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Directors Report of Lahoti Overseas Ltd.

Mar 31, 2018

The Companyâs Directors take pleasure in presenting the Twenty Third Annual Report along with Audited Financial Statements of your Company and its subsidiaries for the Financial Year ended March 31, 2018.

FINANCIAL RESULTS:

The financial performance of the Company, for the year ended March 31, 2018 is summarized below:

Particulars	Standalone		Consolidated
	For the Financial Year Ended		For the Financial Year Ended
	March 31, 2018	March 31, 2017	March 31, 2018	March 31, 2017
Gross Income	46,258.42	57,295.71	46,259.74	57,306.13
Gross Profit before, Depreciation and Tax	914.28	1,707.64	921.03	1,717.78
Less: Depreciation	265.03	303.65	265.03	303.65
Profit Before Tax	649.25	1,403.99	656.00	1,414.13
Provision for Tax
Current Tax	197.00	310.13	197.02	311.97
Deferred Tax	82.97	-	82.97	-
Profit after Tax before period items	369.28	1,093.86	376.01	1,102.16
Balance b/f from previous year	8,684.56	7,114.35	8,705.39	7,126.68
Amount available for appropriation	8,874.78	8,766.60	8,901.12	8,787.43
Less: Dividend Payout	116.68	-	116.68	-
Corporate Dividend Tax	23.76	-	23.76	-
Transferred to General Reserves	-	82.04	0	82.04
Reserves and surplus	10,553.99	10,504.22	10,580.34	10,525.04

RESULTS OF OPERATIONS:

During the year under review your Company has reported a standalone total income of 46,258.42 Lakhs as compared to Rs. 57,295.71 Lakhs for the previous year. Further, the net profit for the current year under review was 369.28 Lakh as compared to Rs.1093.86 Lakhs in previous year.

DIVIDEND:

Your Directors are pleased to recommend a final dividend @ 10% (i.e. Rs.0.20) per equity share on 2,91,71,500 Equity shares of Face Value of Rs.2 each amounting to ''58,34,300 for the year ended March 31,2018.

The Final Dividend, subject to approval of the Members will be paid within statutory period, to the Members whose name appear in the Register of Members as on the record date, i.e. September 21, 2018. The Dividend payout for the year under review has been formulated in accordance with the shareholderâs aspirations and the Companyâs policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

The Register of Members of the Company will remain closed from Saturday, September 22, 2018 to Friday, September 28, 2018 (both days inclusive) for annual closing and determining the entitlement of the shareholders to the final dividend for financial year 2017-2018.

INVESTOR EDUCATION AND PROTECTION FUND

During the year, the unclaimed dividend amount of Rs.70,605.00 pertaining to the dividend for the financial year ended March 31, 2010 were transferred to the Investor Education & Protection Fund in compliance with the provisions of Sections 124 and 125 of the Companies Act, 2013

In compliance with these provisions read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your Company also transferred 16612 Equity shares to the Demat Account of the IEPF Authority, in respect of which dividend had remained unpaid/unclaimed for a consecutive period of 7 years.

NATURE OF BUSINESS AND CHANGES THEREIN:

The Company is engaged in the business of Merchant Exports of Cotton textiles and to specialize in the export of quality Cotton Yarns and fabrics. Lahotiâs range today covers a wide variety of Cotton Yarns including carded & combed ring spun yams of coarse & fine counts, ply yarns, special yarns and grey knitted and woven fabrics.

The Company is also engaged in the business of setting up of Power projects and to generate, supply, distribute, transmit and transform electric or other sources of power.

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There have been no material changes or commitments, affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of report.

SUBSIDIARY COMPANIES:

The Company as on March 31, 2018 have 2 (Two) Wholly Owned Subsidiaries, viz. Lahoti Spintex and Energy Limited (Formerly known as Lahoti Spintex Limited) and G. Varadan Limited.

During the year, the Board of Directors (âthe Boardâ) reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as ANNEXURE 1 to the Directorsâ Report. The statement also provides the details of performance, financial positions of each of the subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries will be available for inspection during business hours at the Registered office of the Company.

No Independent Director on the Board of the Company is required to be inducted on the Board of its subsidiaries as none of the subsidiary is a material non-listed subsidiary Company as defined in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee of the Company reviews the financial statements of the unlisted subsidiary companies. The minutes of the Board meetings of unlisted subsidiary companies are regularly placed at the Board meetings of the Company.

DEPOSIT:

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. No amounts were outstanding which were classified as âDepositsâ under the applicable provisions of Companies Act, 2013 as on the date of Balance Sheet and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 specifies the requirement for approval of the Board and/or the Members, as and when applicable in related party transactions in relation to contracts/arrangements.

During the year under review the Company has not entered into related party transactions as per the provisions of Section 188 of the Companies Act, 2013. Thus disclosure in Form AOC-2 is not required. Further there are no materially significant related party transactions during the year under review made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.

The Company has formulated a related party transactions policy and the same is displayed on the website of the company viz.

http://lahotioverseas.in/PDFs/policies/related-party-transactions-policy.pdf

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

However, the Company was not required to pass special resolution as the Loans advanced and investments made in accordance with the said provisions has not exceeded the limits as specified in the provision.

BOARD OF DIRECTORS :

As per the requirements of Section 149, 152 of the Companies Act, 2013 (the Act) and such other applicable provisions of the Act and as per provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which defines the composition of the Board, the Board of Directors of the Company have been constituted in compliance with the said Sections.

Further at the time of appointment of an Independent Director, the Company issues a formal letter of appointment detailing their role and function in the Company, the format of the letter of appointment whereof is available on the website of the Company at: http://lahotioverseas.in/PDFs/terms-and-conditions-of-appointment-of-independent-directors.pdf

As on the date of this report, the Companyâs Board consists of the following Independent Directors:

1. Mr. Prakash Ramchandra Bang

2. Mr. Prem Sardarilal Malik

3. Ms. Meghna Vijay Panchal

1. Re-appointments

During the year under review, Mr. Aadhitiya Ujwal Lahoti has been re-appointed as Whole Time Director of the Company for the period of Five Years, w.e.f. September 01, 2017.

In accordance with the provisions of the Companies Act, 2013, Mr. Ujwal Rambilas Lahoti retires by rotation at the ensuing AGM and is eligible, has offered himself for re-appointment.

The Independent Directors of the Company viz. Mr. Prem Sardarilal Malik and Mr. Prakash Ramchandra Bang were appointed as Independent Directors of the Company at the Annual General Meeting of the Company held on September 29, 2014 to hold office for a term of 5 (five) consecutive years up to March 31, 2019, in line with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 (âActâ) including the rules made thereunder and the erstwhile Listing Agreement.

SEBI has vide Notification dated May 9, 2018 notified SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations, 2018, to amend certain provisions or SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. One such amendment is insertion of new Sub-Regulation (1A) in Regulation 17 which stipulates that no listed entity shall appoint a person or continue the directorship of any person as Non-Executive Director who has attained the age of 75 years unless a Special Resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person. The said amendment shall come into force with effect from April 01, 2019.

It is proposed that these Independent Directors be reappointed for a second term of 5 (five) consecutive years to hold office up to March 31, 2024.

Accordingly, necessary resolutions are being placed for approval of the members at the 23^rd AGM of the Company.

2. Cessation of Director

Pursuant to Section164 of the Companies Act, 2013 and as per Ministry of Corporate Affairs (MCA) circular dated September 06, 2017, Mr. Vijay Dattatrya Ajgaonkar disqualified to act as Director and therefore he ceased to act as Independent Director of the Company w.e.f. September 06, 2017.

KEY MANAGERIAL PERSONNEL

Mr. Umesh Lahoti, Managing Director, Mr. Pradeep Bachhuka, Chief Financial Officer and Ms. Avani Lakhani, Company Secretary are the Key Managerial Personnel of the Company, in terms of Section 2(51) read with Section 203(1) of the Companies Act, 2013.

During the year, there were no changes in the composition of the Key Managerial Personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Prakash Ramchandra Bang, Mr. Prem Sardarilal Malik and Ms. Meghna Vijay Panchal are the Independent Directors on the Board of the Company. The Company has received the declaration from all the Independent Directors confirming that they meet the criteria as set out in the provisions of Section 149(6) of the Companies Act, 2013 and the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMMITTEES OF BOARD:

The Board has 4 Committees: Audit Committee, Stakeholderâs Relationship Committee, Nomination and Remuneration Committee and the Corporate Social Responsibility Committee. A detailed note on the functions of the Board and Committee are provided in the Corporate Governance Report. The Composition of the Committees are as follows:

1. Audit Committee

The Audit Committee comprises of the following members:

Name of the Director	Designation in the Committee
Mr. Prakash Ramchandra Bang (Independent Director)	Chairman
Ms. Meghna Vijay Panchal (Independent Director)	Member
Mr. Prem Sardarilal Malik (Independent Director)	Member
Ms. Avani D Lakhani (Company Secretary)	Secretary

Kindly refer to the section on Corporate Governance under the head, âAudit Committeeâ for matters relating to constitution, meetings and functions of the Committee.

2. Stakeholderâs Relationship Committee

Name of the Director	Designation in the Committee
Ms. Meghna Vijay Panchal (Non-Executive Independent Director)	Chairperson
Mr. Umesh Rambilas Lahoti	Member
(Managing Director)
Mr. Ujwal Rambilas Lahoti	Member
(Executive Director)

Kindly refer to the section on Corporate Governance under the head, âStakeholders Relationship Committeeâ for matters relating to constitution, meetings and functions of the Committee.

3. Nomination and Remuneration Committee

Name of the Director	Designation in the Committee
Ms. Meghna Vijay Panchal (Independent Director)	Chairperson
Mr. Prakash Ramchandra Bang (Independent Director)	Member
Mr. Prem Sardarilal Malik (Independent Director)	Member

Kindly refer section on Corporate Governance, under the head, âNomination & Remuneration Committeeâ for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

4. Corporate Social Responsibility Committee

Name of the Director	Designation in the Committee
Mr. Ujwal Rambilas Lahoti	Chairman
(Executive Director)
Mr. Prakash Ramchandra Bang (Independent Director)	Member
Mr. Umesh Rambilas Lahoti	Member
(Managing Director)

COMPANIES POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION:

In Compliance with Section 178 of the Companies Act, 2013 and the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board constituted the Nomination and Remuneration Committee comprising of Three (3) Non-Executive Independent Directors of the Company and further the Board in consultation with the Nomination and Remuneration Committee formulated the Nomination and Remuneration Policy.

The Remuneration policy of the Company comprises inter alia the aims and objectives, principles of remuneration, guidelines for remuneration to Executive and Non-Executive Directors and Key Managerial Personnel and criteria for identification of the Board Members and appointment of Senior Management.

The Criteria set out identification of the Board members are given hereunder:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

The Nomination and Remuneration Policy has been posted on the website of the Company VIZ. http://lahotioverseas.in/PDFs/policies/nomination-and-remuneration-committee-policy.pdf

ANNUAL EVALUATION OF THE BOARD:

Pursuant to applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had adopted a formal mechanism for evaluating its own performance and as well as that of its Committees and individual Directors, including the Chairperson of the Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has constituted a CSR Committee comprising of Mr. Ujwal Rambilas Lahoti as Chairman and Mr. Prakash Ramachandra Bang & Mr. Umesh Rambilas Lahoti as its members. The Committee is responsible for formulating and monitoring the CSR policy of the Company.

CSR activities, as per the provisions of the Companies Act, 2013, may be undertaken by the Company through a registered trust or a registered society.

The CSR policy as adopted by the Company can be viewed on the website of the Company at: http://lahotioverseas.in/PDFs/policies/corporate-social-responsibility-policy.pdf.

The Annual report on the CSR activities undertaken by the Company is appended to this report as ANNEXURE -2.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND VARIOUS COMMITTEE:

During the year, Four Board Meetings were convened and held. The details of meetings of the Board and Various Committee during the financial year 2017-2018 forms part of the Corporate Governance Report.

VIGIL MECHANISM/WHISTLE BLOWER:

As per the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 and the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has adopted a Whistle Blower Policy to report genuine concerns or grievances and to deal with the instances of fraud and mismanagement.

The Whistle Blower Policy has been posted on the website of the Company viz.

http://lahotioverseas.in/PDFs/policies/whistle-blower-policy.pdf

During the year under review, there were no complaints/ concerns that arose.

DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating management, your Directors make the following statement and confirm 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;

(e) 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; and

(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.

AUDITORS AND AUDITORSâ REPORT:

In accordance with Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, Palan and Co., Chartered Accountants, Mumbai (Registration No. No.133811W) Statutory Auditors of the Company hold office upto the end conclusion of the 27^th Annual General Meeting of the Company. However, their appointment as Statutory Auditors of the Company is subject to ratification by the Members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

Accordingly, the resolutions seeking ratification of appointment of Auditor form part of Notice convening the 23rd Annual General Meeting.

The Reports of the Statutory Auditors, Palan and Co., Chartered Accountants on the standalone and consolidated financial statements of the Company for the year 2018 form part of this Annual Report. The statutory auditors have submitted a unmodified opinion on the audit of financial statements for the year 2018 and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report and therefore the same does not call for any further comments/explanation from the Directors.

INDIAN ACCOUNTING STANDARDS (IND AS) -

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (âInd ASâ) from April 01, 2017 with a transition date of April 01, 2016. The financial results for the year 2017-18 have been prepared in accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other recognized accounting practices and policies to the extent applicable. The Financial Results for all the periods of 2017-18 presented have been prepared in accordance with Ind AS. The Company has adopted âIND ASâ for the first time with effect from April 01, 2017, with the comparatives for the periods ending March 31, 2017.

SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Your Company has appointed Kothari H. & Associates, a firm of Practicing Company Secretaries as a Secretarial Auditor of the Company, for conducing secretarial audit of Company for the financial year 2017 - 2018.

The report in respect of the Secretarial Audit carried out by Kothari H. & Associates, the firm of practicing Company Secretaries in Form MR-3 for the Financial Year 20172018 forms part to this report as ANNEXURE 3. The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with differential rights / sweat equity shares/ employee stock options or not made any provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2017-2018.

The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2017-2018.

LISTING:

At present the Companyâs Equity Shares are listed at BSE Limited and the Company has paid Listing Fees to the above Stock Exchanges for the year 2018-2019.

DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONAL:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as ANNEXURE 4 to the Boardâs report.

SIGNIFICANT AND MATERIAL ORDERS:

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

RISK MANAGEMENT:

Risk management is the identification, assessment, and prioritization of risks followed by coordinated and economical application of resources to minimize, monitor, and control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. Risk managementâs objective is to assure uncertainty does not deflect the endeavor from the business goals.

The Company has laid down procedures to inform the members of the Board about the risk assessment and minimization procedures. A risk management committee consisting of senior executives of the Company periodically reviews these procedures to ensure that executivesâ management controls risk through means of a properly defined framework. The Company has framed the risk assessment and minimization procedure which is periodically reviewed by the Board. The risk management policy is displayed on the website of the Company viz.

http://lahotioverseas.in/PDFs/policies/risk-management-policy.pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Annual Report.

REPORT ON CORPORATE GOVERNANCE:

The Report on Corporate Governance for the year under review together with the certificate from the Auditor of the Company regarding compliance of the conditions of Corporate Governance, as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

EXTRACTS OF ANNUAL RETURN:

As per the provisions of Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format in Form MGT-9 is annexed to this Directorsâ Report as ANNEXURE - 5.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy. The Company has installed energy conservative equipmentâs like LED (Light Emitting Diode) lights instead of CFL (Compact Fluorescent Lamp).

The Company has maintained a technology friendly environment for its employees to work in. Your Company uses latest technology and equipmentâs. However, since the Company is not engaged in any manufacturing, the information in connection with technology absorption is NIL.

During the period under review the Company has earned Foreign Exchange of Rs. 44,379.76 Lakhs and incurred the Foreign Exchange outgo of Rs. 429.63Lakhs.

SECRETARIAL STANDARDS:

The Company complies with all the Secretarial Standards.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place the âPolicy on Prevention of Sexual Harassment at the Workplaceâ in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were received by the Committee for Redressal.

ACKNOWLEDGEMENT:

Your Companyâs Directors wish to express their grateful appreciation for co-operation and support received from customers, financial institutions, Banks, regulatory authorities, customers, vendors and members and the society at large.

Deep sense of appreciation is also recorded for the dedicated efforts and contribution of the employees at all levels, as without their focus, commitment and hard work, the Companyâs consistent growth would not have been possible, despite the challenging environment.

For and on behalf of the Board

Ujwal Rambilas Lahoti Umesh Rambilas Lahoti

(Executive Chairman) (Managing Director)

(DIN 00360785) (DIN 00361216)

Place: Mumbai

Date: August 10, 2018

Mar 31, 2016

TO THE MEMBERS OF M/S. LAHOTI OVERSEAS LIMITED

The Directors take pleasure in presenting the Twenty First Annual Report along with Audited Financial Statements of your Company and its subsidiaries for the Financial Year ended 31st March, 2016.

Financial Highlights

The financial performance of the Company, for the year ended March 31, 2016 is summarized below:

(Rs. in Lakhs)

Particulars	Standalone For the Financial Year Ended		Consolidated For the Financial Year Ended
	31^st March,	31^st March,	31^st March,	31^st March,
	2016	2015	2016	2015
Gross Income	46,226.58	59,845.14	46,231.61	59,849.94
Gross Profit before, Depreciation and Tax	785.49	1304.52	790.37	1309.18
Less: Depreciation	356.30	265.51	356.30	265.51
Profit Before Tax	429.19	1039.01	434.07	1043.67
Provision for Tax		0.00		0.00
Current Tax	87.52	220.00	88.57	220.00
Deferred Tax	46.20	67.44	46.20	67.44
Profit after Tax before period items	295.47	751.56	299.30	756.22
Prior period adjustment	21.33	(11.57)	21.33	(11.57)
Add: Excess Provision Written Back	4.22	0.00	4.22	0.00
Balance b/f from previous year	6,955.49	6408.65	6,961.17	6410.56
Amount available for appropriation	7,276.51	7148.64	7,286.02	7155.21
Less: Proposed Dividend	116.69	116.69	116.69	116.69
Corporate Dividend Tax	23.33	23.33	23.33	23.33
Transferred to General Reserves	22.15	56.37	22.15	56.37
Add: Excess provision for Dividend	-
Balance carried to Balance Sheet	7,114.34	6952.25	7,123.85	6958.81

Results of Operations

During the year under review your Company has reported a standalone total income of Rs. 46,226.58 Lakhs as compared to Rs. 59,845.14 for the previous year. Further, the net profit for the current year has increased to Rs. 7,276.51 from Rs. 7,148.64 as compared to last year.

Dividend

During the year under review, your Directors had declared an interim dividend @ 20% (i.e. Rs. 0.40) per equity share on 2,91,17,500 Equity shares of Rs.2 each amounting to Rs.1,16,68,600.

During the year, the unclaimed dividend amount of Rs.1,02,714 pertaining to the dividend for the financial year ended 31^st March, 2008 were transferred to the Investor Education & Protection Fund after giving due notice to its Members.

Transfer to Reserves

The Company did not propose to transfer any amount to the General Reserve.

Nature of Business and Changes therein

The Company is engaged in the business of trading of Cotton textiles and to specialize in the export of quality Cotton Yarns and fabrics. Lahoti''s range today covers a wide variety of Cotton Yarns including carded & combed ring spun yams of coarse & fine counts, ply yarns, special yarns and grey fabrics.

The Company is also engaged in the business of setting up of Power projects and to generate, supply, distribute, transmit and transform electric or other sources of power.

During the year under review, there has been no change in the nature of business of the Company.

Management Discussion and Analysis Report

As per the provisions of the SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Annual Report.

Material changes and commitments affecting financial position between the end of the financial year and date of report

Subsidiary Companies

The Company as on March 31, 2016 have 2 (Two) Wholly Owned Subsidiaries, viz. Lahoti Spintex and Energy Limited and G. Varadan Limited.

During the year, the Board of Directors (''the Board'') reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which forms part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC^_1 is appended as Annexure 1 to the Board''s report. The statement also provides the details of performance and financial positions of each of the subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries will be available for inspection during business hours at the Registered office of the Company.

Deposit

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. As on April 1, 2015, no amounts were outstanding which were classified as ''Deposits'' under the applicable provisions of Companies Act, 1956 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

Particulars of Contracts or Arrangements with Related Parties

The Company has formulated a related party transactions policy and the same is displayed on the website of the company viz. http://lahotioverseas.in/PDFs/ policies/related-party-transactions-policy.pdf

Particulars of Loans, Guarantees and Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

However the Company was not required to pass special resolution as the Loans advanced and investments made in accordance with the said provisions has not exceeded the limits as specified in the provision.

Board of Directors

As per the requirements of Section 149, 152 of the Companies Act, 2013 (the Act) and such other applicable provisions of the Act and as per provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 which defines the composition of the Board, the Board of Directors of the Company have been constituted in compliance with the said Sections.

As on the date of this report, the Company''s Board consists of the following Independent Directors:

1. Mr. Prakash Ramchandra Bang

2. Mr. Vijay Dattatraya Ajgaonkar

3. Mr. Prem Sardarilal Malik

4. Ms. Meghna Panchal

The Directors mentioned at 1 to 3 have been acting as Independent Directors prior to commencement of the Companies Act, 2013 and have been appointed in compliance with Section 149 of the Companies Act, 2013, wherein their tenure of 5 years is effected from 1^st April, 2014 till 31^st March, 2019 through a formal letter of appointment.

However, Ms. Meghna Panchal was appointed as an Independent Director in the last AGM held on September 29, 2015 for a term of five years effective from 29^th September, 2015 to 28^th September, 2020.

1. Re-appointments

As per the provisions of the Companies Act 2013, Mr. Ujwal Lahoti (00360785) retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

2. Resignations and Appointments

Ms. Gayathri S Iyer, Company Secretary of the Company resigned w.e.f. November 28, 2015 and Ms. Mrunal S Vaidya was appointed as the Company Secretary and Compliance officer of the Company by the Board of Directors w.e.f February 12, 2016.

Committees of Board

The Board has 4 Committees: Audit Committee, Stakeholder''s Relationship Committee, Nomination and Remuneration Committee and the Corporate Social Responsibility Committee. A detailed note on the functions of the Board and Committee are provided in the Corporate Governance Report. The Composition of the Committees are as follows:

1. Audit Committee

The Audit Committee comprises of the following members:

Name of the Director	Designation in the Committee
Mr. Prakash Ramchandra Bang (Independent Director)	Chairman
Mr. Vijay Dattatraya Ajgaonkar (Independent Director)	Member
Mr. Prem S Malik (Independent Director)	Member
Ms. Mrunal S Vaidya (Company Secretary)	Secretary

Kindly refer to the section on Corporate Governance under the head, ''Audit Committee'' for matters relating to constitution, meetings and functions of the Committee.

2. Stakeholder''s Relationship Committee

Name of the Director	Designation in the Committee
Ms. Meghna Vijay Panchal (Non-Executive Director)	Chairperson
Mr. Umesh Lahoti (Managing Director)	Member
Mr. Ujwal Lahoti (Executive Director)	Member

Kindly refer to the section on Corporate Governance under the head, ''Stakeholders Relationship Committee'' for matters relating to constitution, meetings and functions of the Committee.

3. Nomination and Remuneration Committee

Name of the Director	Designation in the Committee
Mr. Vijay Dattatraya Ajgaonkar (Independent Director)	Chairman
Mr. Prakash Ramchandra Bang (Independent Director)	Member
Mr. Prem S Malik (Independent Director)	Member

Kindly refer section on Corporate Governance, under the head, ''Nomination & Remuneration Committee'' for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

4. Corporate Social Responsibility Committee

Name of the Director	Designation in the Committee
Mr. Ujwal Lahoti (Executive Director)	Chairman
Mr. Prakash Ramchandra Bang (Independent Director)	Member
Mr. Umesh Lahoti (Managing Director)	Member

Declaration by Independent Directors

Mr. Prakash Ramchandra Bang, Mr. Prem Malik, Mr. Vijay Ajgaonkar and Ms. Meghna Panchal are the Independent Directors on the Board of the Company. The Company has received the declaration from all the Independent Directors confirming that they meet the criteria as set out in the provisions of Section 149(6) of the Companies Act, 2013 and the relevant provisions of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

Companies Policy on Director''s Appointment and Remuneration

In Compliance with Section 178 of the Companies Act, 2013 and the relevant provisions of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board constituted the Nomination and Remuneration Committee comprising of Three (3) Nonexecutive Independent Directors of the Company and further the Board in consultation with the Nomination and Remuneration Committee formulated the Nomination and Remuneration Policy.

The Criteria set out identification of the Board members are given hereunder:

The Nomination and Remuneration Policy has been posted on the website of the Company http://lahotioverseas.in/PDFs/policies/nomination-and-remuneration-committee-policy.pdf

Annual Evaluation of the Board

As per the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015, the Board is required to conduct once in a year, the Annual Evaluation of the Board, on its own performance and of the Directors, individually as well as the evaluation of the working of the Committees of the Board.

The year here is considered as calendar year and for the calendar year 2016-17 evaluation will be conducted by December 2016.

The Board of Directors expressed their consent for the same.

Corporate Social Responsibility (CSR)

Your Company has constituted a CSR Committee comprising of Mr. Prakash R. Bang as Chairman and Mr. Ujwal R. Lahoti & Mr. Umesh R. Lahoti as its members. The Committee is responsible for formulating and monitoring the CSR policy of the Company.

CSR activities, as per the provisions of the Companies Act, 2013, may be undertaken by the Company through a registered trust or a registered society.

The CSR policy as adopted by the Company can be viewed on the website of the Company at: http://lahotioverseas.in/PDFs/policies/corporate-social-responsibility-policy.pdf. The Annual report on the CSR activities undertaken by the Company is appended to this report as Annexure -2.

Number of Meetings of the Board of Directors

The details of number of meetings of the Board during the financial year 2015-2016 forms part of the Corporate Governance Report.

Vigil Mechanism/Whistle Blower

As per the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 and the relevant provisions of SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015 the Company has adopted a Whistle Blower Policy to report genuine concerns or grievances and to deal with the instances of fraud and mismanagement. The Whistle Blower Policy has been posted on the website of the Company http:// lahotioverseas.in/PDFs/policies/whistle-blower-policy.pdf

During the year under review, there were no complaints/ concerns that arose.

Directors'' Responsibility Statement

(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 had 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.

Auditors and Auditors'' Report

In accordance with Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. P C Ghadiali and Co. LLP, Chartered Accountants, Mumbai (Registration No. 103132W) Statutory Auditors of the Company hold office upto the conclusion of the 22^nd Annual General Meeting of the Company. However, their appointment as Statutory Auditors of the Company is subject to ratification by the Members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

The notes on accounts referred to the Auditor''s Report are self - explanatory and there has been no qualification/ remark made there under and therefore the same does not call for any further comments/explanation from the Directors.

Secretarial Auditor

Your Company has appointed M/s. Kothari H. & Associates, a firm of Practicing Company Secretaries as a Secretarial Auditor of the Company, according to the provision of Section 204 of the Companies, Act 2013 for conducing secretarial audit of Company for the financial year 2015 - 16.

The report in respect of the Secretarial Audit carried out by M/s. Kothari H. & associates Company Secretaries in Form MR-3 for the FY 2015-16 forms part to this report as Annexure 3. The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Equity Shares with Differential Rights.

The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2015-2016.

Listing

At present the Company''s Equity Shares are listed at BSE Limited and the Company has paid Listing Fees to the above Stock Exchanges for the year 2016-17.

Disclosure of Remuneration paid to Director and Key managerial personal

Significant and Material Orders

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

Internal Financial Control

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

Risk Management

Risk management is the identification, assessment, and prioritization of risks followed by coordinated and economical application of resources to minimize, monitor, and control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. Risk management''s objective is to assure uncertainty does not deflect the endeavor from the business goals.

The Company has laid down procedures to inform the members of the Board about the risk assessment and minimization procedures. A risk management committee consisting of senior executives of the Company periodically reviews these procedures to ensure that executives'' management controls risk through means of a properly defined framework. A senior independent director is associated with the committee. The Company has framed the risk assessment and minimization procedure which is periodically reviewed by the Board. The risk management policy is displayed on the website of the Company viz. http://lahotioverseas.in / PDFs/policies/risk-management-policy.pdf

Extracts of Annual Return

As per the provisions of Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format in Form MGT-9 is annexed to this Board''s Report as Annexure - 5.

Energy Conservation Measures, Technology Absorption and R & D Efforts and Foreign Exchange Earnings and Outgo

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy. The Company has installed energy conservative equipment''s like LED (Light Emitting Diode) lights instead of CFL (Compact Fluorescent Lamp).

The Company has maintained a technology friendly environment for its employees to work in. Your Company uses latest technology and equipment''s. However since the Company is not engaged in any manufacturing, the information in connection with technology absorption is NIL.

During the period under review the Company has earned Foreign Exchange of Rs. 43,102.60 Lakhs and incurred the Foreign Exchange outgo of Rs.518.77 Lakhs.

Report on Corporate Governance

The Report on Corporate Governance for the year under review together with the certificate from the Auditor of the Company regarding compliance of the conditions of Corporate Governance, as stipulated in the SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015 forms part of the Annual Report.

Acknowledgement

Your Directors wish to express their grateful appreciation for co-operation and support received from customers, financial institutions, Banks, regulatory authorities, customers, vendors and members and the society at large.

Deep sense of appreciation is also recorded for the dedicated efforts and contribution of the employees at all levels, as without their focus, commitment and hard work, the Company''s consistent growth would not have been possible, despite the challenging environment.

For and on behalf of the Board

Ujwal R. Lahoti Umesh R. Lahoti

(Executive Chairman) (Managing Director)

(DIN 00360785) (DIN 00361216)

Place: Mumbai

Date: 12^th August, 2016

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the Twentieth Annual Report along with Audited Financial Statements of your Company and its subsidiaries for the Financial Year ended 31st March, 2015.

Financial Highlights

The financial performance of the Company, for the year ended 31st March, 2015 is summarised below:

(Rs. in Lakhs)

Particulars Standalone

For the Financial Year Ended

31st March, 31st March, 2015 2014

Gross Income 59,845.14 72372.81

Gross Profit before, Depreciation and Tax 1304.52 2221.27

Less: Depreciation 265.51 396.36

Profit Before Tax 1039.01 1824.92

Provision for Tax 0.00 0.00

Current Tax 220.00 394.66

Deferred Tax 67.44~ 106.91

Profit after Tax before period items 751.56 1323.35

Prior period adjustment (11.57) 0.00

Add: Excess Provision written Back 0.00 0.00

Balance b/f from previous year 6408.65 5321.04

Amount available for appropriation 7148.64 6644.39

Less: Proposed Dividend 116.69 116.69

Corporate Dividend Tax 23.33 19.83

Transferred to General Reserves 56.37 99.25

Add: Excess provision for Dividend ----

Balance carried to Balance Sheet 6952.25 6408.64

(Rs. in Lakhs)

Particulars Consolidated

For the Financial Year Ended

31st March, 31st March, 2015 2014

Gross Income 59,849.94 72,377.36

Gross Profit before, Depreciation and Tax 1309.18 2225.73

Less: Depreciation 265.51 396.36

Profit Before Tax 1043.67 1829.37

Provision for Tax 0.00 0.00

Current Tax 220.00 395.62

Deferred Tax 67.44 106.91

Profit after Tax before period items 756.22 1326.86

Prior period adjustment (11 57) 0.00

Add: Excess Provision written Back 0.00 0.00

Balance b/f from previous year 6410.56 5322.96

Amount available for appropriation 7155.21 6648.96

Less: Proposed Dividend 116.69 116.69

Corporate Dividend Tax 23.33 19.83

Transferred to General Reserves 56.37 99.25

Add: Excess provision for Dividend

Balance carried to Balance Sheet 6958.81 6410.56

Results of Operations

During the year under review your Company has reported a total income of Rs. 59845.14 Lakhs out of which the sale realization has decreased by 21.4% at Rs.56,559.06 Lakhs when compared to previous years proceeds of Rs. 68,679 Lakhs from the textile division and a decrease of 9.6% at Rs. 411.23 Lakhs when compared to previous year proceeds of Rs. 450.77 Lakhs in the Power division. The Cotton textile Industry has had a general slow down due to unfavorable market conditions as a result of fall in market prices.

The market scenario of the Cotton textile Industry has been such that the unit price of Cotton Yarns have been under pressure which has shown a decline in price of 13.5% when compared to previous financial year and the demand in kgs has reduced by 4.33%. This year exports of cotton yarn from India to China has dropped by 23%.

(Source: Statistics of the World Market from Texprocil - The Cotton Textiles Export Promotion Council)

Further the non-operating income amounts to Rs. 1040.36 Lakhs which has increased by Rs. 708.82 Lakhs i.e by 213.79% as compared to the previous year due to Gain from Sale of One Wind Power Machine for Rs. 273.87 Lakhs and gain from foreign exchange.

Dividend

Your Directors are pleased to recommend a final dividend @ 20% (i.e. Rs. 0.40) per equity share on 2,91,71,500 Equity shares of Rs. 2 each amounting to Rs.1,16,68,600.

During the year, the unclaimed dividend amount of Rs.86,361 pertaining to the Interim dividend for the financial year ended 31st March, 2007 were transferred to the Investor Education & Protection Fund after giving due notice to its Members.

The Final Dividend, subject to approval of the Members will be paid within statutory period, to the Members whose name appear in the Register of Members as on the record date , i.e. 22nd September, 2015.

The Dividend payout for the year under review has been formulated in accordance with the shareholder's aspirations and the Company's policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

Transfer to Reserves

The Company proposes to transfer Rs. 56.37 Lakhs to the General Reserve. An amount of Rs. 543.59 Lakhs will be retained in the Surplus.

Nature of Business and Changes therein

The Company is engaged in the business of trading of Cotton textiles and to specialize in the export of quality Cotton Yarns and fabrics. Lahoti's range today covers a wide variety of Cotton Yarns including carded & combed ring spun yams of coarse & fine counts, ply yarns, special yarns and grey fabrics.

The Company is also engaged in the business of setting up of Power projects and to generate, supply, distribute, transmit and transform electric or other sources of power. During the year under review, there has been no change in the nature of business of the Company.

Management Discussion and Analysis Report

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Directors' Report.

Material changes and commitments affecting financial position between the end of the financial year and date of report

There have been no material changes or commitments, if any, affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of report.

Subsidiary Companies

The Company as on March 31, 2015 have 2 (Two) Wholly Owned Subsidiaries, viz. Lahoti Spintex and Energy Limited (Formerly known as Lahoti Spintex Limited, name changed with effect from 30th June, 2015) and G. Varadan Limited.

During the year, the Board of Directors ('the Board') reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure 1 to the Board's report. The statement also provides the details of performance, financial positions of each of the subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries will be available for inspection during business hours at the Registered office of the Company.

No Independent Director on the Board of the Company is required to be inducted on the Board of its subsidiaries as none of the subsidiary is a material non-listed subsidiary Company as defined under revised Clause 49 of the listing agreement. The Audit Committee of the Company reviews the financial statements of the unlisted subsidiary companies. The minutes of the Board meetings of unlisted subsidiary companies are regularly placed at the Board meetings of the Company.

Deposit

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. As on April 1, 2014, no amounts were outstanding which were classified as 'Deposits' under the applicable provisions of Companies Act, 1956 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

Particulars of Contracts or Arrangements with Related Parties

The Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 specifies the requirement for approval of the Board and/or the Members, as and when applicable in related party transactions in relation to contracts/arrangements.

During the year under review, the Company has not entered into related party transactions as per the provisions of Section 188 of the Companies Act, 2013. Thus disclosure in Form AOC-2 is not required. Further there are no materially significant related party transactions during the year under review made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.

The Company has formulated a related party transactions policy and the same is displayed on the website of the company viz.

http://www. lahotioverseas.in/PDF s/policies/related- partv-transactions-policv.pdf

Particulars of Loans, Guarantees and Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

However the Company was not required to pass special resolution as the Loans advanced and investments made in accordance with the said provisions has not exceeded the limits as specified in the provision.

Board of Directors

As per the requirements of Section 149, 152 of the Companies Act, 2013 (the Act) and such other applicable provisions of the Act and as per Clause 49 of the Listing agreement which defines the composition of the Board, the Board of Directors of the Company have been constituted in compliance with the said Sections.

Further at the time of appointment of an Independent Director, the Company issues a formal letter of appointment detailing their role and function in the Company, the format of the draft letter of appointment whereof is available on the website of the Company at: http://lahotioverseas.in/PDFS/terms-and-conditions-of- appointment-of-independent-directors.pdf

As on the date of this report, the Company's Board consists of the following Independent Directors:

1. Mr. Prakash Ramchandra Bang

2. Mr. Vijay Dattatraya Ajgaonkar

3. Mr. Prem Sardarilal Malik

The aforementioned Directors who have been acting as Independent Directors prior to commencement of the Companies Act, 2013 have been appointed in compliance with Section 149 of the Companies Act, 2013, wherein their tenure of 5 years is effected from 1st April, 2014 till 31st March, 2019 through a formal letter of appointment.

1. Appointments

The Board in consultation with the Nomination and Remuneration Committee have appointed Mrs. Meghna Vijay Panchal (07082835) as the Additional Director of the Company with effect from 13th February, 2015 to comply with the provisions of Section 149 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 of having one Woman Director on the Board.

Brief profile of Mrs. Meghna Vijay Panchal (07082835) together with other disclosures in terms of Clause 49 of the Listing Agreement, who shall be proposed to be appointed as Independent Director of the Company subject to the approval of the Members is annexed as a part of the Notice of the 20th Annual General Meeting.

2. Re-appointments

As per the provisions of the Companies Act 2013, Mr. Aadhitiya Ujwal Lahoti (DIN: 01501504) retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

Mr. Umesh Lahoti (00361216), who has been the Managing Director of the Company have been proposed for re-appointment for a term of 5 years as approved and recommended by the Board of Directors in consultation with Audit Committee and Nomination and Remuneration Committee of the Board in compliance with Section 196, 197 and 203 of the Companies Act, 2013 and as per Clause 49 of the Listing agreement.

Mr. Ujwal Lahoti (00360785), who has been the Executive Chairman/Executive Director of the Company have been proposed for re-appointment for a term of 5 years as approved and recommended by the Board of Directors in consultation with Audit Committee and Nomination and Remuneration Committee of the Board as per the provisions of Section 196 and 197 of the Companies Act, 2013 and as per Clause 49 of the Listing agreement.

The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company.

Accordingly, all the independent directors were appointed by the shareholders at the general meeting as required under Section 149(10). Further, according to Sub-section (11) of Section 149, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

None of the independent directors will retire at the ensuing Annual General Meeting.

3. Retirements and Resignations

Mr. Aadhitiya Ujwal Lahoti (DIN: 01501504) retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

There have been no other Directors who have retired or resigned the office of Directorship during the year under review.

Committees of Board

The Board has 4 Committees: Audit Committee, Stakeholder's Relationship Committee, Nomination and Remuneration Committee and the Corporate Social Responsibility Committee. A detailed note on the functions of the Board and Committee are provided in the Corporate Governance Report. The Composition of the Committees are as follows:

1. Audit Committee

The Audit Committee comprises of the following members:

Name of the Director Designation in the Committee

Mr. Prakash Ramchandra Bang Chairman (Independent Director)

Mr. Vijay Dattatraya Ajgaonkar (Independent Director) Member

Mr. Prem S Malik (Independent Director) Member

Ms. Gayathri S Iyer (Company Secretary) Secretary

Kindly refer to the section on Corporate Governance under the head, 'Audit Committee' for matters relating to constitution, meetings and functions of the Committee.

2. Stakeholder's Relationship Committee

Name of the Director Designation in the Committee

Mrs. Meghna Vijay Panchal (Non-Executive Director) Chairperson

Mr. Umesh Lahoti (Managing Director) Member

Mr. Ujwal Lahoti (Executive Director) Member

Kindly refer to the section on Corporate Governance under the head, 'Stakeholders Relationship Committee' for matters relating to constitution, meetings and functions of the Committee.

3. Nomination and Remuneration Committee

Name of the Director Designation in the Committee

Mr. Vijay Dattatraya Ajgaonkar Chairman (Independent Director)

Mr. Prakash Ramchandra Bang Member (Independent Director)

Mr. Prem S Malik Member (Independent Director)

Kindly refer section on Corporate Governance, under the head, 'Nomination & Remuneration Committee' for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

4. Corporate Social Responsibility Committee

Name of the Director Designation in the Committee

Mr. Prakash Ramchandra Bang Chairman (Independent Director)

Mr. Ujwal Lahoti Member (Executive Director)

Mr. Umesh Lahoti Member (Managing Director)

Declaration by Independent Directors

Mr. Prakash Ramchandra Bang, Mr. Prem Malik and Mr. Vijay Ajgaonkar are the Independent Directors on the Board of the Company. The Company has received the declaration from all the Independent Directors confirming that they meet the criteria as set out in the provisions of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Companies Policy on Director's Appointment and Remuneration

In Compliance with Section 178 of the Companies Act, 2013 and as per Clause 49 of the amended Listing Agreement being effective from 1st October, 2014, the Board constituted the Nomination and Remuneration Committee comprising of Three (3) Non-Executive Independent Directors of the Company and further the Board in consultation with the Nomination and Remuneration Committee formulated the Nomination and Remuneration Policy.

The Remuneration policy of the Company comprises inter alia the aims and objectives, principles of remuneration, guidelines for remuneration to Executive and Non-Executive Directors and Key Managerial Personnel and criteria for identification of the Board Members and appointment of Senior Management.

The Criteria set out identification of the Board members are given hereunder:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

The Nomination and Remuneration Policy has been posted on the website of the Company http://lahotiovers eas .in/PDF s/policies/nomination-and- remuneration-committee-policy.pdf

Annual Evaluation of the Board

As per the provisions of the Companies Act, 2013 and Clause 49 of the Listing agreement, the Board conducted the Annual Evaluation of the Board, on its own performance and of the Directors, individually as well as the evaluation of the working of the Committees of the Board.

A structured questionnaire was prepared after taking into consideration various aspects of Board's functioning, composition of Board and Committees, culture, execution and performance of specific duties, obligations and governance.

The Independent Directors at a separate meeting held for this purpose, carried out the evaluation of the Non- Independent Directors and the Chairman of the Company.

The Board of Directors expressed their satisfaction.

Corporate Social Responsibility (CSR)

As per the Companies Act, 2013, all Companies having net worth of Rs. 500 Crore or more, or turnover of Rs.1,000 Crore or more or a net profit of Rs. 5 Crore or more during any financial year will be required to constitute a CSR Committee of the Board of Directors comprising three or more directors, at least one of whom will be an Independent Director.

Aligning with the guidelines, the Board had constituted a CSR Committee comprising of Mr. Prakash R. Bang as Chairman and Mr. Ujwal R. Lahoti & Mr. Umesh R. Lahoti as its members. The Committee is responsible for formulating and monitoring the CSR policy of the Company.

CSR activities, as per the provisions of the Companies Act, 2013, may be undertaken by the Company through a registered trust or a registered society.

The CSR policy as adopted by the Company can be viewed on the website of the Company at: http://lahotioverseas.in/PDFs/policies/corporate-social- responsibilitv-policv.pdf. The Annual report on the CSR activities undertaken by the Company is appended to this report as Annexure -2.

Number of Meetings of the Board of Directors

The details of number of meetings of the Board during the financial year 2014-2015 forms part of the Corporate Governance Report.

Vigil Mechanism/Whistle Blower

As per the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 and as per Clause 49 of the Listing Agreement, the Company has adopted a Whistle Blower Policy to report genuine concerns or grievances and to deal with the instances of fraud and mismanagement. The Whistle Blower Policy has been posted on the website of the Company http://lahotioverseas.in/PDFs/policies/whistle-blower- policy.pdf

Directors' Responsibility Statement

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating management, your Directors make the following statement and confirm 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 had 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.

Auditors and Auditors' Report

In accordance with Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. P C Ghadiali and Co. LLP, Chartered Accountants, Mumbai (Registration No. 103132W) Statutory Auditors of the Company hold office upto the conclusion of the 22nd Annual General Meeting of the Company. However, their appointment as Statutory Auditors of the Company is subject to ratification by the Members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

The notes on accounts referred to the Auditor's Report are self - explanatory and there has been no qualification/ remark made thereunder and therefore the same does not call for any further comments/explanation from the Directors.

Secretarial Auditor

Your Company has appointed M/s. Kothari H. & Associates, a firm of Practicing Company Secretaries as a Secretarial Auditor of the Company, according to the provision of Section 204 of the Companies, Act 2013 for conducing secretarial audit of Company for the financial year 2014 - 15.

The report in respect of the Secretarial Audit carried out by M/s. Kothari H. & Associates, Practicing Company Secretaries in Form MR-3 for the FY 2014-15 forms part to this report as Annexure 3. The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Equity Shares with Differential Rights

The Company has not issued any equity shares with differential rights / sweat equity shares/ employee stock options or not made any provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2014-2015

The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2014-2015.

Listing

At present the Company's Equity Shares are listed at BSE Limited and the Company has paid Listing Fees to the above Stock Exchanges for the year 2015-16.

Disclosure of Remuneration paid to Director and Key managerial personal

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure 4 to the Board's report.

Significant and Material Orders

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

Internal Financial Control

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

Risk Management

Risk management is the identification, assessment, and prioritization of risks followed by coordinated and economical application of resources to minimize, monitor, and control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. Risk management's objective is to assure uncertainty does not deflect the endeavor from the business goals.

The Company has laid down procedures to inform the members of the Board about the risk assessment and minimization procedures. A risk management committee consisting of senior executives of the Company periodically reviews these procedures to ensure that executives' management controls risk through means of a properly defined framework. A senior independent director is associated with the committee. The Company has framed the risk assessment and minimization procedure which is periodically reviewed by the Board. The risk management policy is displayed on the website o f t h e C o m p a n y v i z . http://lahotioverseas.in/PDFs/policies/risk- management-policv.pdf

Extracts of Annual Return

As per the provisions of Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format in Form MGT-9 is annexed to this Board's Report as Annexure - 5.

Energy Conservation Measures, Technology Absorption and R & D Efforts and Foreign Exchange Earnings and Outgo

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy. The Company has installed energy conservative equipment's like LED (Light Emitting Diode) lights instead of CFL (Compact Fluorescent Lamp).

The Company has maintained a technology friendly environment for its employees to work in. Your Company uses latest technology and equipment's. However since the Company is not engaged in any manufacturing, the information in connection with technology absorption is NIL.

During the period under review the Company has earned Foreign Exchange of Rs. 55,399.12 Lakhs and incurred the Foreign Exchange outgo of Rs.481.87 Lakhs.

Report on Corporate Governance

The Report on Corporate Governance for the year under review together with the certificate from the Auditor of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

Acknowledgement

Your Directors wish to express their grateful appreciation for co-operation and support received from customers, financial institutions, Banks, regulatory authorities, customers, vendors and members and the society at large.

Deep sense of appreciation is also recorded for the dedicated efforts and contribution of the employees at all levels, as without their focus, commitment and hard work, the Company's consistent growth would not have been possible, despite the challenging environment.

For and on behalf of the Board

Sd/- Sd/- Ujwal R. Lahoti Umesh R. Lahot (Executive Chairman) (Managing Director) (DIN 00360785) (DIN 00361216)

Place: Mumbai Date: 12th August, 2015

Mar 31, 2014

Dear Members,

The Directors are pleased to present the Nineteenth Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March 2014.

Financial Highlights

The financial performance of the Company, for the year ended March 31,2014 is summarised below:

(Rs. in Lacs)

Particulars For the Financial Year Ended

31st March, 31st March, 2014 2013

Gross Income 72372.81 53732.68

Gross Profit before, Depreciation and Tax 2221.27 1809.58

Less: Depreciation 369.35 169.41

Profit Before Tax 1824.92 1640.17

Provision for Tax Current Tax 394.66 328.00

Deferred Tax 106.91 (30.95)

Profit after Tax before 1323.35 1343.12 period items

Prior period adjustment - -

Add: Excess Provision - -

written Back

Balance b/f from previous 5321.04 4214.28 year

Amount available for 6644.39 5557.40 appropriation

Less: Proposed Dividend 116.69 116.69

Corporate Dividend Tax 19.83 18.93

Transferred to General 99.25 100.73 Reserves

Add: Excess provision - - for Dividend

Balance carried to 6408.64 5321.04 Balance Sheet

Results of Operations

During the year, your Company has recorded a total income of Rs. 72372.81 Lacs against Rs. 53732.68 Lacs in the previous year, with the increase of 34.69% due to favorable government policies in Cotton yarn export and huge surge in China & other markets. Accordingly Net Profit before Taxation for the financial year ended March, 31, 2014 had also been increased to Rs. 1,824.92 Lacs from Rs. 1640.17 Lacs with the increase of 11.26% in the previous year. However, the Profit after Tax decreased from Rs. 1343.12 Lacs to Rs. 1323.35 Lacs a decrease of 1.47% due to provision of deferred tax liability of Rs. 106.91 Lacs on Solar Project.

Dividend

Your Directors have recommended a Dividend @ 20% (i.e. Rs. 0.40) per Equity Share on 2,91,17,500 Equity Shares of Rs. 2/- each absorbing an amount of Rs. 1,16,68,600. The dividend will be paid to those members whose name appears in the Register of Members as on September 29, 2014 subject to the approval by the members at the Annual General Meeting.

The dividend payout for the year under review has been formulated in accordance with shareholders'' aspirations and the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

Management Discussion and Analysis Report

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis of the financial condition and results of consolidated operations ofthe Company under review, is annexed and forms an integral part of the Directors'' Report.

Subsidiary Companies

The Company as of March 31,2014 had 2 (Two) Wholly Owned Subsidiaries, viz. Lahoti Spintex Limited and

G. Varadan Limited.

No Independent Director on the Board ofthe Company is required to be inducted on the Board of its subsidiaries as none of the subsidiary is a material non-listed subsidiary Company as defined under revised Clause 49 of the listing agreement. The Audit Committee of the Company reviews the financial statements of the unlisted subsidiary companies. The minutes of the Board meetings of unlisted subsidiary companies are regularly placed at the Board meetings of the Company.

Annual Accounts ofthe Subsidiary Companies

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956 (the Act), the Ministry of Corporate Affairs vide its General Circular No 2/2011 dated February 8,2011, has granted a general exemption subject to certain conditions to holding companies from complying with the provisions of Section 212 of the Act, which requires the attaching ofthe Balance Sheet, Profit & Loss Account and other documents of its subsidiary companies to its Balance Sheet.

Accordingly, the said documents are not being included in this Annual Report. The main financial summaries of the subsidiary companies are provided under the section ''Statement pursuant to Section 212 of the Companies Act, 1956 in the Annual Report. The Company will make available the said annual accounts and related detailed information of the subsidiary companies upon the request by any member of the Company or its subsidiary companies. These accounts will also be kept open for inspection by any member at the Registered Office ofthe Company and the Subsidiary Companies.

Further, pursuant to the provisions of Accounting Standard AS-21 and AS-27 prescribed under the Companies (Accounting Standards) Rules, 2006 and Listing Agreement as prescribed by the Securities and Exchange Board of India, the Consolidated Financial Statements presented by the Company form part of this Annual Report.

Fixed Deposit

Your Company has not accepted any fixed deposit from public during the year.

Directors

Section 149 ofthe Companies Act, 2013 (the Act) which defines the composition of the Board has been notified effective April 1, 2014 and provides that an independent director shall not hold office for more than two consecutive terms of five years each provided that the director is re-appointed by passing a special resolution on completion of first term of five consecutive years.

As per the explanation provided under Section 149 ofthe Act, any tenure of an independent Director on the date of commencement of this Section i.e.April 1,2014 shall not be counted as a term. The tenure of every independent director to compute the period of first five consecutive years would be reckoned afresh from April 1, 2014. In term of the aforesaid provisions, the independent Directors of the Company will be eligible to hold office for a consecutive period of five years as per applicable provisions ofthe Companies Act, 2013.

Section 152 of the Act, also notified effective April 1, 2014 provides that independent directors would need to be excluded from the total number of directors for the purpose of computing the number of directors whose period of office will be liable to determination by retirement of directors by rotation.

As on the date of this report, the Company''s Board consists ofthe following Independent Directors:

1. Mr. Prakash Ramchandra Bang

2. Mr. Vijay Dattatraya Ajgaonkar

3. Mr. Prem Sardarilal Malik

Brief profile of the proposed appointees together with other disclosures in terms of clause 49 of the Listing Agreement are part of the Annexure to the Notice of the 19th Annual General Meeting.

Corporate Social Responsibility (CSR)

As per the Companies Act, 2013, all Companies having net worth of Rs. 500 Crore or more, or turnover of Rs. 1,000 Crore or more or a net profit of Rs. 5 Crore or more during any financial year will be required to constitute a CSR Committee ofthe Board of Directors comprising three or more directors, at least one of whom will be an Independent Director.

Aligning with the guidelines, we have constituted a CSR Committee comprising of Mr. Prakash R. Bang as Chairman and Mr. Ujwal R. Lahoti & Mr. Umesh R. Lahoti as its members. The Committee is responsible for formulating and monitoring the CSR policy of the Company and the same will be deliberated and approved by the Board in the due course.

Directors'' Responsibility Statement

As stipulated under the provisions contained in Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm as under:

a. that in the preparation of the annual accounts, the applicable Accounting Standards read with the requirements set out under Schedule VI of the Companies Act, 1956 have been followed and there are no material departures from the same;

b. that 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 ofthe Company at the end ofthe financial year and of the profit of the Company for that period;

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; &

d. that the Directors had prepared the annual accounts ofthe Company on a ''going concern'' basis.

Consolidated Financial Statements

The Audited Consolidated Financial Statements based on the Financial Statements received from subsidiaries and associates, as approved by their respective board of directors have been prepared in accordance with the Accounting Standard (AS) - 21 on ''Consolidated Financial Statements'' issued by the Institute of Chartered Accountants of India (ICAI) read with the Companies (Accounting Standards) Rules, 2006, as applicable and Clause 32 of the Listing Agreement entered into with the Stock Exchanges in this regard.

Auditors and Auditors'' Report

M/s. P C Ghadiali and Co. LLP, Chartered Accountants, Mumbai (Registration No. 103132W) Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. A certificate to the effect that their appointment, if made, will be within the prescribed limits under Section 141 of the Companies Act, 2013, has been obtained from them. In accordance with Section 139(1) ofthe Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Board on the recommendation ofthe Audit Committee recommends the re-appointment of M/s. P C Ghadiali and Co. LLP as Statutory Auditor of the Company for the next Three (3) consecutive financial years i.e. 2014-15, 2015-16 and 2016-17 that subject to rectification by the shareholders at every Annual General Meeting.

Secretarial Auditor

As required under Section 204 of the Companies Act, 2013, the Board of Directors has in its meeting held on 26th May, 2014 appointed Mr. Hitesh Kothari, Partner, Kothari H. & Associates, Practicing Company Secretaries, Mumbai holding certificate of practice number 5502 issued by The Institute of Company Secretaries of India as Secretarial Auditor for the Financial year 2014-15.

Listing

At present the Company''s Equity Shares are listed at BSE Limited and Madhya Pradesh Stock Exchange Limited (MPSE) and the Company has paid Listing Fees to the above Stock Exchanges for the year 2014-15.

Particulars of Employees

No Employee of the Company draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Energy Conservation Measures, Technology Absorption and R & D Efforts and Foreign Exchange Earnings and Outgo

Your Company is a Trading Company and hence the particulars required to be furnished under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption and R & D efforts are not applicable to the Company.

During the period under review the Company has earned Foreign Exchange of Rs. 68,582.59 Lacs and incurred the Foreign Exchange outgo of Rs. 915.34 Lacs.

Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

Report on Corporate Governance and Management Discussion and Analysis

The Report on Corporate Governance and Management Discussion and Analysis for the year under review together with the certificate from the Auditor of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

Acknowledgement

Your Directors wish to express their grateful appreciation for co-operation and support received from customers, financial institutions, Banks, regulatory authorities, customers, vendors and members and the society at large.

Deep sense of appreciation is also recorded for the dedicated efforts and contribution of the employees at all levels, as without their focus, commitment and hard work, the Company''s consistent growth would not have been possible, despite the challenging environment.

For and on behalf of the Board of Directors

Ujwal R. Lahoti Umesh R. Lahoti (Executive Chairman) (Managing Director) (DIN 00360785) (DIN 00361216)

Place: Mumbai Date: May 26, 2014

Mar 31, 2013

Dear Fellow Shareowners,

The Directors are pleased to present the Eighteenth Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March 2013.

Financial Highlights

The financial performance of the Company, for the year ended March 31, 2013 is summarised below:

(Rs.in Lacs) Particulars For the Financial Year Ended 31st March, 31st March, 2013 2012

Gross Income 53732.68 23525.26

Gross Profit before, 1809.58 1144.03

Depreciation and Tax

Less: Depreciation 169.41 197.39

Profit Before Tax 1640.17 946.64

Provision for Tax

Current Tax 328.00 261.50

Deferred Tax (30.95) (11.64)

Profit after Tax before 1343.12 696.78 period items

Prior period adjustment

Add: Excess Provision 38.80 written Back

Balance b/f from 4214.28 666.57 previous year

Amount available for 5557.40 4402.15 appropriation

Less: Proposed 116.69 116.69

Dividend

Corporate Dividend Tax 18.93 18.93

Transferred to General 100.73 52.26

Reserves

Add: Excess provision for Dividend

Balance carried to 5321.04 4214.28

Balance Sheet Results of Operations

During the year, your Company has recorded a total income of Rs. 53,732.68 Lac, against Rs. 23,525.26 Lacs in the previous year, with the increase of 128.40% due to favorable government policies in Cotton yarn export and huge surge in China Market. Accordingly Net Profit before Taxation for the financial year ended March, 31, 2013 had also been increased to Rs. 1,640.17 Lacs from Rs. 946.64 Lacs with the increase of 73.26% in the previous year. However, the Profit after Tax increased from Rs. 696.78 Lacs to Rs. 1343.12 Lacs an increase of 92.76%.

Dividend

Your Directors have recommended a Dividend @ 20% (i.e. Rs. 0.40) per Equity Share on 2,91,17,500 Equity Shares ofRs. 2/-each absorbing an amount ofRs. 1,16,68,600. The dividend will be paid to those members whose name appears in the Register of Members as on September 27, 2013 subject to the approval by the members at the Annual General Meeting.

The dividend payout for the year under review has been formulated in accordance with shareholders'' aspirations and the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

Management Discussion and Analysis Report

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Directors'' Report.

Subsidiary Companies

The Company as of March 31, 2013 had two subsidiaries, viz Lahoti Spintex Limited and G. Varadan Limited as wholly owned subsidiaries of Lahoti Overseas Limited.

No Independent Director on the Board of the Company is required to be inducted on the Board of its subsidiaries as none of the subsidiary is a material non-listed subsidiary Company as defined under revised Clause 49 of the listing agreement. The Audit Committee of the Company reviews the financial statements of the unlisted subsidiary companies. The minutes of the Board meetings of unlisted subsidiary companies are regularly placed at the Board meetings of the Company.

Annual Accounts of the Subsidiary Companies

In terms of the general exemption granted by the Ministry of Corporate Affairs vide General Circular No.2/2011 dated February 8, 2011 under Section 212 (8) of the Companies Act, 1956, copies of the Balance Sheet, Statement of Profit and Loss, Cash flow Statement, Report of the Board of Directors and Auditors thereon, of the Subsidiary Companies are not being attached to the Balance Sheet of the Company. The financial information of the subsidiary companies as required to be disclosed by the Company are provided under the heading ''Statement pursuant to Section 212 of the Companies Act, 1956, relating to Company''s interest in subsidiary companies, which forms a part of the Annual Report.

The Company will make available copies of Annual Accounts of the subsidiary companies and the related detailed information to the shareholders of the Company seeking the same.

The Annual Accounts of the subsidiary Companies will also be available for inspection by shareholders at the Registered Office the Company and that of the respective subsidiary companies.

Further, pursuant to the provisions of Accounting Standard AS-21 and AS-27 prescribed under the Companies (Accounting Standards) Rules, 2006 and Listing Agreement as prescribed by the Securities and Exchange Board of India, the Consolidated Financial Statements presented by the Company form part of this Annual Report.

Fixed Deposit

Your Company has not accepted any fixed deposit from public during the year.

Directors

In accordance with Section 255 and 256 of the Companies Act, 1956 read with the Articles of

Association of the Company, Mr. Pradeep R. Rathi, Non-Executive Independent Director, and Mr. Aadhitiya U. Lahoti, Jt. Executive Director retire by rotation and are being eligible offer themselves for re- appointment at the ensuing Annual General Meeting.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 274(1 )(g) of the Companies Act, 1956.

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 that:

a. in the preparation of the annual accounts for the year ended March 31, 2013, the applicable Accounting Standards read with the requirements set out under Schedule VI of the Companies Act, 1956 have been followed and there are no material departures from the same, if any;

b. 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 as at March 31, 2013 and of the Profit of the Company for the year ended on that date;

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 had prepared the annual accounts of the Company on a ''going concern'' basis.

Consolidated Financial Statements

The Audited Consolidated Financial Statements based on the Financial Statements received from subsidiaries and associates, as approved by their respective board of directors have been prepared in accordance with the Accounting Standard (AS) - 21 on ''Consolidated Financial Statements'' issued by the Institute of Chartered Accountants of India (ICAI) read with the Companies (Accounting Standards) Rules, 2006, as applicable.

Auditors And Auditors'' Report

M/s. P. C. Ghadiali & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s. P. C. Ghadiali & Co., Chartered Accountants, to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the Companies Act 1956.

The observations made in the Auditors report read together with the relevant notes thereon, are self explanatory and hence do not call for any comments under Section 217 of the Companies Act,1956.

Listing

At present the Company''s Equity Shares are listed at BSE Limited and Madhya Pradesh Stock Exchange Limited (MPSE) and the Company has paid Listing Fees to the above Stock Exchanges for the year 2013-14.

Particulars of Employees

No Employee of the Company draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Energy Conservation Measures, Technology Absorption and R&D Efforts and Foreign Exchange Earnings and Outgo

Your Company is a Trading Company and hence the particulars required to be furnished under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption and R&D efforts are not applicable to the Company.

During the period under review the Company has earned Foreign Exchange ofRs. 49,419.14 Lacs and incurred the Foreign Exchange outgo of Rs. 253.88 Lacs.

Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, forms the part of Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is annexed to this Report.

Acknowledgement

Your Directors would like to express their appreciation for assistance and co-operation received from Financial Institutions, Banks, Government authorities, Customers, Vendors and members during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, officers and staff of the Company during the year.

For and on behalf of the Board of Directors

Umesh R. Lahoti

Managing Director

Ujwal R. Lahoti

Executive Chairman

Place: Mumbai

Date: May 29, 2013

Mar 31, 2012

The Directors have pleasure in presenting the Seventeenth Annual Report together with the Audited statements of Accounts of the Company for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS:

The financial performance of the Company, for the year ended March 31, 2012 is summarised below:

(Rs. In Lacs) For the Financial Year Ended Particulars 31st March, 31st March, 2012 2011

Gross Income 23525.26 30995.69

Gross Profit before, 1144.03 1194.09 Depreciation and Tax

Less: Depreciation 197.39 204.05

Profit Before Tax 946.64 990.04 Provision for Tax

Current Tax 261.50 295.00

Deferred Tax (11.64) 64.21

Profit after Tax before 696.78 630.83

period items

Prior period adjustment Ã Ã

Add: Excess Provision 38.80 (0.61)

written Back

Balance b/f from 3666.57 3219.47

previous year

Amount available for 4402.15 3850.30

appropriation

Less: Proposed Dividend 116.69 117.53

Corporate Dividend Tax 18.93 19.52

Transferred to General 52.26 47.32

Reserves

Add: Excess provision Ã (0.61)

for Dividend

Balance carried to 4214.28 3666.55

Balance Sheet

1. RESULTS OF OPERATIONS

During the year, your Company has recorded a total income of ' 23,525.26 Lacs, against Rs. 30,696.01 Lacs in the previous year, with the decrease of 23.36% due to change in the government policies in Cotton export and recession in European countries. Accordingly Net Profit before Taxation for the financial year ended March, 31, 2012 had also been decreased to Rs. 946.64 Lacs from Rs. 990.03 Lacs which is decreased of 22.28% in the previous year. However, the Profit After Tax increased from Rs. 630.93 Lacs to Rs. 696.78 Lacs an increase of 10.45%.

2. DIVIDEND

Your Directors have recommended a Dividend @20% (i.e. Rs. 0.40) per Equity Share on 2,91,17,500 Equity Shares of Rs. 2/- each absorbing an amount of Rs. 1,16,68,600. The dividend will be paid to those members whose name appears in the Register of Members as on September 28, 2012; subject to the approval by the members at the Annual General Meeting.

3. FORFEITURE OF PARTLY PAID-UP SHARES

During the year, your Company has forfeited 2,11,000 partly paid-up equity shares on account of non-payment of Call money of Rs. 1.45 per share after completion of necessary formalities in accordance with Article of Association of the Company. The said forfeiture of Equity Shares was approved by the BSE Limited vide their letter dated 26th April, 2012.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the DirectorsRs. Report.

5. SUBSIDIARY COMPANIES

The Company as of March 31, 2012 had two subsidiaries, viz Lahoti Spintex Limited and G. Varadan Limited as

wholly owned subsidiaries of Lahoti Overseas Limited. No Independent Director on the Board of the Company is required to be inducted on the Board of its subsidiaries as none of the subsidiary is a material non-listed subsidiary Company as defined under revised Clause 49 of the listing agreement. The Audit Committee of the Company reviews the financial statements of the unlisted subsidiary companies. The minutes of the Board meetings of unlisted subsidiary companies are regularly placed at the Board meetings of the Company.

6. ANNUAL ACCOUNTS OF THE SUBSIDIARY COMPANIES

Ministry of Corporate Affairs (MCA), Govt. of India has, vide circular No.5/12/2007-CL-III dated February

08, 2011, issued general exemption under Section 212(8) of the Companies Act, 1956 to the Companies fulfilling the conditions contained in the above circular from complying with the provisions of sub-section (1) of Section 212 of the Companies Act, 1956 which requires holding companies to attach annual accounts and other documents of subsidiary companies to its Balance Sheet. Accordingly, the Company has not attached the annual accounts and other documents of its subsidiaries to this Annual Report. Summarized financial information of each subsidiary has been included in the disclosures to Consolidated Financial Statements of the Company. Annual Accounts of each of CompanyRs.s subsidiary companies and the related detailed information will be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. Interested shareholders may write to Board Department of the Company in this regard.

The Annual Accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

7. FIXED DEPOSIT

Your Company has not accepted any fixed deposit from public. As such, no amount of principal or interest is outstanding as of the Balance Sheet date.

8. DIRECTORS

Pursuant to the Provisions of Section 260 of the Companies Act, 1956, the Articles of Association of the Company and other applicable provisions, in order to strengthen the Board, the Company appointed Mr. Prem Sardarilal Malik as the Additional Directors with effect from 28th March, 2012 and pursuant to the Clause 49 of the Listing Agreement with the Stock Exchanges they are the Non-Executive Independent Directors.

Pursuant to Section 260 of the Companies Act, 1956, Mr. Prem Sardarilal Malik hold office as Director upto the date of the ensuing Annual General Meeting but are eligible to be appointed as Directors. Approval of Members for their re-appointment is being sought at the ensuing Annual General Meeting.

Brief Resume of Mr. Prem Sardarilal Malik, nature of their expertise in specific functional area and the names of companies in which he hold directorship and/or membership/chairmanship of committees of the Board, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, are annexed and form part of this Report.

(Annexure 1)

In accordance with Section 255 and 256 of the Companies Act, 1956 read with the Articles of Association of the Company, Mr. Vijay D. Ajgaonkar and Mr. Prakash R. Bang, Non-Executive Independent Director, retire by rotation and are being eligible offer themselves for re- appointment at the ensuing Annual General Meeting.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 274(1)(g) of the Companies Act, 1956.

9. DIRECTORSRs. RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to DirectorsRs. Responsibility Statement, it is hereby confirmed that:

a. in the preparation of the annual accounts for the year ended March 31 2012, the applicable Accounting Standards read with the requirements set out under Schedule VI of the Companies Act, 1956 have been followed and there are no material departures from the same, if any;

b. 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 as at March 31, 2012 and of the Profit of the Company for the year ended on that date;

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; and

d. the Directors had prepared the annual accounts of the Company on a Ãgoing concernRs. basis.

10. AUDITORS AND AUDITORSRs. REPORT

M/s. P. C. Ghadiali & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s. P. C. Ghadiali & Co., Chartered Accountants, to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the Companies Act 1956.

The observations made in the Auditors report read together with the relevant notes thereon, are self explanatory and hence do not call for any comments under Section 217 of the Companies Act,1956.

11. LISTING

At present the CompanyRs.s Equity Shares are listed at BSE Limited and Madhya Pradesh Stock Exchange Limited (MPSE) and the Company has paid Listing Fees to the above Stock Exchanges for the year 2012-13.

12. PARTICULARS OF EMPLOYEES

No Employee of the Company draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

13. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is a Trading Company and hence the particulars required to be furnished under Section 217(1)

(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption and R & D efforts are not applicable to the Company.

During the period under review the Company has earned Foreign Exchange of Rs. 21,673.86 Lacs and incurred the Foreign Exchange outgo of Rs. 156.40 Lacs.

14. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, forms the part of Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

15. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from financial institutions, Banks, Government authorities, customers, vendors and members during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, officers and staff of the Company during the year.

For and on behalf of the Board of Directors

Ujwal R. Lahoti

Chairman

Umesh R. Lahoti

Managing Director

Place: Mumbai Date: May 29, 2012

Mar 31, 2010

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

Financial Results:

The performance of the Company for the financial year ended March 31, 2010 is summarised below:

(Rs. In Lakhs)

Particulars Financial Financial

year ended year ended

31-03-2010 31-03-2009

Sales & Other Income 26609.77 15216.83

Gross Profit 900.60 257.47

Less: Depreciation 90.95 133.26

Profit before Tax 809.65 124.21

Provision for Tax

Current Tax 138.33 50.17

Deferred Tax 97.59 (24.49)

Fringe Benefit Tax - 2.35

Profit after Tax 573.73 96.17

Prior period and other 49.04 (13.91)

adjustment

Add: Excess provision written (0.31) (0.37)

back

Balance b/f from previous year 2780.63 2766.75

Amount available for 3403.40 2849.02

appropriation

Less: Proposed Dividend 117.53 58.77

: Corporate Dividend Tax 19.97 9.99

: Transferred to General 46.71 -

Reserves

Add: Excess provision for (0.31) (0.37)

Dividend

Balance carried to Balance 3219.49 2780.63

Sheet

1. Financial Performance:

During the year, your Company has recorded a total income of Rs. 26,609.77 Lakhs, against Rs. 15,216.83 Lakhs in the previous year, increase of 74.87%. Net Profit Before Taxation for the financial year ended March, 31, 2010 increased to Rs. 809.65 Lakhs from Rs. 124.21, which is increased of 551.84% in the previous year.

2. Dividend:

Your Board of Directors proposed the Final Dividend @ 20% (i.e. Rs. 0.40) per share on 2,93,82,500 Equity Shares of Rs. 2 each absorbing an amount of Rs. 1,17,53,000. The dividend will be paid to those members whose name appears in the register of members as on 29th September, 2010 subject to the approval by the members at the Annual General Meeting.

3. Exports

In light of the favourable condition in some of the big markets, the Company achieved a better export performance due to consistent & timely supply of quality goods. Looking at the new trend emerging in the markets, your company focused on the value added and specialized items for export from the textile industry.

4. Management Discussion and Analysis:

The Management Discussion and analysis report for the year under review, as stipulated under clause 49 of the listing agreement with the stock exchanges in India, is presented in a separate section which forms, part of the annual report.

5. Subsidiary /Associate Companies :

The Company as of March 31, 2010 had two subsidiaries, viz Lahoti Spintex Limited and G.Varadan Limited as wholly owned subsidiaries of Lahoti Overseas Limited. And in addition to these Lahoti Terra Knitfab Limited is the associate company as on 31.03.2010.

As per the provisions of Section 212 of the Companies Act, 1956, the audited statements of accounts of the Subsidiary Companies are annexed to the Annual Report of the Company.

6. Fixed Deposit

Your Company has not accepted any fixed deposit from public. As such, no amount of principal or interest is outstanding as of the Balance Sheet date.

7. Directors:

At the ensuing Annual General Meeting Mr. Aadhitiya U. Lahoti & Mr. Prakash Bang are liable to retire by rotation and is being eligible for re-appointment.

Mr. Vijay Ajgaonkar be and is hereby appointed as a Director of the company, who was appointed as an Additional Director with effect from 11th May, 2010.

8. Directors Responsibility Statement:

Pursuant to the requirements under section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the Accounts for the financial year ended March 31 2010, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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 as at March 31, 2010 and of the Profit 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 the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the Directors had prepared the accounts for the financial year ended March 31, 2010 on a going concern basis.

9. Consolidated Financial Statements

The Audited Consolidated Financial Statements, based on the financial statements received from subsidiaries and associates, as approved by their respective Board of Directors and Managing committee, have been prepared in accordance with Accounting Standard-21 (AS-21) on consolidated Financial Statements read with Accounting Standard-23 (AS- 23) on the Accounting for investments in associates.

10. Auditors

M/s. P. C. Ghadiali & Co., Chartered Accountants as Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The company has received letter from M/s. P. C. Ghadiali & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act 1956.

The observations made in the Auditors report read together with the relevant notes thereon, are self explanatory and hence do not call for any comments under section 217 of the Companies Act, 1956.

11. Listing

At present the Companys Equity Shares are listed at Bombay Stock Exchange, Mumbai and the Company has paid Listing Fees to the Above Exchange for the year 2010-11.

12. Particulars of Employees:

No employee of the company draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

13. Energy Conservation Measures, Technology Absorption and R&D Efforts and Foreign Exchange Earnings and Outgo:

Your Company is a Trading Company and hence the particulars required to be furnished under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption and R&D efforts are not applicable to the company.

During the period under review the company has earned Foreign Exchange of Rs. 20576.84 Lakhs and incurred the Foreign Exchange outgo of Rs. 128.95 Lakhs.

14. Corporate Governance:

The Company has adopted the Corporate Governance Policies and Code of Conduct, which has set out the

systems, processes and policies conforming to International Standards. The report on Corporate Governance, as stipulated under clause 49 of the listing agreement with the Stock Exchanges, forms the part of Annual Report. A Certificate from M/s. P. C. Ghadiali & Co., Chartered Accountants, confirming compliance with conditions of Corporate Governance as stipulated under the aforesaid clause 49, is annexed to this report.

15. Acknowledgement:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the company during the year.

For and on behalf of the Board of Directors

Umesh R. Lahoti Ujwal R. Lahoti

(Managing Director) (Executive Director)

Place: Mumbai Date: 13/08/2010

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