Directors Report of Candour Techtex Ltd.

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting the 32^nd Annual Report together with Audited Financial Statements for the year ended 31^st March, 2018. The Financial Statements have been prepared after giving accounting effect to the demerger of the business of CHANDNI TEXTILES ENGINEERING INDUSTRIES LIMITED (i.e. Engineering Division) along with a wholly-owned subsidiary company of your company CHANDNI MACHINES PRIVATE LIMITED. The Financial Results of the Company have been summarized and given below:

FINANCIAL PERFORMANCE

(Rs. In Lacs)

	2017-2018	2016-2017
Revenue from operations	4904.35	5393.79
Other Income	107.81	88.10
Total Revenue	5021.16	5481.89
Profit before depreciation, finance costs & tax	259.52	114.42
Less: Depreciation	57.77	50.62
Finance Costs	3.68	3.70
Profit before tax	198.07	60.10
Tax Expense
Current tax	40.61	10.24
Deferred tax	15.65	5.76
Wealth tax	0.00	0.00
Profit after tax	141.81	44.10
Balance brought forward from previous year	53.09	8.99
Less: Profit of demerged undertaking from appointed date (01/04/2016 to 31/03/2017) transferred to CMPL	(55.02)	-
Balance carried to balance sheet	139.88	53.09

FINANCIAL HIGHLIGHTS

During the year under review, the turnover of the company has decreased from 5393.78 lacs as compared to previous year to 4904.35 lacs in the current year. The Profit before tax has increased from 60.10 lacs in the previous year to 198.07 lacs in the current year. The Net Profit increased from 44.10 lacs in the previous year to 141.82 lacs in the current year.

DIVIDEND

In order to conserve the resources of Company, your Directors do not recommend any dividend.

SCHEME OF ARRANGEMENT / DEMERGER

Scheme of Arrangement (“Scheme”) between Chandni Textiles Engineering Industries Limited (“Demerged Company”) and Chandni Machines Limited (“Resulting Company”) and their respective shareholders. Pursuant to the Scheme of Arrangement under section 230 to 232 read with Section 52 and 66 of the Companies Act, 2013 as sanctioned by the Hon’ble National Company Law Tribunal bench at Mumbai on 21^st January, 2018, the Demerged Company i.e. Engineering Division of Chandni Textiles Engineering Industries Limited has been transferred and vested in the Resulting Company on a going concern basis with effect from July 01, 2016 i.e. the appointed date under the Scheme.

The Scheme of Arrangement became effective on 24^th January, 2018, being the last date on which all the conditions and approvals referred to in the Scheme have been fulfilled / obtained and therefore, the effect of the Scheme was considered in the financial statements of the company for the year ended 31^st March, 2018. In terms of the Scheme, the business and transactions of demerged undertaking were carried on and held by the Demerged Company in trust for and on account of the Resulting Company from the appointed date till the Scheme became effective. Pursuant thereto, all assets and liabilities have been transferred to the Resulting Company at their respective book values on the appointed date and duly adjusted by subsequent transactions carried on in trust.

Also, the profit or income accruing or expenditure or loss arising or incurred relating to the business of demerged undertaking from the appointed date are treated as the profit or income or expenditure or loss, as the case may be, of the Resulting Company. The Scheme has accordingly been given effect to in the accounts for the current year. As per the Scheme, the Resulting Company will issue equity shares in the ratio of 1:5 to the shareholders of the Demerged Company.

REORGANISATION OF SHARE CAPITAL

As per the Scheme of Arrangement the Securities Premium Account of the Demerged Company will be reduced from Rs. 3, 22, 74,330 divided into 32, 27, 433 equity shares of Rs. 10/- each in the ratio of 1:5 i.e. 1 equity shares of Chandni Machines Limited (CML) of Rs. 10/- each fully paid up for every 5 equity shares of Chandni Textiles Engineering Industries Limited (CTEIL) of Rs. 10/- each fully paid up on the Record date of 20^th August, 2018.

ALLOTMENT OF SHARES BY THE RESULTING COMPANY

Chandni Machines Limited (CML), the Resulting Company will allot and issue to the shareholders of Chandni Textiles Engineering Industries Limited (CTEIL), the Demerged Company 1 (One) Equity Shares of Rs. 10/each fully paid up for every 5 (Five) Equity Shares of Rs. 10/- each held by the shareholders of the record date. Accordingly, 32,27,433 equity shares of Rs. 10/- will be allotted and issued by Chandni Machines Limited which will be adjusted from Securities Premium Account as per the Scheme of Arrangement and after rounding off the fraction to the nearest integer.

The existing Equity Share capital for an amount of Rs. 1, 00, 000/- represented by 10,000 Equity Shares of Rs. 10/- each held by Chandni Textiles Engineering Industries Limited in Chandni Machines Limited (Formerly known as “Chandni Machines Private Limited”), will be cancelled and shareholders holding 10,000 Equity Shares of Rs. 10/- each of the Resulting Company on the effective date shall not be issued or allotted any new shares by the Resulting Company or by the Demerged Company against such shares upon such cancellation. Consequently, Chandni Machines Limited will cease to be the Wholly Owned Subsidiary Company of Chandni Textiles Engineering Industries Limited.

TRANSFER TO RESERVES

An amount of Rs. 139.88 lacs is proposed to be retained in the Profit & Loss Account.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Management Discussion & Analysis forms part of the Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments affecting the financial position of the Company, except transfer of assets and liabilities for giving effect to the order from National Company Law Tribunal, Division Bench, Mumbai was recorded after Demerger pursuant to the Scheme of Arrangement to the close of the Financial Year.

PUBLIC DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review and there are no outstanding deposits which are pending for repayment.

CORPORATE GOVERNANCE

In line with requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 your Company is committed to the principles of good Corporate Governance and continues to adhere good corporate governance practices consistently.

A separate section is given on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance with conditions of Corporate Governance, as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Amita Jayesh Mehta, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board of Directors recommends her re-appointment.

None of the Directors is disqualified for appointment/ re-appointment under Section 164 of the Companies Act, 2013. As required by law, this position is also reflected in the Auditor’s Report.

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under Section 149(6) of the Companies Act, 2013.

Ms. Gayatri Valan resigned as Company Secretary & Compliance Officer of the company with effect from 14^th December, 2017.

Ms. Khushboo Shah was appointed as Company Secretary and Compliance Officer of the company in its Board Meeting held on 11^th January, 2018.

The Composition of the Board, meetings of the Board held during the year and the attendance of the Directors thereat have been mentioned in the Report on Corporate Governance in the Annual Report.

As required under Section 203 of the Companies Act, 2013, the Company has noted that Mr. Jayesh Ramniklal Mehta, Managing Director; Mr. Shailesh Pandurang Sankav, Chief Financial Officer and Ms. Khushboo Shah, Company Secretary are the Key Managerial Personnel of the Company.

EVALUATION OF BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Independent Directors at their meeting without participation of Non-Independent Directors and management considered and evaluated the Boards’ performance, performance of the Directors.

The Board has carried out an annual evaluation of its own performance and performance of the individual Directors as well as the Committee of Directors.

FAMILIARIZATION PROGRAMME

The details of programs for familiarization of Independent Directors with the Company, their roles, responsibilities in the Company and related matters are put up on the website of the company at the link http://www.cteil.com/ pdf/Familiarization%20Program%20of%20Independent%20Directors.pdf

POLICY ON NOMINATION AND REMUNERATION COMMITTEE

The objective of the Policy:

(a) To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

(b) To determine remuneration based on the Company’s size and financial position and trends and practices on remuneration prevailing in peer companies.

(c) To carry out evaluation of the performance of Directors

(d) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

The Company for the year under review has not paid any remuneration by way of sitting fees to Non-Executive Directors.

AUDIT COMMITTEE

The Company has in place a Board Level Audit Committee, in terms of the requirements of the Companies Act, 2013 read with rules made thereunder and Regulation 18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the details in respect of which are given in Corporate Governance Report. Further, there has been no instance where the Board of Directors has not accepted the recommendation of Audit Committee.

VIGIL MECHANISM

The Vigil Mechanism Policy of the Company, which also incorporates a Whistle Blower Policy in terms of the Listing Agreement/ SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for directors and employees to report concern about unethical behavior, actual or suspected fraud. Protected disclosures can be made by a whistle blower in writing to the Whistle Officer and under the said mechanism; no person has been denied access to the Chairman of the Audit Committee.

The Vigil Mechanism Policy may be accessed on the Company’s website at the link http://www.cteil.com/pdf/ Vigil%20Mechanism%20or%20Whistle%20Blower%20Policy.pdf

NUMBER OF MEETINGS OF THE BOARD

During the year under review, five Board Meetings were conducted. The details of the same have been given in the Corporate Governance Report under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forming part of this Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year, the Company has not entered into any contracts/ arrangements with a related party as specified under Section 188 of the Companies Act, 2013 except for the payment of remuneration to Managing Director and Key Managerial Personnel. Hence, reporting under AOC-2 is not required. The policy materiality of related party transactions and dealing with related party transactions is available on the Company’s website at the link:

http://www.cteil.com/pdf/Policy%20on%20Related%20Party%20Transactions.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of investments covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the Note No. 4 to the Financial Statements. The Company has not given any loans and guarantees under Section 186 of the Act during the Financial Year 2017-2018.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, no reportable material weakness in the design or operation was observed in the internal financial controls.

RISK MANAGEMENT POLICY

Pursuant to section 134(3) (n) of the Companies Act, 2013 and Regulation 21 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company has formulated a Risk Management Policy to mitigate the risks. Major risks identified by each of the businesses and functions are systematically addressed through mitigation actions on a continuing basis and are reported periodically to the Audit Committee and the Board. The details of the Risk Management functions are covered in the Corporate Governance Report.

STATUTORY AUDITORS

As per Section 139 of the Companies Act, 2013, M/s Ambavat Jain & Associates, LLP Chartered Accountants (Firm Registration No. : 109681W) were appointed as Statutory Auditors of the Company for a period of Five (5) years till the conclusion of Thirty Sixth Annual General Meeting of the Company.

SECRETARIAL AUDITOR

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 appointed M/s Ajay Anil Thorat & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 20172018. The report is attached herewith as Annexure - I to the Board’s Report.

M/s Ajay Anil Thorat & Associates, Practicing Company Secretaries, in their Secretarial Audit Report have made certain qualifications. The auditor’s qualifications and Boards explanation thereto are summarized as under:

	Auditors Qualifications	Board’s explanation
1.	In Form AOC-4 XBRL for FY 2016-17, date of Board Resolution is written as 29/09/2017 (which is in fact date of AGM).	It should be the date of Board Resolution i.e. 30th May, 2017, the company inadvertently wrote the date of AGM, however the e-form has been approved without any error.
2.	Internal Auditor has been appointed in the last quarter of the financial year; however, Form MGT-14 for appointment of Internal Auditor has not been filed.	Company has filed MGT-14 with a late fee, however, Internal Auditor was appointed during the Financial Year 2017-2018 and Internal Auditor has given report for entire year.
3.	For certain remarks of us pertaining to earlier years report which was written by us in italic font, however, in the final printed and filed report the said remarks were not printed in italic fonts.	The Secretarial Audit Report was incorporated in the last year’s Annual Report as it is. However, some remarks which were in italic font were printed normally. The company will take care in future.
4.	In NCLT order, point no 10 page no 5, it is written as conversion of public company into private company, however, as per me it should be vice-versa.	Order was received from Hon’ble National Company Law Tribunal though it is obvious that a private limited company will be converted into public limited company and the same is mentioned in the Scheme of Arrangement.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS

There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status and the Company’s operation in future.

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

a) Conservation of Energy

i. Inspite of not being intensive, your Company enforces strict discipline in reducing power consumption

ii. Idle running of machinery consuming high power is restricted to the loading and unloading cycles of the respective machines.

b) Technology Absorption

Your Company has not imported any technology for manufacture of machinery.

c) Foreign Exchange Earnings and Outgo

	FY 2017-2018	FY 2016-2017
Total Foreign Exchange Outgo	2,01,95,085	23,49,052
Total Foreign Exchange earned (FOB)	NIL	4,86,281

EXTRACT OF ANNUAL RETURN

In accordance with Section 134 (3) (a) along with Section 92(3) of The Companies (Amendment) Act, 2017 the details forming part of the Extract of Annual Return in Form MGT-9 is annexed herewith as Annexure -II to this Report.

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 in the Annexure III.

There are no employees employed throughout the financial year who was in receipt of remuneration of INR 1.02 crore or more, or employed for part of the year and in receipt of INR 8.5 lakh or more a month, as mentioned under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013 with respect to Director’s Responsibility Statement, it is hereby confirmed that in the preparation of the Annual Accounts:

- The applicable accounting standards had been followed along with proper explanation relating to material departures have been given;

- 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 31^st March, 2018 and of its profit for the year;

- 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;

- The annual accounts have been prepared on a going concern basis;

- The directors have laid down internal financial controls to be followed by the Company. Internal Financial Controls are adequate and were operating effectively;

- Proper Systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the timely assistance and help extended by the Bankers for having provided the required bank facilities. Your Directors wish to place on record their appreciation of the contributions made by the employees at all levels for the continued good performance of your company.

For and on behalf of the Board of Directors

Jayesh R. Mehta

Place: Mumbai (DIN:00193029)

Date: 14^th August, 2018 Chairman & Managing Director

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report together with Audited Financial Statements for the year ended 31st March, 2015:

1. Financial Results: In Lacs

2014-2015 2013-2014

Revenue from operations 2633.25 1323.60

Other Income 116.68 89.00

Total Revenue 2749.93 1412.60

Profit before depreciation, (93.08) 60.30 finance co sts & tax

LessDepreciation 32.22 21.30

Finance Costs 8.81 4.19

Profit before tax & (134.11) 34.80 exceptional items

Less Exceptional ite ms 141.58 16.45

Profit before tax 7.47 18.35

Tax Expense _

Current tax 0.00 0.00

Deferred tax 1.51 6.20

Wealth tax 0.13 0.00

Profit after t ax 5.83 12.15

Balance brought forward 23.78 11.63 from previous year

Less : - Adjustments 1.85 21.93 relating to fixed assets

Balance carried to 27.76 23.78 balance sheet

2. Results of Operation and State of Company's Affairs

During the year under review, the turnover of the company has increased to Rs. 2633.25 lacs in the current year from Rs. 1323.60 in the last year. The Profit before tax has decreased from Rs. 18.35 lacs in the previous year to Rs. 7.47 lacs in the current year. The Net Profit decreased from Rs. 12.15 lacs in the previous year to Rs. 5.83 in the current year. A detailed analysis of performance for the year has been covered in the Management Discussion and Analysis, which forms part of the Annual Report.

No material changes and commitments have occurred after the close of the year till the date of this Report, which affects the financial position of the Company.

There has not been any change in the nature of business of the company.

3. Dividend

In order to conserve the resources of Company, your Directors do not recommend any dividend.

4. Transfer to Researves

An Amount of Rs. 27.76 lacs is proposed to be retained in Profit & Loss Account.

5. Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with BSE, is presented in a separate section forming part of the Annual Report.

6. Directors Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013 with respect to Director's Responsibility Statement, it is hereby confirmed that in the preparation of the Annual Accounts:

a. The applicable accounting standards had been followed along with proper explanation relating to material departures have been given;

b. 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 31st March, 2015 and of its profit for the year;

c. Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e. The directors have laid down internal financial controls to be followed by the Company. Internal Financial Controls are adequate and were operating effectively;

f. Proper Systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under the Listing Agreement forms part of this Annual Report. The requisite certificate from Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

8. Internal Financial Controls

The Company has in place adequate internal financial controls with reference to the financial statements. During the year no reportable material weakness in the design or operation were observed.

9. Risk Management

The Board has been entrusted with the responsibility to oversee and approve the Company's enterprise wide risk management framework and oversee that all the risks that the organization faces have been indentified and assessed. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

10. Directors and Key Managerial Personnel

I. Retirement by Rotation

In accordance to the provisions of section 152 (6) of Companies Act, 2013 and the Articles of Association of the Company, Mrs. Amita J. Mehta, Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment. The Board recommends her re-appointment.

ii. Independent Directors

The Independent Directors have submitted their declaration of independence, as required pursuant to provisions of section 149 (7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section 6.

iii. Profile of Director Seeking re-appointment

As required under clause 49 of the Listing Agreement, particulars of a Director retiring by rotation and seeking re-appointment as Director at the ensuing Annual General Meeting is annexed to the notice is convening 29th Annual General Meeting.

iv. Key Managerial Personnel

The following persons were designated/ appointed as Key Managerial Personnel during the year:

1) Mr. Jayesh R Mehta, Chairman and Managing Director

2) Mr. Shailesh P Sankav, Chief Financial Office

3) Ms. Gayatri Valan, Company Secretary

v. Board Evaluation

During the year, the Board has carried out evaluation of its performance, its committees and individual directors, including the Chairman of the Board. The Board has evaluated the composition of Board, its Committees, experience and expertise, performance of obligations etc. Performance of individual Directors and the Board Chairman was also carried out in terms of attendance, contribution to the meetings, timely availability of the documents/agenda etc. Directors were satisfied with the evaluation on different criteria.

vi. Familiarization Programme

The details of programmes for familiarization of Independent Directors with the Company, their roles, responsibilities in the Company and related matters are put up on the website of the company at the link http://www.cteil.com/pdf/Familiarization%20Program%20of%20Independent%20 Directors.pdf

Vii.Nomination of Remuneration Policy

The Objective of the Policy

a. To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

b. To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies.

c. To carry out evaluation of the performance of Directors

d. To retain, motivate and promote talent and to ensure long term sustainability of talenrted managerial persons and create competitive advantage.

11. Auditors and Auditors Report

M/s Chandan Parmar & Co., Chartered Accountants, Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that if re-appointed it would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Board has duly reviewed the Statutory Audit Report on the Accounts. The observations and comments, appearing in the Auditors' Report are self explanatory and do not call for any further clarification/ comments. The Auditors report does not contain any qualification, reverse or adverse remark.

12. Secretarial Auditor

Pursuant to provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s Ajay Anil Thorat & Associates, Company Secretaries, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2014-2015. The Secretarial Audit Report is annexed herewith marked as Annexure I to this Report. The Board has duly reviewed the Secretarial Audit Report and the observations and comments, appearing in the report are self explanatory.

Clarifications on comments by Secretarial Auditor

a) The Company has an Internal Auditor.

b) Pending clarification of rules, there was a delay in filing Form MGT- 15. The said form will be filed by paying the prescribed fees.

c) The Company will look into the matter regarding satisfaction of charge at the earliest.

d) Managing Director was duly appointed for a term of five years vide special resolution dated 26th September, 2012 at the Annual General Meeting. Due to the enactment of the New Companies Act, 2013, the Company will included the resolution for appointment of Managing Director in this year's notice convening the 29th Annual General Meeting for shareholders approval.

e) The adoption of new set of Articles of Association pursuant to Companies Act, 2013 will be considered by way of Postal Ballot. As all the provisions of the Companies Act, 2013 were not notified, the company decided to prolong the process.

f) The Board of Directors had passed a resolution for investment of funds of the Company as per the Companies Act, 1956 however due to the enactment of Companies Act, 2013, a fresh board resolution was passed on 13.02.2015 ratifying the investments done with effect from 1.04.2014.

g) Company will take proper care to mention the DIN in all concerned documents.

h) The form for Appointment of Secretarial Auditor will be filed by paying the prescribed fees.

I) The Company already had Mr. Shailesh Sankav as Vice-President Finance who was incharge of the Financial Operations in the Company; he was re-designated as Chief Financial Officer to comply with the section 203 of the Companies Act. The existing Company Secretary of the Company had resigned and the Company had been searching for a suitable candidate for the post. All reasonable efforts to comply with the provision of the Act were taken. As soon as a suitable candidate was identified, the post was filled.

13. Disclosures

Audit Committee

The Audit Committee comprises of Mr. R.C. Garg as the Chairman and Dr. Bharat Bhatia & Mr. V.G. Joshi as the members. More details on the Committee are given in the Corporate Governance Report.

Vigil mechanism

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy on Vigil Mechanism/ Whistle Blower Policy may be accessed on the Company's website at the link http://www.cteil.com/pdf/Vigil%20Mechanism%20or%20Whistle%20Blower%20Pol icy.pdf.

Meetings of the Board

During the year five Board Meetings were convened and held, the details of which are given in the Corporate Governance Report, which is part of this Annual Report.

Contracts and Arrangements with Related Parties

There were no contracts or arrangements with the related parties except for payment of remuneration to Managing Director and KMP. The Policy on Related Party Transaction may be accessed on the Company's website at the link http://www.cteil.com/pdf/Policy%20on%20Related%20Party%20Transactions%20 Policy.pdf

Particulars of loans, guarantees or investments

No Loans or guarantees have been given by the Company and the details of investments made are given in the notes to the Financial Statements.

14. Conservation of Energy, technology Absorption, Foreign Exchange Earnings and Outgo

a) Conservation of Energy

I. Inspite of not being power intensive, your company enforces strict discipline in reducing power consumption

ii. Idle running of machinery consuming high power is restricted to the loading and unloading cycles of the respective machines.

b) Technology Absorption

Your Company has not imported any technology for manufacture of machinery.

c) Foreign Exchange Earnings and Outgo

FY 2014-15 FY 2013-14

Total Foreign Exchange Outgo 71,31,014 94,36,334

Total Foreign Exchange earned (FOB) 6,21,293 12,41,634

15. Extract of Annual Return

The relevant information in the prescribed form MGT-9 pertaining to annual return is attached to this report as Annexure II.

16. Particulars of Employees and related disclosures

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 are given in Annexure III.

There are no employees in receipt of the remuneration exceeding the limit prescribed under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

17. General

Yours Directors state that no reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to Deposits covered under Chapter V of the Companies Act, 2013

b) Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

c) Issue of Sweat Equity Shares or Stock Option to employees of the Company.

d) No significant and material orders were passed by the regulators or courts or tribunals which impacts the going concern of status and Company's operation in future.

Yours directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

18. Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Members, Company's Bankers HDFC Bank Ltd, Union Bank of India and Bank of India, suppliers, vendors, customers during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board of Directors Place: Mumbai Jayesh R. Mehta Date: 29th May, 2015 Chairman & Managing Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report together with Audited Financial Statements for the year ended 31st March, 2014

Performance Highlights :

(in Lacs)

2013-2014 2012-2013

Revenue from operations 1323.60 1867.54

Other Income 89.00 99.51

Total Revenue 1412.60 1967.05

Profit before depreciation, finance costs & tax 60.30 76.39

Less: Depreciation 21.31 14.07

Finance Costs 4.19 6.73

Profit before tax & exceptional items 34.80 55.59

Less : Exceptional items 16.45 52.97

Profit after tax & exceptional items 18.35 2.62

Tax Expense

Current tax 0.00 8.53

* Deferred tax 6.20 (9.69)

Profit after tax 12.15 3.78

Balance brought forward from previous year 11.63 7.85

Balance carried to balance sheet 23.78 11.63

Dividend

In order to conserve the resources, your Directors do not recommend any dividend.

Operations Review

During the year under review, the turnover of the Company has decreased from Rs.1867.54 lacs in the previous year to Rs.1323.60 lacs in the current year. However, the profits before tax have increased from Rs.2.62 lacs in the previous year to Rs.18.35 lacs in the current year. The Velvet manufacturing plant is working at full capacity and the Company proposes to treble the capacity.

Insurance

The Company has made necessary arrangement for adequately insuring its insurable assets.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Out Go:

A) Conservation of Energy:

I) Inspite of not being power intensive, your Company enforces strict discipline in reducing power consumption even for its auxiliary services.

ii) Idle running of machinery consuming high power is restricted to the loading and unloading cycles of the respective machines.

B) Technology Absorption:

Your Company has not imported any technology for manufacture of machinery

C) Foreign Exchange Earnings and out go :

(In Rupees )

FY 2013-14 FY 2011-12

Total Foreign Exchange outgo 94,36,334 2,56,73,626

Total Foreign Exchange earned (FOB) 12,41,634 9,21,659

Employee

There is no employee in receipt of the remuneration exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975

Directors

Mr. J. R. Mehta, Managing Director of the Company retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for reappointment.

Your Directors recommend the re-appointment Mr J. R. Mehta as a Managing Director of the Company.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, the Board of Directors is seeking appointment of Mr. R. C. Garg, Dr. Bharat Bhatia and Mr. V. G. Joshi as Independent Directors for a term of five consecutive years upto the conclusion of the 33rd Annual General Meeting in the calender year 2019. Details of the proposal for appointment of Mr. Garg, Dr. Bhatia and Mr. Joshi are mentioned In statement pursuant to Section 102 of the Compaines Act, 2013 in the Notice of Annual General Meeting. The aforesaid directors fulfill the conditions specified tin the Companies Act, 2013 and rules made thereunder for their appointment as Independent Directors. The Board is of the opinion that their continued association as independent Directors shall immensely benefit the Company. Accordingly, the Board recommends their appointment as independent directors by the shareholders upto the conclusion of the 33rd Annual General Meeting in the calender year 2019.

Information pertaining to these Directors is given in Corporate Governance Section which forms part of this annual report.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that in the preparation of the Annual Accounts :

a) The applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given ;

b) 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 31st March, 2014 and its profit for that year;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The accounts have been prepared on a going concern basis;

Corporate Governance

Our Company has complied with the applicable provisions of Corporate Governance as prescribed in the revised clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report alongwith certificate from M/s. Chandan Parmar & Co, Auditors of the Company.

Auditors

The Auditors M/s. Chandan Parmar & Co retire at the ensuing Annual General Meeting and are eligible for re- appointment.

Acknowledgement

Your Directors thank the Shareholders, Company''s Bankers HDFC Bank Ltd, Union Bank of India and Bank of India, suppliers, valued customers and employees at all levels for their continued co-operation and assistance during the year.

On behalf of the Board

Place : Mumbai Mr. J. R. Mehta, Date : 26th May, 2014 Chairman & Managing Director

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 27th Annual Report together with Audited Financial Statements for the year ended 31 st March, 2013.

Performance Highlights:

(Rs. in Lacs)



B) Technology Absorption:

Your Company has not imported any technology for manufacture of machinery.

Employee

There is no employee in receipt of the remuneration exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975

Directors

Mr. R.C. Garg, Director of the Company retires by rotation and is eligible for reappointment which your Directors recommend. Information pertaining to Mr. R. C. Garg is given in Corporate Governance Section which forms part of this annual report.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that in the preparation of the Annual Accounts :

a) The applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given ;

b) 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 as at 31st March, 2013 and its profit for that year;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The accounts have been prepared on a going concern basis;

Corporate Governance

Our Company has complied with the applicable provisions of Corporate Governance as prescribed in the revised clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report alongwith certificate from M/s. Chandan Parmar & Co, Auditors of the Company.

Auditors

The Auditors M/s. Chandan Parmar & Co retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Acknowledgement

Your Directors thank the Shareholders, Company''s Bankers HDFC Bank Ltd, Union Bank of India and Bank of India, suppliers, valued customers and employees at all levels for their continued co-operation and assistance during the year.

On behalf of the Board

Place : Mumbai

Date : 28th May, 2013 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting the 26th Annual Report together with Audited Financial Statements for the year ended 31st March, 2012.

Performance Highlights :

(Rs. in Lacs)

2011-2012 2010-2011

Revenue from operations 7336.57 7169.74

Other Income 101.93 106.76

Total Revenue 7438.50 7276.50

Profit before depreciation, finance costs & tax 62.51 630.40

Less : Depreciation 14.06 13.64

Finance Costs 11.64 5.25

Profit before tax & exceptional items 36.81 611.51

Add :Exceptional items 30.11 (6.50)

Profit after tax & exceptional items 66.92 605.01

Tax Expense

- Current tax 25.00 149.00

- Deferred tax 6.18 57.33

- Tax of earlier years (0.81) 0.85

Profit after tax 36.54 397.83

Balance brought forward from previous year (28.69) (426.52)

Balance carried to balance sheet 7.85 (28.69)

Dividend

In order to conserve the resources, your Directors do not recommend any dividend.

Operations Review

During the year under review, the turnover of the Company has increased from Rs.7169.74 lacs in the previous year to Rs.7336.57 lacs in the current year. However, the profits after tax have decreased from Rs.397.83 lacs in the previous year to Rs.36,54 lacs in the current year due to the decrease in turnover of the Engineering Division from Rs.1851.27 lacs in the previous year to Rs. 548.01 lacs in the current year mainly due to high import cost and refurbishing cost.

Insurance

The Company has made necessary arrangement for adequately insuring its insurable assets.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Out Go:

A) Conservation of Energy:

i) Inspite of not being power intensive, your Company enforces strict discipline in reducing power consumption even for its auxiliary services.

ii) Idle running of machinery consuming high power is restricted to the loading and unloading cycles of the respective machines.

B) Technology Absorption:

Your Company has not imported any technology for manufacture of machinery

Employee

There is no employee in receipt of the remuneration exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975

Directors

Mr. Jayesh Mehta has been re-appointed as Managing Director of the Company for a period of five (5) years w.e.f 1st April, 2012, subject to the approval of the shareholders at the ensuing Annual General Meeting.

Dr. Bharat Bhatia, Director of the Company retires by rotation and is eligible for reappointment.

Your Directors recommend the re-appointment of Mr. Jayesh Mehta as Managing Director and Dr. Bharat Bhatia as a Director of the Company.

Information pertaining to these Directors is given in Corporate Governance Section which forms part of this annual report.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that in the preparation of the Annual Accounts :

a) The applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given ;

b) 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 31st March, 2012 and its profit for that year;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The accounts have been prepared on a going concern basis;

Corporate Governance

Our Company has complied with the applicable provisions of Corporate Governance as prescribed in the revised clause 49 of the

Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report alongwith certificate from M/s Chandan Parmar & Co, Auditors of the Company.

Auditors

The Auditors M/s. Chandan Parmar & Co retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Acknowledgement

Your Directors thank the Shareholders, Company's Bankers HDFC Bank Ltd, Union Bank of India and Bank of India, suppliers, valued customers and employees at all levels for their continued co-operation and assistance during the year.

On behalf of the Board Chairman

Place : Mumbai Date : 30th May, 2012

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Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the 25th Annual Report together with Audited Statement of Accounts for the year ended 31 st March, 2011.

Performance Highlights:

( Rs. in Lacs)

2010-2011 2009-2010

Sales & other income 7343.41 4302.70

Profit before depreciation, interest & tax 630.40 221.52

Less: Depreciation 13.64 12.66

Interest 5.25 10.16

Profit before tax & exceptional items 611.51 198.70

Less: Exceptional items 6.50 (5.22)

Profit after tax & exceptional items 605.01 203.92

Provision for tax Current tax 149.00 13.10

Deferred tax Liability / (asset) 57.33 79.24

Fringe Benefit tax 0.00 (0.03)

Short/(Excess) provision for tax . 0.85 -

Profit after tax 397.83 111.62

Balance brought forward from previous year (426.52) (538.13)

Balance carried to balance sheet (28.69) 426.52

Dividend

In view of the accumulated losses, your Directors do not recommend any dividend.

Operations Review

During the year, your Company has achieved sales of Rs.7236.65 lacs, as against Rs.4228.65 lacs in the previous year. Sales from Engineering Division was Rs.1851.27 lacs against Rs.550.14 Lacs in the previous year. Sales from Textile Division was Rs.5385.37 lacs against Rs.3676.30 Lacs in the previous year.

Insurance

The Company has made necessary arrangement for adequately insuring its insurable assets. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and outgo :

A) Conservation of Energy:

i) Inspite of not being power intensive, your Company enforces strict discipline in reducing power consumption even for its auxiliary services.

ii) Idle running of machinery consuming high power is restricted to the loading and unloading cycles of the respective machines.

B) Technology Absorption:

Your Company has not imported any technology for manufacture of machinery

C) Foreign Exchange Earnings and out go : 2010-11 2009-10

Rs. Rs.

Total Foreign Exchange used 7,25,19,241 5,03,21,962

Total Foreign Exchange earned (FOB) 23,01,408 51,74,313

Employee

There is no employee in receipt of the remuneration exceeding the limit prescribed under section 217 (2A) of the Companies Act,1956 read with Companies (Particulars of Employees) Rules, 1975

Directors' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that in the preparation of the Annual Accounts:

a) The applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given;

b) 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 as at 31st March, 2011 and its profit for that year;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing detecting fraud and other irregularities;

d) The accounts have been prepared on a going concern basis; Directors

Mrs. A.J. Mehta, Director of the Company retires by rotation and is eligible for reappointment.

Mr. R.C. Garg who was appointed as additional director w.e.f 12th November, 2010, holds office upto the date of the ensuing Annual General Meeting. Your approval is sought for his appointment vide resolution set out in the accompanying AGM notice.

Corporate Governance

Our Company has complied with the applicable provisions of Corporate Governance as prescribed in the revised clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report alongwith certificate from Chandan Parmar & Co, Auditors of the Company.

Auditors

The Auditors M/s. Chandan Parmar & Co retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Acknowledgement

Your Directors thank the Shareholders, EDC Ltd., Company's Bankers HDFC Bank Ltd, Union Bank of India and Bank of India,ICICI Bank Ltd. suppliers, valued customers and employees at all levels for their continued co-operation and assistance during the year.

On behalf of the Board

Place: Mumbai

Date : 26th May, 2011

Chairman

J. R. Mehta

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Mar 31, 2010

The Directors have pleasure in presenting the 24th Annual Report together with Audited Statement of Accounts for the year ended 31 st March, 2010.

Performance Highlhghts:

(Rs. in Lacs)

Particulars 2009-2010 2008-2009

Sales & Other income 4302.70 1176.87

Profit/(Loss) before Depreciation, Interest & Tax 221.52 (425.00)

Less : Depreciation 12.66 31.89

Interest 10.16 25.06

Profit/(Loss) before tax & exceptional items 198.70 (481.95)

Add : Exceptional items 5.22 73.57

Profit / (Loss) after tax & exceptional items 203.92 (408.38)

Provision for tax

- Current tax 13.10 -

- Deferred tax Liability / (asset) 79.24 (152.26)

- Fringe Benefit tax (0.03) 1.23

- Short/ (Excess ) provision for tax - 0.04

Profit/(Loss) after tax 111-62 (257.39)

Balance Loss brought forward from previous year (538.13) (280.74)

Balance Loss carried to balance sheet (426.52) (538.13)

Dividend

In view of the accumulated loss, your Directors do not recommend any dividend. Operations Review

(a) Engineering Division

Your Company has successfully revived the Engineering Division and launched advanced model of twisting machine which has been well received in the market. The shareholders had approved the commencement of business of trading in all types of machinery vide special resolution passed at the Extra-ordinary General Meeting (EGM) of the Company held on 5th November, 2009. The Company has successfully commenced the business of trading in all types of machines especially injection moulding machines and machine tools and has achieved a turnover of Rs.556.83 lacs during the last quarter. of 2009-10

(b)Textile Division

The shareholders had approved the disposal of textile undertaking vide ordinary resolution dated 3rd, December, 2009 passed through postal ballot result of which were announced on 9th January, 2010. However the Company has not yet disposed the textile undertaking. The Company continues to cater to its. customers by outsourcing the products due to lack of sizeable orders.

Preferential Issue of Shares

The Company successfully concluded the issue of 62,50,000 equity shares of the face value of Rs.10/- each at the price of Rs.16/- per share to persons other than promoters on a preferential basis which the shareholders had approved vide special resolution passed at the EGM held on 5th November, 2009.

Insurance

The Company has made necessary arrangement for adequately insuring its insurable assets.

Conservation of Energy,Technology Absorption, Foreign Exchange Earning and Out Go:

A) Conservation of Energy:

i) Inspite of not being power intensive, your Company enforces strict discipline in reducing power consumption even for its auxiliary services.

ii) Idle running of machinery consuming high power is restricted to the loading and unloading cycles of the respective machines.

Technology Absorption:

Your Company has not imported any technology for manufacture of machinery

C) Foreign Exchange Earnings and Out go : 2009 -10 2008- 09 Rs. Rs.

Total Foreign Exchange Outgo 4,99,11,915 17,95,694

Total Foreign Exchange earned (FOB) 51,74,313 36,44,786

Employee

There is no employee in receipt of the remuneration exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975

Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that in the preparation of the Annual Accounts

a) The applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given;

b) 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 31st March, 2010 and its profit for that year;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in

accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing detecting fraud and other irregularities ;

d) The accounts have been prepared on a going concern basis.

Directors

Mr. V.G. Joshi, Director of the Company retires by rotation and is eligible for reappointment.

Corporate Governance

Our Company has complied with the applicable provisions of Corporate Governance as prescribed in the revised clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report alongwith certificate from Chandan Parmar & Co, Auditors of the Company.

Auditors

The Auditors M/s. Chandan Parmar & Co retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Acknowledgment

Your Directors thank the Shareholders, EDC Ltd., Companys Bankers HDFC Bank Ltd., Union Bank of India and Bank of India, suppliers, valued customers and employees at all levels for their continued co- operation and assistance during the year.

On behalf of the Board Chairman

Place: Mumbai

Date : 28th May, 2010