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Directors Report of Nitin Spinners Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present 23rd Annual Report on the business and operations of your Company and the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

The Financial results of the Company's operations for the year under review and those of the previous year are as follows: -

(Rs. in Lacs)

Particulars Current Year Previous Year

Revenue From Operations 61647.23 48834.02

Gross Profit Before Finance Cost, Depreciation & Exceptional item. 10430.65 9428.40

Finance Cost 2261.98 1746.35

Profit before Depreciation &

Exceptional items 8168.67 7682.05

Depreciation 2794.00 2486.58

Exceptional items - -

Profit before Taxation 5374.67 5195.47

Provision for

Taxation - Current - 262.36

(Net of MAT Credit)

- Deferred Tax 1278.73 1455.04

Net Profit after Tax 4095.94 3478.07

Balance brought

forward 4905.47 2185.75

Total balance available

for appropriation 9001.41 5663.82

Appropriations

- Proposed Dividend 458.34 343.75

- Tax on Dividend 93.31 58.42

- Transfer to General

Reserve 750.00 356.18

Balance Carried to

Balance Sheet 7699.76 4905.47

OPERATIONAL REVIEW

The company has recorded turnover of Rs. 616.47 Crores during the year against Rs. 488.34 Crores in previous year, an increase of 26.24%. The turnover of Knitted Fabric significantly increased by 70.45% from Rs. 70.15 Crores in the previous year to Rs. 119.57 Crores during the current year. Knitted Fabric turnover constitute 19.40% of the total turnover. The export turnover also reported double digit growth of 18.11% as it has grown from Rs. 332.05 Crores in the previous year to Rs. 392.18 Crores in the current year. The export turnover constitutes 63.62% of the total turnover.

The operating profit (EBIDTA) has increased from Rs. 94.28 Crores in previous year to Rs. 104.30 Crores in current year, registering an increase of 10.63% over previous year. Finally your Company has reported Net Profit (PAT) of Rs. 40.95 Crores against Rs 34.78 Crores in the previous year and out of the Net Profit of current year a sum of Rs 7.50 Crores has been transferred to General Reserves.

The year under review was a challenging year for Textiles Industry specially Cotton Textiles. Raw material Cotton prices fell sharply due to higher production and change in procurement policies of Chinese Government. Cotton Yarn prices were also reduced sharply as a result of slump in cotton prices, subdued demand from International markets, affecting turnover and profitability margins. Your Directors feel pleasure in informing that despite of the challenges, your Company has achieved highest ever turnover as well as profitability during the year under discussions as a result of increase in volumes due to expansion project, focus on niche and value added products and exploring new markets.

DIVIDEND

In view of the better overall performance, your Directors are pleased to recommend Dividend of 10.00% i.e. Re. 1.00 per Equity Shares on the fully paid-up Equity Shares of Rs. 10/- each for the financial year 2014-15, subject to approval of shareholders at the ensuing Annual General Meeting. The total outgo on this account including Dividend Tax shall be Rs. 551.65 Lacs.

EXPANSION PROJECT

The Company has successfully implemented expansion project for installation of 72480 Spindles and 19 Knitting Machines at cost of Rs. 281 Crores against envisaged project cost of Rs. 286 Crores and commercial production on expanded capacity commenced w.e.f. 09.02.2015 against projected date of31.03.2015. After implementation of this expansion project installed capacity of Company has increased to 150096 Spindles, 2936 Rotors and 49 Knitting Machines. The investments in the project are eligible for Interest subsidy and other benefits under TUF Scheme of Government of India and Rajasthan Investment Promotion Scheme, 2014. The production on expanded capacity is on full swing and your Company will get benefits of expansion for full year in the year 2015-16.

CORPORATE SOCIAL RESPONSIBILTY (CSR)

Your Company is committed to make a positive contribution to communities where it operates. Pursuant to Section 135 of the Companies Act, 2013, the Company has constituted CSR committee on 06.05.2014 and it comprises of Sh. R.L. Nolkha, Chairman & Managing Director, Sh. Dinesh Nolkha, Managing Director, Sh. Y.R. Shah, Independent Director and Smt. Aditi Mehta, Independent Director. In order to make positive contribution for woman empowerment your Company has identified Woman/ Girls Hostel Project at an estimated project cost of Rs. 300 Lacs at Bhilwara. This is long term project and to augment resources for the same, the Company could spend Rs. 23.64 Lacs on CSR Activities during the year against mandated expenditure of Rs. 49.33 Lacs. The shortfall in the expenditure during the current year shall be considered in the next year. The details of CSR activities in the prescribed format are enclosed as Annexure - I to this report.

DIRECTORS

Smt. Aditi Mehta and Dr. R. Chattopadhyay have been appointed Independent Directors for five years at the Annual General Meeting held on 11th September, 2014. The IDBI Bank Ltd. has withdrawn nomination of Sh. S.K. Chaturvedi from the Directorship of the Company and he ceased to be Director of the Company w.e.f. 10.11.2014.The board places on record its sincere appreciation for the valuable contribution made by Shri S.K.Chaturvedi during his tenure of directorship of the company. All the Independent Directors of the Company have given declaration that they are complying with the requirement of section 149(6) of the Companies Act, 2013.

Shri Nitin Nolakha, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Details of the Director seeking re-appointment are provided in the Corporate Governance Report forming part of this report.

AUDITORS

M/s R. S. Dani & Co., Chartered Accountants and Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re- appointment. Your Directors recommend for their re- appointment.

In pursuance of Section 148 of the Companies Act, 2013, your Directors have re-appointed M/s V. K. Goyal & Company, Cost Accountants, being eligible, to conduct Cost Audit of the Company for the Financial Year 2015-16.

The Board of Directors has re-appointed M/s V.M & Associates, Company Secretaries in Whole-Time Practice, being eligible, to conduct Secretarial Audit for the Financial Year 2015-16 under the provisions of section 204 of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT

The Board of Directors has appointed M/s V.M & Associates, Company Secretaries in Whole-Time Practice to conduct Secretarial Audit under the provisions of section 204 of the Companies Act, 2013. The Report of Secretarial Auditors is enclosed herewith. The report does not contain any qualification.

CORPORATE GOVERNANCE

The Company is committed to maintain the high standards of Corporate Governance. Your Directors adhere to the requirements set out in Companies Act, 2013 and the listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements. Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance and Management Discussions & Analysis have been incorporated in the Annual Report and forms an integral part of the Directors' Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section 3 (c) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards have been followed and wherever required, proper explanation relating to material departures have been given;

(ii) they 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 of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities,

(iv) they have prepared the Annual Accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

HUMAN RESOURCE DEVELOPMENT

Industrial relations continued to be cordial during the period under review. Your Company firmly believes that a dedicated work force constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development received focused attention. Your Directors wish to place on record their appreciation for the dedicated services rendered by the work force during the year under review.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Rule 8 (3) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure - II and forms integral part of this Report.

OTHER DISCLOSURES UNDER COMPANIES ACT, 2013

i) Number of Board Meetings :

The Board of Directors met four times in the year 2014-15. The details of the Board Meeting and the attendance of the Directors are provided in the Corporate Governance Report.

ii) Composition of Audit Committee :

The Board constituted the Audit Committee which comprises of Sh. Y. R. Shah, Chairman, Dr. R. Chattopadhyay and Smt. Aditi Mehta as members. All the recommendations of Audit Committee have been accepted by the Board. More details on the committee are given in the Corporate Governance Report.

iii) Related Party Transactions :

All the related party transactions are entered on arm's length basis and are in compliance with the applicable provisions of the Act and Listing Agreement. There is no materially significant related party transaction with Promoters, Directors or Key Management Personnel which may have potential conflict with the interest of the Company at large. During the year, the Company has not entered into any related party transactions under the section 188 of the Companies Act, 2013 and the particulars of contracts or arrangements with related parties are Nil and Form AOC-2 is enclosed as Annexure - III

iv) Loans Guarantees or Investments:

The Company has not given any Loan, Guarantee and also not made any Investments under the section 186 of the Companies Act, 2013.

v) Fixed Deposits :

The Company has not accepted or renewed any fixed deposits during the year under review and no fixed deposit is outstanding for payment at the year ended 31st March, 2015.

vi) Comments on Auditors' Reports :

There is no adverse remark or comments in the Statutory Auditors' & Secretarial Auditors'

Reports and therefore no comment are required in the Directors' Report.

vii) Vigil Mechanism/ Whistle Blower Policy :

In pursuance of section 177 (9) of the Companies Act, 2013 and the listing agreement, the Company has in place a Vigil Mechanism/ Whistle Blower Policy for Directors and employees to report genuine concern. More details pertaining to the same are given in the Corporate Governance Report.

viii) Nomination, Remuneration & Evaluation Policy :

In pursuant to provisions of section 178 of the Companies Act, 2013 and Listing Agreement, the Board of Directors approved Nomination, Remuneration & Evaluation Policy for appointment, remuneration & evaluation of the Directors, Key Management Personnel & Senior Management Personnel. The details of the Nomination and Remuneration committee, Nomination, Remuneration & Evaluation Policy and Annual Evaluation carried out by the Board of Directors are given in the Corporate Governance Report.

ix) Particulars of Employees & Analysis of Remuneration:

Particulars of employees and analysis of remuneration as required under section 197 (12) of the Companies Act, 2013 read with Rule

5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure - IV

x) Extract of Annual Return :

The details forming part of the extract of the Annual Return is enclosed as Annexure V

xi) Miscellaneous Disclosures :-

The Company does not have any subsidiary, joint venture & associate company. The Company has not employed any female and therefore the Disclosure under the Sexual Harassment of Woman at workplace (Prevention, Prohibition and Redressal) Act, 2013 are nil.

ACKNOWLEDGEMENTS

Directors wish to express their grateful appreciation for assistance and co-operation received from various Departments of Central & State Governments and Banks during the year under review. Your Directors also wish to place on record their appreciation for the committed services of all the associates, vendors of the Company.

For and on Behalf of the Board of Directors

Place : Bhilwara R. L. NOLKHA

Date : 04.05.2015 Chairman & Managing Director

(DIN - 00060746)


Mar 31, 2014

THE MEMBERS

The Directors are pleased to present 22nd Annual Report on the business and operations of your Company and the Audited Accounts for the year ended 31st March, 2014

FINANCIAL RESULTS

The Financial results of the Company''s operations for the year under review and those of the previous year are as follows: -

(Rs. in Lacs)

Particulars Current Year Previous Year

Revenue From Operations 48834.02 44605.36

Gross Profit Before Finance Cost, Depreciation & Exceptional item. 9428.40 8751.86

Finance Cost 1746.35 2730.58

Profit before Depreciation & Exceptional items 7682.05 6021.28

Depreciation 2486.58 2449.87

Exceptional items – 1473.83

Profit before Taxation 5195.47 2097.58

Provision for Taxation - Current 262.36 –

(Net of MAT Credit)

- Deferred Tax 1455.04 683.85

Net Profit after Tax 3478.07 1413.73

Balance brought forward 2185.75 772.02

Total balance available for appropriation 5663.82 2185.75

Appropriations :-

– Proposed Dividend 343.75 –

– Tax on Dividend 58.42 –

– Transfer to General Reserve 356.18 –

Balance Carried to Balance Sheet 4905.47 2185.75

OPERATIONAL REVIEW

This was a remarkable year for your Company as it has achieved highest ever turnover as well as profitability. During the year turnover has increased to Rs. 488.34 Crores from Rs. 446.05 Crores representing an increase of 9.48% over previous year. There is significant increase in the turnover of Knitted Fabric from Rs. 45.20 Crores in the previous year to Rs. 70.15 Crores during the

current year registering an increase of 55.20% over the previous year. The export turnover marginally decreased from Rs. 340.90 Crores in the previous year to Rs. 332.05 Crores in the current year. The export turnover constitutes 68% of the total turnover.

Stable cotton price, consistent demand of Cotton Yarn from Domestic as well as International markets and favorable foreign exchange rates resulted in increased operating profit (EBIDTA) from Rs 87.52 Crores in previous year to Rs. 94.28 Crores in current year registering an increase of 7.72% over previous year. Your Company has achieved Net Profit (PAT) of Rs. 34.78 Crores registering an increase of around 250% from Rs. 14.14 Crores in the previous year and Earning Per Share of Rs. 7.59 for current year against Rs. 3.08 in the previous year. The Board of Directors expect to repeat the same performance in the current Financial Year -2014-15.

DIVIDEND

In view of the better overall performance, your Directors are pleased to recommend the maiden Dividend of 7.50% i.e. Re. 0.75 per Equity Share on the fully paid-up Equity Shares of Rs. 10/- each for the financial year 2013-14, subject to approval of shareholders at the ensuing Annual General Meeting. The total outgo on this account including Dividend Tax shall be Rs. 402.17 Lacs.

CAPITAL EXPENDITURE

In view of the promising scenario for the textile industry, growing demand of the Company''s products in domestic as well as overseas market and to attain the economies of scale, your Company has undertaken major capacity expansion project involving capital expenditure of Rs. 286 Crores for installation of one unit of 18720 Spindles with matching capacity of Knitted Fabric and another unit as standalone Spinning Unit for installation of 53760 Spindles for production of cotton yarn at the existing location. The project is being financed through term loan of Rs. 200 Crores from banks and balance of Rs. 86 Crores from internal accruals. The Company has already achieved financial closure for term loan of Rs. 200 Crores. The project is under implementation as per schedule and commercial production is planned to commence by end of the current financial year 2014-15. After completion of expansion programme the total installed capacity of spindles will increase from 77616 to 150096 and knitting capacity from 31 machines to 49 machines. However, the installed capacity of Rotor Spinning shall remain same at 2936 Rotors. CORPORATE SOCIAL RESPONSIBILTY

Your Company is committed to making a positive contribution to communities where it operates. It invests in health and education programme to bring changes in the lives of weaker section of society. The initiative aim to help in creating healthy, inclusive and progressive nation. During the year, your Company has contributed for creation of infrastructure in school and health centre in the nearby rural areas. Further, it has also contributed to charitable institutions mainly involved in education and medical field for noble cause. The Company has also contributed for Cotton Research and Development Programme initiated by Confederation of India Textiles Industries.

DIRECTORS

Shri R. L. Nolkha, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Details of the Director seeking re-appointment are provided in the Corporate Governance Report forming part of this report.

AUDITORS

M/s R. S. Dani & Co., Chartered Accountants and Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for appointment. Your Directors recommend for their re-appointment.

In pursuance to Section 148 of the Companies Act, 2013, your Directors have re-appointed M/s V. K. Goyal & Company, Cost Accountants, being eligible, to conduct Cost Audit of the Company for the Financial Year 2014- 15.

FIXED DEPOSITS

Your Company has not accepted or renewed any fixed deposits during the year under review and no fixed deposit is outstanding for payment at the year ended 31st March, 2014.

CORPORATE GOVERNANCE

The Company is committed to maintain the high standards of Corporate Governance. Your Directors adhere to the requirements set out in the listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements. Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance and Management Discussions & Analysis have been incorporated in the Annual Report and forms an integral part of the Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards have been followed and wherever required, proper explanation relating to material departures have been given;

(ii) they 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 of the Company at the end of the financial year and of the profit or loss of the Company for the year ended on that date;

(iii) they 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 frauds and other irregularities, and

(iv) they have prepared the Annual Accounts on a going concern basis.

HUMAN RESOURCE DEVELOPMENT

Industrial relations continued to be cordial during the period under review. Your Company firmly believes that a dedicated work force constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development received focused attention. Your Directors wish to place on record their appreciation for the dedicated services rendered by the work force during the year under review.

STATEMENT OF PARTICULARS OF EMPLOYEES

A statement of particulars of Employees pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 (as amended) is enclosed and forms part of this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms integral part of this Report.

ACKNOWLEDGEMENTS

Directors wish to express their grateful appreciation for assistance and co-operation received from various Departments of Central & State Governments and Banks during the year under review. Your Directors also wish to place on record their appreciation for the committed services of all the employees of the Company.

For and on Behalf of the Board of Directors

Place : Bhilwara R. L. NOLKHA

Date : 06.05.2014 Chairman & Managing Director


Mar 31, 2013

The Directors are pleased to present 21st Annual Report on the business and operations of your Company and the Audited Accounts for the year ended 31st March, 2013

FINANCIAL RESULTS

The Financial results of the Company''s operations for the year under review and those of the previous year are as follows: -

(Rs. in Lacs) Particulars Current Year Previous Year

Revenue From

Operations 44605.36 42830.03

Gross Profit Before Finance Cost,

Depreciation & Exceptional item. 8751.86 4517.16

Finance Cost 2730.58 2089.56 Profit before

Depreciation & Exceptional items 6021.28 2427.60

Depreciation 2449.87 2397.55

Exceptional items 1473.83

Profit before Taxation 2097.58 30.05

Provision for

Taxation - Current (Net of MAT Credit)

- Deferred Tax 683.85 (0.26)

Net Profit after Tax 1413.73 30.31

Adjustments of earlier years

Net Profit 1413.73 30.31

Balance brought forward from previous year 772.02 741.71

Total - Carried to

Balance Sheet 2185.75 772.02

OPERATIONAL REVIEW

This is a landmark year for your Company as it has achieved highest ever turnover as well as profitability. During the year turnover has increased to Rs. 446.05 Crores from Rs. 428.30 Crores representing an increase of 4.14% over previous year. Despite slow down in global markets and negative growth in exports from India during the year under review, your Company registered double digit growth in Export turnover as it has grown by 12.88% from Rs. 301.99 Crores in the previous year to Rs. 340.90 Crores during the current year and it constitutes 76.42% of the total turnover. Stable cotton price, consistent demand of Cotton Yarn from Domestic as well as International markets and favourable foreign exchange rates resulted in remarkable increase in operating profit (EBIDTA) from Rs 45.17 Crores in previous year to Rs. 87.52 Crores in current year registering significant growth of 94% over previous year. The Finance Cost has increased due to aligning of interest rate from CDR rate to Market rates and provisioning of recompense amount for the current financial year for exit from CDR Scheme. Exceptional items represent provision for recompense amount upto 31.03.2012 for exit from CDR Scheme pending approval of CDR Core Group. Finally, Net Profit (PAT) of your Company has increased substantially to Rs 14.14 Crores during the current year against Rs 0.30 Crores in the previous year. CAPITAL EXPENDITURE

Your Company has successfully completed Capex of Rs. 12.00 Crores during the year under review and diversified into higher value addition products i.e. Slub and Compact yarns and also increased capacity of Multifold Yarn. The Company is getting good response for new products. Your Company has also taken electricity connection on dedicated 132 KV line from State Electricity Company and purchasing power through Energy Exchange which has resulted in substantial saving in power cost.

To further diversify its product range in higher value addition items, your Company is planning to install facilities for manufacturing of Core Spun Yarn and also expanding production capacity of Slub Yarn.

EXIT FROM CORPORATE DEBT RESTRUTURING SCHEME (CDR)

Bankers of the Company had approved CDR scheme to the Company in June, 2009 with cut off date as 1st March, 2009. The same was operative up to 31st December, 2018. However looking to improved profitability and restrictions on future capacity expansion plans, the company has given proposal for Voluntary Exit from the CDR system w.e.f. 31st July 2012. All the participating Bankers and CDR EG have accepted proposal of the Company and recommended the same to CDR Core Group. The approval of CDR Core Group is awaited.

CORPORATE SOCIAL RESPONSIBILTY Your Company is committed to making a positive contribution to communities where it operates. It invests in health and education programme to bring changes in the lives of weaker section of society. The initiative aim to help in creating healthy, inclusive and progressive nation. During the year, your Company has contributed for creation of infrastructure in school and health centre in the nearby villages. Further, it has also contributed to charitable institutions mainly involved in education and medical field for noble cause.

DIRECTORS

Shri Nitin Nolkha and Shri Y. R. Shah, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. Details of the Directors seeking re- appointment are provided in the Corporate Governance Report forming part of this report.

AUDITORS

M/s R. S. Dani & Co., Chartered Accountants and Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. Your Directors recommend for their re-appointment.

In pursuance to Section 233-B of the Companies Act, 1956, your Directors have re-appointed M/s V. K. Goyal & Company, Cost Accountants, being eligible, to conduct Cost Audit of the Company for the Financial Year 2013-14.

DIVIDEND

The Board of Directors does not recommend any dividend on equity shares to augment resources.

FIXED DEPOSITS

Your Company has not accepted or renewed any fixed deposits during the year under review and no fixed deposit is outstanding for payment at the year ended 31st March, 2013.

CORPORATE GOVERNANCE

The Company is committed to maintain the high standards of Corporate Governance. Your Directors adhere to the requirements set out in the listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements. Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance and Management Discussions & Analysis have been incorporated in the Annual Report and forms an integral part of the Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards have been followed and wherever required, proper explanation relating to material departures have been given;

(ii) they 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 of the Company at the end of the financial year and of the profit or loss of the Company for the year ended on that date;

(iii) they 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 frauds and other irregularities, and

(iv) they have prepared the Annual Accounts on a going concern basis.

HUMAN RESOURCE DEVELOPMENT

Industrial relations continued to be cordial during the period under review. Your Company firmly believes that a dedicated work force constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development received focused attention. Your Directors wish to place on record their appreciation for the dedicated services rendered by the work force during the year under review.

PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration in excess of limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms integral part of this Report.

ACKNOWLEDGEMENTS

Directors wish to express their grateful appreciation for assistance and co-operation received from various Departments of Central & State Governments and Banks during the year under review. Your Directors also wish to place on record their appreciation for the committed services of all the employees of the Company.

For and on Behalf of the Board of Directors

Place : Bhilwara R. L. NOLKHA

Date : 02.05.2013 Chairman & Managing Director


Mar 31, 2012

The Directors are pleased to present 20th Annual Report on the business and operations of your Company and the Audited Accounts for the year ended 31st March, 2012

FINANCIAL RESULTS

The Financial results of the Company's operations for the year under review and those of the previous year are as follows: -

(Rs. in Lacs)

Particulars Current Year Previous Year

Revenue From

Operations 42830.03 41090.84

Gross Profit Before

Finance Cost,

Depreciation &

Exceptional item. 4517.16 7604.57

Finance Cost 2089.56 2103.68

Profit before Depreciation &

Exceptional items 2427.60 5500.89

Depreciation 2397.55 2402.40

Exceptional items (Depreciation for

earlier years) - 2131.46

Profit before Taxation 30.05 967.03

Provision for - -

Taxation - Current (Net of MAT Credit)

- Deferred Tax (0.26) 293.25

Net Profit after Tax 30.31 673.78

Adjustments of - -

earlier years

Net Profit 30.31 673.78

Balance brought forward from

previous year 741.71 67.93

Total - Carried to

Balance Sheet 772.02 741.71

OPERATIONAL REVIEW

Your Company has achieved all time high turnover of Rs. 428.30 Crores during the year as compared to Rs. 410.90 Crores in the previous year, an increase of 4.23%. Export turnover has increased by 4.34% from Rs. 289.42 Crores in the previous year to Rs. 301.99 Crores during the year under review and it constitutes 70.51% of the total turnover during the current year.

During the current year the Cotton spinning industry faced unprecedented challenges in terms of steep decline in raw cotton prices and yarn prices. In the year 2010- 11, prices of cotton more than doubled to Rs. 173 per kg in April, 2011, from Rs. 80 per kg in March, 2010 on the back of a combination of robust demand and constrained supply because of lower cotton crop in main cotton producing countries like China, Pakistan and the United States and Government Policy of allowing Exports of cotton without assessing actual production requirement of domestic industry.

International prices of cotton started declining from April, 2011. Further, due to subdued demand of yarn in domestic market following closure of dyeing units in Tirupur, a leading hub for hosiery exports and economic uncertainties in European markets, yarn inventories piled up with spinning units. The stock of cotton yarn with the spinners also affected cotton purchases by mills and had a further cascading effect on cotton prices. The cotton prices in India started tumbling and went down by almost 50% by end of July, 2011 from the peak of April, 2011. Spinners loaded with high-cost cotton procured till April, 2011 along with large stock of cotton yarn manufactured from high cost cotton suffered heavy losses during first half of 2011-12.

Your company also suffered heavy losses during first half of the current year on account of higher carrying cost of cotton and also due to steep fall in yarn prices. In the new cotton season cotton prices have stabilized and yarn prices have also improved, leading to better realizations and consequently improvement in profitability in second half. In this background your company has reported operating profit (EBIDTA) of Rs 4517.16 lacs during the year against Rs 7604.57 Lacs in previous year and earned net profit (PAT) of Rs 30.31 lacs during the current year against Rs 673.78 lacs in the previous year. However, your Company is optimistic of better performance during the current year 2012 - 13.

FUTURE PLANS

In order to respond to growing demand and to diversify the product range, your Company is entering into higher value addition products of Slub and Compact yarns by installing Slub and Compact attachments and also increasing capacity of Multifold Yarn by installing additional TFOs at total project cost of Rs. 5.50 Crores. Further, due to increase in input cost of Thermal and F.O. Power Plants, the electricity cost has increased substantially and therefore your Company is taking electricity connection from State Electricity Board on dedicated 132 KV line at a project cost of Rs. 6.50 Crores. The aggregate project cost of Rs. 12.00 crores is being partly financed through term loan of Rs. 9.00 crores from bankers and balance from internal accrual.

DIRECTORS

Shri Bhagwan Ram and Shri Dinesh Nolkha, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Details of the Directors seeking re- appointment are provided in the Corporate Governance Report forming part of this report.

AUDITORS

M/s R. S. Dani & Co., Chartered Accountants and Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. Your Directors recommend for their re-appointment.

In pursuance to Section 233-B of the Companies Act, 1956, your Directors have appointed M/s V. K. Goyal & Company, Cost Accountants, being eligible, to conduct Cost Audit of the Company for the Financial Year 2012-13.

DIVIDEND

The Board of Directors does not recommend any dividend on equity shares to augment resources.

FIXED DEPOSITS

Your Company has not accepted or renewed any fixed deposits during the year under review and no fixed deposit is outstanding for payment at the year ended 31st March, 2012.

CORPORATE GOVERNANCE

The Company is committed to maintain the high standards of Corporate Governance. Your Directors adhere to the requirements set out in the listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements. Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance and Management Discussions & Analysis have been incorporated in the Annual Report and forms an integral part of the Directors' Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards have been followed and wherever required, proper explanation relating to material departures have been given;

(ii) they 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 of the Company at the end of the financial year and of the profit or loss of the Company for the year ended on that date;

(iii) they 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 frauds and other irregularities, and

(iv) they have prepared the Annual Accounts on a going concern basis.

HUMAN RESOURCE DEVELOPMENT

Industrial relations continued to be cordial during the period under review. Your Company firmly believes that a dedicated work force constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development received focused attention. Your Directors wish to place on record their appreciation for the dedicated services rendered by the work force during the year under review.

PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration in excess of limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms integral part of this Report.

ACKNOWLEDGEMENTS

Directors wish to express their grateful appreciation for assistance and co-operation received from various Departments of Central & State Governments and Banks during the year under review. Your Directors also wish to place on record their appreciation for the committed services of all the employees of the Company.

For and on Behalf of the Board of Directors

Place : Bhilwara R. L. NOLKHA

Date : 08.05.2012 Chairman & Managing Director


Mar 31, 2011

TO THE MEMBERS

The Directors have pleasure in presenting the 19th Annual Report and Accounts for the year ended 31st March, 2011

FINANCIAL RESULTS

The Financial results of the Company's operations for the year under review and those of the previous year are as follows: -

(Rs. in Lacs)

Particulars Current Year Previous Year

Income From 41090.84 30195.49 Operations

Gross Profit Before Interest, Exceptional item & Depreciation 7583.85 3465.77

Interest & Finance Charges 2082.96 1500.93

Profit before Exceptional items & Depreciation 5500.89 1964.84

Depreciation 2402.40 1865.11

Exceptional items (Depreciation for earlier years) 2131.46 -

Profit before Taxation 967.03 99.73

Provision for Taxation-Current

(Net of MAT Credit) - -

- Deferred Tax 293.25 32.28

Net Profit after Tax 673.78 67.45

Adjustments of earlier years - (0.48)

Net Profit 673.78 67.93 Balance brought forward from previous year 67.93 -

Total - Carried to

Balance Sheet 741.71 67.93

OPERATIONAL REVIEW

The momentum of growth in global market started in later half of previous year, continued during the current year and this was one of the best years for the Company as it has achieved highest ever top line and operating profits. The Company has achieved a record turnover of Rs. 410.91 Crores during the year registering an increase of 36.08% as compared to Rs. 301.95 Crores in the previous year. Export turnover accounted for 70.43% of the total turnover of the current year and registered significant growth of 50.14% from Rs. 192.77 Crores in the previous year to Rs. 289.42 Crores during the year under review. There was nearly five fold increase in export of Knitted Fabric from Rs. 8.87 Crores in previous year to Rs. 42.58 Crores in current year; it resulted in higher value additions.

The operating profit for the current year registered robust growth of 118.82% to Rs. 7583.85 lacs from Rs. 3465.77 lacs in the previous year. In terms of percentage to turnover the operating profit has grown to 18.46% during the year under review from 11.46% in the previous year. However, finance cost has increased substantially due to increase in interest rates and your Company has earned net profit of Rs. 673.78 Lacs during the current year against Rs. 67.93 lacs in the previous year. The Company has reported Earning Per Share of Rs. 1.47 and Cash Earning Per Share of Rs. 12.00 during the current year.

The following ratios reflect your Company's operational performance during the year under review :-

Particulars Current Previous Year Year

Sales Growth (%) 36.08 15.13

Export Sales Growth (%) 50.14 43.43

PBDIT (% to sales) 18.46 11.46 Earning Per Share (Rs.) 1.47 0.15 Cash Earning Per Share (Rs.) 12.00 4.29

DIRECTORS

Shri R. L. Nolkha and Shri Y. R. Shah, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Details of the Directors seeking re-appointment are provided in the Corporate Governance Report forming part of this report.

AUDITORS

M/s R. S. Dani & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting of the Company. The retiring auditors have furnished certificate u/s 224(IB) of the Companies Act, 1956 for their eligibility for re-appointment. Your Directors recommend for their re-appointment.

DIVIDEND

The Board of Directors does not recommend any dividend on equity shares to augment resources.

FIXED DEPOSITS

Your Company has not accepted or renewed any fixed deposits during the year under review and no fixed deposit is outstanding for payment at the year ended 31st March, 2011.

CORPORATE GOVERNANCE

The Company is committed to maintain high standards of Corporate Governance. Your Directors adhere to the requirements set out in the listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements. Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance and Management Discussions & Analysis have been incorporated in the Annual Report and forms an integral part of the Directors' Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards have been followed and wherever required, proper explanation relating to material departures have been given;

(ii) they 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 of the Company at the end of the financial year and of the profit or loss of the Company for the year ended on that date;

(iii) they 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 frauds and other irregularities, and

(iv) they have prepared the Annual Accounts on a going concern basis.

HUMAN RESOURCE DEVELOPMENT

Industrial relations continued to be cordial during the period under review. Your Company firmly believes that a dedicated work force constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development received focused attention. Your Directors wish to place on record their appreciation for the dedicated services rendered by the work force during the year under review.

PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration in excess of limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms integral part of this Report.

ACKNOWLEDGEMENTS

Directors wish to express their grateful appreciation for assistance and co-operation received from various Departments of Central & State Governments and Banks during the year under review. Your Directors also wish to place on record their appreciation for the committed services of all the employees of the Company.

For and on Behalf of the Board of Directors

R. L. NOLKHA Chairman & Managing Director

Place : Bhilwara Date : 03.05.2011


Mar 31, 2010

The Directors have pleasure in presenting the 18th Annual Report and Accounts for the year ended 31st March, 2010

FINANCIAL RESULTS

The Financial results of the Companys operations for the year under review and those of the previous year are as follows: -

(Rs. in Lacs)

Particulars Current Tear Previous Year

Net Sales 30195.49 26226.82

Gross Profit Before Interest, Exceptional

item & Depreciation 3465.77 2693.32

Interest & Finance

Charges 1500.93 2380.92

Profit before Exceptional items &

Depreciation 1964.84 312.40

Exceptional items - 2926.47

Depreciation 1865.11 1691.39

Profit/(Loss) before

Taxation 99.73 (4305.46)

Provision for

Taxation - Current - 2.62

-Deferred Tax 32.28 (1560.91)

Net Profit/(Loss) after

Tax for the year 67.45 (2747.17)

Adjustments of

earlier years (0.48) (1335.84)

Net Profit/(Loss) 67.93 (1411.33)

Balance brought forward from

previous year - 1206.65

Amount available

for appropriations 67.93 (204.68)

Appropriations: Proposed Dividend on

Preference Shares - 1.28

Dividend Tax - 0.22

Capital Redemption

Reserve - 50.00

Transfer From

General Reserve - (256.18)

Balance Carried to Balance Sheet 67.93 -



OPERATIONAL REVIEW



The impact of slowdown in economy due to global recession started receding during the current year and with the improvement of sentiments in global market there was pick up in demand in export as well as domestic market. Your Company registered growth of 15.13% in total turnover from Rs. 262.27 Crores in last year to Rs. 301.95 Crores in the Current year with remarkable growth of 43.43% in Export turnover from Rs. 134.40 Crores in the previous year to Rs. 192.77 Crores during the current year. The operating profit for the current year has grown by 28.68% to Rs. 3465.77 lacs from Rs. 2693.32 lacs in the previous year. The cost of finance came down substantially due to implementation of CDR Scheme and your Company has reported net profit of Rs. 67.93 Lacs during the current year against loss of Rs. 1411.33 lacs during the previous year.

The following ratios reflect your Companys operational performance during the year under review :-

Particulars Current Previous

Year Year

Sales Growth (%) 15.13 30.18

Export Sales Growth (%) 43.43 (4.14)

PBDIT (% to sales) 11.48 10.27

Earning Per Share (Rs.) 0.15 (6.73)

Cash Earning Per Share (Rs.) 4.29 (6.40)



PREFERENTIAL ISSUE



The Company has raised funds of Rs. 5.00 Crores from allotment of 50,00,000 Equity Shares of Rs. 10/- each, at par, to the Promoters/Promoters Group on preferential basis after obtaining exemption from open offer under Regulation 11(1) of the SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 1997 from the SEBI takeover panel. The Bombay Stock Exchanges Ltd. and National Stock Exchange of India Ltd., where the equity shares of the Company are listed have granted permission for listing and trading of new Equity Shares. The funds of Rs. 5.00 Crores raised through preferential issue have been used for operations of the Company in terms of CDR Scheme approved by the lenders of the Company.

DIRECTORS

Shri S. K. Sharma, Director of the Company resigned from the Board of your Company with effect from 05.10.2009. The Board places on record its sincere appreciation for the valuable contribution made by him druing his tenure of directorship. The Board of

Directors decided that the casual vacancy caused by resignation of Shri S. K. Sharma shall not be filled.

Shri Dinesh Nolkha and Shri Nitin Nolkha, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Details of the Directors seeking re-appointment are provided in the Corporate Governance Report forming part of this report.

AUDITORS

M/s R. S. Dani & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting of the Company. The retiring auditors have furnished certificate u/s 224(IB) of the Companies Act, 1956 for their eligibility for re-appointment. Your Directors recommend for their re-appointment.

DIVIDEND

The Board of Directors does not recommend any dividend on equity shares.

FIXED DEPOSITS

Your Company has not accepted or renewed any fixed deposits during the year under review and no fixed deposit is outstanding for payment at the year ended 31st March, 2010.

CORPORATE GOVERNANCE

The Company is committed to maintain the high standards of Corporate Governance. Your Directors adhere to the requirements set out in the listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements. Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance and Management Discussions & Analysis have been incorporated in the Annual Report and forms an integral part of the Directors Report.

DIRECTORS RESPONSD3ILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards have been followed and wherever required, proper explanation relating to material departures have been given;

(ii) they 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 of the Company at the end of the financial year and of the profit or loss of the Company for the year ended on that date;

(iii) they 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 frauds and other irregularities, and

(iv) they have prepared the Annual Accounts on a going concern basis.

HUMAN RESOURCES DEVELOPMENT

Industrial- relations continued to be cordial during the period under review. Your Company firmly believes that a dedicated work force constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development received focused attention. Your Directors wish to place on record their appreciation for the dedicated services rendered by the work force during the year under review.

PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration in excess of limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms integral part of this Report.

ACKNOWLEDGEMENTS

Directors wish to express their grateful appreciation for assistance and co-operation received from various Departments of Central & State Governments, CDR Cell and Banks during the year under review. Your Directors also wish to place on record their appreciation for the committed services of all the employees of the Company.

For and on Behalf of the Board of Directors

Place : Bhilwara R. L. NOLKHA

Date : 08.05.2010 Chairman & Managing Director

 
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