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Directors Report of LWS Knitwear Ltd.

Mar 31, 2014

The Members,

The Directors of your company have pleasure in presenting the 25th Annual Report together with Audited Accounts of the company for the year ended 31st March 2014.

Financial Results

The financial results of the company are as under

Particulars (Rs in Lac) 2013-14 2012-13

Sales 1372.09 1183.23

Other income 11.03 0.00

Profit before Interest and Depreciation 5.54 4.99

Interest 0.21 0.00

Depreciation 2.27 2.24

Profit after Interest and Depreciation 3.06 2.75

Tax Expense 1.51 1.53

Profit after Tax 1.55 1.22

Transfer to Reserve and Surplus 1.55 1.22

Review of Operations

During the period under report, your company has achieved Sales and Other income of Rs. 1383.12 Lac as compared to Rs. 1183.23 Lac during the previous year with net profit of Rs. 1.55 Lac as compared to Profit of Rs. 1.22 Lac in the previous year.

Material Changes

There are no material changes between the date of balance sheet and that of the date of report.

Dividend

Your directors do not recommend any dividend this year also.

Equity Capital

The Company has only one type of equity share capital.

Holding /Subsidiary

There is no holding and subsidiary company.

Public Deposits

The company has not accepted any deposits during the year and there are no unclaimed or overdue deposits.

Conservation of Energy and Technology Absorption and Foreign Exchange

The information under section 217 (1) e of The Companies Act, 1956 is nil.

Personnel

None of the employee of the company is in receipt of remuneration for whole / part of the year exceeding the limit prescribed under section 217(2 A) of the Companies Act 1956. The company has continued to follow the policy of creating healthy environment and work culture resulting into harmonious inter- personnel relations. The relations with employees remained cordial throughout the year.

Directors

Sh. Daya Nand Sahu (DIN=02216670) and Sh. Varinder Kumar Dhamija (DIN=03500822 ) are non executive Directors of the Company. It is proposed to appoint both of them as Independent Directors of the Company from September 30, 2014 up to September 29, 2019." Board recommends their appointment. Sh.Girish Kapoor (DIN=01870917) retires by rotation and being eligible, offers himself for reappointment.

Listing

The securities of the company are listed at Stock Exchange at Bombay, Delhi, Ludhiana and Vadodra. The Company has paid the Listing fees for the financial year 2014-2015 to BSE Limited only.

Auditors

M/s. Rajesh K Sharma and Associates, Chartered Accountants, Ludhiana are statutory auditors of the company for the financial year 2013-14 and hold office up to the conclusion of ensuing Annual General Meeting. It is proposed to reappoint them for a period of three years as per the provisions of Chapter X of The Companies Act, 2013 to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of twenty eighth AGM of the Company to be held in the year 2017. They have given their consent to acts as Auditors of the Company and have further confirmed that their appointment would be in conformity of the provision of Section 139 of The Companies Act, 2013.The audit committee has also recommended their appointment.

The observation of the Auditors in their report read with relevant notes to accounts are self explanatory and therefore, do not require further explanation.

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:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review;

3. 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 ;

4. The Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

Corporate Governance

The Company has complied with the provisions of Clause 49 of listing agreement on Corporate Governance. The report on corporate governance and auditor''s certificate regarding compliance with corporate governance form part of the annual report.

Management Discussion and Analysis

Management Discussion and Analysis Report is attached herewith and it forms part of the Directors Report.

Acknowledgements

Your Directors are pleased to place on record their sincere thanks to the Banks for their co-operation and support to the company. Your directors also express their deep appreciation for the devoted and sincere services rendered by workers, staff and executive at all levels of the operations of the company during the year and we are confident that your company will continue to receive such co-operation from them in future also.

By Order of the Board For LWS Knitwear Limited

Sd/- Date: 30.05.2014 Girish Kapoor Place: Ludhiana (Managing Director) DIN-01870917


Mar 31, 2013

To The Members,

The Directors of your company have pleasure in presenting the 24th Annual Report together with Audited Accounts of the company for the year ended 31st March, 2013.

FINANCIAL RESULTS

The financial results of the company are as under

(Rs. In Lacs)

S. Particulars 2012-13 2011-12 No.

1. Turnover / Other Income 1183.23 1181.61

2. Profit before Taxation 2.75 0.94

3. Provision for Tax 1.53 0.89

4. Deffered Tax 0.00 3.58

5. Profit/(Loss) after Tax 122 (3.53)

6. JTransfer to Reserve/ Surplus 1.22 (3.53)

1. REVIEW OF OPERATIONS

Your Company achieved Sales and other income of Rs. 1183.23 Lacs as compared to Rs. 1181.61 Lacs during the previous year with a net profit of Rs. 1.22 Lacs as compared to Loss of Rs. 3.53 Lacs in the previous year.

2. DIVIDEND:

Your Directors do not recommend any dividend for this year.

3. PUBLIC DEPOSITS

The company has not accepted any deposits under sections 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975.

5. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The company is not engaged in any manufacturing activity and information under section 217 (1) e of The Companies Act, 1956 is nil.

6. PERSONNEL

None of the employee of the company is in receipt of remuneration for whole / part of the year exceeding the limit prescribed under section 217(2 A) of the Companies Act 1956. The relations with the employees/emained cordial throughout the year.

7. DIRECTORS

Sh. Daya Nand Sahu, Director retire by rotation at the forth coming Annual General Meeting and being eligible, offer himself for re- appointment.

8. LISTING

The securities of the company are listed at Mumbai, Delhi, Ludhiana and Vadodara Stock Exchanges. Trading in securities is suspended by the exchanges Ludhiana and Vadodara Stock Exchanges The Company has paid the listing fees for the financial year 2012-13 to Bombay and Delhi Stock Exchanges only.

9. AUDITOR''S

M/s Rajesh K. Sharma and Associates, Chartered Accountants, Ludhiana are proposed for re-appointment as Statutory Auditors of the company from the conclusion of this ensuing Annual General Meeting till the conclusion of the next Annual General Meeting. They have given their consent to acts as Auditors of the Company and have further confirmed that their appointment would be in conformity of the provision of section 224(IB) of the Companies Act,1956.The Board recommends their re-appointment for the approval of members in the ensuing Annual General Meeting.

The observation of the Auditors in their report read with relevant notes to accounts are self explanatory and therefore, do not require further explanation.

10. 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:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

2 The Directors have selected such accounting policies and applied them consistently and made judgement and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review ;

3 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 ;

4. The Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

11. FOREIGN EXCHANGE EARNINGS AND OUT GO

Your company has neither earned any foreign exchange nor incurred any expenditure of foreign exchange during the year under review.

12. CORPORATE GOVERNANCE

Pursuant to clause 49 of Listing Agreement with Stock Exchange(s), the Company has complied with the provisions of Clause 49 as per the schedule of implementation of Corporate Governance and Management Discussion and Analysis report on corporate governance and auditor''s certificate regarding compliance with corporate governance form part of the annual report.

13. ACKNOWLEDGEMENTS

Your directors are pleased to place on record their sincere thanks to the Banks for their co-operation and support to the company. Your directors also express their deep appreciation for the devoted and sincere services rendered by workers, staff and executives at all levels of the operations of the company during the year and we are confident that your company will continue to receive such co-operation from them in future also.

By order of the Board

For LWS KNITWEAR LTD.

Sd/-

Place: Ludhiana (Girish Kapoor)

Date: 30.05.2013 Managing Director


Mar 31, 2012

To The Members,

The Directors of your company have pleasure in presenting the 23th Annual Report together with Audited Accounts of the company for the year ended 31st March, 2012.

FINANCIAL RESULTS

The financial results of the company are as under:

(Rs. In Lacs)

2011-12 2010-11

TURNOVER/OTHER INCOME 1181.61 349.71

PROFIT BEFORETAXATION 0.94 5.99

PROVISION FORTAX 2.74 0.60

PROFTTAFTERTAX -1.80 5.39



1. REVIEW OF OPERATIONS

Your Company achieved Sales 8i Other income of Rs. 1181.61 Lacs as compared to Rs. 349.71 Lacs during the previous year with a net loss of Rs. 1.80 Lacs as compared to Profit of Rs. 5.39 Lacs in the previous year.

2. DIVIDEND

Your Directors do not recommend any dividend for this year.

3. PUBLIC DEPOSITS

The company has not accepted any deposits under sections 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975.

5. CONSERVATION OF ENERGY ANDTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information under section 217 (l)eof The Companies Act, 1956 is annexed.

6. PERSONNEL

None of the employee of the company is in receipt of remuneration for whole / part of the year exceeding the limit prescribed under section 217(2 A) of the Companies Act 1956. The relations with the employees remained cordial throughout the year.

7. DIRECTORS

Sh. Varinder Kumar Dhamija, Director retire by rotation at the forth coming Annual General Meeting and being eligible, offer himself for re- appointment.

8. LISTING

The securities of the company are listed at Mumbai, Delhi, Ludhiana and Vadodara Stock Exchanges. Trading in securities was suspended by all the exchanges. However, Bombay Stock Exchange has revoked the suspension in trading of securities on 22/08/2011. The Company has paid the listing fees for the financial year 2012-13 to Bombay and Delhi Stock Exchanges only.

9. AUDITORS

M/s. Rajesh K.Sharma and Associates, Chartered Accountants, Ludhiana are proposed for re-appointment as Statutory Auditors of the company from the conclusion of this ensuing Annual General Meeting till the conclusion of the next Annual General Meeting. They have given their consent to acts as Auditors of the Company and have further confirmed that their appointment would be in conformity of the provision of section 224(IB) of the Companies Act,1956.The Board recommends their re-appointment for the approval of members in the ensuing Annual General Meeting.

The observation of the Auditors in their report read with relevant notes to accounts are self explanatory and therefore, do not require further explanation.

10. 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:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgement and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review;

3. 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;

4. The Directors have prepared the accounts for the financial year ended 31st March, 2012 on a 'going concern basis.

11. FOREIGN EXCHANGE EARNINGS AND OUT GO

Your company has neither earned any foreign exchange nor incurred any expenditure of foreign exchange during the year under review.

12. CORPORATE GOVERNANCE

Pursuant to clause 49 of Listing Agreement with Stock Exchanged), the Company has complied with the provisions of Clause 49 as per the schedule of implementation of Corporate Governance and Management Discussion and Analysis report on corporate governance and auditors certificate regarding compliance with corporate governance form part of the annual report.

13. ACKNOWLEDGEMENTS

Your directors express their deep appreciation for the devoted and sincere services rendered by workers, staff and executives at all levels of the operations of the company during the year and we are confident that your company will continue to receive such co-operation from them in future also.



BY ORDER OF THE BOARD

FOR LWS KNITWEAR LTD.

Sd/

Place :LUDHIANA (GIRISH KAPOOR)

Date : 25-08-2012 Managing Director


Mar 31, 2010

The Directors feel pleasure in presenting their 21st Annual Report of the company along with Audited Statement of Accounts & Profit & Loss Accounts of the company for the year ended 31st March, 2010.

FINANCIAL RESULTS :

PARTICULARS 2009-10 2008-09

Sales 0.00 0.00

Profit before interest & Depreciation 51.48 892.27

Less Interest 0.00 0.00

Less Depreciation 2.20 3.65

Less Provision for Tax 1.50 0.24

Net Profit/(Loss) 47.78 888.38

FINANCIAL ANALYSIS AND SALES REVIEW

The company has not made any commercial activities and hence it has no sale and purchase during the FY 09-10. The company squared up the account with the PNB after paying all the installments during the FY 09-10. During the year under review, the company earned profit from LWS Knitwear, a partnership firm, in which the company is one of the partners and also earned income from redemption of bank guarantee from custom department, due to which it has shown a profit of Rs. 47.78 Lacs during the year under review.

SHARE CAPITAL

The Authorised Capital of the company is Rs 5,50,00,000/- divided into 5500000 shares of Rs. 10 each. The paid up capital of the Company as on 31.03.2010 was Rs.5,05,84,000/- divided into 5058400 Equity shares of Rs. 10/- each. During the year under review, the company received balance payments of Rs. 100.00 Lacs from the shareholders from whom Rs.5/- per shares were pending and also recovered the arrear amount of Rs. 129500/- from the shareholders.

DIRECTORS

During the year Sh. Daya Nand, the retiring Director, being eligible offered himself for reappointment.

We feel extremely sorry to say that one of our directors Sh. Sat Parkash Kapoor passed away during the previous year on 13.10.2009. We pray to the god for his peace of his soul.

Sh. Sushil Jain who had been appointed as additional director during the previous year is going to retire at the ensuing annual general and being eligible offer himself for reappointment.

AUDITORS

M/s. Rajesh K. Sharma & Associates, Chartered Accountants, Ludhiana are the present Statutory Auditors of the company. In terms of the provisions of Section 224 of the Companies act, 1956, they would retire at the forthcoming Annual General Meeting of the company. Being eligible, they have offered themselves for re-appointment. The Board of Directors have received a certificate from them to the effect that their re-appointment, if made, will be within the limits specified in Section 224 (IB) and (1C) of the Companies Act, 1956.

COMMENTS ON AUDITORS REPORT

The company along with all its associate concerns paid all the dues of the PNB during the FY 09-10 and got no due certificate from the bank. The bank had changed classification of the company from non performing assets to performing assets.

The company has accepted the deposits from the corporates only keeping in view the stipulations laid down by the bankers. Hence the section 5 8-A of the Companies Act 1956 for the acceptance of Deposits is not applicable to the company.

The company has issued a placement letter with the placement agencies for the appointment of the suitable Company Secretary. But however no replies have been received from the placement agencies.

PERSONNEL

Statement of employees pursuant to Section 217 (2 A) of the Companies Act, 1956 , read with Companies (Particulars of Employees) Rules, 1975 is Nil

DISCLOSURE OF PARTICULARS UNDER SECTION 217(IKE):

The information required under section 217(i)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 with respect to these matters is appended hereto and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. In the preparation of the annual accounts, the applicable accounting standards as specified by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures.

2. The Accounting Policies have been applied consistently and judgments and estimates that have been made for the preparation of the accounts are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of financial year and of the profit of the company for the year.

3. Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and taken steps to safeguard the assets of the company and for preventing & detecting fraud and other ir-regularities;

4. Final accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

The company is listed in Bombay Stock Exchange, Delhi Stock Exchange, Ludhiana Stock Exchange and Baroda Stock Exchange, but however due to non compliance of the provisions of the SEBI, the trading of the shares in all the stock exchanges had been stopped. A certificate from the auditors of the company regarding compliance of corporate governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report of the Corporate Governance.

ACKNOWLEDGEMENT

The Directors place on record with pleasure their sincere thanks to workers, staff members and executives who helped the organization by their continued co-operation and zealous efforts which is acknowledged by us as great impelling force for. the company to grow. Our thanks are also due to Bankers, Financial Institutions, Shareholders and other business constituents for their continued support.

FOR AND ON BEHALF OF THE BOARD

FOR LWS KNITWEAR LTD.

Place : LUDHIANA (GIRISH KAPOOR)

Date : 07.06.2010 MG. DIRECTOR


Mar 31, 2009

The Directors feel pleasure in presenting their 20m Annual Report of the company along with Audited Statement of Accounts & Profit & Loss Accounts of the company for the year ended 31st March, 2009.

FINANCIAL RESULTS :

PARTICULARS 2008-09 2007-08

Sales 0.00 84.71

Profit before interest & Depreciation 892.27 37.39

Less Interest 0.00 0.00

Less Depreciation 3.65 3.81

Less Provision for Tax 0.24 0.22

Net Profit/(Loss) 888.38 33.36

FINANCIAL ANALYSIS AND SALES REVIEW

The company has not made any commercial activities and hence it has no j?le and purchase during the FY 08-09. The company made agreement with the PNB during the FY 08-09 for the settlement of the dues and as per the .erms of the agreement, the company made the major part of the payments to the bank. During the year, the company write off the entire payable amount to the PNB except the two installments pending for payment during the FY 09-10. Due to written off the dues of the PNB, the company shown a profit of Rs. 888.38 in the anuual accounts.

The company is also a partner in a partnership concern from which it has also earned profit ofRs. 659.99 lacs.

SHARE CAPITAL

The Authorised Capital of the company is Rs 5,50,00,000/- divided into 5500000 shares of Rs.10 each. The paid up capital of the Company as on 31.03.2009 was Rs.3,05,84,000/- divided into 3058400 Equity shares of Rs. 10/- each and Rs. 1,00,00,000/- divided into 2000000 equity shares of Rs.5/- each. Calls in Arrear stands at Rs. 129500/- as at 31.03.2009 as against previous figure of Rs. 129500/-.

DIRECTORS

During the year Sh. Girish Kapoor, the retiring Director, being eligible offered himself for reappointment.

AUDITORS

M/s. Rajesh K. Sharma & Associates, Chartered Accountants, Ludhiana are the present Statutory Auditors of the company. In terms of the provisions of Section 224 of the Companies act, 1956, they would retire at the forthcoming Annual General Meeting of the company. Being eligible, they have offered themselves for re-appointment. The Board of Directors have received a certificate from them to the effect that their re-appointment, if made, will be within the limits specified in Section 224 (IB) and (1C) of the Companies Act, 1956.

COMMENTS ON AUDITORS REPORT

The associate concerns of the company namely LWS Exports Ltd. is dealing with Punjab National Bank. However its accounts had been classified as non performing assets (NPA) during the year 2001-02 by the PNB. LWS Knitwear made the entire dues to PNB and it is hopeful that during the next year, the firm will come out of the preview of the NPA.

The company has accepted the deposits from the corporates only keeping in view the stipulations laid down by the bankers. Hence the section 58-A of the Companies Act 1956 for the acceptance of Deposits is not applicable to the company.

The company has issued a placement letter with the placement agencies, for the appointment of the suitable Company Secretary. But however no replies luve been received from the placement agencies.

PERSONNEL

Statement of employees pursuant to Section 217 (2A) of the Companies Act, 1956 , read with Companies (Particulars of Employees) Rules, 1975 is Nil

DISCLOSURE OF PARTICULARS UNDER SECTION 217(I)(E) :

The information required under section 217(i)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 with respect to these matters is appended hereto and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. In the preparation of the annual accounts, the applicable accounting standards as specified by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures.

2. The Accounting Policies have been applied consistently and judgments and estimates that have been made for the preparation of the accounts are reasonable

and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of financial year and of the profit of the company for the year.

3. Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and taken steps to safeguard the assets of the company and for preventing & detecting fraud and other ir-regularities;

4. Final accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

The company is listed in Bombay Stock Exchange, Delhi Stock Exchange, Ludhiana Stock Exchange and Baroda Stock Exchange, but however due to non compliance of the provisions of the SEBI, the trading of the shares in all the stock exchanges had been stopped. A certificate from the auditors of the company regarding compliance of corporate governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report of the Corporate Governance. •

ACKNOWLEDGEMENT

The Directors place on record with pleasure their sincere thanks to workers, staff members and executives who helped the organization by their continued co-operation and zealous efforts which is acknowledged by us as great impelling force for the company to grow. Our thanks are also due to Bankers, Financial Institutions, Shareholders and other business constituents for their continued support.

FOR AND ON BEHALF OF THE BOARD FOR LWS KNITWEAR LTD.

Place : LUDHIANA (GIRISH KAPOOR) Date : 28.08.2009 MG. DIRECTOR

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