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Directors Report of Kiran Syntex Ltd.

Mar 31, 2015

Dear Members,

The directors present Annual report on the business and operations of the company to gather with Audited Statement of Accounts of the company for the year ending 31st March 2015.

The particulars pursuant to sub section 3 of section 134 of the companies act, 2013 are given below.

a) The extract of annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013:

The extract of Annual return is in format MGT-9 for the financial year ended 31/03/2015 is enclosed with this report.

b) Number of meetings of the Board:

During the year 2014-15, 5 meetings of Board of Directors were held on 28.05.2014, 31.07.2014, 31.10.2014, 31.01.2015 31.03.2015.

c) Directors' Responsibility Statements:

The directors' state that

i) In the preparation of annual accounts for the financial year ended 31st march 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) The directors had 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 of the profit / loss of the company for that period;

iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) The director had prepared the annual accounts on a going concern basis;

v) The director 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 director had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

d) A Statement on Declaration given by Independent Directors under sub-section (6) of section 149.

The Declaration under Section 149(7) confirming that he meets the criteria of independence pursuant to section 149(6) has been given by independent directors.

e) If Company covered under sub-section (1) of section 178, company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matter provided under sub-section (3) of section 178.

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of director, Senior Management and their remuneration.

The Company does not pay any remuneration to the Non-Executive / Independent Directors of the company other than sitting fees for attending the meeting of the Board. Remuneration to the Whole Time Director is governed by the relevant provisions of the Act

The Disclosures pursuant to sub-rule (1) of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to and forms part of this report.

f) Explanations or comments by the board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report / by the company secretary in practice in his secretarial audit report.

The qualification by statutory auditors in the report as regard demand by Excise department is sub judicial matters and directors do not propose to make any comments thereon.

The Secretarial Audit Report pursuant to Section 204 of the Companies Act, 2013 in prescribed Form MR-3 is attached to and forms part of this Board of Director's Report. The Company has taken note of Qualification, Reservation etc in the Said report and shall make arrangement for necessary compliance in future.

g) Particulars of loans, guarantees or investments under section 186 of Companies act, 2013

Company has not during the year under review (a) given any loan to any person or other body corporate (b) Given any guarantee or provide security in connection with a loan to any other body corporate or person; and (c) Acquired by way of subscription, purchase or otherwise, the securities of any other body corporate, Exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more and hence the particulars are not required to be included in this report.

h) Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form (Form AOC-2)

The prescribed particulars in form AOC 2 is given hereunder

FORM AOC-2

Material related party Transactions

I. Details of contract or arrangements or transactions not length basis:

There were no contracts or arrangements or transactions entered into during the year ended 31st March, 2015 which were not at arm's length basis

II. Details of material contracts or arrangements or transactions at arm's length basis:

The details of material contracts or arrangements or transactions length basis for the year ended 31st March, 2015 are as follows.

Sr. Name of the Related Party Nature of Duration No. and Relationship Transaction

01 Gujarat Kiran Polytex Ltd Purchase (Associate company) Ongoing Sales

Sr. Name of the Related Party Salient Terms Amount Rs. No. and Relationship

01 Gujarat Kiran Polytex Ltd On arm's length basis 2,16,47,605/- (Associate company) in ordinary course of business 23,30,713/-

i) The state of Company's affairs

There is no Material change in the state of affairs of the company particularly nature of business being carried out. The income has been decreased from Rs.117,556,547 in the year 2013-14 to Rs.23,886,840 in the year 2014-15.Therehas been profit of Rs.1,371,618 in the year 2013-14 and loss of Rs.(-2,261,367) in the year 2014- 15.

The Company has not issued any share capital or Debentures during the year. There is no change in the status of the company or the accounting year.

j) The amount, if any, which it proposes to carry to any reserves

The Directors do not propose to carry any amount to reserves.

k) The amount, if any, which it recommends should be paid by way of dividend

The Directors do not recommend any amount to be paid by way of dividend.

l) Material Changes and commitments, if any, Affecting the Financial Position of the Company which have occurred between the Ends of the financial year of the company to which the financial statements relate and the date of the report.

There are no material changes and/or commitments affecting financial position of the Company occurred after end of financial year till date of this report.

m) The Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo in such manner as may be prescribed.

Statement as per rule 8 of the companies (Accounts) Rules, 2014 with respect to above is given below.

(A) CONSERVATION OF ENERGY-

i) The steps taken or impact on conservation of energy : NIL

ii) The steps taken by the company for utilizing alternate sources of energy : NIL

iii) The capital investment on energy conservation equipments : NIL

(B) TECHNOLOGY ABSORPTION-

i) The efforts made towards technology absorption: Not Applicable

ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a. The details of technology imported; : Not Applicable

b. The year of import: Not Applicable

c. Whether the technology been fully absorbed: Not Applicable

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable and

iv) The expenditure incurred on Research and Development: NIL

(C) FOREIGN EXCHANGE EARNINGS AND 0UTG0-

Foreign Exchange earned (actual inflows during the year) : Nil Foreign Exchange outgo (actual outflows) : Nil

n) A statement including development and implementation of a Risk Management Policy for the company including identification therein of elements of risk, if any, which in the opinion of the board may threaten the existence of the company

The Directors do not foresee any risk that may threaten the existence of the company in normal course. The Directors proposes to develop and implement specific Risk Management Policy on identification of any risk.

o) the details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year;

Since the Net Worth of the company is below Five Hundred crores, Turnover of the company is below One thousand crores, Net Profit of the company is below Five crores. The provision of Section 135 of The Companies Act, 2013 are not applicable to the company and hence the company is not required undertake any corporate Social Responsibility (CSR) initiatives.

p) In case of a listed company and every other public company having such paid-up share capital as may be prescribed, a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors;

The Board of Directors have carried out annual evaluation of its own performance, Board Committees and individual directors on the basis of the criteria identified in consultation with Nomination and Remuneration Committee.

q) Such other matters as maybe prescribed.

(Pursuant to rule 8(5) of The Companies (Accounts) Rules, 2014)

i) The Financial summary or highlights

The summary of financial Results (standalone) for the year under review is as under

Particulars As on As on 31/03/2015 31/03/2014

Turnover and other income 23,886,840 117,556,547

Gross profit/Loss (-) before Financial Charges & depreciation. -2,131,991 2,109,139

Interest and Financial Charges 2,745 36,349

Profit/Loss(-) before depreciation -2,134,736 2,072,790

Depreciation 360,552 252,367

Profit /Loss(-) After Tax for the year -2,261,367 1,371,618

ii) The Change in the nature of business, if any:

There is no Material change in nature of business of the company.

iii) The Details of Directors or key managerial personnel who were appointed or have resigned during the year:

The details of Directors and key managerial persons as on date of report are as under:

Name of Director/KMP Designation Date of Appointment

Maheshkumar Motiram Godiwala Managing Director 21/10/1986

Dhirajbhai Govanbhai Patel Director 30/09/2008

Ami Jigar Godiwala Additional Director 31/03/2015

Manojkumar Dhirajbhai Patel Additional Director 01/08/2012

During the year there is no change in director and key managerial personnel however Ami Jigar Godiwala has been appointed as Additional Director and Jigar Mahesh Godiwala has been resigned as on date of 31/03/ 2015.

iv) The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year;

No company has become or ceases to be subsidiary, joint venture or associate company M/s Gujarat Kiran Polytex Ltd continues to be Associate company

v) The details relating to deposits, covered under Chapter V of the Act,-

(a) Accepted during the year: NIL

(b) Remained unpaid or unclaimed as at the end of the year: NIL

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

(i) At the beginning of the year : Not Applicable

(ii) Maximum during the year : Not Applicable

(iii) At the end of the year : Not Applicable

vi) The details of deposits which are not in compliance with the requirements of Chapter V of the Act; NIL

vii) The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future: NIL

viii) The details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The company has in place adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on continuous basis covering all major operation. During the year no Reportable Material weakness in the operation was observed.

Disclosures under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

No Employee of the company has been paid Remuneration in excess of limits laid down in rule 5(2) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence statement showing details thereof is not applicable.

Change in Composition of Board:

Ms. Ami Jigar Godiwala has been appointed as Director and Mr. Jigar Mahesh Godiwala has resigned as Director during the year.

Audit Committee:

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance, under the head, 'Audit Committee' for matters relating to constitution, meetings and functions of the committee. During the year there was no instance where the board had not accepted the Recommendation of Audit Committee.

Vigil Mechanism / Whistle Blower Policy

Pursuant to section 177(9) of the Companies Act, 2013 read with Rule 7of the Companies (Meetings of Board and its Power) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Director has adopted vigil mechanism in the form of Whistle Blower Policy through which its Directors, Employees and Stakeholders can report their genuine concerns about unethical behaviors, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The said policy provides for adequate safeguards against victimization and also direct access to the higher levels of supervisors.

Your Company hereby affirms that no Director / Employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. Brief Details about the policy are provided in the Corporate Governance Report, forming part to this report.

The Board of Directors place on records the services of all stakeholders and associates who have co-operated in the working of the Company

For and behalf of the board of Directors Maheshkumar Motiram Godiwala

Place : Surat Chairman Date : 28/05/2015 (DIN : 01779079)


Mar 31, 2014

Dear Members,

The Directors have Pleasure in Presenting the Annual Report together with audited statement of accounts for the year ended 31st March, 2014

FINANCIAL HIGHLIGHTS:

Year ended Year ended 31.03.2014 31.03.2013 Amount(Rs) Amount(Rs)

Sales & Other Income 117556547 111862394 Profit/(Loss) before Depreciation

Less: Depreciation 252367 342061

Profit/(Loss) after Depreciation 18204323 2990064

Exceptional Items - 2872671

Less: Provision for Taxation 448805 22371

Profit/(Loss) after Taxation 1371618 95022

OPERATIONS AND FUTURE PLANS

The revenue from sale of has marginally increased form Rs.111,788,051 during previous year ending 31/03/2013 to Rs.117,448,300 in the current year ending 31/03/2014. The profits for the year was Rs.1,820,423 as compared to profits for previous year Rs. 117,393. The accumulated loss at the end of year was Rs.60,581,424. The returns on the textile industry are not encouraging with majority companies incurring losses however the directors are making best efforts to survive and take benefit of opportunities.

DIVIDEND:

Since the Company has accumulated ;losses of past which has not been wiped off the directors do not recommend any dividend for the year ended 31.03.2014.

DIRECTORS

Shri Dhirajlal Patel who was appointed as independent director retires by rotation at ensuing Annual General Meeting. It is proposed to reappoint him as independent director and he shall not retire by rotation in view of provisions of The new Companies Act 2013 and rules made there under.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors State that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 the profit and loss of the company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

FIXED DEPOSITS

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE ABD COMPLIANCE CERTIFICATE:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS:

Shares are being traded at Mumbay Stock Exchange.

BUY-BACK OF SHARES

There was no buy-back of shares during the year under review.

PARTICULARS OF THE EMPLOYEES:

None of the employees employed during the year was in receipt of remuneration in excess of the Prescribed limit specified in section 217 (2A) of the Companies Act, 1956 Hence, furnishing of particulars under the Companies (Particulars of Employees) 1975 does not arise.

AUDITORS

M/s M M S & Associates , Surat Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their willingness for reappointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosures of Particulars in the report of Board of Directors) Rules is irrelevant/not applicable to the company during the year under review, the same are not reported.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign Exchange earning and out go during the year is nil

ACKNOWLEDGMENTS:

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers, its valued customers, employees and all other intermediaries concerned with the company''s business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

By order of Board of Directors Kiran Syntex Limited

Place : Surat Mahesh M. Godiwala Date : 28/05/2014 Managing Director


Mar 31, 2011

The Directors have Pleasure in Presenting the Annual Report together With audited statement of accounts for the year ended 31st March, 2011

WORKIING RESULTS

(Amount in Rs)

Particulars 31.03.2011 31.03.2010

Sales and other Income 53999030 117189014

Profit/ (loss) before depreciation 1112182 3159959

Depreciation 601677 715535

Profit (Loss) after depreciation and Before Tax 510505 2444424

Provision for Tax 104150 166591

Profit (loss) after Tax 406355 2277833

Balance brought forward -63052775 -65330608

Balance carried to Balance Sheet -62646420 -63052775

OPERATIONS AND FUTURE PLANS

The comp any has been making profits since last three years however in View of heavy accumulated losses the directors proposes to concentrate On present business in which the management has core competence to Ensure that the losses are wiped off and the financial position is Strengthened. The company posted profits of Rs.406355.00 during the Year as compared to profit of Rs.2277833.00 during previous year. The Directors are confident of better performance in current year.

DIVIDEND:

Since the Company has accumulated losses of past which has not been Wiped off the directors do not recommend any dividend for the year Ended 31.03.2011.

DIRECTORS

Sheri Jitendra Dina and Sheri Dhirajbhai Patel Directors retires at the Ensuring Annual General Meeting, and being eligible offers themselves For reappointment. The Board of directors recommend reappointment of Directors retiring by rotation. There is no other change in Constitution of Board of Directors during the year.

DIRECTORS' RESPONSIBILITY STATEMENT

You're Directors State:

I) That in the preparation of the annual accounts, the applicable Accounting standards had been followed along with proper explanations Relating to material departure;

ii) That the Directors had selected such accounting policies and Applied them consistently and made judgments and estimates that ate 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 the Profit of the Company for the period;

iii) That the Directors had 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 had prepared the annual accounts in a going Concern basis.

FIXED DEPOSITS

Your company has neither invited nor accepted any Fixed Opposites from the public during the financial year under review.

CORPORATE GOVERNANCE ABD COMPLIANCE CERTIFICATE:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at Mumbai, Vidor, Ahmadabad and Bangalore Stock Exchanges. Trading in company's securities remain Suspended at Mumbai Stock Exchanges for various reasons including Non-submission of documents and all possible steps are being taken by The management to get shares traded at the factor of the Exchange.

BUY-BACK OF SHARES

There was no buy-back of shares during the year under review.

PARTICULARS OF THE EMPLOYEES:

None of the employees employed during the year was in receipt of remuneration in excess of the Prescribed limit specified in section 217 (2A) of the Companies Act, 1956 Hence, furnishing of particulars under the Companies ( Particulars of Employees) 1975 does not require.

AUDITORS

M/s M.M S & Associates, Seurat, Auditors of the Company retire at the Ensuing Annual General Meeting. They have expressed their willingness For reappointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year under review, there were no activities, which required Heavy consumption of energy. However adequate measures have been taken To make sure that there is no wastage of energy. Since the requisite Information with regard to the conservation of energy, technology Absorption (Disclosures of Particulars in the report of Board of Directors) Rules is irrelevant/not applicable to the company during the Year under review, the same are not reported.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign Exchange earnings and out go during the year is nil

ACKNOWLDGEMENTS

The Board of Directors wishes to place on record their appreciation for the co-operation and support of the Company's Bankers, its valued Customers, employees and all other intermediaries concerned with the Company's business.

Your directors sincerely thank all members for supporting us during the Difficult days. We look forward to your continued support and reiterate That we are determined to ensure that the plans are successfully Implemented.

On Behalf of the Board,

KIRAN SYNTEX LIMITED

Place: Seurat Jigger M. Godiwala

Date: 27.08.2011 Whole Time Director


Mar 31, 2010

The Directors have pleasure in presenting the Annual Report of the Company together with the audited statement of accounts for the year ended 31st March 2010.

FINANCIAL HIGHLIGHTS:

Year ended Year ended 31.03.2010 31.03.2009 Amount(Rs) Amount(Rs)

Sales & Other Income 117,189,014 443,770,588

Profit/(Loss) before Depreciation 3,159,959 2,893,924

Less: Depreciation 715,535 620,593

Profit/(Loss) after Depreciation 2,444,424 2,273,331

Less: Provision For Taxation 166,591 -

Less: Provision For FBT - 28,689

Balance B/f from Previous Year (65,330,608) (67,575,250)

(63,052,775) (65,330,608)

Deferred Tax (Liabilities)/Assets - -

Balance C/f to Balance Sheet (63,052,775) (65,330,608)

DIVIDEND:

The Directors decided not to recommend any Dividend.

INDUSTRIAL RELATIONS:

Relations with employees continued to remain cordial.

The Directors wish to place on record their appreciation for the efforts put in by the Companys employees at all levels.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company was paid exceeding Rs.24,00,000/- per year or Rs.2,00,000/- per month if employed for part of the year.

AUDITORS:

M/s.M MS & ASSOCIATES, Chartered Accountants of Surat, are due to retire at the forthcoming Annual General Meeting and being eligible have offered themselves for reappointment.

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

As required U/S 217(1 )(e) of the Companies Act 1956, read with rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed.

DIRECTORS RESPONSIBILITY STATEMENT:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. That the Directors had 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 the profit or loss of the Company for that period;

3. That the Directors had 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. That the Directors had prepared the annual accounts on a going concern basis.

On Behalf of the Board,

PLACE: SURAT DIRECTOR.

DATE : September 1,2010

 
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