Directors Report of Dhanlaxmi Fabrics Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Twenty Third Annual Report on the business operations and activities of the Company together with the Audited Accounts for the Financial Year ended 31st March, 2015.

Summarized Financial Results: (Rs. in lacs) Particulars Year ended 31.03.2015 Year ended 31.03.2014

Income from operations 7837.27 6,306.04

Operating Profit 1051.77 1,171.69

Less : Interest 310.33 184.88

Less: Depreciation 488.47 594.29

Profit before tax 252.97 392.52

Less: Provision for tax 127.53 78.54

Profit after tax 125.44 313.98

Add/(Less) Deferred Tax Assets/ (Liabilities) 63.05 (133.40)

Net Profit for the year 188.49 180.58

Operations:

For the financial year ended 31st March, 2015 the Revenue from operation of the Company increased substantially to Rs.7837.27 Lacs as compared to Rs.6306.04 Lacs in Previous Year. The Net Profit of the Company for the year under review is of Rs.188.49 Lacs as compared to previous year Net Profit of Rs.180.58 Lacs.

CONSOLIDATED FINANCIAL RESULTS:

Net Sales of the Company were Rs. 9896.29 lacs as compared to Rs.8282.20 lacs in the previous year. The Net Profit was Rs.220.31 lacs as compared to Rs.204.06 lacs in the previous year.

CONSOLIDATED FINANCIAL STATEMENTS:

The Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2015, prepared in accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements is provided in the Annual Report.

TRANSFER TO RESERVES:

The Company not proposes to carry any amount to the General Reserves of the Company for the financial year 31stMarch, 2015 as per audited standalone financial statements.

SUBSIDIARY COMPANIES:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing Salient features of the Financial Statements of the subsidiary companies in Form AOC-1 is Annexed –I in this Board's Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements together with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

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 Stock Exchange in India, is presented in a separate section forming part of the Annual Report.

STATE OF AFFAIRS OF THE COMPANY:

In textile segment the company is having fabric process house and yarn dyeing unit at Dombivli district Thane and weaving unit at Ichalkaranji district Kolhapur. Fabric process house is fully equip with latest machinery to bleach, dye, print& finish all type of textile fabric. Yarn dyeing unit is also fully equip to bleach & dye the yarn required for fancy fabric. Weaving unit is consisting of 36 air jet looms equip to produce 36 lacs mtr per year.

In power segment the company has installed Wind turbine of 1.25 MW in Dhule Maharashtra and 2.00 MW in Nettur Tamilnadu.

FUTURE OUTLOOK:

Now a days the Readymade garments and online shopping trends is increasing in India due to this the demand of designer fancy fabrics will substantially increase your company is ready to take advantage of this increase demand of fancy fabric with the help of its weaving unit installed in Sep- 2013 and capable to produce all type of grey fancy fabrics which can be process at its most modern process house.

Your Directors are hopeful for better future

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company or any of its subsidiaries during the year.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 4 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

DIVIDEND

With a view for the expansion plans, the Board does not recommend any dividend for the year 2014-2015.

DIRECTORS

1. In accordance with the provisions of the Companies Act,2013 read with cl. 49 of the Listing Agreement Mr. Mahesh Jhawar– Non Executive Directors of the Company is liable to retire at Annual General Meeting and offered himself for re-appointment.

2. Shri Mihir Mehta resigned on 20th September,2014.

3. Smt. Jayashree Iyer was appointed as director of the company on 20th September,2014.

PERFORMANCE OF THE BOARD AND COMMITTEES:

During the year under review, the performance of the Board & Committees and Individual Director(s) based on the below parameters was satisfactory:

(i) Most of the Directors attended the Board meeting;

(ii) The remunerations paid to executive Directors are strictly as per the company and industry policy.

(iii) The Independent Directors only received sitting fees.

(iv) The Independent Directors contributed a lot in the Board and committee deliberation and business and operation of the company and subsidiaries based on their experience and knowledge and Independent views.

(v) The Credit Policy, Loan Policy and compliances were reviewed periodically;

(vi) Risk Management Policy was implemented at all critical levels and monitored by the Internal Audit team who places report with the Board and Audit committee.

MEETING OF INDEPENDENT DIRECTORS:

Pursuant of the provision of Section 149 (8) of the Companies Act, 2013 read with Schedule IV and Clause 49 of the Listing Agreement, the Independent Directors of the Company , reviewed the performance of Non- independent directors and the Board as a whole including the Chairperson of the Company, views expressed by the executive directors and non-executive directors at various level, and quantified the quality, quantity and timeliness of flow of information between the Company, management and the Board and expressed satisfaction.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on 31stMarch, 2015, the Board consists of 6 members. Out of which one is the Managing Director, one is Chairman of the Company Three are non Executive Director of the company and one is the women director of the company.

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

FIXED DEPOSIT

As on 31st March, 2015 the Company held no deposit in any form, from anyone. There was no deposit held by the Company as on 31st March, 2015 which was overdue or unclaimed by the depositors. For the present the Board of Directors have resolved not to accept any deposits from public, shareholders and others.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee under the Chairmanship of the Independent Director Mr. N. C. Sharma, Mr. Durgesh Kabra , Mr. Ramautar S. Jhawar.

The Gist of the Policy of the said committee:

For Appointment of Independent Director (ID):

a. Any person who is between the age of 25 years and below 75 years eligible to become Independent Director(ID);

b. He has to fulfill the requirements as per section 149 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement;

c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;

d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company;

e. Independent Director should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;

f. Independent Director should be able to devote time for the Board and other meetings of the company;

g. Entitled for sitting fees and Reasonable conveyance to attend the meetings; and

h. Able to review the policy, participate in the meeting with all the stakeholders of the company at the Annual General Meeting.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to Board. M/s. Biyani Kabra & Associates – Chartered Accountants is the internal Auditor of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm:

(i) That in the preparation of the accounts for the financial year ended 31stMarch, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31stMarch 2015 on a 'going concern' basis.

(v) The internal financial controls laid and have been followed by the company and that such controls are adequate and are operating effectively. Such controls means controls and policies and procedures adopted and adherence by the company for orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting records and timely preparation of financial statements and review its efficiency.

(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INDEPENDENT DIRECTORS DECLARATION:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not related to promoters or directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have /had no pecuniary relationship with company, its holding, subsidiary or associate company , or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives—

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of—

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent. or more of the gross turnover of such firm;

(iii) Holds together with his relatives two percent. or more of the total voting power of the company; or

(iv) is a Chief Executive or Director, by whatever name called, of any nonprofit organization that receives twenty-five percent. or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent. or more of the total voting power of the company;

6. Independent Director possesses such qualifications as may be directed by the Board.

The Company & the Independent Directors shall abide by the provisions specified in Schedule IV of the Companies Act, 2013.

BOARD EVALUATION :

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors should be done by the entire Board of Directors, excluded the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

AUDITORS

At the Annual General Meeting held on September 20, 2014 M/s. S.G. Kabra & Co. Chartered Accountants, were appointed as auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017.

In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. S. G. Kabra & Co. Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders.

In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

AUDITORS REPORT

The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self-explanatory and do not call for any comments under section 134 of the companies Act, 2013.

COST AUDIT

The central govt. has not prescribed the maintenance of Cost records under section 148 of the Companies Act 2013 for the year ended 31st March 2015

SECRETARIAL AUDIT REPORT

M/s. Ramesh Chandra Mishra & Associates, Company Secretary in Practice was appointed to conduct the Secretarial Audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for F. Y. 2014-15 is Annexed-II to this Board's Report. The Board has re-appointed M/s. Ramesh Chandra Mishra & Associates, Company Secretary in Practice, as Secretarial Auditor of the Company for the financial year 2015-16.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy (FRM) to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the

Audit Committee and the Board.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

RELATED PARTY TRANSACTIONS/CONTRACTS:

Pursuant to the Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) in Form AOC-2 is Annexed-III to this Board's Report.

The details of such related party transactions are available in the Notes to the Standalone financial statements section of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

EXTRACT OF ANNUAL RETURNS

Pursuant to the Section 134(3)(a) of the Companies Act, 2013, the details forming part of the extract of the Annual Return is Form MGT-9 is Annexed-IV in the report

INSURANCE OF ASSETS

All the fixed assets, finished goods, semi-finished goods, raw material, packing material and goods of the Company lying at different locations have been insured against fire and allied risks.

BANK AND FINANCIAL INSTITUTIONS

Directors are thankful to their bankers for their continued support to the company.

EMPLOYER/EMPLOYEE RELATIONS

The relationship with the workers of the Company's manufacturing units and other staff has continued to be cordial. The Directors wish to put on record their sincere appreciation and gratitude for the services rendered by the workers and staff at all levels.

HUMAN RESOURCES MANAGEMENT:

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the Company. The relationship with the workers of the Company's manufacturing units and other staff has continued to be cordial.

To ensure good human resources management at the company, we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs.

As per provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is Annexed-V to this Board's report.

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee(s) drawing remuneration in excess of limits set out in said rules forms part of the annual report.

Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during business hours from 11 a.m to 5 p.m on working days of the Company up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a Certificate from M/s. Ramesh Chandra Mishra & Associates, regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchange forms part of this Report and Annexed-VI to this Board's Report.

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

Particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 are given is Annexed-VII to this report.

Disclosure under the Sexual Harsament of women at work place (Prevention, Prohibition and Redressal Act, 2013.) The Company has appointed health and safety committee for the above purpose.

RISK MANAGEMENT POLICY

The company has developed Risk Management Policy mainly covering the following areas of concerns

1. License and policy of respective government all over the world in connection with export of goods and matter in connection with textiles and fabrics.

2. Mandatory compliance safeguards in accordance with Factories Act, 1948 and other applicable laws and Acts &certification of manufacturing factory located at Dombivali and Ichalkaranji.

3. Adequate policy in connection with foreign exchange management fluctuations thereof duly placed before the Board

Acknowledgements

The Directors place on record their appreciation for co-operation and support extended by the Government, Banks, Shareholders, and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

For and on behalf of the Board of Directors Place : Mumbai

Date : 27th May, 2015 Sd/-

Ramautar S. Jhawar Chairman

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Twenty Second Annual Report on the business operations and activities of the Company together with the Audited Accounts for the Financial Year ended 31st March, 2014.

Summarized Financial Results:

(Rs. in lacs) Particulars Year ended Year ended 31.03.2014 31.03.2013

Income from operations 6,306.04 5,708.45

Operating Profit 1,171.69 701.70

Less : Interest 184.88 53.91

Less: Depreciation 594.29 476.03

Profit before tax 392.52 171.76

Less: Provision for tax 78.54 166.36

Profit after tax 313.98 5.40

Add. Deferred Tax Assets/(Liabilities) (133.40) 113.66

Net Profit for the year 180.58 119.06

Add: Balance brought forward 1,693.71 1,574.65

Balance carried to balance sheet 1,874.29 1,693.71

Operations:

For the financial year ended 31st March, 2014 the Revenue from operation of the Company increased substantially to Rs.6,306.04 Lacs as compared to Rs.5,708.45 Lacs in Previous Year. The Net Profit of the Company for the year under review is of Rs.180.58 Lacs as compared to previous year Net Profit of Rs.119.06 Lacs.

Future Outlook

The Future of Indian Textile Industry is looking really bright. Your Directors are please to inform you that to go ahead with backward integration of production facilities a weaving Plant consisting of 36 Air Jet Looms has installated at Ichalkaranji Maharashtra. This Plant has commence its production from last week of September 2013.This plant will boost the ready fabric sales of your Company with brand name of " Dhanlaxmi Fabrics" in local as well as export market.

Dividend

With a view for the expansion plans, the Board does not recommend any dividend for the year 2013-2014.

Directors

In accordance with the provisions of the Companies Act, 2013 read with cl. 49 of the Listing Agreement Mr. N.C. Sharma, Mr. Durgesh Kabra and Mrs. Jayshree Iyer Directors of the Company are to be appointed at Annual General Meeting for a period of five years starting from 20th September, 2014

The Company under section 160 received requisition from shareholders proposing their name as Indepdnendt Director of the company. Your Directors recommend their re-appointment.

Brief profile of the Director''s proposed to be re-appointed is annexed to the Notice of the ensuring Annual General Meeting.

Mr. Vinod S. jhawar appointed as Managing Director of the Company and his term comes to an end on 31st October 2015 However, considering his contribution to the company, the Nomination & Remuneration Committee held on 30th May 2014 recommended his appointment for a term of three years stating from 1st April, 2014.

Directors Responsibility Statement

Pursuant to the requirement under section 134 of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis;

(v) That the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively;

(vi) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INSURANCE OF ASSETS

All the fixed assets, finished goods, semi-finished goods, raw material, packing material and goods of the company lying at different locations have been insured against fire and allied risks.

BANK AND FINANCIAL INSTITUTIONS

Directors are thankful to their bankers for their continued support to the company.

EMPLOYER/EMPLOYEE RELATIONS

The relationship with the workers of the Company''s manufacturing units and other staff has continued to be cordial. The Directors wish to put on record their sincere appreciation and gratitude for the services rendered by the workers and staff at all levels.

HUMAN RESOURCES

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the company.

PERSONNEL

The Company has not paid any remuneration attracting the provisions (Particulars of Employees) Rules, 1975 read along with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

Auditors

The retiring Auditors M/s .S. G. Kabra & Co., Chartered Accountants, Mumbai, have been re-appointed to hold office till the conclusion of the 25th Annual General Meeting. They have furnished a certificate to the effect that the proposed re-appointment, is in accordance with the limits specified under section 224(1)(B) of the Companies Act, 1956.

Auditors Report

The Auditors have not made any qualification to the financial statement, in their reports or relevant notes on accounts, which are self explanatory and do not call for any comments under section 217(3) of the Companies Act, 1956.

Cost Audit

As per the requirement of order issued by the Central Government, pursuant to Section 233B of the Companies Act, 1956, the Company has appointed Mr. Dilip M. Bathija, Cost Accountant, as Cost Auditor to audit the cost accounts of the Company for the financial year ending 31st March 2014.

Cost Audit Report for the financial year ending 31st March 2013 was filled in time i.e on 20th September 2013.

Fixed Deposit

As on 31st March, 2014 the Company held no deposit in any form, from anyone. There was no deposit held by the Company as on 31st March, 2014 which was overdue or unclaimed by the depositors. For the present the Broad of Directors have resolved not to accept any deposits from public, shareholders and others.

Corporate Governance

A Report on Corporate Governance together with a Management Discussion and Analysis report along with a Certificate from Mr. Ramesh Chandra Mishra, Company Secretary in practice, regarding compliance of requirements of Corporate Governance pursuant to clause 49 of the Listing Agreement with the Stock Exchange are annexed hereto.

Particulars As Per Section 217 (2A) Of Companies Act, 1956:

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 60,00,000/- or more per annum, if employed throughout the year, or Rs. 5,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under section 217 (2A) of the Companies Act, 1956 and the rules made there under.

Subsidiaries

The Balance Sheet as at 31st March, 2014 and the Statement of Profit & Loss for the year ended on that date along with the Directors'' and Auditors'' Report and Statement pursuant to the relevant sections of the Companies Act relating to Western Chlorides & Chemicals Pvt. Ltd., Dhanesh Fabrics Pvt. Ltd.,DFL Fabrics Pvt. Ltd. Subsidiaries of the Company are attached to this report and shall be treated as forming part of the report.

EXTRACT OF ANNUAL RETURNS

1. The Paid up capital of the Company: Rs. 8,58,11,000 consisting of 85,81,100 equity shares of face value of Rs.10/- each.

2. The Board of Directors of the Company consists of 6 Directors. Out of which 3 Promoter directors namely Mr. Ramautar S. Jhawar, Mr. Vinod S. Jhawar and Mr. Mahesh S. Jhawar; and Mr. N. C. Sharma,Mr Mihir Mehta and Mr. Durgesh Kabra are three Independent Directors.

3. The secured debt of the company is of Rs 1966.95 Lacs which is secured by way of first charge over the entire Fixed assets of the company both present and future created out of the term loan and personal guarantee of three directors along with corporate gurantee of M/s Western Chlorides & Chemicals Private Limited, subsidiary of the company

4. The Promoters holding is consists of 61,34,936 equity shares of Rs.6,13,49,360/- amounting to 71.49%

5. There was no un-paid dividend during the year

Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

Particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 are given in Annexure-1 to this report.

RISK MANAGEMENT POLICY

The company has developed Risk Management Policy mainly covering the following areas of concerns

1. License and policy of respective government all over the world in connection with export of goods and matter in connection with textiles and fabrics.

2. Mandatory compliance safeguards in accordance with Factories Act, 1948 and other applicable laws and Acts & certification of manufacturing factory located at Dombivli and Ichalkaranji.

3. Adequate policy in connection with foreign exchange management fluctuations thereof duly placed before the Board.

INDEPENDENT DIRECTORS DECLARATIONS

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate Company;

2. They are not related to promoters or directors in the Company, its holding, subsidiary or associate Company.

3. The independent Directors have /had no pecuniary relationship with Company, its holding, subsidiary or associate Company , or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate Company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives—

(i) holds or has held the position of a key managerial personnel or is or has been employee of the Company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of—

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent. or more of the gross turnover of such firm;

(iii) Holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

1. Independent director possesses such qualifications as may be directed by the Board.

2. The Company & the Independent Directors shall abide by the provisions specified in schedule IV of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee consisting of Two (2) of Independent Directors Mr. N. C. Sharma and Mr. Durgesh Kabra. Mr. N. C. Sharma being the Chairman of the Committee.

The Gist of the Policy of the said committee:

1. For Appointment of Independent Director (ID):

a. Any person who is between the age of 25 years and below 75 years eligible to become ID;

b. He has to fulfill the requirements as per section 149 of the Companies Act, 1956 read with cl. 49 of the Listing Agreement;

c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;

d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company;

e. ID should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;

f. ID should be able to devote time for the Board and other meetings of the company;

g. Entitled for sitting fees and Reasonable conveyance to attend the meetings; and

h. Able to review the policy, participate in the meeting with all the stakeholders of the company at the Annual Meeting.

PERFORMANCE OF THE BOARD AND COMMITTEE:

During the year under review, the performance of the Board & Committee and Individual Director(s) based on the below parameters satisfactory:

1. Most of the Directors attended the Board meeting;

2. The remunerations paid to executive Directors strictly as per the company and industry policy. The Independent Directors only received sitting fees.

3. The Independent Directors contributed a lot based on their experience and knowledge and Independent views.

4. The Credit Policy, Loan Policy and compliances were reviewed;

5. Implementation of Risk Management Policy Details Relating To Loans and Investments

Details relating to section 186 of the Companies Act, 2013 with regards to loans & investment made by the company are given in detail in the Auditor''s Report and the annexures thereto.

Related Party Transactions

Details of related party transactions as per section 188 of the Companies Act, 2013 are given in the Auditor''s report and annexures thereto.

Acknowledgements

The Directors place on record their appreciation for co-operation and support extended by the Government, Banks, Shareholders, and Customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

For and on behalf of the Boar Place: Mumbai Ramautar S. Jhawar Date: 30th May 2014 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting their twentieth Annual Report on the business operations and activities of the Company together with the audited accounts for the Financial year ended 31st March 2012.

Summarised Financial Results:

(Rs.in lacs)

Particulars Year ended Year ended 31.3.2012 31.3.2011

Income from operations 4522.22 5103.77

Operating Profit 573.41 773.64

Less: Interest 75.16 108.56

Less: Depreciation 478.06 466.57

Profit before tax 20.19 198.51

Less: Provision for tax 76.73 123.61

(56.54) 74.90

Profit after tax 0.00 0.00

Add: Deferred tax Assests 72.26 63.48

Add: Income Tax for earlier year 0.16 4.56

Net Profit for the year 15.88 142.94

Add: Balance brought forward 1558.78 1415.84

Balance carried to balance sheet 1574.66 1558.78

Operations:

For the financial year ended 31st March 2012 the Revenue from operation of the Company decreased marginally to Rs 4522..22 Lacs as compared to Rs.5103.77 Lacs in Previous Year. The Net Profit of the Company for the year under review is of Rs. 15.88 Lacs as compared to previous year Net Profit of Rs. 142.94 Lacs.

Future Outlook

The Future of Indian Textile Industry is looking really bright. Your Directors are planning to boost the Ready Fabric sales of your Company with a Brand Name of "Dhanlaxmi fabrics" in local as well as export market. Steps has already been taken to strengthen the Marketing cell. The Export of Ready Fabrics worth Rs.63.27 lacs has already been done in the year under review.

Dividend

With a view to conserve resources the Board does not recommend any dividend for the year 2011-2012.

Directors

In accordance with the provisions of the Companies Act 1956 and the Articles Of Association of the Company, Shri Mahesh S. Jhawar and Shri Mihir Mehta - Directors of the Company are liable to retire by rotation and being eligible offer themselves for re-appointment at Annual General Meeting. Your Directors recommend their re-appointment.

Brief profile of the Director's proposed to be re-appointed is annexed to the Notice of the ensuring Annual General Meeting.

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:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review;

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

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2012 on a 'going concern' basis.

Auditors

The retiring Auditors M/s .S. G. Kabra & Co., Chartered Accountants, Mumbai, have been appointed to hold office till the conclusion of the next Annual General Meeting. They have furnished a certificate to the effect that the proposed re-appointment, is in accordance with the limits specified U/s. 224(1 B) of the Companies Act, 1956.

Auditors Report

The Auditors have not made any qualification to the financial statement, in their reports or relevant notes on accounts, which are self explanatory and do not call for any comments under section 217 (3) of the Companies Act, 1956.

Fixed Deposit

As on 31.03.2012 the Company held no deposit in any form from anyone. There was no deposit held by the Company as on 31.03.2012 which was overdue or unclaimed by the depositors. For the present the broad of directors have resolved not to accept any deposits from public, shareholders and others.

Coprporate Governance

A Report on Corporate Governance together with a Management Discussion and Analysis report along with a Certificate from Mr.Ramesh Chandra Mishra, Company Secretary in practice, regarding compliance of requirements of Corporate Governance pursuant to clause 49 of the Listing Agreement with the Stock Exchange are annexed hereto.

Particulars As Per Section 217 (2a) Of Companies Act, 1956:

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 24,00,000/- or more per annum, if employed throughout the year, or Rs. 2,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under section 217 (2A) of the Companies Act, 1956 and the rules made there under.

Subsidiaries

The Balance Sheet as at 31st March, 2012 and the Statement of Profit & Loss for the year ended on that date along with the Directors' and Auditors' Report and Statement Pursuant to Section 212 of the Companies Act, 1956 relating to Western Chlorides & Chemicals Pvt. Ltd., Dhanesh Fabrics Pvt. Ltd.,DLF Fabrics Private Limited Subsidiaries of the Company are attached to this report and shall be treated as forming part of the report.

Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

Particulars as require under Section 217 (1)(e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 are given in Annexure-1 to this report.

Acknowledgements

The Directors place on record their appreciation for co-operation and support extended by the Government, Banks, Shareholders, and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year

For and on behalf of the Board

Place: Mumbai

Date: 30th May 2012 Ramautar S. Jhawar

Chairman

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Mar 31, 2010

The Directors have pleasure in presenting their Eighteenth Annual Report on the business operations and activities of the Company together with the audited accounts for the Financial year ended on 31st March, 2010.

FINANCIAL RESULTS: (Rs- ln Lacs)

Particulars Year ended Year ended 31st March 2010 31st March 2009

Income from Operations 4847.70 4704.17

Operating Profit 644.18 741.20

Less : Interest 110.36 121.41

Less : Depreciation 479.75 420.83

Less : Loss in currency Swap 0.00 32.00

Transaction ________ ________

Profit before Tax 54.07 166.96

Less : Provision for Tax 8.35 18.92

Less : Provision for FBT 0.00 1.51

Profit after Tax 45.72 146.53

Less : Deferred Tax Liability 8.89 71.12

Less: Income Tax for Earlier year 0.00 2.05

Add : MAT Credit Entitlement 27.10 0.00

Net Profit for the year 63.93 73.36

Add: Balance brought forward 1351.91 1278.55

Balance Carried to Balance Sheet 1415.84 1351.91

OPERATIONS :

For the financial year ended 31st March 2010 the Sales & Other Income of the Company inreased marginally to Rs. 4847.70 Lacs as compared to Rs.4704.17 Lacs in Previous Year. The Net Profit of the Company for the year under review is of Rs. 63.93 Lacs which is lower than the previ- ous year Net Profit of Rs. 73.36 Lacs.

FUTURE OUTLOOK :

The Future is looking very bright as far Indian Textile Industry is con- cerned. There has been good and consistent demand for the Garments which are manufactured in India. However, there has been stiff compe- tition from the unorganized sector and invasion of Chinese textile prod- ucts pose a real time threat to grow capabilities of the organized sector including your Company.

DIVIDEND :

With a view to conserve resources the Board does not recommend any dividend for the year 2009-2010.

DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Ramautar S. Jhawar, and Shri N. C. Sharma Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing An- nual General Meeting.Your Directors recommend their re-appointment

Breif profile of the Directors proposed to be re-appointed is annexed to the Notice of the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 217, (2AA) of the Companies Act,1956, your Direc- tors confirm the following :

- In the preparation of the annual accounts, the applicable stan- dards have been followed.

- that the Directors have selected such accounting policies and ap- plied 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 as at 31s1 March, 2010 and of the Profit of the Company for that period.

that the Directors 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.

- that the Annual accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

AUDITORS :

M/s. S. G. Kabra & Co., Chartered Accountants, the Statutory Auditors of the Company retires at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The members are requested to appoint the Auditors and authorise the Board to fix their remuneration.

AUDITORS REPORT:

The observations made by the Auditors of the Company in their report read with relevant notes as given in the Notes to the Accounts for the year ended 31st March 2010, are self-explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

FIXED DEPOSITS :

During the year under review, the Company has not accepted or re- newed any deposits within the meaning of Section 58A of the Compa- nies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 and rules made there under.

CORPORATE GOVERNANCE:

A Report on Corporate Governance together with a Management Dis- cussion and Analysis report along with a Certificate from M/s. Ramesh Chandra Mishra, Company Secretary in practice, regarding compli- ance of requirements of Corporate Governance pursuant to clause 49 of the Listing Agreement with the Stock Exchange are annexed hereto.

PARTICULARS AS PER SECTION 217 (2A) OF COMPANIES ACT, 1956:

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 24,00,000/- or more per annum, if employed throughout the year, or Rs. 2,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under section 217(2A) of the Companies Act, 1956 and the rules made there under.

SUBSIDIARIES :

The Balance Sheet as at 31st March, 2010 and the Profit & Loss Ac- count for the year ended on that date along with the Directors and Auditors Reports and Statement Pursuant to Section 212 of the Com- panies Act, 1956 relating to Western Chlorides & Chemicals Pvt. Ltd.. Dhanesh Fabrics Pvt. Ltd. and DFL Fabrics Pvt. Ltd. subsidiaries of the Compar / are attached to this report and shall be treated as form- ing part of t ? report.

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

Particulars as required under section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules,1988 are given in the Annexure-I to this report.

ACKNOWLEDGEMENTS:

The Directors express their grateful appriciation for the support and co-operation received from Banks, Government Authorities, Customers, Vendors and Members during the year under review. The Directors wish to place on record their deep sense of appriciation for the committed services of the Executives, Staff and Workers of the Company.

Place: Mumbai For and on behalf of the Board

Date : 13th August, 2010 Ramautar S. Jhawar

Chairman