Directors Report of Khator Fibre & Fabrics Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the Twenty Ninth Annual Report together with the audited financial statements for the year ended 31st March, 2015. The Management Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL RESULTS

(Rs. In Lacs)

2014-15 2013-14

Income from Operation 5413.31 4648.42

Less : Manufacturing,

Administrative & Selling Expenses 4972.21 4223.11

Profit before Depreciation & Interest 441.10 425.31

Less : Interest 181.71 138.31

Depreciation 182.39 137.54

Provision for Taxation

(Net Deferred Tax) 23.82 46.17

Profit after Taxation 53.18 103.29

Add : Surplus Brought Forward From Previous Year 10.04 6.75

Less : Transfer to General Reserves & others 44.39 100.00

Balance carried forward to Balance Sheet 18.83 10.04

The Company proposes to transfer an amount of Rs.40 lacs to the General Reserves. An amount of Rs.18.83 lacs is proposed to be retained in the Statement of Profit and Loss.

2. HIGHLIGHTS OF PERFORMANCE

* Total income for the year was Rs.53.18 lacs as compared to Rs.103.29 lacs in 2014

* Total net sales for the year was Rs.5399.26 lacs as compared to Rs.4640.70 in 2014, a growth of 16.35%

* Total profit before Interest & Depreciation for the year was Rs441.10 lacs as compared to Rs. 425.31 lacs in 2014

3. BUSINESS OPERATIONS

(a) During the Financial Year ending 31st March 2015, your company has installed Rapid Jet Dyeing Machines & Thermopack & Latest Technology Supporting Machines adding to the existing Plant & Machinery. In export front company establishing & exploring new markets suitable to the product variety of the company.

4. DIVIDEND

Your Directors do not recommend any Dividend for the year under review, so as to conserve the resources of the Company.

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs 4,21,09,500. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2015, the Directors of the Company hold the equity shares of the Company as follows:

Name of the Director Number of % of Total Shares Capital

Mr. Kailash S. Khator 2,36,975 5.58

Mr. Arvind S. Khator 31,750 0.75

Mr. Ashok S. Khator 99,850 2.35

Mr. Mukesh Khandelwal Nil Nil

Mr. Jogendra B. Chodhary Nil Nil

Mr. Dev Kumar P Lohar Nil Nil

6. FINANCE

Cash and cash equivalent as at 31st March, 2015 was Rs.401025.25. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

6.1 DEPOSITS

The Company has not accepted deposit from the public and shareholders falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

6.2 PARTICULARS OF LOANS, GUARANTEES OR 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.

7. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 is not applicable to the Company.

8. BUSINESS RISK MANAGEMENT

The nature of business is manufacturing in Textiles. The inheritant risk to the business of the company is as follows:

a) Foreign Exchange Risk

b) Yarn Price Risk

c) Stiff Global Competition

d) Government Policy on incentives for exports

e) Risk elements in business transactions

f) Success of Cotton Crop

The nature of risk is dynamic of business and entrepreneurship. The Company has not formed Risk Management Committee and considered it as optional item as prescribed under Clause 49 of Listing Agreement.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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 (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Company 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 corrective actions thereon are presented to the Audit Committee of the Board.

10. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The detail of the Whistle Blower Policy is explained in the Corporate Governance Report.

11. SUBSIDIARY COMPANIES

The Company has no Subsidiary Company.

12. DIRECTORS

In terms of the Articles of Association of the Company, Mr. Kailash Khator, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The present tenure of Mr. Kailash S Khator as a Managing Director was expired on 31st March, 2015. The Nomination and Remuneration Committee has recommended the appointment of Mr. Kailash S Khator as a Managing Director. The Board of Directors has decided to re-appoint him as a Managing Director for period of 5 years w.e.f. 1st April, 2015 and the item no. 4 of notice is for the same.

The present tenure of Mr. Arvind S Khator as Whole- Time Director was expired on 31st March, 2015. The Nomination and Remuneration Committee has recommended the appointment of Mr. Arvind S Khator as Whole-Time Director. The Board of Directors has decided to re-appoint him as Whole-Time Director for period of 5 years w.e.f. 1st April, 2015 and the item no. 5 of notice is for the same.

The present tenure of Mr. Ashok S Khator as Whole- Time Director was expired on 31st March, 2015. The Nomination and Remuneration Committee has recommended the appointment of Mr. Ashok S Khator as Whole-Time Director designated as Chief Financial Officer (CFO). The Board of Directors has decided to re-appoint him as Whole-Time Director designated as Chief Financial Officer (CFO) for period of 5 years w.e.f. 1st April, 2015 and the item no. 6 of notice is for the same.

12.1 Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders' Relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

12.2 Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

12.3 Meetings

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

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

13. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

b) that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

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

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

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

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

14. RELATED PARTY TRANSACTIONS

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

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

16. AUDITORS

16.1 Statutory Auditors

The Company's Auditors, M/s. S. R. Goyal & Co., Chartered Accountants, Mumbai who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Members' attention is invited to the observation made by the Auditors under "Emphasis of Matter" appearing in the Auditors Reports.

16.2 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4, the Company has appointed M/s P. P. Shah & Co., Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure A".

17. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio- economic and environmental dimensions and contribute to sustainable growth and development.

18. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

19. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

20. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C".

21. PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing monthly remuneration of Rs.5,00,000/- per month or Rs.60,00,000/- per annum. Hence the Company is not required to disclose any information as per Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. ACKNOWLEDGEMENTS

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

23. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

By Order of the Board of Directors

Sd/- Sd/- Arvind Khator Kailash Khator Whole Time Director Managing Director Place: Mumbai Dated: 30th May, 2015

---

Mar 31, 2014

The Members,

The Directors hereby present their Twenty-Eighth Annual Report together with the Balance Sheet and the Profit and Loss account for the year ended 31st March, 2014.

1. FINANCIAL RESULTS
Income from Operation 4648.42 4147.21

Less : Manufacturing, Administrative & Selling Expenses 4223.11 3781.01

Profit before Depreciation & Interest 425.31 366.20

Less : Interest 138.31 116.56

Depreciation 137.54 97.04

Provision for Taxation (Net Deferred Tax) 46.17 47.80

Profit after Taxation 103.29 104.80

Add : Surplus Brought Forward From Previous Year 6.75 1.95

Less : Transfer to General Reserves 100.00 100.00

Balance carried forward to Balance Sheet 10.04 6.75

2. DIVIDEND

Your Directors do not recommend any Dividend for the year under review, so as to conserve the resources of the Company.

3. OPERATIONS

(a) During the Financial Year ending 31st March 2014, your company has installed Supporting Jet & Jigger Machines to Stenter & Latest Technology Machines adding to the existing Plant & Machinary. In export front company establishing & exploring new markets suitable to the product variety of the company.

(b) During the year under review the company has achieved the turnover of Rs.4648.42 Lacs as against Rs.4147.21 Lacs for the previous year and the company has earned Profit before Interest & Depriciation of Rs.425.31 Lacs against Rs.366.20 Lacs for the previous year.

4. DIRECTORS

Mr. Ashok S. Khator Director of the Company retires by rotation and being eligible, offer himself for re- appointment.

In terms of the articles of association of the Company, section 149 (10) of the Companies Act, 2013 and revised clause 49 of Listing Agreement dealing with Corporate Governance norms, Mr. Mukesh Khandelwal, Mr.Jogendra Chodhary and Mr. Dev Kumar Lohar has completed 5 years term as Independent Directors as on 1st April, 2014. The Company proposes to re-appoint them, as Independent Directors for a further period of 5 years till 2019. The Company has received requisite notices in writing from members proposing , Mr. Mukesh Khandelwal, Mr.Jogendra Chodhary and Mr. Dev Kumar Lohar for appointment as Independent Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both, under subsection 6 of section 149 of the Companies Act, 2013 and under clause 49 of the listing agreement with the stock exchanges.

5. CONSERVATION OF ENERGY. TECHNOLOGY. ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information as required under the provision of Section 217(1) (e) of the Companies Act, 1956''read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in an Annexure forming part of this report.

6. FIXED DEPOSITS

The Company has not accepted any deposit from the public.

7. PARTICULARS OF EMPLOYEES

The information required under the provisions of Section 217(2A) ofthe Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not given as during the financial year there was no employee drawing the remuneration as per the iimits prescribed under the said Rules.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 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 judgment 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) 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 31s1 March, 2014 on a going concern basis.

9. LISTING OF SHARES

The equity shares ofthe Company are listed at Bombay Stock Exchanges. The Company has paid annual listing fee for the year 2013 - 2014 to Bombay Stock Exchanges in time. The Company has filed an application before the Jaipur Stock Exchange to delist its equity shares. The same is pending before them.

10. CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company''s auditors confirming the compliance of conditions on Corporate Governance as stipulated in revised Clause 49 ofthe Listing Agreement with the Stock Exchanges is annexed hereto.

11. COMPLIANCE CERTIFICATE

Compliance Certificate to be obtained under Section 383A ofthe Companies Act, 1956 read with Companies (Issue of Compliance Certificate) Rules, 2001 has been obtained from Ms. P.RShah &Co., Practicing Company Secretary and the same has been attached to this Report.

12. AUDITORS

M/s. S. R. Goyal & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 141 of the Companies Act, 2013 and that they are not disqualified for re- appointment.

13. ACKNOWLEDGMENT

Your Directors acknowledge with gratitude the assistance, co-operation and support received by the Company from the Union Bank of India and various other Government agencies and Commercial Banks during the year under review.

Your Directors also wish to place on record a deep appreciation ofthe valuable contribution, unstinted efforts and the spirit of dedication shown by the employees and officers ofthe Company.

By Order ofthe Board of Directors

Sd/- Sd/- ARVIND KHATOR KAILASH KHATOR Whole Time Director Mg. Director

Place: Mumbai Dated: 30,h May, 2014

---

Mar 31, 2013

To, The Members,

The Directors hereby present their Twenty-Sixth Annual Report together with the Balance Sheet and the Profit and Loss account for the year ended 31st March, 2013.

1. FINANCIAL RESULTS (RS. IN LACS)

2012 - 13 2011 - 12

Income from Operation 4147.21 3033.72

Less : Manufacturing, Admn & Selling Expenses 3781.01 2684.95

Profit before Dep. & Interest 366.20 348.77

Less : Interest 116.56 129.52

Depreciation 97.04 88.57

Provision for Taxation (Net Deferred Tax) 47.80 32.84

Profit after Taxation 104.80 97.84

Add : Surplus Brought Forward From Previous Year 1.95 24.11

Less : Transfer to General Reserves 100.00 120.00

Balance carried forward to Balance Sheet 6.75 1.95

2. DIVIDEND

Your Directors do not recommend any Dividend for the year under review, so as to conserve the resources of the Company.

3. OPERATIONS

(a) During the Financial Year ending 31st March 2013,, your company has installed New 6 Chamber Stenter & Latest Technology Machines adding to the existing Plant & Machinary. In export front company establishing & exploring new markets suitable to the product variety of the company.

(b) During the year under review the company has achieved the turnover of Rs.4147.21 Lacs as against Rs.3033.72 Lacs for the previous year and the company has earned Profit before Interest & Depriciation of Rs.366.20 Lacs against Rs.348.77 Lacs for the previous year.

4. DIRECTORS

Mr. Arvindkumar S Khator Director of the Company retires by rotation and being eligible, offer himself for re-appointment.

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

The information as required under the provision of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in an Annexure forming part of this report.

6. FIXED DEPOSITS

The Company has not accepted any deposit from the public.

7. PARTICULARS OF EMPLOYEES

The information required under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not given as during the financial year there was no employee drawing the remuneration as per the limits prescribed under the said Rules.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2013, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment 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) 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, 2013 on a going concern basis.

9. LISTING OF SHARES

The equity shares of the Company are listed at Bombay Stock Exchanges. The Company has paid annual listing fee for the year 2012 – 2013 to Bombay Stock Exchanges in time. The Company has filed an application before the Jaipur Stock Exchange to delist its equity shares. The same is pending before them.

10. CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company''s auditors confirming the compliance of conditions on Corporate Governance as stipulated in revised Clause 49 of the Listing Agreement with the Stock Exchanges is annexed hereto.

11. COMPLIANCE CERTIFICATE

Compliance Certificate to be obtained under Section 383A of the Companies Act, 1956 read with Companies (Issue of Compliance Certificate) Rules, 2001 has been obtained from M/s. P. P. Shah & Company Practicing Company Secretary and the same has been attached to this Report.

12.AUDITORS

M/s. S. R. Goyal & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1B) of the Companies Act, 1956.

13.ACKNOWLEDGMENT

Your Directors acknowledge with gratitude the assistance, co-operation and support received by the Company from the Union Bank of India and various other Government agencies and Commercial Banks during the year under review.

Your Directors also wish to place on record a deep appreciation of the valuable contribution, unstinted efforts and the spirit of dedication shown by the employees and officers of the Company.

By Order of the Board of Directors

Sd/- Sd/-

ARVIND KHATOR KAILASH KHATOR

Whole Time Director Mg. Director

Place: Mumbai

Dated: 30th May, 2013

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Mar 31, 2011

The Members,

The Directors hereby present their Twenty-Fifth Annual Report together with the Balance Sheet and the Profit and Loss account for the year ended 31st March, 2011.

1. FINANCIAL RESULTS

(RS. IN LACS)

2010- 11 2009- 10

Income from Operation 2702.25 2091.24

Less : Manufacturing, Admn. & Selling Expenses 2432.46 1876.85

Profit before Dep. & Interest 269.79 214.39

Less: Interest 98.84 44.62

Depreciation 78.42 74.92

Provision for Taxation

{Net Deferred Tax) 28.22 40.22

Profit after Taxation 64.31 54.63

Add : Surplus Brought Forward From Previous Year 9.80 4.89

Less : Transfer to General Reserves 50.00 50.00

Balance carried forward to Balance Sheet 24.11 9.80

2. DIVIDEND

Your Directors do not recommend any Dividend for the year under review, so as to conserve the resources of the Company.

3. OPERATIONS

(a) During the Financial Year ending 31st March 2011, your company has installed New Technology Machines which supports the existing Plant & Machinery. In export front company capturing new market suitable to the product range of the company.

(b) During the year under review the company has achieved the turnover of Rs. 2702.25 Lacs as against Rs.2091.24 Lacs for the previous year and the company has earned Profit before Interest & Depriciation of Rs.269.79 Lacs against Rs.214.39 Lacs for the previous year.

4. DIRECTORS

Mr. Jogendra Chodhary, Director of the Company retires by rotation and being eligible, offer himself for re- appointment.

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

The information as required under the provision of Section 217(1) (e) of the Companies Act, 1956 read with Companies {Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in an Annexure forming part of this report.

6. FIXED DEPOSITS

The Company has not accepted any deposit from the public.

7. PARTICULARS OF EMPLOYEES

The information required under the provisions of Section 217{2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not given as during the financial year there was no employee drawing the remuneration as per the limits prescribed under the said Rules.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2011, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment 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) 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, 2011 on a going concern basis.

9. LISTING OF SHARES

The equity shares of the Company are listed at Bombay Stock Exchanges. The Company has paid annual listing fee for the year 2010 - 2011 to Bombay Stock Exchanges in time. The Company has filed an application before the Jaipur Stock Exchange to delist its equity shares. The same is pending before thern.

10. CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company's auditors confirming the compliance of conditions on Corporate Governance as stipulated in revised Clause 49 of the Listing Agreement with the Stock Exchanges is annexed hereto.

11. COMPLIANCE CERTIFlCATE

Compliance Certificate to be obtained under Section 383A of the Companies Act, 1956 read with Companies (Issue of Compliance Certificate) Rules, 2001 has been obtained from Sonia Sharmna, Practicing Company Secretary and the same has been attached to this Report.

12. AUDITORS

M/s. S. R. Goyal & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1B) of the Companies Act, 1956.

13. ACKNOWLEDGMENT

Your Directors acknowledge with gratitude the assistance, co-operation and support received by the Company from the Union Bank of India and various other Government agencies and Commercial Banks during the year under review.

Your Directors also wish to place on record a deep appreciation of the valuable contribution, unstinted efforts and the spirit of dedication shown by the employees and officers of the Company.

By Order of the Board of Directors

Sd/- Sd/-

Arvind Khator Kailash Khator Wholetime Director Managing Director

Place : Jaipur Dated : 30th May, 2011

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Mar 31, 2010

The Directors hereby presenttheir Twenty-Fourth Annual Report together with the Balance Sheet as at 31st March, 2010 and the Profit and Loss account for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

(RS. IN LACS)

2009-10 2008 -09

Income from Operation 2091.24 2368.66

Less : Manufacturing, Admn.

& Selling Expenses 1876.85 2165.26

Profit before Dep.&lnterest 214.39 203.40

Less : Interest 44.62 39.10

Depreciation 74.92 66.06

Provision for Taxation

(Net Deferred Tax) 40.22 16.64

Provision for FBT 0.00 0.75

Profit after Taxation 54.63 80.85

Add : Surplus Brought

Forward From Previous Year 4.89 14.04

Add : Transfer from

Gratuity Reserve 0.28 0.00

Less : Transfer to

Genera! Reserves 50.00 90.00

Balance carried forward

to Balance Sheet 9.80 4.89

2. DIVIDEND

Your Directors do not recommend any Dividend for the year under review, so as to conserve the resources of the Company.

3. OPERATIONS

(a) During the Financial Year ending 31st March 2010,, your company has installed one more Printing Machine which supports the existing plant & Machinary. In export front company is capping new market suitable to the product range of the company.

(b) During the year under review the company has achieved the turnover of Rs.2091.24 Lacs as against Rs.2368.66 Lacs for the previous year and the company has earned Profit before Interest &Depriciation of Rs.214.39 Lacs against Rs.203.40 Lacs for the previous year.

4. DIRECTORS

Mr. Mukesh Khandelwal, Director of the Company retires by rotation and being eligible, offer himself for re- appointment.

5. CONSERVATION OF ENERGY. TECHNOLOGY. ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information as required under the provision of Section 217(1) (e) of the Companies Act, 1956read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in an Annexure forming part of this report.

6. FIXED DEPOSITS

The Company has not accepted any deposit from the public.

7. PARTICULARS OF EMPLOYEES

The information required under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not given as during the financial year there was no employee drawing the remuneration as per the limits prescribed under the said Rules.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2010, 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 judgment 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) 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, 2010ona going concern basis.

9. LISTING OF SHARES

The equity shares of the Company are listed at Jaipur and Bombay Stock Exchanges The Company has paid annual listing fee for the year 2009 - 2010 to both Stock Exchanges in time. The Company has filed an application before the Jaipur Stock Exchange to delist its equity shares. The same is pending before them.

10. CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Companys auditors confirming the compliance of conditions on Corporate Governance as stipulated in revised Clause 49 of the Listing Agreement with the Stock Exchanges is annexed hereto.

11. COMPLIANCE CERTIFICATE

Compliance Certificate to be obtained under Section 383A of the Companies Act, 1956 read with Companies (Issue of Compliance Certificate) Rules, 2001 has been obtained from M/s. P P Shah & Co., Practicing Company Secretaries and the same has been attached to this Report.

12. AUDITORS

M/s. S. R. Goya! & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1 B) of the Companies Act, 1956.

13. ACKNOWLEDGMENT

Your Directors acknowledge with gratitude the assistance, co-operation and support received by the Company from the Union Bank of India and various other Government agencies and Commercial Banks during the year under review.

Your Directors also wish to place on record a deep appreciation of the valuable contribution, unstinted efforts and the spirit of dedication shown by the employees and officers of the Company.

By Order of the Board of Directors

Sd/- Sd/-

Arvind Khator Kailash Khator

Wholetime Director Managing Director

Place : Mumbai

Dated : 31st May,2010