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Directors Report of Donear Industries Ltd.

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the 30thAnnual Report on the business and operations of the Company for the Financial Year ended 31st March, 2016.

Financial Highlights

The table given below gives the financial highlights of the Company for the year ended 31st March, 2016 as compared to the previous financial year.

Financial Results

2015-16

(Rupees)

2014-15

(Rupees)

Gross Revenue

5,21,11,34,761

5,21,03,84,278

Net Profit for the Year

5,62,99,836

7,73,48,503

Add: Balance Brought Forward

26,59,59,190

20,11,27,878

Less: Proposed Final Dividend

1,04,00,000

1,04,00,000

Less: Dividend Distribution Tax

21,17,191

21,17,191

Amount Transferred to General Reserve

Nil

Nil

Balance Carried forward

30,97,41,836

26,59,59,190

Dividend:

The Directors have recommended a dividend @ Rs. 0.20 per equity share of Rs.2/- each for the approval of Shareholders at the ensuing Annual General Meeting.

Management Discussion and Analysis:

(a) Industrial Structure and developments:

The Indian Economy is on a steady growth trajectory. If some estimates are to be believed, the Indian Economy is said to be at a much sweeter spot when compared to the rest of the world. In the IMF Estimates of GDP growth among big economies all over the world, India, for the first time ever, tops the chart. And the road ahead looks good for India as an emerging Economy.

According to the UNIDO''s (United Nations Industrial Development Organization) industrial statistics 2016, India has climbed up three positions to become the sixth largest industrial country in the world during 2015, up from ninth position in the previous year.

Riding on strong macroeconomic fundamentals, favourable business sentiments and downward trend in interest rates, the Confederation of Indian Industry (CII) expects the Indian economy to grow at around 8% in 2016-17. Even the Reserve Bank of India has forecast a GDP growth of 7.6% for 2016-17.

The CSO data has also projected a growth of 7.6% for 2015-16, (Chart 2) despite growth deceleration to 7.3% in the quarter ended December 2015.

The textile industry plays a vital role through its contribution to industry output and employment generation and the export earnings of the country. Globally, India is the 2nd largest producer of textiles and garments with the leading position occupied by China. It is likely to overtake China in terms of size by 2022-23. Unlike China, India has a predominantly cotton based textile industry.

The government under the dynamic leadership of the Hon’ble Prime Minister of India, has endeavoured to make the textile sector more vibrant through several initiatives. The central focus of these initiatives has been on increasing textile manufacturing by building the best in class manufacturing, infrastructure, up gradation of technology, fostering innovation and enhancing skill in the textile sector.

(b) Opportunities and Threats:

The future for the Indian textile industry looks promising buoyed by strong domestic consumption. The Government has introduced the Amended Technology Upgradation Fund Scheme (ATUFS) to give a further boost for technology investment in the textile industry. The ATUFS targets employment generation exports conversion of existing looms to better-quality technology looms and improved quality of processing industry. The ATUFS is expected to act as a catalyst to the Government’s ‘Make in India’ campaign for the textile sector. Approval has also been given for 24 new textile parks which will further create employment opportunities and investments. The long awaited National Textile policy to be announced shortly will further accelerate growth in this sector.

However there are several challenges ahead for the Textile industry for enhancing its competitive strength and global positioning in terms of inflexible labour laws poor infrastructure competition from low cost neighbouring countries which will have to be addressed to sustain the growth momentum of the industry.

(c) Segment wise or Product wise performance:

The Company has two reportable primary business segment viz., Manufacturing and Dealing in Textiles and Rental Property. The same has been reported in the notes to the accounts.

(d) Discussion on Financial performance with respect to operational performance:

The company reported a turnover of Rs.51,728.76 Lacs during the year 2015-16 against a turnover of Rs.51,633.07 Lacs in the previous year. There was a growth of 0.19% in the revenues of the Company as compared to previous year. The Company clocked in a PBT of Rs.935.08 Lacs during the year 2015-16 resulting in a growth of 73.42% as compared to previous year.

(e) Human Resource Management:

The Company has employee friendly HR policies and attracts the best talent in the Industry. The attrition rates are quite low. The Company''s policy of providing on the job training has been instrumental in developing a good work force for the Company.

Corporate Governance Report:

A detailed report on Corporate Governance Report forms part of this Report. Auditors Certificate on compliance with Corporate Governance requirements by the Company is attached also forms part of this report.

Directors’ Responsibility Statement:

In terms of section 134 (3) (c) of the Companies Act, 2013 your Directors state that:

1. In preparation of annual accounts for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and profit for the year ended on that date;

3. They have taken proper and sufficient care 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;

4. They have prepared the annual accounts ongoing concern basis;

5. They have laid down proper internal financial controls to be followed by the Company and they were adequate and operating effectively and

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Extract of Annual Return :

Extract of the Annual Return in Form No. MGT-9 as required under section 92 of the Companies Act, 2013 is annexed herewith as Annexure - A to this Report.

Deposits:

During the financial year under report the Company has not accepted deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees and Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Directors:

Mr. Rajendra Agarwal retires by rotation at the ensuing Annual General Meeting in terms of Section 152 of the Companies Act, 2013. The Act provided that Independent Directors are not subject to retirement by rotation.

During the year under report, Mrs. Neena Agarwal resigned as Director of the Company w.e.f. 14th November, 2015 on personal grounds.

The Board of Directors has appointed Mr. Anup Kumar Singh (DIN 07343361) as Director on 19th November, 2015.

Familiarization Programme for Directors:

At the time of appointment a Director, a formal letter of appointment is given to him/her. The Director is also explained in detail the role, function, duties and responsibilities expected from him/her and also compliance required from him/her under the Companies Act, 2013, Listing Agreement with stock exchanges. Further the Chairman and Managing Director also will have one to one discussion with the newly appointed Director to familiarize with the Company''s operation.

Performance of Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its mown performance, the Directors individually, as well as the evaluation of the working of its committees. A structured questionnaire is prepared after taking into consideration inputs received from the directors covering various aspects of the Board''s functioning.

The evaluation was done on various parameters like vision and strategy, Board participation disclosure of interest, review of risk management policies, leadership skills, good governance, marketing and corporate communications etc.

Risk Management:

The Company has adopted a Risk Management Policy for the Company including identification therein the elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. After identifying the risk and assessing the level of impact, controls are put in place to mitigate the risk by the concerned executives who are responsible to control the exposure of the risk and balance the impact of risk on a continuous basis.

Independent Directors Meeting:

During the year under review a meeting of Independent Directors was held on 4th March, 2016.

Related Party Transactions:

All related party transactions that were entered into during the financial year were in the Ordinary course of business and were on an arm’s length basis. There are no material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have potential conflict with the interest of the Company at large.

All related party transactions for the year are placed before the Audit Committee as well as before the Board for approval. The transactions entered into with related parties are reviewed on a quarterly basis by the Audit Committee.

The Policy on Related Party Transactions as approved by the Audit Committee and Board is uploaded on the Company''s website at the link http:// www.donear.com/donear2006/downloads/RelatedPartyTransactionsPolicy.pdf

The details of the transactions with Related Parties to be provided in Form AOC-2 are annexed herewith as Annexure B.

Members can refer Note No. 30 to the financial statements which set out related party disclosures.

Auditors:

M/s. M.L.Bhuwania& Co. are appointed as Statutory Auditors to hold office from the conclusion of 28th Annual General Meeting to the conclusion of 31st Annual General Meeting (Subject to ratification of the appointment by the members at every Annual General Meeting). A proposal for ratification of the appointment of Statutory Auditors for the financial year 2016-17 is placed before the members at the ensuing Annual General Meeting. The Auditors have given their eligibility certificate in terms of Section 139 of the Companies Act, 2013.

Whistle Blower Policy:

Company has a Whistle Blower Policy to report genuine concerns or grievances. The same is explained in the Corporate Governance Report No person has been denied access to Audit Committee.

Corporate Social Responsibility:

As a part of its initiative under the ''Corporate Social Responsibility'' (CSR) drive, the Company has undertaken project in the area of rural development, Promoting health care, education etc.. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company''s CSR Policy. The report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure - C forming part of this report.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made there under the Company has appointed Mr. Yogesh Sharma, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure D.

Energy Conservation, Technology Absorption:

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgoings.

A. Conservation of Energy:

(a)

Energy conservation measures taken

Regular monitoring of consumption, optimization of production facility, proper maintenance of machines

(b)

Additional investments and proposals if any, being implemented for reduction of consumption of energy

Nil

(c)

Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods.

Improvement in quality and efficiency in production.

(d)

Total energy consumption in units

Total Energy Consumption of 29,248,282 Units.

(e)

Consumption per unit of production as per Form A of the Annexure in respect of industries specified in the Schedule thereto.

0.62 per unit of Fabric Production 1.25 per unit of Yarn Dyeing Production 0.18 per unit of Fabric Processing

B. Technology absorption:

(a) Efforts made in technology absorption as per Form B of the Annexure At present not required.

C. Foreign exchange earnings and outgoing:

(a)

Activities relating to exports, initiatives taken to increase exports, development of new export markets for production and services and export plans.

The Company is regularly developing new designer suiting and shirting fabrics as per latest trends in markets to export all over the world especially to the new markets. The Company has also taken initiative in exporting cotton fabrics.

(b)

Total foreign exchange used and earned

Used :

C.I.F. value of imports

Rs. 4,55,46,872

Expenses in foreign currency

Rs.3,14,17,001

Earned :

FOB

Rs.53,00,94,463

FORM - A

Form for Disclosure of Particulars with respect to Conservation of Energy

A) Power and fuel consumption

Particulars

Current Year

Previous Year

1. Electricity

a) Purchased Units

27,945,429

28,455,496

Total amount

209,694,784

198,975,525

Rate/Unit (Rs.)

7.50

6.99

b) Own generation

i) Through diesel generator

Unit

71,192

60,736

Units per Liters of diesel oil

3.12

3.08

Cost/Unit (Rs.)

15.97

19.02

ii) Through steam turbine/generator

Unit

Nil

Nil

Units per Ltr. of diesel oil/gas

Nil

Nil

Cost/Unit (Rs.)

Nil

Nil

iii) Through Gas Generator :

Units

489,500

732,050

Units per CM3 of Gas

2.34

3.50

Cost/Unit (Rs.)

14.59

11.69

2. Coal (specify quality and where used)

Quantity (Tones)

19,301.06

23,938.07

Total Cost (Rs.)

81,245,861

93,592,530

Average Rate per Ton (Rs.)

4209

3,910

(Imported and Lignite used in Boiler for Steam Generation)

3. Furnace Oil

Quantity (Tones)

Nil

Nil

Total Cost (Rs.)

Nil

Nil

Average Rate per Ton (Rs.)

Nil

Nil

4. Others/internal generation (please give details)

Quantity (Tones)

Nil

Nil

Total Cost (Rs.)

Nil

Nil

Average Rate per Ton (Rs.)

Nil

Nil

B) Consumption per Unit of Production:

Sr

No

Products

Unit

Standard (If Any)

Current

Year

Previous

Year

1

Fabrics Produced

Metre

----

28,511,066

27,632,331

Electricity consumed for Fabrics

Units

----

17,301,014

18,444,085

Electricity Consumed for Fabrics

Unit/Mtr

----

0.61

0.67

2

Yarn Dyeing Production

Kgs

----

3,473,456

3,252,900

Electricity consumed for yarn dyeing

Units

----

4,336,518

4,286,594

Electricity consumed for yarn dyeing

Unit/Kg

----

1.25

1.32

3

Fabric Processing Production

Metre

----

38,146,625

42,241,527

Electricity consumed for Fabric processing

Units

----

6,868,588

6,517,603

Electricity consumed for Fabric processing

Unit/Mtr

----

0.18

0.15

4

Furnace Oil

----

Nil

Nil

5

Coal

----

Nil

Nil

6

Others

----

Nil

Nil

FORM - B

Form for disclosure of particulars with respect to absorption

A) Research and Development (R & D)

1.

Specific areas in which R & D carried out by the Company

None

2.

Benefits derived as a result of the above R & D

Not Applicable

3.

Future plan of action

To install additional capacity at surat plant.

4.

Expenditure on R & D

a. Capital

b. Recurring

c. Total

d. Total R & D expenditure as a percentage of total turnovers.

Not Applicable

B) Technology absorption, adaptation and innovation

1.

Efforts, in brief made towards technology absorption, adaptation and innovation

None

2.

Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.,

Not Applicable

3.

In case of imported technology (imported during the last five years reckoned from the beginning of the financial year),

Not Applicable

a) Technology imported

b) Year of import

c) Has technology been fully absorbed ?

d) If not fully absorbed, areas where this has not taken place, reasons therefore and future plans of action.

Particulars of Employees and related disclosure:

There are no employees drawing a monthly or yearly remuneration in excess of the limits specified by the Companies Act 2013 and Rules 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The details annexed herewith as Annexure E.

Acknowledgement:

Your Directors acknowledge the support and counsel extended by the bankers, government agencies, shareholders, investors, employees and others associated with the Company. The Directors look forward the same in future also.

For and on behalf of Board of Directors

Mr. Vishwanath L. Agarwal

Chairman

Mumbai 30th May, 2016


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 29thAnnual Report on the business and operations of the Company for the Financial Year ended 31st March, 2015.

Financial Highlights

The table given below gives the financial highlights of the Company for the year ended 31st March, 2015 as compared to the previous financial year.

Financial Results 2014-15 2013-14 (Rupees) (Rupees)

Gross Revenue 5,210,648,854 4,780,502,610

Net Profit for the Year 77,348,503 37,260,190

Add: Balance Brought Forward 201,127,878 176,035,169

Less: Proposed Final Dividend 10,400,000 10,400,000

Less: Dividend Distribution Tax 2,117,191 1,767,480

Amount Transferred to General Reserve Nil Nil

Balance Carried forward 265,959,190 201,127,878

Dividend:

The Directors have recommended a dividend @ Rs. 0.20 per equity share of Rs. 2/- each for the approval of Shareholders at the ensuing Annual General Meeting.

Corporate Governance Report:

A detailed report on Corporate Governance Report forms part of this Report. Auditors Certificate on compliance with Corporate Governance requirements by the Company is attached also forms part of this report.

Directors' Responsibility Statement:

In terms of section 134 (3) (c) of the Companies Act, 2013 your Directors state that:

1. In preparation of annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and profit for the year ended on that date;

3. They have taken proper and sufficient care 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;

4. They have prepared the annual accounts ongoing concern basis;

5. They have laid down proper internal financial controls to be followed by the Company and they were adequate and operating effectively and

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Deposits:

During the financial year under report the Company has not accepted deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees and Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Directors:

Mr. Ajay Agarwal retires by rotation at the ensuing Annual General Meeting in terms of Section 152 of the Companies Act, 2013. The Act provided that Independent Directors are not subject to retirement by rotation.

The Board of Directors have appointed Mrs. Neena Agarwal (DIN 00454717) as Director on 30th March, 2015 and Mrs. Medha Pattanayak (DIN 07157952) as an Independent Director on 5th May, 2015.

Familiarization Programme for Directors:

At the time of appointment a Director, a formal letter of appointment is given to him/her. The Director is also explained in detail the role, function, duties and responsibilities expected from him/her and also compliance required from him/her under the Companies Act, 2013 and Listing Agreement with stock exchanges. Further the Chairman or Managing Director also will have one to one discussion with the newly appointed Director to familiarize with the Company's operation.

Performance of Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its committees. A structured questionnaire is prepared after taking into consideration inputs received from the directors covering various aspects of the Board's functioning.

The evaluation was done on various parameters like vision and strategy, Board participation disclosure of interest, review of risk management policies, leadership skills, good governance, marketing and corporate communications etc.

Risk Management:

The Company has adopted a Risk Management Policy for the Company including identification therein the elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. After identifying the risk and assessing the level of impact, controls are put in place to mitigate the risk by the concerned executives who are responsible to control the exposure of the risk and balance the impact of risk on a continuous basis.

Independent Directors Meeting:

During the year under review a meeting of Independent Directors was held on 6th March, 2015.

Related Party Transactions:

All related party transactions that were entered into during the year under review were on arm's length basis and in the ordinary course business. The Audit Committee has approved the related party transactions and subsequently the same were approved by the Board of directors'

Auditors:

M/s. M.L.Bhuwania & Co. are appointed as Statutory Auditors to hold office from the conclusion of 28th Annual General Meeting to the conclusion of 31st Annual General Meeting (Subject to ratification of the appointment by the members at every Annual General Meeting). A proposal for ratification of the appointment of Statutory Auditors for the financial year 2015-16 is placed before the members at the ensuing Annual General Meeting. The Auditors have given their eligibility certificate in terms of Section 139 of the Companies Act, 2013.

Whistle Blower Policy:

Company has a Whistle Blower Policy to report genuine concerns or grievances. The same is explained in the Corporate Governance Report. No person has been denied access to Audit Committee.

Corporate Social Responsibility:

As a part of its initiative under the 'Corporate Social Responsibility' (CSR) drive, the Company has undertaken project in the area of rural development, Promoting health care, education etc.. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company's CSR Policy. The report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure A- forming part of this report.

Cost Auditors:

The Board of Directors at its meeting held on 30th May, 2015, on the recommendation of the Audit Committee, appointed Y. R. Doshi & Co., (Firm Registration No. 000003) Cost Accountants, Mumbai, as Cost Auditors for undertaking Cost Audit of the Cost Records maintained by the Company for the Financial Year 2015-2016 at a remuneration of Rs. 1 lacs (Rupees One Lacs Only) plus service tax as may be applicable and out of pocket expenses at actual. The said Auditors have given their eligibility certificate for appointment as Cost Auditors. The remuneration payable to the said Cost Auditors needs to be ratified by the Shareholders at the ensuing Annual General Meeting.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made there under the Company has appointed Mr. Yogesh Sharma, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as part of this Report.

A. Conservation of Energy:

(a) Energy conservation measures taken Regular monitoring of consumption, optimization of production facility, proper maintenance of machines

(b) Additional investments and proposals Nil if any, being implemented for reduction of consumption of energy

(c) Impact of the measures at (a) and (b) Improvement in quality and above for reduction of energy efficiency in production. consumption and consequent impact on the cost of production of goods.

(d) Total energy consumption in units Total Energy Consumption of 29,248,282 Units.

(e) Consumption per unit of production 0.67 per unit of Fabric as per Form A of the Annexure Production in respect of industries specified 1.32 per unit of Yarn Dyeing in the Schedule thereto. Production 0.15 per unit of Fabric Processing

B. Technology absorption:

(a) Efforts made in technology absorption as per Form B of the Annexure At present not required.

C. Foreign exchange earnings and outgoing:

(a) Activities relating to exports, The Company is regularly initiatives taken to increaseexports, developing new designer development of new export markets for suiting and shirting fabrics production and services and export plans. as per latest trends in initiative in exporting cotton fabrics markets to export all over the world especially to the new markets. The Company has also taken

(b) Total foreign exchange used and earned Used :

C.I.F. value of Rs. 18,423,179 imports

Expenses in foreign currency Rs. 25,590,971

Earned :

FOB Rs. 504,367,841

FORM - B

A) Research and Development (R & D)

1. Specific areas in which R & D carried None out by the Company

2. Benefits derived as a result of the Not Applicable above R & D

3. Future plan of action To install additional capacity at surat plant.

4. Expenditure on R & D Not Applicable

a. Capital

b. Recurring

c. Total

d. Total R & D expenditure as a percentage of total turnovers.

B) Technology absorption, adaptation and innovation

1. Efforts, in brief made towards technology absorption, adaptation and innovation

None

2. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.,

Not Applicable

3. In case of imported technology (imported during the last five years reckoned from the beginning of the financial year),

Not Applicable

a) Technology imported

b) Year of import

c) Has technology been fully absorbed ?

d) If not fully absorbed, areas where this has not taken place, reasons therefore and future plans of action.

Particulars of Employees and related disclosure: Particulars of Employees and related disclosure:

There are no employees drawing a monthly or yearly remuneration in excess of the limits specified by the Companies Act 2013 and Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Acknowledgement:

Your Directors acknowledge the support and counsel extended by the bankers, government agencies, shareholders, investors, employees and others associated with the Company. The Directors look forward the same in future also.

For and on behalf of Board of Directors Mr. Vishwanath L. Agarwal Chairman

Mumbai 30th May, 2015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their TWENTY EIGHTH ANNUAL REPORT together with the Audited Statement of Accounts for the year ended on 31st March, 2014.

1. FINANCIAL RESULTS:

The salient features of the Company''s Financial Results for the year under review are as follows:

Particulars Year 2013-14 Year 2012-13 (Rupees) (Rupees)

Gross Revenue 4,78,05,02,610 4,08,94,62,989

Net Profit for the Year 3,72,60,190 60,34,976

Add: Balance Brought Forward 17,60,35,169 18,21,67,673

Less: Proposed Final Dividend 1,04,00,000 1,04,00,000 Less : Dividend Distribution Tax 17,67,480 17,67,480

Amount Transferred to General Reserve Nil Nil

Balance Carried forward 20,11,27,878 17,60,35,169

2. DIVIDEND :

The Directors have pleasure in recommending dividend @ Re 0.20 per share for the Financial Year 2013-2014. The dividend will absorb Rs. 1,21,67,480/- ( including corporate tax on dividend amounting to Rs.17,67,480/-).

3. MANAGEMENT DISCUSSION AND ANALYSIS :

4. DIRECTORS:

Mr. Durgaprasad Agarwal retires by rotation, and, being eligible, offers himself for reappointment. Details of Directors seeking reappointment is provided in the Notice convening the Annual General Meeting pursuant to clause 49 of the Listing Agreement with Stock Exchange.

Dr. Ramesh D. Tainwala has resigned with effect from 11.12.2013 as a Director of the Company.

Mr. Rajagopal Sivaraj has been appointed as Additional, Independent & Non executive Director in place of Dr. Ramesh D. Tainwala of the Company w.e.f. 30.04.2014.

5. AUDITORS:

The statutory auditors of the Company M/s. M..L..Bhuwania & Co., retire at the conclusion of the ensuing Annual General Meeting. The retiring auditors have furnished a certificate that the re-appointment, if made, would be within the prescribed limit specified under Sec. 224(1B) of the Companies Act, 1956.

6. COST AUDITORS:

The Company has re-appointed Mr. Y. R. Doshi, Cost Accountant, as Cost Auditor of the Company relating to financial year 2013-14 as required by the Central Government under Section 233B of the Companies Act, 1956.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state that with respect to Directors Responsibility Statement,

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;

(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 end of the financial year and of profit or loss of the Company for that year;

(c) 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;

(d) The directors have prepared annual accounts on a going concern basis.

8. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOINGS :

Information as per Section 217 (1)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure 1 of this report.

9. PARTICULARS OF EMPLOYEES :

None of the employees of the Company was in receipt of salary exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956.

10.CAUTIONARY STATEMENT :

Statement in the Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning applicable securities laws and regulation. Actual results could differ materially from those express or implied. Important factors that could make a difference to the Company''s operations include raw material availability and prices, cyclical demand and pricing in the Company''s principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other incidental factors.

11.CORPORATE GOVERNANCE :

Your Company has complied with all the mandatory requirements of corporate governance pursuant to clause 49 of the listing agreement. A report on Corporate Governance and Auditor''s Certificate concerning compliance is also attached to the report.

12.ACKNOWLEDGMENT :

The Directors acknowledge the valuable support & co-operation received by the Company from the Bankers, Shareholders and Employees of the Company.

For and on behalf of the Board DONEAR INDUSTRIES LIMITED

(VISHWANATH L. AGARWAL) Chairman Place: Mumbai Date : 30th May, 2014


Mar 31, 2013

To, The Members of DONEAR INDUSTRIES LIMITED

The Directors have pleasure in presenting their TWENTY SEVENTH ANNUAL REPORT together with the Audited Statement of Accounts for the year ended on 31st March, 2013.

I.FINANCIAL RESULTS:

The salient features of the Company''s Financial Results for the year under review are as follows:

Particulars Year 2012-13 Year 2011-12

Gross Revenue 4,08,94,62,989 3,83,40,45,116

Net Profit for the Year 60,34,975 5,05,419

Add: Balance Brought Forward 18,21,67,673 17,56,18,685

Less: Proposed Final Dividen 1,04,00,000 1,04,00,000

Less : Dividend Distribution Tax 17,67,480 16,87,140

Amount Transferred to General Reserve Nil Nil

Balance Carried forward 17,60,35,168 18,21,67,673



2. DIVIDEND

The Directors have pleasure in recommending dividend @ Re 0.20 per share for the Financial Year 2012-2013. The dividend will absorb Rs. 1,21,67,480/- including corporate tax on dividend amounting to Rs. 17,67,480/-.

3. MANAGEMENT DISCUSSION AND ANALYSIS :

(a) Industrial Structure and developments :

The textile industry is the largest industry of modern India. It accounts for over 20 percent of industrial production and is closely linked with the agricultural and rural economy. It is the single largest employer in the industrial sector employing about 38 million people. The net foreign exchange earnings in this sector are one of the highest and account for about 25 percent of India''s total forex earnings.

The structure of the textile industry is extremely complex with the modern, sophisticated and highly mechanised mill sector on the one hand and the handspinning and handweaving (handloom) sector on the other. Between the two falls the small-scale powerloom sector. The latter two are together known as the decentralised sector. Over the years, the government has granted a whole range of concessions to the non- mill sector as a result of which the share of the decentralised sector has increased considerably in the total production.

In the current economic Scenario, the overall performance of the Company was in tandem as per the performance of the overall textile industry.

(b) Opportunities and Threats

The Textile industry poses advantages of low-cost skilled labour, availability of raw materials, high operational efficiencies with great designing and product development capabilities.

The increased disposable income of the people on the domestic front has widened the markets for textile industry. This coupled with the emerging mall culture and retail expansion has proved to be a great opportunity for the Industry.

There is a propensity towards sourcing from low-cost countries in the neighbourhood as also a growth of offshore processing by manufacturers in developed countries. Regional integration reinforces this.

Further exporters in India fear that cheap imports could lead to dumping of low-cost fabrics from China and other Southeast Asian countries. Thus, the industry needs restructuring on all fronts.

(c) Segment wise or Product wise performance

The Company has one reportable segment i.e. Textiles (Manufacture of Man made Fabrics).

(d) Outlook

Expectations are high, prospects are bright, but capitalising on the new emerging opportunities will be a challenge for Textile companies.

Some prerequisites to be included in the globally competing textile industry are:

- Imbibing global best practices

- Adopting rapidly changing technologies and efficient processes

- Innovation

- Networking and better supply chain management

- Ability to link up to global value chains.

The Indian textiles industry has established its supremacy in cotton based products, especially in the readymade garments and home furnishings segment. These two segments will be the key drivers of growth for Indian textiles. The readymade garment segment will be the principal driver of growth even in the domestic industry. The changing preferences of Indian consumers- from buying cloth to readymade garments - have prompted several companies to move up the value chain into the Garments segment.

(e) Risks and Concern

The Company has to be competitive and innovative in designing and product development to maintain it''s position in the Industry.

(f) Internal Control System and its adequacy.

The company has adequate internal control systems to run its operations efficiently and to safeguard its assets. There are proper controls in place to prevent any misuse or fraud.

(g) Discussion on Financial performance with respect to operational performance.

The company reported a turnover of Rs.40085.77 Lacs during the year 2012-13 against a turnover of Rs. 37713.26 Lacs in the previous year. The operations at Surat facility has stabilised and the cotton fabrics business has done well in the year 2012-13.

(h) Modernisations Capital Expansion Projects:

The Company is planning to do expansion in the weaving and processing facilities. The Company is also planning to enhance the weaving capacity.

(i) Human Resource Management

Currently, the company has one of the best team of professionals in the industry. The company believe in recruiting the best available talent in the industry and maintain high standards of motivation to have a very low employee turnover ratio.

The company''s policy of recruiting people from the institutes directly and providing them training at work has proved beneficial for the company.

4. DIRECTORS:

Mr. Vishwanath L Agarwal and Dr. Ramesh D Tainwala retire by rotation, and, being eligible, offer themselves for reappointment. Details of Directors seeking reappointment is provided in the Notice convening the Annual General Meeting pursuant to clause 49 of the Listing Agreement with Stock Exchange.

5. RE-APPOINTMENT OF MANAGING DIRECTOR AND WHOLE TIME DIRECTOR:

The term of office of Mr. Rajendra V Agarwal and Mr. Ajay V Agarwal expired as Managing Director and Wholetime Director on 31.3.2013 and 30.06.2013 respectively. The board has reappointed Mr. Rajendra V Agarwal and Mr. Ajay V Agarwal as Managing Director and Wholetime Director respectively subject to the approval of the members at the ensuing Annual General Meeting.

6. AUDITORS:

The statutory auditors of the Company M/s. M.L.Bhuwania& Co., retire at the conclusion of the ensuing Annual General Meeting. The retiring auditors have furnished a certificate that the re-appointment, if made, would be within the prescribed limit specified under Sec. 224(1 B) of the Companies Act, 1956.

7. COST AUDITORS:

The Company has reappointed Mr. Y. R. Doshi, Cost Accountant, as Cost Auditor of the Company relating to financial year 2013-14 as required by the Central Government under Section 233B of the Companies Act, 1956.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state that with respect to Directors Responsibility Statement,

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;

(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 end of the financial year and of profit or loss of the Company for that year;

(c) 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;

(d) The directors have prepared annual accounts on a going concern basis.

9. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOINGS :

Information as per Section 217 (1)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure 1 of this report.

10. PARTICULARS OF EMPLOYEES :

None of the employees of the Company was in receipt of salary exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956.

11. CAUTIONARY STATEMENT :

Statement in the Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning applicable securities laws and regulation. Actual results could differ materially from those express or implied. Important factors that could make a difference to the Company''s operations include raw material availability and prices, cyclical demand and pricing in the Company''s principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other incidental factors.

12. CORPORATE GOVERNANCE :

Your Company has complied with all the mandatory requirements of corporate governance pursuant to clause 49 of the listing agreement. A report on Corporate Governance and Auditor''s Certificate concerning compliance is also attached to the report.

13. ACKNOWLEDGMENT:

The Directors acknowledge the valuable support & co-operation received by the Company from the Bankers, Shareholders and Employees of the Company.



For and on behalf of the Board

Donear Industries Limited





(VISHWANATH L. AGARWAL)

CHAIRMAN



Place : Mumbai

Date : 30th May, 2013


Mar 31, 2012

To, The Members of DONEAR INDUSTRIES LIMITED

The Directors have pleasure in presenting their TWENTY SIXTH ANNUAL REPORT together with the Audited Statement of Accounts for the year ended on 31st March, 2012.

1. FINANCIAL RESULTS :

The salient features of the Company's Financial Results for the year under review are as follows:

(Amount in Rs) Particulars Year ended 31.03.2012 Year ended 31.03.2011

Gross Revenue 3,771,326,507 3,112,841,795

Net Profit for the Year 505,419 35,496,249

Add: Balance Brought Forward 175,618,685 173,890,286

Add: Earlier Year Excess Proposed Dividend and 18,130,710 Nil

Dividend Distribution Tax

Less: Proposed Final Dividend 10,400,000 26,000,000 Less: Dividend Distribution Tax 1,687,140 4,217,850

Amount Transferred to General Reserve Nil 3,550,000

Balance Carried forward 182,167,674 175,618,685

During the financial year under review the Gross Revenue from operations of the company is higher by 21.15% as compared to the previous year.

2. DIVIDEND :

The Directors have pleasure in recommending dividend @ Re 0.20 per share for the Financial Year 2011 2012.

The dividend will absorb Rs 12,087,140/- including corporate tax on dividend amounting to Rs 1,687,140/-.

4. DIRECTORS:

Mr. Santkumar B. Agarwal & Mr. Rajendra V. Agarwal retire by rotation, and, being eligible, offer themselves for reappointment. Details of Directors seeking reappointment is provided in the Notice convening the Annual General Meeting pursuant to clause 49 of the Listing Agreement with Stock Exchange.

5. AUDITORS:

The statutory auditors of the company M/s. M.L.Bhuwania & Co., retire at the conclusion of the ensuing Annual General Meeting. The retiring auditors have furnished a certificate that the re-appointment, if made, would be within the prescribed limit specified under Sec. 224 (1B) of the Companies Act, 1956.

6. COST AUDITORS:

The Company has reappointed M/s Y. R. Doshi, Cost Accountant, as Cost Auditor of the Company relating to financial year 2012-13 as required by the Central Government under Section 233B of the Companies Act, 1956.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state that with respect to Directors Responsibility Statement,

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;

(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 end of the financial year and of profit or loss of the Company for that year;

(c) 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;

(d)The directors have prepared annual accounts on a going concern basis.

8. PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGOINGS :

Information as per Section 217(1) (e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure 1 of this report.

9- PARTICULARS OF EMPLOYEES :

None of the employees of the Company was in receipt of salary exceeding the amount prescribed under Section 217 (2A) of the Companies Act, 1956.

10. CAUTIONARY STATEMENT :

Statement in the Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be “forward-looking statements‘

within the meaning applicable securities laws and regulation. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include raw material availability and prices, cyclical demand and pricing in the Company's principal markets, changes in Governmen regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other incidental factors.

11. CORPORATE GOVERNANCE :

Your Company has complied with all the mandatory requirements of corporate governance pursuant to clause 49 of the listing agreement. A report on Corporate Governance and Auditor's Certificate concerning compliance is also attached to the report.

12. ACKNOWLEDGMENT:

The Directors acknowledge the valuable support & co-operation received by the Company from the Bankers, Shareholders and Employees of the Company.

For and on behalf of the Board of Donear Industries Limited (VISHWANATH L. AGARWAL)

CHAIRMAN

Place : Mumbai

Date : 30th May, 2012


Mar 31, 2011

The Members

DONEAR INDUSTRIES LIMITED

The Directors have pleasure in presenting their TWENTY FIFTH ANNUAL REPORT together with the Audited Statement of Accounts for the year ended on 31st March, 2011.

1. FINANCIAL RESULTS :

The salient features of the Company's Financial Results for the year under review are as follows:

Particulars Year 2010-11 Year 2009-10

(Rupees) (Rupees)

Profit before taxation & extraordinary items 1,106,654 (238,887,344)

Less: Provision for Taxation 34,389,595 56,934,659

Net Profit for the year 35,496,249 (181,952,685)

Less/ (Add) : Income tax earlier year - (11014)

Add : Balance brought forward 173,890,286 386,150,231

Less: Proposed Final Dividend 26,000,000 26,000,000

Tax on proposed Dividend 4,217,850 4,318,275

Amount transferred to General Reserve 3,550,000 -

Balance Carried forward 175,618,685 173,890,285

During the financial year under review the Gross Sales of the company was Rs. 31,028.82 Lacs as against Rs. 24,283.67 lacs in the previous year which is higher by 27.78% as compared to the previous year.

2. DIVIDEND :

The Directors have pleasure in recommending dividend @ Rs 0.50 ps per share for the financial year 2010-2011. The dividend will absorb Rs. 30,217,850 including corporate tax on dividend amounting to Rs.4,217,850.

4. DIRECTORS :

Mr. Durgaprasad C. Agarwal & Mr. Ajay V. Agarwal retire by rotation, and, being eligible, offer themselves for reappointment. Brief resume of the Directors being reappointed is provided in the Notice convening the Annual General Meeting pursuant to clause 49 of the Listing Agreement with Stock Exchange.

5. AUDITORS :

The statutory auditors of the company M/s. M.L.Bhuwania & Co., retire at the conclusion of the ensuing Annual General Meeting. The retiring auditors have furnished a certificate that the re-appointment, if made, would be within the prescribed limit specified under Sec. 224(1 B) of the Companies Act, 1956.

6. COST AUDITORS :

The Company has reappointed M/s Y. R. Doshi, Cost Accountant, as Cost Auditor of the Company relating to financial year 2011-12 as required by the Central Government under Section 233B of the Companies Act, 1956.

7. DIRECTORS' RESPONSIBILITY STATEMENT :

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state that with respect to Directors Responsibility Statement,

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;

(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 end of the financial year and of profit or loss of the Company for that year;

(c) 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;

(d) The directors have prepared annual accounts on a going concern basis.

8. PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGOINGS :

Information as per Section 217 (1)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure 1 of this report.

9. PARTICULARS OF EMPLOYEES :

None of the employees of the Company was in receipt of salary exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956.

10. CAUTIONARY STATEMENT :

Statement in the Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning applicable securities laws and regulation. Actual results could differ materially from those express or implied. Important factors that could make a difference to the Company's operations include raw material availability and prices, cyclical demand and pricing in the Company's principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other incidental factors.

11. CORPORATE GOVERNANCE :

Your Company has complied with all the mandatory requirements of corporate governance pursuant to clause 49 of the listing agreement. A report on Corporate Governance and Auditor's Certificate concerning compliance is also attached to the report.

12. ACKNOWLEDGMENT :

The Directors acknowledge the valuable support & co-operation received by the Company from the Bankers, Shareholders and employees of the Company.

For and on behalf of the Board

(RAJENDRA V. AGARWAL)

MANAGING DIRECTOR

Place : Mumbai

Date : 28th May, 2011


Mar 31, 2010

The Directors have pleasure in presenting their TWENTY FOURTH ANNUAL REPORT together with the Audited Statement of Accounts for the year ended on 31st March, 2010.

1. FINANCIAL RESULTS :

The salient features of the Companys Financial Results for the year under review are as follows:

Particulars Year 2009-2010 Year 2008-2009

(Rupees) (Rupees)

Profit before taxation &

extraordinary items (238,887,344) (197,623,962)

Less: Provision for Taxation (56,934,659) 27,693,330

Less/ (Add): Income tax earlier year (11014) (311,600)

Net Profit for the year (181,941,671) (225,005,692)

Add: Balance brought forward 386,150,231 64,157,422

Less: Proposed Final Dividend 26,000,000 26,000,000

Tax on proposed Dividend 4,318,275 4,418,700

Amount transferred to General

Reserve Nil Nil

Balance Carried forward 173,890,285 386,150,230

During the financial year under review the Gross Sales of the company was Rs. 24,283.67 Lacs as against Rs.18,630.43 Lacs in the previous year which is higher by 30.34% as compared to the previous year.

2. DIVIDEND :

The Directors have pleasure in recommending dividend at Rs 0.50 per share for the financial year 2009-2010. The dividend will absorb Rs.30,318,275 including corporate tax on dividend amounting to Rs.4,318,275.

4. DIRECTORS :

Mr. Vishwanath L. Agarwal & Dr. Ramesh D. Tainwala retire by rotation, and, being eligible, offer themselves for reappointment. Brief resume of the Directors being reappointed is provided in the Notice convening the Annual General Meeting pursuant to clause 49 of the Listing Agreement with Stock Exchange.

5. AUDITORS :

The statutory auditors of the company M/s. M.L.Bhuwania & Co., retire at the conclusion of the ensuing Annual General Meeting. The retiring auditors have furnished a certificate that the re-appointment, if made, would be within the prescribed limit specified under Sec. 224(1B) of the Companies Act,1956.

6. COST AUDITORS :

The Company has reappointed M/s Y. R. Doshi, Cost Accountant, as Cost Auditor of the Company relating to financial year 2009-10 as required by the Central Government under Section 233B of the Companies Act, 1956.

7. DIRECTORS RESPONSIBILITY STATEMENT :

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state that with respect to Directors Responsibility Statement,

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

(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 end of the financial year and of profit or loss of the Company for that year;

(c) 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;

(d) The directors have prepared annual accounts on a going concern basis.

8. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOINGS :

Information as per Section 217 (1)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure 1 of this report.

9. PARTICULARS OF EMPLOYEES :

None of the employees of the Company was in receipt of salary exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956.

11. CORPORATE GOVERNANCE :

Your Company has complied with all the mandatory requirements of corporate governance pursuant to clause 49 of the listing agreement. A report on Corporate Governance and Auditors Certificate concerning compliance is also attached to the report.

12. ACKNOWLEDGMENT :

The Directors acknowledge the valuable support & co-operation received by the Company from the Bankers, Shareholders and employees of the Company.

For and on behalf of the Board



(VISHWANATH L. AGARWAL)

CHAIRMAN

Place : Mumbai

Date : 29th May, 2010.