Directors Report of Kapil Cotex Ltd.

Mar 31, 2015

The Directors have pleasure in submitting their 32th ANNUAL REPORT along with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2015.

FINANCIAL RESULTS

Current Year Previous Year ended ended 31.03.2015 31.03.2014 (Rs.) (Rs.)

Income

Revenue from operations 0 0

Other Income 7,21,038 5,97,640

Total Revenue 7,21,038 5,97,640

Less : Total Expenses (Excluding 4,01,043 2,52,101

Depreciation)

Profit Before Depreciation & 3,19,995 3,45,539

Taxation

# (-) Depreciation 55,290 83,722

Profit Before Taxation 264,705 2,61,817

(-) Provision for Taxation

(i) Current Tax 20,800 14,000

(ii) Deferred Tax 4,251 8,036

(iii) Income Tax Provision earlier year 14,000 15,612

Profit for the year 2,53,654 2,55,393

OPERATIONAL REVIEW:

Gross revenues for the year ended 31st March, 2015 is Rs. 7,21,038/-, as against Rs. 5,97,640/- in the previous year. Profit before depreciation and taxation is Rs. 3,19,995/- as against Rs. 3,45,539/- in the previous year. The net profit of the Company for the year under review was placed is Rs. 2,53,654/- as against Rs. 2,55,393/- in the previous year.

DIVIDEND

However with the view to conserve the resources of company the directors are not recommending any dividend.

SHARE CAPITAL

The paid up equity capital as on March 31, 2015 was Rs.1,04,00,000/-. During the year under review, the Company has not issued any shares.

MATERIAL CHANGES AND COMMITMENTS

There have not been any material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company as on March 31, 2015 and the date of this report i.e. May 31, 2015.

GENERAL

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 and rules made there under.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

The Company has in place policy as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, company has no women employees during the year.

DIRECTOR & KMP

Ms. Poonam Rathi retires by rotation and, being eligible, offers herself for re-appointment. The Directors recommend Ms. Poonam Rathi for re-appointment.

There has three Change in the constitution of Board during the year Ms. Pankti Chetan Bhansali Appointed as additional director in the Company and Mr. Rakesh Somani & Mr. Jagdish Mantri has resigned from the directorship.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit,

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) 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 or loss of the Company for the year under review.

iii) 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.

iv) The directors have prepared the annual accounts on a going concern basis.

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

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

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year Five Board Meetings were convened and held and the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

SN Date of Meeting Board Strength No. of Directors Present

1. 31/05/2014 6 4

2. 14/08/2014 6 4

3. 03/11/2014 6 4

4. 03/02/2015 6 4

5. 30/03/2015 6 4

RELATED PARTY TRANSACTIONS:

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The detail of the investments made by company is given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Accounts Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies.

Based on the report of internal audit function, corrective action is taken and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been constituted as per the section 178(1) of the Companies Act, 2013.

AUDIT COMMITTEE

The Company's Audit Committee has been constituted as per section 177 of the Companies Act, 2013.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company's Stakeholders Relationship Committee has been constituted as per section 177 of the Companies Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy 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.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any.

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.

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

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

AUDITORS & REPORT thereon

M/s G. S. TOSHNIWAL & ASSOCIATES Chartered Accountants, Mumbai is appointed as Statutory Auditors for a period of 3 years in the Annual General Meeting held on 30th September, 2014 Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

INTERNAL AUDITOR

As per section 138 of the Companies Act, 2013, the Company has appointed M/s. R. K. Somani & Associates, Chartered Accountants , internal auditors for the year to 2015-2016 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company's policies and ensure statutory and other compliance through, periodical checks and internal audit.

COST AUDITORS

As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost auditors, the company was not liable to appoint Cost auditors for the financial year 2015-16.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s Nimesh Padia & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return of the Company for the financial year ended on March 31, 2015 in Form MGT-9 is annexed herewith.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

As per SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 our company fall under exempted category as the paid-up capital was below Rs.10 Crores and Net Worth was below Rs. 25 Crores.

EXPLANATION OR COMMENTS ON QUALIFICATIONS,

RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

A) There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

B) EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS ARE AS FOLLOWS:

1) The changes in the composition of the Board of Directors that took place during the year under review were not carried out in compliance with the provisions of the Act. However Mr. Rakesh R. Somani and Mr. Jagdish M. Mantri resigned on 31st March, 2015. Mrs. Pankti Chetan Bhansali was appointed as Women Director on 31st March, 2015. The Company has not appointed Company Secretary during the year under review as required under Section- 203 of the Act and Under Clause 47(a) of Listing Agreement. Further the Management of Company has declared and explained that Mr. Daulal Mohta resigned as a Director of the Company in the year 2003-2004 and in his place appointment of Mr. Ellath Kandy Surendran was made and in the year 2004-2005 the Company appointed Mrs. Poonam Prakash Rathi as a Directors, however the Stock Exchange website does not reflect the aforementioned details.

Explanation:- ) The company's paid up capital is only Rs. 1.04 Crores with Bombay Stock Exchange (BSE) listed The Company is enjoying the services of Practicing Company Secretary (PCS) since last so many years for observance and compliance as per the Companies Act, 2013 & SEBI. The Companies Act, 2013 mandates the appointment and the Company is in the process of finding a suitable one. Resignation of Mr. Daulal Mohta & Appointment of Ellath Kandy Surendran intimation to stock exchange submitted on 19th May, 2003 & Ms. Poonam Prakash Rathi intimation to stock exchange submitted on 16th February, 2005

2) As per the explanation and documents provided by the Company, the Company filed all documents However, no updates were found for the Board Meeting held on 31st May, 2014 Further the company has not provided E-voting facility.

Explanation:- The Company has informed by vide letter dated 21st May, 2014 to Bombay Stock Exchange Limited (BSE) to to held the Board of Directors Meeting on 31st May, 2014. & Company Also submit the 6 (six) copy of Annual Report for the year ended 31st March, 2014 on 29th April, 2015 with penalties of Rs. 2,52,810/- paid on 29th April, 2015. The Company have total 225 shareholders out of this 86 shareholders are in demat form & remaining are in physical mode. However company is trying to provide e-voting facility to demat shareholders from next financial year/

3) In our Review it was found that the Company has not accompanied Limited review Report with unaudited financial result As per clause 47 of Listing Agreement.

Explanation:- The company has attached Limited Review Report along with unaudited financial results to Stock Exchange.

PARTICULARS OF EMPLOYEES

Information as per Section read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is not applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNING AND OUTGO

Considering the nature of activities of the company, the Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to the Company. However, the Company is making all efforts to conserve the same and the Company's technology being indigenous, the question of absorption by the Company does not arise. Also no foreign exchange were earned or spent.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

Place : Mumbai By Order of the Board

DATED: 31/05/2015

REGISTERED OFFICE

SHOP NO. 276, PRAKASHCHANDRA RATHI POONAM RATHI

DREAMS MALL, Din 01393087 Din. 01274428

L. B. S. MARG, Director Director

BHANDUP (WEST),

MUMBAI - 400078

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Mar 31, 2014

The Members, Kapil Cotex Ltd.

The Directors have pleasure in submitting their 31st ANNUAL REPORT along with the Audited Balance Sheet and Profit 8s Loss Account for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

Current Year Previous Year Rs. Rs.

Income

Revenue from operations 0 0

Other Income 5,97,640 5,94,203

Total Revenue 5,97,640 5,94,203

Less : Total Expenses 2,52,101 2,77,721

Profit Before Depreciation & 3,45,539 3,16,482

Taxation

(-) Depreciation 83,722 39,134

Profit Before Taxation 2,61,817 2,77,348

(-) Provision for Taxation 14,000 17,000

(i) Current Tax

(ii) Deferred Tax 8,036 204

(iii) Income Tax Earlier Year 15,612 0

Profit for the year 2,55,393 2,60,552

2. DIVIDEND

To conserve resources Directors do not recommend any Dividend for the year ended 31st March 2014.

3. REVIEW OF OPERATIONS

The operations of the Company are satisfactory in the current financial period.

4. INSURANCE

All the fixed assets of the Company have been adequately insured.

5. CORPORATE GOVERNANCE

Clause 49 of the Listing Agreement pertaining to Corporate Governance is not applicable to the Company.

6. 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, 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 affairs of the Company at the end of the financial year and of the profit 8s 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, 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, 2014 on a "going concern" basis.

7. COMPLIANCE CERTIFICATE UNDER SECTION 383A (i)

As per the amendment by Companies Act, 2002 all companies having a paid up Capital of more than Rs. 10 Lacks but less then Rs. 500 Lacks requires Compliance Certificate from a Practising Company Secretary certifying that the Company has complied with various provisions under the Companies Act. This provision has been complied with by the Company.

8. PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with Companies particulars of Employees) Rules, 1975 is not applicable.

10. AUDITOR''S REPORT

Regarding comments in the Auditor''s Report, the relevant notes in the accounts are self explanatory.

11. APPOINTMENT OF AUDITORS

M/s G. S. Toshniwal 8s Associates,*Chartered Accountants, Mumbai, Statutory Auditor, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s G. S. Toshniwal 8s Associates to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139(1) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

12. LISTING

The Shares of the Company continue to be listed on The Stock Exchange, Mumbai and the Company has paid the necessary listing fee for the financial year 2014-15.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

Considering the nature of activities of the company, the Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to the Company. However, the Company is making all efforts to conserve the same and the Company''s technology being indigenous, the question of absorption by the Company does not arise. Also no foreign exchange , were earned or spent.

14. APPRECIATION

The Directors wish to place on record sincere appreciation for the devoted and efficient services rendered by all workforce of the Company.

MUMBAI By Order of the Board DATED: 30/05/2014

Mr. PRAKASHCHANDRA RATHI (Director)