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Directors Report of BSL Ltd.

Mar 31, 2015

Dear Members,

The Board of Directors have pleasure to present the 44th Annual Report and Statement of Accounts for the financial year ended 31st March, 2015.

1. Financial Results

(Rs. in Crore)

particulars for the year ended

31.03.2015 31.03.2014

Turnover - a) Domestic 183.15 149.28

- b) Exports 197.54 380.69 189.62 338.90

Profit before interest 39.95 35.83

Depreciation & Tax

Less : Financial Expenses 14.38 16.68

Profit before Depreciation 25.57 19.15

& Tax

Less : Depreciation & 19.95 15.30

Amortisation

Profit before Tax 5.62 3.85

Taxation - Current year 1.19 1.08

- Deferred Tax (2.77) (0.59)

- Earlier Year's 0.01 -

Profit after Tax 7.19 3.36

2. operations

The division wise performance is as under:

(Rs. in Crore)

particulars for the year ended

31.03.2015 31.03.2014

Qty. Value Qty. Value

a) fabrics (Lac Mtrs.)

- Domestic 80.70 103.33 71.29 87.75

- Exports 97.83 182.77 94.43 163.68

total 178.53 286.10 165.72 251.43

b) Yarn ( MT)

- Domestic 2992 66.26 2566 49.45

- Exports 403 10.02 933 20.53

Total 3395 76.28 3499 69.98

c) Readymade Garments

- Domestic (No. of Pcs.) 52195 1.86 26464 1.09

d) Wind power

Generation (Lac Units) 30.10 1.18 28.86 1.13

e) Job Work 10.52 9.86

f) export Incentives 4.75 5.41

Grand Total 380.69 338.90

3. exports

The Company's Export turnover during the year was Rs. 197.54 Crores as against previous year Rs. 189.62 crores. During the year, Company again won Gold Trophy by Synthetic & Rayon Export Promotion Council for highest export of fabrics during 2013-14 to "Focus LAC" countries. The export of fabrics to Focus LAC countries during current year continues to be on increasing trend. Though the market in Middle East and Far East countries continues to be sluggish.

4. expansions

The Company has installed 8 Nos. Airjet Looms during the year. Further Company has planned for installing 8 Nos. Airjet Looms & 16 Picanol Looms during 2015-16. The latest high speed looms will increase productivity of fabrics.

The Company is also planning for installing processing machineries to improve the quality of Fabrics.

5. outlook for Company's Activities

In Exports, Company is exploring new markets in Africa, Australia, Europe, USA, Canada and other Latin American countries and increasing the volumes in existing markets.

In Domestic, Company is focusing on Retail markets and RMG/ Institutional segment.

6. Wind power project

The Company's Wind Power Projects at Jaisalmer had generated 60.39 Lac units during the year, as against 57.03 Lac units last year.

7. Dividend

Your Directors are pleased to recommend a dividend @ 12 % i.e. Rs. 1.20 per Equity Share of Rs. 10/- each for the year ended the 31st March, 2015. This will absorb an amount of Rs. 148.20 lacs (inclusive of distribution tax). A proposal for confirmation of the dividend for the year ended 31st March, 2015 will be placed before the shareholders at the ensuring Annual General Meeting.

8. Contribution to exchequer

Your Company has contributed an amount of Rs. 8.70 Crores as against previous year Rs. 6.56 Crores in terms of Taxes & Duties to the Exchequer.

9. extract of annual Return as per Sec 92 in form MGT 9

The details forming part of extract of Annual Return in Form No MGT 9 is enclosed in annexure I.

10. Secretarial audit

Pursuant to the 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 V. M. & Associates, Company Secretaries, Jaipur, to undertake the Secretarial Audit of the Company. The details forming part of Secretarial Audit Report for financial year 2014-15 in Form MR -3 is enclosed herewith as per annexure II. There are no reservations, qualifications, adverse remark or disclaimer contained in the Secretarial Audit Report.

11. Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31st March, 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note one of the notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that the internal financial controls were in place and that the internal financial controls were adequate and were operating effectively;

f. that the system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

12. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo

The Company has become one of few Companies in Rajasthan with zero liquid Discharge on land (ZLD). All liquid effluents are evaparated out by Multi Effect Evaporator (MEE).

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as 'annexure III'.

13. particulars of Loans given, Guarantees given, Investments made and Securities provided

The Company has not given any Loans, Guarantees, Investments and Securities covered under the provisions of section 186 of the Companies Act, 2013.

14. Contracts and Arrangements with Related parties

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, key managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. There are no material susbsidiary Companies as per clause 49(v) of the Listing Agreement.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at the web link as: https://www.bslltd.com.

Particulars of Related Parties contracts or arrangements under section 188 of the Companies Act, 2013 are given in Form AOC-2 and enclosed as per annexure IV.

15. Internal Control Systems

The Company has adequate Internal Control Systems, commensurate with the size, scale and complexity of its operations. The Internal Auditors monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of Internal Auditors, management undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

16. Human Resource Development

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. A significant effort has been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement. These efforts have led to a significant increase in manpower productivity. Efforts have also been made to design progressive and empower HR Policies and others welfare measures.

17. Vigil Mechanism/ Whistle Blower policy

The Company has a vigil Mechanism named Whistle Blower policy to deal with instance of fraud and mismanagement, if any. The Details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the Company's website at the web link as: https://www.bslltd.com.

18. Remuneration policy

The Board has, on recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters as per sec 178 & Clause 49 (IV)(B)(4) of Listing Agreement. The Nomination & Remuneration Policy is enclosed as annexure V.

19. Risk management

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of the Committee are set out in the Corporate Governance Report forming part of the Board's Report.

The Board has, also on recommendation of the Risk Management Committee framed a policy for risk management of the Company. The Details of the said policy, its development and implementation is stated in the Corporate Governance Report.

20. Corporate Social responsibility

As per section 135 of Companies Act, 2013, CSR Committee has been constituted and CSR policy has been framed although the said section is not applicable during current year. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

21. Meetings

During the year five Board meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

22. Directors & Key Managerial Personnel

1. Change in Directors and Key Managerial Personnel

* In Accordance with the provisions of the Companies Act, 2013 Shri Shekhar Agarwal retires by rotation and eligible for re-appointment.

* The Board of Directors had appointed Smt. Abhilasha Mimani as Additional Director of the Company in the category of Independent Directors with effect from 2nd August, 2014. Thereafter, at the Annual General Meeting held on 19th September, 2014, the members of the Company approved the said appointment as Independent Director under the Companies Act, 2013 for a period of 5 years.

* The Board of Directors had appointed Shri G. P. Singhal as additional Director of the Company in the category of Independent Directors with effect from 26th September, 2014 subject to approval of Shareholders in the ensuing Annual General Meeting.

* During the year, Shri Nivedan Churiwal, Joint Managing Director of the Company and Shri Praveen Jain, CFO & Company Secretary, of the Company were appointed as Key Managerial Personnel in term of Section 203 of Companies Act, 2013.

2. Statement on Declaration given by Independent Directors

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

3. Board Evaluation

In compliance with the Companies Act, 2013 and Clause 49 of Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee and other committees. More detail on the same is given in the Corporate Governance Report.

23. Statutory Auditors

The Statutory Auditors of the Company, M/s A.L. Chechani & Company, Chartered Accountants, Bhilwara, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment for 2015-16. There are no reservations, qualifications or adverse remarks contained in the Auditors' Report attached to Balance Sheet as at 31st March, 2015. Information referred in Auditors' Report are self explanatory and don't call for any further comments.

The Audit Committee and the Board of Directors recommend the reappointment of M/s A.L. Chechani & Co., Chartered Accountants as Statutory Auditors of the Company for 2015-16.

24. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by the SEBI. The Report on Corporate Governance along with the Certificate of Auditors M/s A.L. Chechani & Co., Chartered Accountants, 17, Heera Panna Market, Pur Road, Bhilwara (Rajasthan) confirming compliance to conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, form part of the Annual Report.

25. particulars of employees and related disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure VI.

Disclosures required in terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure VII.

26. Transfer to Investor education and protection Fund

The Company has transferred a sum of Rs.1.86 Lakh during the financial year 14-15 to the Investor Education and Protection Fund established by the Central Government, in compliance with section 125 of the Companies Act, 2013. The same amount represents unclaimed dividends which were lying with the company for a period of seven years from their respective due dates of payment.

27. Disclosure of relationships between Directors inter se [Clause 49(VUI)(E)(2)]

Shri Arun Churiwal, Chairman & Managing Director of the Company is father of Shri Nivedan Churiwal, Jt. Managing Director of the Company.

Shri Ravi Jhunjhunwala is Brother-in-law of Shri Shekhar Agarwal. Both are the Non-executive Directors of the Company.

28. appreciation

Your Directors thanks various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

for and on behalf of the Board

(arun churiwal) chairman &

Place : Gulabpura, Dist. Bhilwara MANAGING DIRECTOR Date : 8th May, 2015 DIN: 00001718




Mar 31, 2014

Dear members,

The Board of Directors have pleasure to present the 43rd Annual Report and Statement of Accounts for the financial year ended 31st March, 2014.

1. FINANCIAL RESULTS

(Rs. in Crore) Particulars This Year Previous Year Turnover - a) Domestic 149.28 134.40 - b) Exports 189.62 338.90 161.53 295.93

Profit before interest and 35.83 33.10 Depreciation

Less : Financial Expenses 16.68 18.15

Profit before Depreciation 19.15 14.95

Less : Depreciation & Amortisation 15.30 14.68

Profit before Tax 3.85 0.27

Taxation - Current year 1.08 0.22 - Deferred Tax (0.59) (0.30)

Profit after Tax 3.36 0.35

2. OPERATIONS

The Division wise performance is as under :-

(Rs. in Crore) Particulars This Year Previous Year

Qty. Value Qty. Value

a) Fabrics (Lac Mtrs.) - Domestic 71.29 87.75 65.49 81.87 - Exports 94.43 163.68 80.63 134.62

Total 165.72 251.43 146.12 216.49

b) Yarn ( MT)

- Domestic 2565.66 49.45 2002.49 39.20

- Exports 933.33 20.53 1101.18 22.46

Total 3498.99 69.98 3103.67 61.66

c) Job Work

Job Fabric Processing 75.39 8.97 95.37 10.53 (Lac Mtrs.)

Top, Fibre and Yarn 117 0.30 238 0.56 Dyeing(MT)

Job Spinning (MT) 44 0.59 23 0.28

Total 9.86 11.37

d) Readymade Garments

- Domestic (No. of Pcs.) 26464 1.09 19756 0.85

e) Wind Power

Generation (Lac Units) 28.86 1.13 28.41 1.11

f) Export Incentives 5.41 4.45

Grand Total 338.90 295.93

3. EXPORTS

The Company''s Export turnover during the year was Rs. 189.62 Crores as against previous year Rs. 161.53 crores. During the year, Company was awarded Gold Trophy by Synthetic & Rayon Export Promotion Council for highest export of fabrics during 2012-13 to "Focus LAC" countries.

The export of fabrics to Focus LAC countries during current year continues to be on increasing trend particularly in Peru & Mexico. However the market in Middle East and Far East countries continues to be sluggish.

4. EXPANSIONS

The Company is installing 8 Nos. Airjet Looms during current year. The latest technology high speed looms will increase productivity of fabrics.

5. OUT LOOK FOR COMPANY''S ACTIVITIES

In Exports, Company is exploring new markets in Africa, Australia, Europe and other Latin American countries and increasing the volumes in existing markets. In Domestic, Company is focusing on Retail markets and RMG/Institutional segment. Company is also exploring new markets for sale of worsted yarn.

6. WIND POWER PROJECT

The Company''s Wind Power Projects at Jaisalmer had generated 57.03 Lac units during the year, as against 28.41 Lac units last year. The newly installed 2 MW Wind Power Project during previous year is running satisfactory.

7. DIVIDEND

Your Directors are pleased to recommend a dividend @ 10% i.e. Rs. 1.00 per Equity Share of Rs. 10/- each for the year ended the 31st March, 2014. This will absorb an amount of Rs. 120.41 lacs (inclusive of distribution tax). A proposal for confirmation of the dividend for the year ended 31st March, 2014 will be placed before the shareholders at the ensuing Annual General Meeting.

From the amount available for appropriation, Rs. 9.00 lacs is proposed to be transferred to General Reserve. The balance amount of Rs. 207.03 lacs has been carried over to next year.

8. CONTRIBUTION TO EXCHEQUER

Your Company has contributed an amount of Rs. 6.56 Crores in terms of Taxes & Duties to the Exchequer.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, your Directors Confirm:-

i) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

ii) That they 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 and of the profit or loss of the company for that period;

iii) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That they have prepared the Annual Accounts on a going concern basis.

10. PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

a) Energy Conservation, Technology Absorption, Foreign Exchange Earning & Outgo

Information required under section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy and technology absorption and foreign exchange earnings and outgo are given in Annexure-I of this report.

b) Particulars of Employees

There was no employee who was in receipt of remuneration in excess of the ceiling prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

11. INTERNAL CONTROL SYSTEMS

The company has adequate Internal Control Systems through Internal and Management Audit of all the units of the Company regularly conducted by Independent auditors.

12. HUMAN RESOURCE DEVELOPMENT

The Company''s relations with the employees and workers at all levels have been cordial. Regular orientation and development courses for various disciplines are conducted by in-house as well as outside experts. The company endeavors to care for all its employees by providing medical and welfare facilities way beyond its statutory requirements.

13. CORPORATE SOCIAL RESPONSIBILITY

The Company has upgraded classrooms of two Government Secondary Schools at Village Antali and Motras Dist. Bhilwara during the year for providing better education facilities to students.

The Company has been regularly organizing Blood donation camp of its employees. This year 211 units were collected and donated to BSL Blood Bank at Bhilwara Hospital. The Company also organizes Annual Fair on the occasion of Janmasthmi, in which about one lac people of Bhilwara city and nearby villages participates with active interest. This function is being organized since last so many years.

14. DIRECTORS

a) Shri Ravi Jhunjhunwala retire by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

b) During the year, Shri M.K. Doogar has resigned from the Board. Board expresses its sincere gratitude to Shri M.K. Doogar for his valuable services rendered during his tenure as Director.

c) Shri Nivedan Churiwal, Executive Director is being elevated as Joint Managing Director on existing terms & conditions of his appointment subject to approval of members in ensuing Annual General Meeting.

d) In accordance with the requirements of section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Shri A.N. Choudhary, and Shri Sushil Jhunjhunwala as independent Directors for a term of five(5) consequtive years up to the Annual General Meeting of the calendar year 2019. Details of the proposal for appointment of Shri A.N. Choudhary and Shri Sushil Jhunjhunwala are mentioned in the Explanatory statement under section 102 of the Companies Act, 2013 of the Notice of the Annual General Meeting.

15. STATUTORY AUDITORS

The Statutory Auditors of the company M/s A.L. Chechani & Company, Chartered Accountants, Bhilwara, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. There are no reservations, qualifications or adverse remarks contained in the Auditors'' Report attached to Balance Sheet as at 31st March, 2014. Informations referred in Auditors'' Report are self explanatory and don''t call for any further comments. The Audit committee and the Board of Directors recommend the reappointment of M/s A.L. Chechani & Co., Chartered Accountants as Statutory Auditors of the company.

16. CORPORATE GOVERNANCE

Report on Corporate Governance along with the Certificate of Auditors M/s A.L. Chechani & Co., Chartered Accountants, 17, Heera Panna Market, Pur Road, Bhilwara (Rajasthan) confirming compliance to conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, form part of the Annual Report.

17. APPRECIATION

The Board records its grateful appreciation for the sincere cooperation and valuable guidance from Financial Institutions, Banks and Central and State Government Authorities.

For and on behalf of the Board (ARUN CHURIWAL) CHAIRMAN & Place : Noida (U.P.) MANAGING DIRECTOR Date : 23rd April, 2014 DIN: 00001718


Mar 31, 2013

To The Members,

The Board of Directors have pleasure to present the 42nd Annual Report and Statement of Accounts for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

(Rs.in Crore)

Particulars This Year Previous Year

Total Turnover - a) Domestic 134.40 136.10

-b) Exports 161.53 295.93 169.43 305.53

Profit before interest and 33.10 32.99

Depreciation

Less: Financial Expenses 18.15 18.60

Profit before Depreciation 14.95 14.39

Less: Depreciation & 14.68 13.75

Amortisation

Profit before Tax 0.64

Taxation - Current year 0.22 0.28

- Deferred Tax (0.30) 0.23

Profit after Tax 0.35 0.13

2. OPERATIONS

The Division wise performance is as under :-

Value (Rs. in Crore)

Particulars This Year Previous Year Qty. Value Qty. Value

a) Fabrics (Lac Mtrs.)

-Domestic 65.49 81.87 57.18 72.85

- Exports 80.63 134.62 98.62 159.55

Total 146.12 216.49 155.80 232.40

b) Yarn (MT)

- Domestic 2002.49 39.20 2512.59 49.51

- Exports 1101.18 22.46 379.56 7.03

Total 3103.67 61.66 2892.15 56.54

c) Job Work

Job Fabric Processing 95.37 10.53 89.75 10.27

(Lac Mtrs.)

Top, Fibre and Yarn 238 0.56 225 0.53

Dyeing (MT)

Job Spinning (MT) 23 0.28 45 0.85

Total 11.37 11.65

d) Readymade Garments

- Domestic (No. of Pes.) 19756 0.85 34318 0.91

e) Wind Power

Generation (Lac Units) 28.41 1.11 30.59 1.18

f) Export Incentives 4.45 2.85

Grand Total 295.93 305.53

3. EXPORTS

The Company''s Export turnover during the year was Rs.161.53 Crores. The political environment in Middle East countries continues to be disturbed during current year also resulting in lower volumes. Also bad economic situation of European countries have affected poly-wool fabric exports. However the export of Vortex yarn during the year is higher as compared to previous year.

4. EXPANSIONS

The Company has installed 2.00 MW Wind Power Generator at Jaisalmer for captive use. The project has started Commercial generation effective from 31st March, 2013. This will result in reduction of power cost of the Company during coming years.

5. OUT LOOK FOR COMPANY''S ACTIVITIES

In Exports, Company is focusing more on exploring New markets and for strategic tie ups with Leading Retail chain stores globally and enhancing the volumes in Existing markets. In Domestic market, Company is focusing on RMG Sector and strengthening of Net work and developing new Areas.

6. WIND POWER PROJECT

The Company''s Wind Power Projects at Jaisalmer had generated 28.41 Lac units during the year, as against 30.59 Lac units last year.

7. DIVIDEND

The Board of Directors have not recommend any dividend during the year.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors Confirm :-

i) That in the preparation of the Annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

ii) That they 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 and of the profit or loss of the company for that period;

iii) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That they have prepared the Annual Accounts on a going concern basis.

9. PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

a) Energy Conservation, Technology Absorption, Foreign Exchange Earning & Outgo

As required by Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy and technology absorption and foreign exchange earnings and outgo are given in Annexure-I of this report.

b) Particulars of Employees

There was no employee who was in receipt of remuneration in excess of the ceiling prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

10. INTERNAL CONTROL SYSTEMS

The company has adequate Internal Control Systems through Internal and Management Audit of all the units of the Company regularly conducted by Independent auditors.

11. HUMAN RESOURCE DEVELOPMENT

The Company''s relations with the employees and workers at all levels have been cordial. Regular orientation and development courses for various disciplines are conducted by in-house as well as outside experts. The company endeavors to care for all its employees by providing medical and welfare facilities way beyond its statutory requirements.

12. CORPORATE SOCIAL RESPONSIBILITY

The Company has been organizing Blood donation camp of its employees since last so many years. This year 155 units were collected and donated to BSL Blood Bank at local Hospital.

The Company also organizes Annual Fair on the occasion of Janmasthmi, in which about one lac residents of Bhilwara city and nearby villages participates with active interest. This function is being organized since last 21 years.

13. DIRECTORS

Shri Sushil Jhunjhunwala and Shri Salil Bhandari retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment.

14. AUDITORS

M/s A.L. Chechani & Company will cease to hold office as Auditors of the Company in the ensuring Annual General Meeting and are eligible for reappointment.

15. APPRECIATION

The Board records its grateful appreciation for the sincere co- operation and valuable guidance from Financial Institutions, Banks and Central and State Government Authorities.

For and on behalf of the Board

Place : Noida, (U.P.) (ARUN CHURIWAL)

Date : Wednesday,

1st May, 2013 CHAIRMAN & MANAGING DIRECTOR

DIN: 00001718


Mar 31, 2012

The Board of Directors have pleasure to present the 41st Annual Report and Statement of Accounts for the year ended 31st March, 2012.

1) FINANCIAL RESULTS

(Rs. in Crore)

particulars This Year Previous Year

Total Turnover -

a) Domestic 136.10 115.95

b) Exports 169.43 305.53 155.83 271.78

Profit before Interest and 32.99 35.53 Depreciation

Less : Financial Expenses 18.60 13.32

Profit before Depreciation 14.39 22.21

Less : Depreciation & 13.75 12.70 Amortization Expense

Profit before Tax 0.64 9.51

Taxation - Current year 0.28 2.07

- Deferred Tax 0.23 1.78

Profit after Tax 0.13 5.66



2) OPERATIONS

The Division wise performance is as under :-

Value (Rs. in Crore)

particulars This Year Previous Year

Qty. value Qty. Value

a) Fabrics (Lac Mtrs.)

- Domestic 57.18 72.85 65.38 75.05

- Exports 98.62 159.55 112.40 149.68

Total 155.80 232.40 177.78 224.73

b) Yarn (MT)

- Domestic 2512.59 49.51 1381.61 27.23

- Exports 379.56 7.03 203.92 4.24

Total 2892.15 56.54 1585.53 31.47

c) Job Work

Job Fabric Processing 89.75 10.27 80.40 9.10 (Lac Mtrs.)

Top, Fibre and Yarn 225 0.53 177 0.48 Dyeing (MT)

Job Spinning (MT) 45 0.85 177 1.61

Total 11.65 11.19



particulars This Year Previous Year

Qty. value Qty. Value

d) Readymade Garments

-Domestic (No. of Pcs.) 34318 0.91 40376 1.31

- Exports - - - 0.03

Total 0.91 1.34 e) Wind power

Generation (Lac Units) 30.59 1.18 30.94 1.17

f) Export Incentives 2.85 1.88

Grand Total 305.53 271.78

3) EXPORTS

The Company's Export turnover during the year was Rs. 169.43 Crores. Due to political disturbance in Middle East countries, the volumes in those areas have affected. However due to growth in other markets, overall Export volumes have been maintained.

4) EXPANSIONS

The Company has installed 20 Toyota Airjet Weaving Machines imported from Japan. The Machines have started commercial production from 1st January, 2012. The installation of these looms will increase own production resulting lower dependence on outside job weaving.

5) OUT LOOK FOR COMPANY'S ACTIVITIES

In Exports, Company is focusing more on exploring new markets and enhancing the volumes in existing markets. The Company is also exploring New markets for Vortex yarn. In Domestic market, company is focusing on RMG Sector and strengthening of Net work.

6) WIND POWER PROJECT

The Company's Wind Power Project at Jaisalmer had generated 30.59 Lac units during the year, as against 30.94 Lac units last year.

7) DIVIDEND

The Board of Directors have not recommend any dividend during the year.

8) DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors Confirm :-

i) That in the preparation of the Annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

ii) That they 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 and of the profit or loss of the company for that period;

iii) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That they have prepared the Annual Accounts on a going concern basis.

9) PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

a) Energy Conservation, Technology Absorption, Foreign Exchange Earning & Outgo

As required by Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy and technology absorption and foreign exchange earnings and outgo are given in Annexure-I of this report.

b) Particulars of Employees

There was no employee who was in receipt of remuneration in excess of the ceiling prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

10) INTERNAL CONTROL SYSTEMS

The company has adequate Internal Control Systems through Internal and Management Audit of all the units of the Company regularly conducted by Independent auditors.

11) HUMAN RESOURCE DEVELOPMENT

The Company's relations with the employees and workers at all levels have been cordial. Regular orientation and development courses for various disciplines are conducted by in-house as well as outside experts. The company endeavors to care for all its employees by providing medical and welfare facilities way beyond its statutory requirements.

12) CORPORATE SOCIAL RESPONSIBILITY

The Company has been organizing Blood donation camp of its employees since last Eight years. This year 151 units were collected and donated to Blood Bank at local Hospital.

The Company also organizes Annual Fair on the occasion of Janmasthmi, in which about one lac residents of Bhilwara city and nearby villages participates with active interest. This function is being organized since last 20 years.

13) DIRECTORS

Shri Ravi Jhunjhunwala and Shri Shekhar Agarwal retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment.

Shri S. K. Churiwala resigned from the Board during the year. The Board expresses its sincere gratitude for his valuable contribution during his tenure as Director of the Company.

Shri M. K. Doogar was Co-opted as Additional Director w.e.f. 4th May, 2012 till conclusion of next Annual General Meeting.

14) AUDITORS

M/s A.L. Chechani & Company will cease to hold office as Auditors of the Company in the ensuring Annual General Meeting and are eligible for reappointment.

15) APPRECIATION

The Board records its grateful appreciation for the sincere co- operation and valuable guidance from Financial Institutions, Banks and Central and State Government Authorities.

For and on behalf of the Board

Place : Noida, U.P (ARUN CHURIWAL)

Date : 4th May, 2012 CHAIRMAN & MANAGING DIRECTOR

DIN : 00001718


Mar 31, 2011

To The Members,

The Board of Directors have pleasure to present the 40th Annual Report and Statement of Accounts for the year ended 31st March, 2011.

1) FINANCIAL RESULTS (Rs. in Crore)

Particulars This Previous Year Year

Total Turnover

a) Domestic 115.95 95.11

b) Exports 155.83 271.78 122.91 218.02

Profit before interest and 34.84 29.55 Depreciation

Less : Interest (Net) 12.63 11.03

Profit before Depreciation 22.21 18.52

Less: Depreciation 12.70 12.38

Profit before Tax 9.51 6.14

Taxation - Current year 2.07 1.21

- Deferred Tax 1.78 1.23

- Earlier years - (0.09)

Profit after Tax 5.66 3.79

2) OPERATIONS

The Division wise performance is as under :-

Value (Rs. in Crore)

This Year Previous Year Particulars Qty. Value Qty. Value

a) Fabrics (Lac Mtrs.)

- Domestic 65.32 75.05 59.13 65.72

- Exports 112.40 149.68 99.29 121.21

Total 177.72 224.73 158.42 186.93

b) Yarn(MT)

- Domestic 1381.61 27.23 920.60 14.94

- Exports 203.92 4.24 25.68 0.50

Total 1585.53 31.47 946.28 15.44

c) Job Work

Job Fabric Processing 80.40 9.10 94.35 10.64 (Lac Mtrs.)

Top, Fibre and Yarn 177 0.48 108 0.26

Dyeing (MT)

Job Spinning (MT) 177 1.61 93 1.04

Total 11.19 11.94

d) Readymade Garments

- Domestic 40376 1.31 33889 1.20 (No. of Pes.)

- Exports - 0.03 - 0.16

Total 1.34 1.36

e) Wind Power

Generation (Lac Units) 30.94 1.17 35.06 1.30

f) Export Incentives 1.88 1.05

Grand Total 271.78 218.02

3) EXPORTS

The Company's Export turnover during the year was Rs. 155.83 Crores. During the year, the export performance of the company was satisfactory and Company has been able to increase its volume and per meter price realization resulting into higher profitability during the year.

4) EXPANSIONS

A) WEAVING

The Company has installed 12 new Weaving Machines of Picanol, Belgium. The Machines have started giving value added products from 1s' September, 2010.

B) NEW TECHNOLOGY IN SPINNING

In the Spinning Department, the Company has introduced new generation of Technology from Japan. The Vortex Spinning is producing better quality of yarn.

5) OUT LOOK FOR COMPANY'S ACTIVITIES

The Company is focusing more on Exports markets by getting better price realisation and developing new products and exploring new markets in various continents for Fabric and Yarn businesses. New Domestic markets are also being explored as well as Institutional Sales.

6) NEW EXPANSION PLANS

In the Current Year, the Company plans to install 20 Toyota Airjet Weaving Machines, and is modernising its weaving and processing divisions. It also plans to double its Vortex Spinning capacity. The Total Capital Expenditure will be Rs.40.00 Crores. The Expansions will be funded through Term Loans and Internal Accruals.

These Expansions will improve overall profitability of the Company.

7) WIND POWER PROJECT

The Company's Wind Power Project at Jaisalmer had generated 30.94 Lac units during the year, as against 35.06 Lac units last year.

8) DIVIDEND

The Company has paid an Interim dividend of 7.50% (Rs. 0.75 per Equity share) during the year. The directors are pleased to recommend a final dividend of 7.50% (Rs. 0.75 per Equity share). Thus the aggregate dividend for the financial year 2010-11 works out to 15 % (Rs 1.50 per Equity share), and total payout will be Rs.179.72 lac , including dividend distribution tax of Rs. 25.34 lac.

9) DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors Confirm :-

i) That in the preparation of the Annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

ii) That they 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 and of the profit or loss of the company for that period;

iii) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That they have prepared the Annual Accounts on a going concern basis. .

10) PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

a) Energy Conservation, Technology Absorption, Foreign Exchange Earning & Outgo

As required by Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy and technology absorption and foreign exchange earnings and outgo are given in Annexure-I of this report.

b) Particulars of Employees

There was no employee who was in receipt of remuneration in excess of the ceiling prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

11) INTERNAL CONTROL SYSTEMS

The company has adequate Internal Control Systems through Internal and Management Audit of all the units of the Company regularly conducted by independent auditors.

12) HUMAN RESOURCE DEVELOPMENT

The Company's relations with the employees and workers at all levels have been cordial. Regular orientation and development courses for various disciplines are conducted by in-house as well as outside experts. The company endeavors to care for all its employees by providing medical and welfare facilities way beyond its statutory requirements.

13) DIRECTORS

Shri Salil Bhandari and Shri A. N. Choudhary retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

14) AUDITORS

M/s A.L. Chechani & Company will cease to hold office as Auditors of the Company in the ensuring Annual General Meeting and are eligible for re-appointment.

15) APPRECIATION

The Board records its grateful appreciation for the sincere co-operation and valuable guidance from Financial Institutions, Banks and Central and State Government Authorities.

For and on behalf of the Board Place : Noida, U.P (ARUN CHURIWAL)

Date : 28th April, 2011 CHAIRMAN & MANAGING DIRECTOR

DIN : 00001718














Mar 31, 2010

The Board of Directors have pleasure to present the 39th Annual Report and Statement of Accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS (Rs. in Crore)

Particulars This Previous

Year Year

Total Turnover

a) Domestic 95.11 77.73

b) Exports 122.91 218.02 110.44 188.17

Profit before interest and

Depreciation 29.55 22.53

Less : Interest (Net) 11.03 12.64

Profit before Depreciation 18.52 9.89

Less : Depreciation 12.38 9.64

Profit before Tax 6.14 0.25

Taxation - Current year 1.21 -

- Deferred Tax 1.23 0.07

- Fringe Benefit Tax - 0.21

- Earlier years (0.09) (0.08)

Profit after Tax 3.79 0.05

2. OPERATIONS

The division wise performance is as under:

Value (Rs. in Crore)

This Year Previous Year

Particulars Qty. Value Qty. Value

a) Fabric (Lac Mtrs.)

- Domestic 59.13 65.72 61.75 65.09

- Exports 99.29 121.21 93.18 108.67

Total 158.42 186.93 154.93 173.76

b) Yarn(MT)

- Domestic 920.60 14.94 657.10 9.25

- Exports 25.68 0.50 55.45 1.16

Total 946.28 15.44 712.55 10.41

c) fob Work

Job Fabric Processing

(Lac Mtrs.) 94.35 10.64 - -

Top, Fibre and Yarn

Dyeing (MT) 108 0.26 - -

Job Spinning (MT) 93 1.04 113 1.01

Total 11.94 1.01



(Rs. in Crore)

This Year Previous Year

Particulars Qty. Value Qty. Value

d) Readymade Garments

- Domestic (No. of Pes.) 33889 1.20 33015 1.05

- Exports - 0.16 0.13

Total 1.36 1.18

e) Wind Power

Generation (Lac Units) 35.06 1.30 36.69 1.34

f) Export Incentives 1.05 0.47

Grand Total 218.02 188.17



3. EXPORTS

The Companys Export turnover during the year was Rs. 122.91 Crores. Despite global recessionary conditions, Company has been able to increase its volume and per meter price realization resulting into higher profitability during the year.

4) OUT LOOK FOR COMPANYS ACTIVITIES

The Company is focusing more on Institutional Domestic sales as it is now a Composite Textile Mill. In export markets, Company plans to increase volumes by entering into new markets of Eastern Europe and Africa.

5) AMALGAMATION OF BHILWARA PROCESSORS LTD. WITH THE COMPANY

The Honble High Court, Jodhpur vide its order dated 27th January, 2010 approved the Scheme of Amalgamation of Bhilwara Processors Limited with the Company w.e.f. 1 st April, 2009. The Company therefore issued 29,57,469 Equity shares to the shareholders of Bhilwara Processors Limited as per scheme. After Amalgamation, Company will now use its resources more economically resulting into higher profitability for combined entity. The Company has also obtained status of Composite Mill from the Office of Textile Commissioner.

6) EXPANSION PLANS

a) During the Current Year, Company is planning to install 12 Nos. new Picanol Weaving Machines and replacing some machines in its processing division. The total capital expenditure will be Rs.11.00 Crores (aprox)

b) The Company is also planning to install 400 Spindles of Vortex Synthetic Spinning to be imported from Japan for production of Grey yarn at total capital cost of Rs.22.00 Crores. Both the Expansions will be funded through term loans and internal accruals.

The above expansions will improve turnover and overall profitability of the Company.

7) WIND POWER PROJECT

The Companys Wind Power Project at Jaisalmer had generated 35.06 Lac units during the year, as against 36.69 Lac units last year.

8) DIVIDEND

The Board of Directors recommend a dividend @ 7.50% on the Equity shares of the Company.

9) DIRECTORS RESPONSIBILITY STATEMENT

Your Directors Confirm :-

i) That in the preparation of the Annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

ii) That they have 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 the financial year and of the profit or loss of the company for that period;

iii) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That they have prepared the Annual accounts on a going concern basis.

10) PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

a) Energy Conservation, Technology Absorption, Foreign Exchange Earning & Outgo

As required by Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy and technology absorption and foreign exchange earnings and outgo are given in Annexure-I of this report.

b) Particulars of Employees

The information of employees getting salary in excess of the limits as prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, who were employed throughout or for part of the financial year under review is given as Annexure-ll forming part of this report.

11) INTERNAL CONTROL SYSTEMS

The company has adequate Internal Control Systems through Internal and Management Audit of all the units of the Company regularly conducted by independent auditors.

12) HUMAN RESOURCE DEVELOPMENT

Companys relations with the employees and workers at all levels have been cordial. Regular orientation and development courses for various disciplines are conducted by in house as well as outside experts. The company endeavors to care for all its employees by providing medical and welfare facilities way beyond its statutory requirements.

13) DIRECTORS

Shri Sushil Jhunjhunwala and Shri Shekhar Agarwal retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

14) AUDITORS

M/s A.L Chechani & Company will cease to hold office as Auditors of the Company in the ensuring Annual General Meeting and are eligible for re-appointment.

15) APPRECIATION

The Board records its grateful appreciation for the sincere co- operation and valuable guidance from Financial Institutions, Banks and Central and State Government Authorities.

For and on behalf of the Board

(ARUN CHURIWAL)

Place : Noida Chairman & Managing Director

Date : 29th April, 2010 DIN : 00001718





 
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