold office until the conclusion of the Twenty Fifth Annual General Meeting and, being eligible, offer themselves for re-appointment as the Auditors of your Company for the financial year 2015-16.The Company has received the consent from the Auditors for their appointment for the respective year.

The Auditor's report on the financial statements for the year 2014-15 does not contain arty qualification or adverse remark.

14. COST AUDITORS.

Cost Audit is not applicable to the Company. The Central government has not specified maintenance of cost records for the Company under sub - section (I) of section 148 of the Companies act 2013. Therefore, there is no requirement for appointment of Cost Auditors. '

15. SECRETARIAL AUDIT REPORT

Pursuant to provisions of Section 204 of the Companies act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, the Company has appointed M/S. JM & Associates represented by Mr. Soy Joseph and Sony George Mathew as the Secretarial Auditors of the Company for the financial year 2014-15.

The report of Secretarial Audit for 2014-15 is attached herewith as annexure.

16. DIRECTORS* RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies act, 2013, the Board of Director's to the best of their knowledge and ability, confirm that:

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

ii. 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;

iii. 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;

iv. had prepared the annual accounts on a going concern basis; and

v. had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. 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. '

17. COMPOSITION OF BOARD

The Company has in all 6 Directors with considerable professional experience in divergent areas connected with corporate functioning. The Board is headed by Mr. Ajeet Kumar, Managing Director and Mr. Anil Bhandari, Whole-time Director of the Company who are entrusted with the substantial powers of the management of the Company subject to the superintendence, control and directions of the Board and has Ms. Shikha Bhandari as Women Director on the Board.The Board has three Non-executive Independent Directors namely Mr. Rajesh Gurdas Wadhwa, Mr. Mahendrakurhar Bhandari and Mr. S.Vinod Kumar thereby complying with the provisions of Clause 49 of the Listing Agreement.

Name of Director Category of No. of Director- No. of Equity Director ships in Shares held other bodies

corporate

Mr.Ajeet Kumar P/MD NIL 4,74,770

Mr. Anil Bhandari P/ED NIL 76,400

Mr. Rajesh Gurdas l/NED I NIL Wadhwa

Mr. Mahendra Kumar Bhandari l/NED NIL NIL

Mr. S.Vinod Kumar l/NED NIL NIL

Ms. Shikha Bhandhari NED NIL NIL

P Promoter MD Managing Director

ED Executive NED Non-Executive Director Director

I Independent - -

The Directorships held by the Directors as mentioned above do not include Alternate Directorships and Directorships held in Foreign Companies, Companies registered under Section 8 of the Companies Act, 2013 and Private Limited Companies.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the Annual General Meeting of the Company held on 27* September, 2014, the members had approved the appointments of Mr. S. Vinod Kumar, Mr. Rajesh Gurdas Wadhwa and Mr. Mahendra Kumar Bhandari as Independent Directors for a term of five years from 27* September, 2014. All the Independent Directors have given declarations that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the rules mad$*thereunder and they are independent of the management.

Mr. Anil Kumar Bhandari retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-election. Brief particulars and expertise about him has been given in the annexure to the Notice of the Annual General Meeting in accordance with the requirements of listing agreement with the Stock Exchange.

Mr. Anil Kumar Bhandari has been appointed as Chief Financial Officer (CFO) of the Company to comply with the provisions of Section 203 of the Companies Act, 2013. Other than this no other Key Managerial Personnel has been appointed or retired or resigned during the year under review.

In order to comply with Section 149 of the Companies Act, 2013, the Company had appointed Ms. Shikha Bhandari as the Women director of the Company vide the circular resolution dated 31st March, 2015.

19. POLICY ON APPOINTMENT OF DIRECTORS AND CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Nomination and Remuneration committee is responsible for developing competency requirements for the Board and in this regard conducts a gap analysis to determine the Board composition on a periodic basis including each time a Director appointment or reappointment is required.The committee has framed a policy to determine the qualifications, positive attributes and independence of a Director. The key features of the policy are:

* Qualifications - The Board nomination process encourages diversity of thought, experience; knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

* Positive attributes - Apart from the duties of Directors as prescribed in the Companies act, 2013, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgement

* Independence - A Director will be considered independent if he/she meet the criteria laid down in Section 149(6) of the Companies act, 2013 and clause 49 of the listing agreement

20. COMMITTEES OF BOARD

During the financial year 2014 -15, the Board constituted some of its Committees, in accordance with the Companies Act 201 3. There are currently three Committees of the Board, as follows:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance".

21. FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEES ETC HAS TAKEN PLACE

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI under Clause 49 of the Equity Listing Agreement, the Board of Directors ("Board") has carried out an annual evaluation of its own performance, and that of its committees and individual directors.

The performance of the Board and individual directors was evaluated by the Board seeking inputs from all the directors. The performance of the committees was evaluated by the Board seeking inputs from the committee members. The Nomination and remuneration committee reviewed the performance of the individual directors.

A separate meeting of the Independent directors was also held to review the performance of Non-Independent Directors and performance of the Board as a whole.

The criteria for performance evaluation of the Board included aspects like Board composition and structure, effectiveness of Board processes, information and functioning etc.

22. BOARD MEETINGS

Four meetings of the Board of Directors were held during the year under review 2014-15.

Details of the composition of the Board and its committees and of the meetings held, attendance of the Directors at such meetings and other relevant details are provided in the Corporate Governance Report.

During the year under review, the Board has accepted all recommendations of the Audit Committee.

23. VIGIL MECHANISM

The Company has adopted a Whistle blower policy establishing vigil mechanism, to provide a formal mechanism to the directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The policy provides for adequate safeguards against victimization of employees who axbil of the mechanism and also provide for direct access to the Chairman of the Audit Committee. It has affirmed that no personnel of the Company has been denied access to the Audit Committee.

24. EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the details forming part of the extract of the Annual Return in Form MGT- 9 is enclosed as Annexure.

25. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

A) Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The details of consumption are as follows:

Diesel Opening Stock Purchase Closing Stock Consumption (In Ltrs.) In Ltrs. in the Year

01.04.2014 01.04.2014to 31.03.20IS 01.04.2014 to 31,03.2015 31.03.20

Quantity 500 5549 450 5599 in litres

Amount in 29645 328731 22500 335876 Rupees

Fire wood Opening Stock Purchase Closing Stock Consumption in the Year

01.04.2014 01.04.2014to 31.03.2015 01.04.2014 to 31.03.2015 31.03.2015

Quantity in 175000 679600 185000 669600 kilograms

Amount in 560000 2068095 582750 2045345 Rupees

Power Consumption from 01.04.2014 to 31.03.2015 Value in 2146336 Units 298397 Rupees

B) Foreign Exchange Earnings and Outgo:

PARTUCULARS 2015 (in INR) 2014 (in INR)

Earnings 16,878,048 18,172,796

Outgo 955,409 645,665

C) Technology Absorption, Adaptation and Innovation, Research and Development:

Research and Development activities are carried out on an ongoing basis for improving quality of the products.

D) Insurance

All the insurable interests of your Company including inventories, buildings, plant and machinery are adequately insured.

26. REVIEW OF RISK MANAGEMENT POLICY ADOPTED BY THE COMPANY

The Company in order to comply the provisions of the Companies Act, 2013 and provide an effective mechanism for implementing risk management system had adopted the policy on risk management for evaluating and monitoring various risks that could threaten the existence of the Company. The Company had not faced any major risks and no major deviations from the actuals as attained by the Company. The Audit committee has to review the the policy periodically. The Board takes overall responsibility for the overall process of risk management in the organisation.

The Board shall take note of any future threats and shall report to the Company for formulating an effective mechanism and strategy.

27. MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNALS

There are no significant material orders passed by the Regulators or Courts or Tribunals which would have impact on the going concern status of the Company and its future operation.

28. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has an adequate system of internal controls in place. It has documented policies and procedures covering all financial and operating functions. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorised use or losses, compliances with regulations. The Company has continued its efforts to align all its processes and controls with global best practices. .

29. PREVENTION OF SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at work place and has adopted a sexual harassment policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

No complaints were received during the year.

30. REPORT ON CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors Report and the Certificate from the Chartered Accountant in Whole-time Practice confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the listing agreement with the Bombay Stock Exchange is included in the Annual Report

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis of the financial conditions including the result of the operations of the company for the year under review as required under clause 49 of the Listing Agreement is given as a separate statement in the Annual Report

32. REMUNERATION POLICY: -

The Nomination and Remuneration Committee (NRC) has formulated a policy relating to the remuneration of the directors, key managerial personnel and other employees.The philosophy for remuneration is based on the commitment of fostering a culture of leadership with trust The remuneration policy has been prepared pursuant to the provisions of Section 178(3) of the Companies act, 2013 and Clause 49 of the listing agreement While formulating this policy, the committee has considered the factors laid down in Section 178(4) of the Companies Act 2013, which are us under:

* That the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

* Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

* Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The key principles governing the remuneration policy are as follows:

* Market Competitiveness '

* Role played by the individual

* Reflective of size of the company, complexity of the sector/industry/Company's operations and the Company's capacity to pay

* Consistent with recognised best practices and

* Aligned to any regulatory requirements.

In accordance with the policy, the Managing/Executive/KMPs/ employees are paid basic/fixed salary.

The non-executive Directors, including Independent directors are paid sitting fees for attending the meetings of the Board and committees of the Board.

The NRC is responsible for recommending the remuneration policy to the Board. The Board is responsible for approving and overseeing implementation of the remuneration policy.

The information required under Section 197 of the Companies act, 2013 read with rule 5(1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 has been attached as annexure.

33. COMMENTS ON QUALIFICATIONS MADE IN SECRETARIAL AUDIT REPORT

The Following qualifications were made in the secretarial audit report;

1. Non appointment of Company secretary.

2. The Company has not filed forms with the Registrar of Companies for increasing the authorized capital to Rs. 160,000,000/- from Rs. 120,000,000/- which was approved earlier by the shareholders by passing a special resolution vide EGM dated 31.08.2013 and

3. The Company has not filed the list of eligible applicants with the Central government w.r.t unclaimed amount.

With respect to the above qualifications the Board would like to reply that;

1. Company is in the process of appointing a Company Secretary.

2. The Company has initiated necessary steps to file the requisite form to comply with the provisions of the act.

3. The Company is taking necessary actions to file the list of eligible applicants with Central government and to comply with the required provisions.

34. DETAILS OF EMPLOYEES DRAWING SALARY ABOVE PRESCRIBED LIMITS

There are no employees who are paid remuneration in excess of the limits specified under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration) Rules, 2014 as amended from time to time.

35. ACKNOWLEDGEMENTS:

The Director's wish to convey their appreciation to all of the Company's employees for their enormous personal efforts as well as their collective contribution to the Company's performance. The Director's would also like to thank the employees, shareholders, customers, dealers, suppliers, bankers, Government and all other business associates for the continuous support given by them to the Company and their confidence in its management.

FOR AND ON BEHALF OF THE BOARD

Sd/- Sd/- Place : Chennai Ajeet Kumar Anil Bhandari Date : 04.08.2015 Managing Director Whole Time Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting to you the 24th Annual Report and the Audited Statement of Accounts for the financial year ended on 31st March, 2014.

FINANCIAL RESULTS:

During the year under review your company achieved the following financial results:

PARTICULARS (RS. IN LAKHS) YEAR ENDED 31.03.2014 YEAR ENDED 31.03.2013

Total Income 805.52 571.22

Profit/(Loss) before 4.77 2.83 tax (PBT)

Provision for Taxation (3.80) 13.11

Net Profit/(Loss) 0.97 15.93

BUSINESS ANALYSIS:

The macroeconomic environment posed many challenges for the company during the year under review. On domestic front, stagnant economy, high inflation and higher interest rates dampened the consumer sentiments. On the top of challenging macroeconomic scenario, your company is facing challenges of low productivity due to older technology and arrogant labour behavior. Despite of such a challenging environment, your Company has been able to maintain profits for the year ended 31st March, 2014. Managing costs, maintaining margins and enhancing product quality have been focus areas for the fiscal 2015. Business during the fiscal 2014 was also affected due to absence of routine annual sales to Government departments such as the Cotton Corporation of India and others.

Present challenges has forced directors to enter into newer technology for manufacturing of coated industrial fabrics such as PVC coated polyester fabrics, acrylic coated polyester fabrics, fire retardant canvas, etc. This will in turn increase range of products which got huge market potential all over the world. In order to realize this plan your company has approached Axis Bank for funding this project and bank has sanctioned term loan of Rs.285 Lakhs and Working capital of Rs.125 Lakhs.

Your company has already placed order for major machines to be installed at same premises where we have our present unit for manufacturing canvas and expecting delivery by August, 2014. However, due to recent announcement of special package for residual state of Andhra Pardesh (Seemandhra) by the Government of India for new industry and in order to take advantage of this special package, your company is seriously thinking to set up this upcoming project at Seemandhara which is around 14 k.m. away from the present unit. Your Directors are confident of achieving exponential growth in turnover and profits with this business diversification due to availability of cheap labour and the subsidies and benefits in form of taxation which shall be provided by the Government.

Exports are a high margin business for your Company and with specific focus on export, the new diversification should bring in tremendous bottom line growth to your Company. Such a diversification would not just enhance the bottom line, but also help conserve precious Foreign Exchange for the country.

DIVIDEND:

In view of the results achieved and to conserve the resources of the company for the future expansion, modernization & working capital purpose, your directors do not declare dividend for this year.

The register of members and share transfer book will remain closed from 22nd September, 2014 to 27th September, 2014 (both days inclusive). The Annual General Meeting has been scheduled for 27th September, 2014.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.Anil Kumar Bhandari, Director of the Company, will retire by rotation at the ensuing Annual General Meeting of the company and being eligible, offers himself for re-appointment.Also, Mr. S.Vinod Kumar, Mr. Rajesh Gurdas Wadhwa & Mr. Mahendrakumar Bhandari shall retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment for a further term of five years in order to comply with the provisions of Section 149 of the Companies Act, 2013. Therefore, your Board recommends for their appointment.

The brief profile of the aforesaid Directors has been furnished in the Notice convening the Annual General Meeting of the Company.

FIXED DEPOSITS:

The Company has not accepted any deposit under Section 58A of the Companies Act, 1956 (presently Section 73 to 76 of the Companies Act, 2013), read with Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures; if any;

2. The Directors 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 at the end of the financial year 31st March, 2014 and of the profit of the Company for the said financial year;

3. 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 the extent applicable) and Companies Act, 2013 (to the extent notified) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the Annual Accounts for the financial year ended on 31st March, 2014 on a going concern basis.

CORPORATE GOVERNANCE:

In accordance with Clause 49 of the listing agreement with the stock exchanges, a separate report on the Corporate Governance along with the Auditors'' certificate confirming compliance is attached to the report.

The Chairman & Managing Director has confirmed and declared that all the members of the Board and the Senior Management have affirmed compliance with the Code of Conduct.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The management discussion and analysis of the financial conditions including the result of the operations of the company for the year under review as required under clause 49 of the Listing Agreement with the Stock Exchange is given as a separate statement in the Annual Report.

LISTING:

The Company''s Listing status has been reinstated at the Bombay Stock Exchange with effect from 15th December, 2012. But the Company''s Listing Status remains suspended at the Madras Stock Exchange and the Ahmedabad Stock Exchange.

AUDITORS:

The Auditors of your Company, M/s. Sakaria & Associates, Chartered Accountants, hold office until the conclusion of the Twenty Fourth Annual General Meeting and, being eligible, offer themselves for re-appointment as the Auditors of your Company for the financial year 2014-15. The company has received certificates from the auditor to the effect that their appointment will be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013.

PERSONNEL:

There are no employees who are paid remuneration in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AND TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION, RESEARCH AND DEVELOPMENT:

A) Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The details of consumption are as follows:

C) Technology Absorption, Adaptation and Innovation, Research and Development:

Research and Development activities are carried out on an ongoing basis for improving quality of the products. D) Insurance

All the insurable interests of your Company including inventories, buildings, plant and machinery are adequately insured. ACKNOWLEDGEMENT: Your Directors wish to place on record their appreciation for the co-operation received from the Government of Tamil Nadu and the Bankers and look forward to such co-operation in the future as well.Your Directors would like to express their grateful appreciation to all the employees at all levels for their hard work, solidarity, co-operation and support during the financial year. Your Directors also wish to place on record their deep appreciation to customers, shareholders, vendors, suppliers and other stakeholders for their continued support.

FOR AND ON BEHALF OF THE BOARD

Sd/- Sd/- Ajeet Kumar Bhandari Anil Bhandari Managing Director Whole Time Director

Place: Chennai Date : 14.08.2014


Mar 31, 2013

Dear members,

The Directors submit the 23rd Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2013.

FINANCIAL RESULTS:

PARTICULARS (INR IN LAKHS) YEAR ENDED YEAR ENDED 31.03.2013 31.03.2012

Total Income 571.23 1048.84

Profit/(Loss) before tax (PBT) 2.83 65.39

Provision for Taxation 13.11 -22.52

Net Profit/(Loss) 15.93 42.87

During the year under review your company achieved the following financial results:

BUSINESS ANALYSIS:

It has been a difficult year for the Company with the economy slowing down in India as well as globally. Despite slowing sales and mounting expenses, your company has been able to maintain profits for the period ending 31st March, 2013. Managing costs, maintaining margins and enhancing product quality have been focus areas for the year ended 2013. Business during the financial year 2013 was also affected due to absence of routine annual sales to Government departments such as the Cotton Corporation of India, Khadi Board and others. Fluctuations in the Rupee and a fledgling global economy have also affected free flow export orders from our long standing customers in the Middle East.

The tough times have forced your Directors to resort to innovative techniques like changing the product Mix, focusing on new growth markets and developing a new revenue stream to better tackle such adverse situations in future. Your Company is set to reap rich dividends from some of these new initiatives in the current fiscal. Your Company has been able to enhance sales & dispatches to new growth markets in the EMEA region, such as Bahrain North Africa, and others, with significantly higher margins. Your Directors are confident of getting back to high sales numbers in the current fiscal.

Setting up of the new machinery for straight through processing from Yarn to Fabric to Curing to Finishing has also enhanced the value added to products exported by your company. Output from the new large size machinery would contribute to the export revenues from the new fiscal 2014. The decision to diversify into new areas to increase revenues and profits has been put on hold for a year so as to enable the management to carefully evaluate each of the available diversification options and then take a decision.

Your directors are happy to inform that the earlier decision taken to set up facilities for manufacture of HDPE Tarpaulins and Flex banner fabrics, is considered the best option, and your company will progress this into action in the current financial year 2013-14.

Exports are a high margin business for your Company and with specific focus on exports, the new diversification should bring in tremendous bottom line growth to your Company. Such a diversification would not just enhance the bottomline, but also help conserve precious Foreign Exchange for the country. Your Directors have approached several Banks & Development Financial Institutions with their new proposal and a few banks have expressed interest in partnering with your Company. Your Directors are confident of achieving exponential growth in turnover and profits with this business diversification.

DIVIDEND:

In view of the results achieved and to conserve the resources of the company for the future expansion, modernization & working capital purpose, your directors do not declare dividend for this year. The register of members and share transfer book will remain closed from 25th July, 2013 to 30th July, 2013 (both days inclusive). The Annual General Meeting has been scheduled for 30th July, 2013.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Mahendrakumar Bhandari, Director of the Company, will retire by rotation at the ensuing Annual General Meeting of the company and being eligible, offers himself for re-appointment.

PARTICULARS DETAILS

Name of the Director Mr. Mahendrakumar Bhandari

Date of Appointment 27-02-2012

Qualification(s) B.Com

Functional Area Marketing

No. of Shares held. Nil

Type of Director Non Executive Director

The brief profile of the aforesaid Director has been furnished in the Notice convening the Annual General Meeting of the Company.

FIXED DEPOSITS:

The Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures; if any;

2. The Directors 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 at the end of the financial year 3 1st March, 201 3 and of the profit of the Company for the said financial year;

3. 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 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the Annual Accounts for the financial year ended on 31st March, 2013 on a going concern basis.

CORPORATE GOVERNANCE:

In accordance with Clause 49 of the listing agreement with the stock exchanges, a separate report on the corporate governance along with the Auditors'' certificate confirming compliance is attached to the report.

The Chairman & Managing Director has confirmed and declared that all the members of the Board and the Senior Management have affirmed compliance with the Code of Conduct.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The management discussion and analysis of the financial conditions including the result of the operations of the company for the year under review as required under clause 49 of the Listing Agreement with the Stock Exchange is given as a separate statement in the Annual Report.

LISTING:

The Company''s Listing status has been reinstated at the Bombay Stock Exchange with effect from 15th December 2012. But the Company''s Listing Status remains suspended at the Madras Stock Exchange, the Ahmedabad Stock Exchange and the Coimbatore Stock Exchange.

AUDITORS:

The Auditors of your Company, M/s. Sakaria & Associates, Chartered Accountants, hold office until the conclusion of the Twenty Third Annual General Meeting and, being eligible, offer themselves for re-appointment as the Auditors of your Company for the financial year 2013-14. The company has received certificates from the auditor to theeffect that their appointment will be within the limits prescribed under Section 224(IB) of the Companies Act,l956.

PERSONNEL:

There are no employees who are paid remuneration in excess under Section 2I 7(2A) of the Companies Act, I956 read with Companies (Particulars of Employees) Rules, I 975 as amended from time to time.

PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AND TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION, RESEARCH AND DEVELOPMENT:

A) Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The details of consumption are as follows:

C) Technology Absorption, Adaptation and Innovation, Research and Development:

Research and Development activities are carried out on an ongoing basis for improving quality of the products.

D) Insurance

All the insurable interests of your Company including inventories, buildings, plant and machinery are adequately insured.

ISSUE OF SHARES:

Your Directors would like bring to your notice that the Share holders of the Company at the Annual General Meeting held on 22nd September 2012, passed a resolution authorizing the Board to proceed with the issue of Shares to an extent of INR 60,000,000 (Rupees Six Crores only) on rights basis by way of Special resolution. The reason for the said approval was as follows:

Your Company wants to expand the business operations and the Board considered it necessary to strengthen the capital of the Company in order to fuel the expansion. Moreover, the operations of the Company was adversely affected due to steep increase in input costs, increased borrowing costs, exceptional items on account of incremental power costs to mitigate continuing power cuts / power holiday situation and price increase due to customers not adequately compensating costs incurred. The adverse situations had also significantly affected the gearing of the Company with unsustainable level of debt.

To ensure long term stability in the operations of the company, the Company proposed to issue shares of INR 10/- each aggregating an amount up to INR 60,000,000 (Rupees Six Crores only) to the existing Shareholders of the Company. But considering the global market conditions, the board had decided to put on hold the planned Rights issue. While, as Per Section 81 (1A), the process of Rights issue must be completed in all respects within one year from the date of passing of Special resolution, your Company could not complete it as planned then.

Accordingly, the proposed issue of the said Equity Shares on a Rights basis to the existing Shareholders of the Company requires a fresh approval of members by a Special resolution in the ensuing Annual General Meeting. Hence, this resolution is again placed before the members for their approval by way of a Special resolution with an enhanced amount of INR 180,000,000 (Rupees Eighteen Crores Only), thereby, superseding the resolution passed at the 22nd Annual General Meeting.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation received from the Government of Tamil Nadu and the Bankers and look forward to such co-operation in the future as well. Your Directors would like to express their grateful appreciation to all the employees at all levels for their hard work, solidarity, co-operation and support during the financial year. Your Directors also wish to place on record their deep appreciation to customers, shareholders, vendors, suppliers and other stakeholders for their continued support.

For and on behalf of the Board

sd/- sd/- Ajeet Kumar Anil Bhandari Managing Director Whole Time Director

Place: Chennai Date : 29.05.2013


Mar 31, 2012

The Directors have pleasure in presenting the Twenty Second Annual Report of the Company together with the Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS:

(RS. IN LAKHS)

PARTICULARS YEAR ENDED 31.03.2012 YEAR ENDED 31.03.2011

Sales 102,913,133 96,962,959

Other Income 1,971,075 6,83,755

Interest 7,921,867 7,932,772

Depreciation 3,664,179 3,750,466

Profit/(Loss) before tax 6,538,915 6,724,731

Net Profit/(Loss) 4,286,762 5,742,134

BUSINESS ANALYSIS:

Your Directors are happy to inform you that during the financial year under review, your company has been able to generate sufficient cash to pay off all the outstanding secured loans together with interests due thereon up to the period ending March 31, 2012. With the payment of this Final installment of Secured Loan your company has been able to release all encumbered assets.

Your company is at a strategic inflection point and we see an opportunity for transformational growth in its business and your Directors are in the process of putting in place a new growth strategy for your company.

The year under review was a difficult year for your company. While the Sales grew by 6% during year moving up to Rs. 10.29 Crores, the profits have fallen by 25% year on year to Rs. 42.86 Lakhs. The dip in profits was essentially due to the one time hit taken in the year for settling all outstanding secured creditors, and the interest payments due on the loans.

Your Directors were on the path to clear off all creditors to set the stage for a new beginning, and we are happy to confirm that your company is set to move forward in the right direction.

Business during the fiscal 2012 was good as your company won large value orders from the Cotton Corporation of India, Khadi Board and export orders from our long standing customers in Saudi Arabia.

In keeping with the stated objectives of supporting the growth through large value orders, your Directors have planned investments into new plant & machinery to manufacture Wider Width Canvas and put in place related In-house Dyeing & Processing facilities for manufacturing & processing canvas fabrics of up to 120 inches width. Your Directors are delighted to inform you that your company would be the FIRST in India to set up processing facilities for such large width fabric. The new facility should be commissioned by the end of the second quarter of the current fiscal 2013.

Having put in place the right team and investments into the canvas fabrics business, your Directors have decided to diversify into new areas to support the planned growth. Several products have been evaluated for this purpose including setting up a line for manufacturing PVC Foam boards, HDPE Tarpaulins, and Flex banner fabric. Your Directors have completed a thorough study of market for each of these products and have worked with Consultants from these industries to get deeper insights into these product

segments.

Your Directors are happy to inform that a decision has been taken to diversify into the manufacture of Flex banner fabric, which are in huge demand, are an import substitute and can help save precious forex for India. Your Directors have submitted a detailed project plan to appropriate authorities and evaluating agencies and have proposed enabling resolutions for such investments to progress these proposals forward.

Your Directors are confident of achieving exponential growth in Turnover & profits with this business diversification.

DIVIDEND:

Considering that the planned diversification would require resources and due to carry forward losses in the books, your Directors have decided not to declare any dividend for the fiscal 2011-12.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Shri. Anil Bhandari, Director, retires by rotation and being eligible offers himself for reappointment. Your directors recommend that Shri. Anil Bhandari be reappointed as Director of the Company.

During the year under review, Shri. Ragunathmall Samarathmall, Shri. Bhagchand Ranka and Shri. C.N. Shenbagamoorthy resigned from the Board with effect from 29th March 2012. The Board would like to place on record their gratitude to Shri Raghunathmall Samrathmall, Shri Bhagchand Ranka and Shri C. N. Shenbagamoorthy, for their valuable contribution to the companys policy making and business, during their tenure as Directors on the Board.

Further during the year Shri. Mahendrakumar Bhandari was co-opted as an Additional Director with effect from 27th February 2012, and Shri. S. Vinod Kumar and Shri. Rajesh Gurdas Wadhwa were co-opted as Additional Directors with effect from 29th March 2012. We welcome the new members of the Board and look forward to their active contribution to the companys vision, and direction.

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 rules framed there under.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures; if any;

2. 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 31st March, 2012 and of the profit of the Company for the said year;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

To comply with the requirements of Corporate Governance, pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, Management Discussion and Analysis Report, Report on Corporate Governance are included in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The management discussion an analysis of financial condition including the result of the operations of the company for the year under review as required under clause 49 of the Listing Agreement with the Stock Exchange is given as a separate statement in the Annual Report.

LISTING:

The shares of the Company are listed with Bombay stock Exchange, Madras Stock Exchange and Ahmadabad Stock Exchange. The securities are currently under suspension. Your Directors are in the process of getting these suspension revoked at the Bombay Stock Exchange.

AUDITORS:

M/s. Sakaria & Associates., Chartered Accountants, Chennai, Auditors of the Company retires at the conclusion of this Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from the Auditors to the effect that their re- appointment, if made, would be in accordance with the limits specified under Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment.

PERSONNEL:

There are no employees who are paid remuneration in excess under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AND TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION, RESEARCH AND DEVELOPMENT:

A) Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at

all levels. The details of consumption are as follows:_

CONSUMPTION IN THE DIESEL (IN LTRS.) opening stock purchase in ltrs. closing stock year

1.4.11 1.4.11 to 31.3.12 31.3.12 1.4.11 to 31.3.12

Quantity in liters 300 10,379 250 10,429

Amount in Rupees 12,051 4,56,618 10,993 457,676

OPENING CLOSING FIRE WOOD STOCK PURCHASE STOCK CONSUMPTION IN THE YEAR 1.4.11 1.4.11 to 31.3.12 31.3.12 1.4.11 to 31.3.12

Quantity in (KGS) 17,118 12,63,265 8,000 1,272,383

Amount in (Rs.) 47,074 3,544,693 20,800 3,570,967

Power Consumption from 1.4.11 to 31.3.12

Value in Rupees 2,464,078 Units 3,63,240

B) Foreign Exchange Earnings and Outgo:

2012 (in Rs.) 2011 (in Rs.)

EARNINGS 14,976,863 3,294,076

OUTGO 4,93,940 5,33,214

C) Technology absorption, adaptation and innovation, research and development:

Research and Development activities are carried out on an ongoing basis for improving quality of the products.

ACKNOWLEDGEMENT:

Your Directors would like to express their grateful appreciation for the support and co-operation of all stakeholders. At the very heart of our success and our ability to deliver quality service and satisfaction is the considerable skill and motivation of our employees. On behalf of all the companys stakeholders, the Board would like to express its sincere appreciation and gratitude.

For and on behalf of the Board

Sd/- Sd/- Ajeet Kumar Bhandari Anil Bhandari Managing Director Whole Time Director

 
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