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Directors Report of Orbit Exports Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Thirty - Second Annual Report together with audited financial statements for the year ended March 31, 2015.

1. FINANCIAL RESULTS

The Company's financial performance, for the year ended March 31, 2015 is summarized below: (Rs. in lacs)

Consolidated Particulars Year ended Year ended 31.03.2015 31.03.2014

Revenue from Operations(Net) and other 15,820.75 13,311.05 income

Profit Before Tax (PBT) 3,862.56 2,894.15

Provision for Tax 1,217.39 888.25

Profit After Tax (PAT) 2,786.25 2,037.36

Balance brought forward from previous year 3431.02 2216.74

Sub - Total 6217.27 4254.10

Appropriations:

Interim Equity Dividend 327.36 273.98

Proposed Final Equity Dividend 321.73 173.11

Tax on Equity Dividends 132.70 75.98

General Reserve 300.00 300.00

Surplus carried to the next year's account 5,135.48 3,431.02

Standalone Particulars Year ended Year ended 31.03.2015 31.03.2014

Revenue from Operations(Net) and other 15,740.48 13,701.52 income

Profit Before Tax (PBT) 3,839.67 2,885.35

Provision for Tax 1212.97 884.73

Profit After Tax (PAT) 2,669.89 2,000.39

Balance brought forward from previous year 3,394.05 2,216.74

Sub - Total 6063.94 4217.13

Appropriations:

Interim Equity Dividend 327.36 273.98

Proposed Final Equity Dividend 321.73 173.11

Tax on Equity Dividends 132.70 75.98

General Reserve 300.00 300.00

Surplus carried to the next year's account 4982.15 3394.05

2. DIVIDEND

Your Directors have recommended a final dividend of Rs. 2.25/- per equity share (i.e. 22.5%) of Rs. 10/- each (last year Rs. 1.25/- per equity share) for the financial year ended March 31, 2015, amounting to Rs. 321.73 lacs (excluding tax). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

During the financial year 2014-15, your Company declared and paid an interim dividend of Rs. 2.25/- per equity share (i.e. 22.5 %) of Rs. 10/- each. The total dividend for the year ended March 31, 2015 would accordingly be 4.50/- per equity share of Rs. 10 each. The total outgo for the financial year 2014-15 will be Rs. 643.46 lacs (excluding dividend distribution tax) as against Rs. 452.72 lacs (excluding dividend distribution tax) in the previous year.

Note :- In the figure of Interim Dividend of 14-15 an amount of Rs. 5,62,500/- is included which is a part of Final Dividend for 13-14 as there was conversion of warrants into Equity Shares before the book-closure and after the accounts finalization.

3. CREDIT RATING

The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by ICRA Limited as given below:

Instrument Rating

Long Term Debt ICRA A (Stable)

Short Term Debt ICRA A1

4. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standards (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates, issued by the Institute of Chartered Accountants of India form part of this Annual Report.

5. SUBSIDIARY COMPANIES

A statement containing the salient features of financial statements of the subsidiary Company of your Company forms part of consolidated financial statements in compliance with section 129 and other applicable provisions, if any, of the Companies Act, 2013.

6. CAPITAL EXPENDITURE

As at 31st March, 2015 the gross fixed assets stood at Rs. 10,764.55 lacs and net fixed assets Rs. 7,840.63 lacs. Additions during the year amounted to Rs. 1,358.63 lacs which includes Rs. 95.29 lacs as capital work in progress.

7. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 1429.92 lacs. During the year under review, the Company has issued 4,50,000 Equity Shares upon exercise of option to convert equivalent number of Optionally Fully Convertible Warrants (OFCWs) into equivalent number of Equity Shares.

8. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company, together with a Certificate from the S.K. Jain & Co, Practicing Company Secretary confirming compliance forms an integral part of this Report.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, and based on the representation received from the management your Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. the Directors have prepared the annual accounts on a 'going concern' basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Dr. S. K. Jain, Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Report of the Secretarial Audit is placed as annexure to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

11. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure to this Report.

12. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors at its meeting held on 27th January, 2015 approved the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, on the recommendations of the CSR Committee. The CSR Policy outlines the CSR vision of your Company.

The Company has not undertaken any CSR activity during the financial year 2014-15 as the Company is in process of indentifying the best alternate for CSR spending. The Company proposes to commence CSR activity during F. Y 2015 - 16.

13. MANAGEMENT DISCUSSION AND ANALYSIS

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 the separate section forming part of Annual Report.

14. RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business divisions. Risk management forms an integral part of the Company's planning cycle

15. AUDITORS

Statutory Auditors

The Company's Statutory Auditors M/s. Krishna R. Moondra & Associates, Chartered Accountants hold office till the conclusion of the ensuing Annual General Meeting. However, they have expressed their unwillingness to be reappointed as Statutory Auditors of the Company. M/s. G. M. Kapadia & Co., Chartered Accountants have given their consent for appointment as Statutory Auditors of the Company subject to the approval of the Shareholders at the ensuing General Meeting. M/s. G. M. Kapadia & Co., Chartered Accountants have also confirmed their eligibility to the effect that their appointment if made, could be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for appointment.

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly.

The internal control is exercised through documented policies, guidelines and procedures. It is supplemented by an extensive program of internal audits. The audit observations and corrective action taken thereon are periodically reviewed by the audit committee to ensure effectiveness of the internal control system. The internal control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons.

17. VIGIL MECHANISM

Your company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

18. RELATED PARTY TRANSACTIONS

During the financial year 2014-15, your Company has entered into transactions with related parties as defined under section 2 (76) of the Companies Act, 2013 read with Companies (Specifications of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arm's length basis and in accordance with the provisions of Companies Act, 2013, Rules issued thereunder and Clause 49 of the listing agreement. During the financial year 2014-15, there were no transactions with the related parties which qualify as material transactions under Listing Agreement.

The details of the related party transactions as required under Accounting Standard - 18 are set out in Note No. 2 of Part B - Other Notes to Accounts to the standalone financial statement forming part of this Annual Report.

19. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your company is continuously expanding its manufacturing base, which the company is doing with expansions in Kosamba, Gujarat by incorporating state of art technology and new looms. Your company had purchased a new factory building in Kalyan (Asmeeta Textile Park) in last year & had commenced the production from Apr, 2015 which has led to the expansion in the ribbons and made ups segment. The company has added more new machines which will increase the production capacity by 3 times. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Varun Daga, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

During the Financial Year 2014-15, Shri Pardeep Khosla, was appointed as an Additional Director with effect from 18th July, 2014 he holds his office .till the conclusion of the ensuing Annual General Meeting. The Company has received a Notice in writing from a Member under Section 160 of the Companies Act, 2013 signifying his intention to propose Mr. Pardeep Khosla as candidate for the office of the Director of the Company and accordingly he is being proposed to be appointed as a Director of the Company to be designated as Designated as Independent Non-Executive Director for a five (5) consecutive years upto the conclusion of the Annual General Meeting held in the year 2020.

During the year under review, the members approved the appointments of Shri Balkrishna Patil, Shri Saumil Ushakant Marfatia and Shri Gopikrishna Bilasrai Bubna as Independent Directors who are not liable to retire by rotation. The members have also re-appointed Shri Pankaj Seth as the Managing Director and Smt. Anisha Seth as Whole-Time Director for 3 (three) years commencing from 1st April, 2014 to 31st March, 2017.

Your Company has received declarations from all the independent directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement.

Your Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

Shri Pankaj Seth, Managing Director, Smt. Anisha Seth, Whole Time Director, Shri Mukesh Deopura, Chief Financial Officer and Smt. Neha Poddar, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

21. EMPLOYEES' STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Option Scheme of the Company in accordance with the applicable SEBI Guidelines.

Disclosures with respect to Employees Stock Option Scheme of the Company.

Number of options granted: 1,47,000

Exercise Price: 52,000 options granted at an exercise price of Rs.69.75/- per option, 95,000 options granted at an exercise price of Rs.342/- per option.

Options vested: Nil - The options granted will vest over a period of 2 to 4 years from the date of grant.

Options exercised: Nil - The options are exercisable over a period of one and half years from the date of respective vesting.

22. MEETINGS

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

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as "Annexure" to this Report.

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is annexed as Annexure in this Annual Report of your Company.

25. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the 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 Company's executives, staff and workers.

For and on behalf of the Board of Directors

Place: Mumbai. Pankaj Seth

Dated: 23rd June, 2015 Chairman & Managing Director


Mar 31, 2013

Dear Members,

The Directors are pleased to presenting their 30th Annual Report and the audited accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. in lacs) For the Year ended For the Year ended Particulars 31st March, 2013 31st March, 2012

Sales & Services 12095.32 10,210.74

Other Income 128.60

Proft before interest, depreciation and tax 2486.01 1564.11

Less: Interest 130.51 117.88

Proft before depreciation and tax 2355.50 1446.23

Less: Depreciation 250.21 187.63

Proft before Tax 2105.29 1258.60

Less: Prior Period Items 4.05 0.63

Less: Current Year Income Tax 593.72 284.32

Less: Deferred tax 62.59 71.37

Proft/(Loss) after Tax 1444.93 902.28

Add: Last Year balance in Proft & Loss Account 1409.25 836.24

2854.18 1738.52

Less: Appropriation:

Transferred to General Reserve 250.00 100.00

Proposed Dividend on Equity Shares 132.99

Interim Dividend on Equity Shares 199.49 197.27

Corporate Dividend Tax 54.96 32.00

Balance carried to Balance Sheet 2216.74 1409.25

DIVIDEND

Your Directors had declared and paid an Interim dividend of Rs.1.50/- per Equity Share (15%) on 1,32,99,150 Equity Shares of Rs.10/- each aggregating to Rs.199.49 Lacs for the financial year 31st March, 2013 (against Rs.2.50/- per Equity Share in the previous year). Taking into consideration the profit earned by the Company during the year under report, the Board of Directors of your Company has further recommended a fnal dividend @ Rs.1.00/- per Equity Share (10%) on 1,32,99,150 Equity Shares of Rs.10/- each aggregating to Rs.132.99 Lacs. The dividend, once approved by members in the ensuing Annual General Meeting, will be paid out of the profits of the Company for the year.

The total dividend payout for the year works out Rs.332.48 Lacs @25% (Previous Year @25% i.e. Rs.197.27 Lacs)

ISSUE OF BONUS SHARES

Your Directors have pleasure to inform that the Board of Directors in their Meeting held on 12.07.2012 have issued and allotted 42,33,050 Equity Shares as Bonus Shares in the proportion of 1 (one) Equity Share of Rs.10/- each for every 2 (Two) Equity Shares of Rs.10/- each held to the existing Shareholders of the Company whose name appear in the Register of Members as on the record date as decided by the Board of Directors of the Company and on 16.01.2013 have issued and allotted 2,00,000 Equity Shares as Bonus Shares on account of conversion of Warrants into Equity Shares in the proportion of 1 (one) Equity Share of Rs.10/- each for every 2 (Two) Equity Shares of Rs.10/- each which was kept as reserve.

FINANCIAL PERFORMANCE

The sales of the Company increased to Rs.12095.32 Lacs from Rs.10,210.74 Lacs in the previous year, at a growth rate of 18.46%. The Proft before Depreciation, Interest and Tax increased from Rs.1564.11 Lacs in the preceding financial year to Rs. 2486.01 Lacs in the year under Report. The Profit after tax increased from Rs.902.28 Lacs to Rs.1444.93 Lacs registering an increase of 60.14% over the preceding year due to its expansion of Surratt Factory and thereby increasing the manufacturing capacity, cost control measures and demand of Company’s product in local and export market, etc.

CAPITAL EXPENDITURES

During the year, we capitalized a total amount of Rs.120.84 Lacs. This comprises of Rs.20.34 Lacs for building development, Rs.58.36 Lacs for Purchasing of new machines for Dombivali Factory and Surat Factory and for electrical equipments for new Corporate Office, Rs.7.24 Lacs for Furniture & Fixtures & Fittings, Rs.19.37 Lacs for office equipments and Rs.15.53 Lacs for Vehicles.

INCREASE IN SHARE CAPITAL

During the year, the Company has issued 6,25,440 Equity Shares upon exercise of option to convert equivalent number of Optionally Fully Convertible Warrants (OFCWs) into equivalent number of Equity Shares.

During the year, the Company has issued 44,33,050 Equity Shares as Bonus Shares in the proportion of 1 (one) Equity Share for every 2 (two) Equity Shares held.

As a result of this, the outstanding issued, subscribed and paid-up equity shares increased from 82,40,660 to 1,32,99,150 shares as at 31st March, 2013.

ExPANSION AND FUTURE PLAN

i. The Company is in the process of Expansion of Kosamba Plant by importing new machineries and thereby increasing the manufacturing capacity of the Company.

ii. During the year under Report, the Company has developed new products and designs which has enabled the Company to develop new markets and in catering the existing customers. The introduction of new products and designs has helped the Company to add new customers in different geographical regions and segments.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company’s Articles of Association, Shri. Saumil Marfatia and Shri Gopikrishna Bubna will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors recommend passing of the Resolution.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under:

a. that in the preparation of annual accounts, the applicable Accounting Standards have been followed and there has been no material departures;

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 of the Company as at 31st March, 2013 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the Directors have prepared the annual accounts on a ''going concern’ basis.

AUDIT COMMITTEE

The Audit Committee consists of Shri Gopikrishna Bubna (Chairman), Shri. Saumil U. Marfatia (Member) and Shri Varun Daga (Member).

INVESTORS GRIEVANCE COMMITTEE

The Investors Grievance Committee consists of M r. Gopikrishna Bubna, (Chairman), Mr. Pankaj Seth (Member) and Mr. Saumil U. Marfatia (Member).

REMUNERATION AND COMPENSATION COMMITTEE

The Remuneration Committee was reconstituted on 15th May, 2013 by inducting Shri Pankaj Seth in place of Shri Saumil Marfatia and the reconstituted Remuneration Committee be renamed as Remuneration and Compensation Committee. The reconstituted Remuneration and Compensation Committee comprises of Shri Varun Daga (Chairman), Shri Gopikrishna Bubna (Member) and Shri Pankaj Seth (Member).

CORPORATE GOVERNANCE

In Compliance with Clause 49 of the Listing Agreement with the Stock Exchange, a detailed Corporate Governance Report forms part of the annual report.

The requisite certificate from the Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In Compliance with Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed Management Discussion and Analysis Report forms part of the annual report.

AUDITORS AND AUDITORS’ REPORT

M/s Krishna R. Moondra & Associates, Chartered Accountants, Mumbai (Statutory Auditors), will retire at the ensuing Annual General Meeting and being eligible are proposed to be reappointed. The Audit Committee recommends the re-appointment of M/s Krishna R. Moondra & Associates Chartered Accountants, as Statutory Auditors of the Company.

The observations of the Auditors in their report, read with the accounts are self-explanatory and therefore do not require further explanation.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Particulars with respect to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors’ Report for the year ended 31st March, 2013 are annexed to this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors’ Report. However, as per the provisions of Section 219(1) (b) (iv) of the said Act, the annual report, excluding the aforesaid information, is being sent to all the Company members and others entitled thereto. Members interested in obtaining such particulars may write to the Company Secretary at the Company’s Registered Office.

DEPOSITS

The Company did not invite / accept any Fixed Deposits from the public during the year under report.

ACKNOWLEDGEMENTS

Your Board of Directors is pleased to place on record their appreciation of the cooperation and support extended by all India financial institutions, banks, Central and State Government authorities, Customers, Vendors and members during the year under review.

Your Directors also wish to place on record its appreciation of the valuable services rendered by the executives, staff and workers of the Company.

By order of the Board of Directors,

Pankaj Seth

Chairman & Managing Director

Place: Mumbai.

Dated: 15th May, 2013

Registered Office:-

E 27-29, Adi Marzaban

Street (Manglore Street),

S. Bhagat Singh Road,

Ballard Estate,

Mumbai – 400 038


Mar 31, 2011

The Directors have pleasure in presenting their 28th Annual Report and Audited Accounts for the year ended on 31st March, 2011.

I. FINANCIAL RESULTS:- (In Rs.)

Particulars For the Year ended For the Year ended 31st March, 2011 31st March, 2010

Sales & Services 89,87,96,641 61,68,20,324

Other Income 33,13,933 60,000

PBDIT 14,14,19,439 6,50,63,836

Interest 1,02,82,650 70,91,675

PBDT 13,11,36,789 5,79,72,161

Depreciation 88,75,037 90,09,592

Profit before Tax 12,22,61,753 4,89,62,569

Prior Period Items 11,552 (1,66,495)

Income Tax including FBT and Deferred Tax 4,53,19,919 1,62,34,100

Profit/(Loss) after Tax 7,69,30,282 3,28,94,964

Balance carried to Balance Sheet 8,36,24,460 3,07,03,842

II. DIVIDEND:

An Interim dividend of Re. 1.50/- per Share (Previous year Rs. 1.00 per share) aggregating to Rs. 1,14,99,150/- was declared on 15/10/2010 and paid by Board of Directors during the year.

The Board of Directors recommends Final Dividend of Rs. 2 per share (including Interim Dividend of Rs. 1.5 per share already paid) to be considered as Final Dividend.

III. FINANCIAL PERFORMANCE:

The sales of the Company increased from Rs. 6168.20 Lacs to Rs. 8987.96 Lacs as compared to the last financial year registering an increase of 45.71%. During the year under review the export sales (excluding DEPB Sales and Duty Entitlement) increased to Rs.4866.26 Lacs as compared to Rs. 3306.49 Lacs. The Profit before Depreciation, Interest and Tax increased from Rs.650.63 Lacs in the preceding financial year to Rs. 1414.19 Lac in the year under Report. The Profit after tax increased from Rs. 328.95 Lacs to Rs. 769.30 Lacs registering an increase of Rs.440.35 Lacs over the preceding year due to demand of Companys product in local and export market.

IV. EXPANSION AND DIVERSIFICATION

a. New Fabric Manufacturing Plant at Surat:

The Company has set up a new fabric manufacturing plant at Fair-Deal Textile Part near Surat comprising of 12 Sommet Alpha Automatic Rappier Looms with Staubli Jacquard Looms and 24 RIFA Automatic Shuttleless Dobby Looms to augment its manufacturing capacity. The Company incurred a total cost of Rs. 18.32 crores in setting up the new plant at Surat. The State Bank of India has sanctioned a Term Loan of Rs. 16.10 Crores. The commercial production commenced from 29th September, 2010.

b. 0.60 MW Wind Mill Project at Rajasthan:

The Company setup 0.60 MW Wind Power Project at Rawat Ka Gaon site at village Kotara, District Barmer in the State of Rajasthan at a Capital Cost of Rs. 3.56 Crores. The commercial production from Wind Mill Project commenced from 24th December, 2009. During the year under Report the Company generated 1019398 units from Wind Mill Power Project.

V. AUDIT COMMITTEE

The Audit Committee consists of Independent Directors, namely, Mr. Manoj Kumar Jain (Chairman), Mr. Gopikrishna Bubna (Member) and Mr. Saumil U. Marfatia (Member). The constitution of Audit

Committee meets the requirements of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchange.

VI. INVESTORS GRIEVANCE COMMITTEE

The Investors Grievance Committee consists of Mr. Gopikrishna Bubna, (Chairman), Mr. Pankaj Seth (Member) and Mr. Saumil U. Marfatia (Member).

VII. CORPORATE GOVERNANCE:

Your Companys philosophy is to enhance Stakeholders value by adopting and implementing best of the Corporate Governance Practices. A detailed Report on Corporate Governance Compliance duly certified by the Practicing Company Secretary form part of this Report as Annexure "A".

VIII. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is appended to the Annual Report.

A Management Discussion and Analysis Report also form part of this Report of your Directors as Annexure "B.

IX. DIRECTORS RESPONSIBILITY STATEMENT

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

a. In preparation of Annual Accounts, the applicable Accounting Standards have 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 or 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 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 on a going concern basis.

X. DEPOSITS

The Company did not invite / accept any Fixed Deposits from the public during the year under report.

XI. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars with respect to conservation of energy, technology, absorption and foreign exchange earnings and outgo, as per Section 217(a)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31st March, 2011 are annexed to this report as Annexure "C".

XII. NOTES ON ACCOUNTS:

The observations of Auditors and Notes on Accounts are self-explanatory.

XIII. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association Mr. Saumil U. Marfatia retires by rotation and being eligible offer themselves for re-appointment. The Board of Directors recommend passing of the Resolution.

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association Mr. Gopikrishna Bubna retires by rotation and being eligible offer themselves for re-appointment. The Board of Directors recommend passing of the Resolution.

XIV. PERSONNEL

The labour relations were satisfactory throughout the year. The Directors wish to place on record their appreciation of the hard work put in by the staff and workers.

XV. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2)(a) OF THE COMPANIES ACT, 1956

During the year under Report Mr. Pankaj Seth, Managing Director of the Company was paid Managerial Remuneration at a rate of Rs. 2,50,000 per month. Total Remuneration paid to Mr. Pankaj Seth during the year 2010-2011 was Rs. 30,00,000/-. Mr. Pankaj Seth is 48 years of age and has a Masters Degree in Management Studies. He has rich experience in trading and export of fancy fabrics of over 22 years. Mr. Pankaj Seth has traveled extensively for exploring new export markets and during his tenure the exports of the Company have registered significant growth.

During the year under Report Mrs. Anisha Seth, Whole Time Director of the Company was paid Managerial Remuneration at a rate of Rs.2,50,000 per month. Total Remuneration paid to Mrs. Anisha Seth during the year 20010-2011 was Rs.30,00,000/-. Mrs. Anisha Seth is 47 years of age and has a Masters Degree in Management Studies. She has rich experience in trading and export of fancy fabrics. Mrs. Anisha Seth has traveled extensively for exploring new export markets and during her tenure the exports of the Company have registered significant growth. /

There is no other Employee to whom the Company has paid monthly salary of Rs. 2,00,000 and above per month during any period of Financial year 2010-2011.

XVI. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Information in accordance with the provisions of Section 217 (1) (e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure "C".

XVII. AUDITORS REMARKS

The Notes to the Accounts and the remarks referred to in the Auditors Report are self -explanatory and therefore do not call for any further comments.

XVIII. AUDITORS

M/s Krishna R. Moondra & Associates, Chartered Accountants Mumbai (Auditors), will retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re- appointment. The Audit Committee recommends the re-appointment of M/s Krishna R. Moondra & Associates Chartered Accountants, as Statutory Auditors of the Company.

XIX. APPRECIATION:

Your Directors wish to place on record their sincere thanks to the various stakeholders such as Banks, Financial Institutions, Central and State Governmental authorities, Customers, Vendors and last but not least to the Shareholders, who supported the Management in turn around of the Company.

By order of the Board of Directors,

PANKAJ SETH MANAGING DIRECTOR

Place: Mumbai. Dated: 03rd May, 2011

Registered Office:-

11, Mehta Chambers, Kalyan Street, P.DMello Road, Masjid (E), Mumbai - 400 009


Mar 31, 2010

The Directors have pleasure in presenting their 27lh Annual Report and Audited Accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

(InRs.)

31st March, 20101 31st March, 2009

Sales & Service 61,68,20,324.00 44,00,72,914.00

Other Income 60,000.00 11,95,089.00

PBDIT 6,66,15,532.00 2,94,64,790.00

Interest 70,91,675.00 65,18,895.00

PBDT 5,95,23,857.00 2,29,45,895.00

Depreciation 90,09,592.00 92,81,757.00

Profit Before Tax 4,89,62,569.00 1,35,39,982.00

Prior Period Items (1,66,495) (11,47,583)

Income Tax including FBT& Deferred Tax 1,62,34,100.00 60,59,896.00

Profit/(Loss) After Tax 3,28,94,964.00 86,27,669.00

Balance carried to Balance Sheet 3,07,03,842.00 64,56,096.00

2. DIVIDEND:

An Interim dividend of Re. 1/- per Share (Previous year Rs. NIL per share) aggregating to Rs. 73,91,100/- was declared and paid by Board of Directors during the year. Dividend tax amounting to Rs. 12,56,118/- has been paid by the Company.

The Board of Directors recommends Interim Dividend to be considered as Final Dividend.

3. FINANCIAL PERFORMANCE:

The sales of the Company increased from Rs. 4400.73 Lacs to Rs. 6168.20 Lacs as compared to the last financial year registering an increase of 40.16%. During the year under review the export sales (excluding DEPB Sales and Duty Entitlement) increased to Rs.3306.49 Lacs as compared to Rs. 2187.75 Lacs. The Profit before Depreciation, Interest and Tax increased from Rs. 294.65 Lacs in the preceding financial year to Rs. 666.15 Lac in the year under Report. The Profit after tax increased from Rs. 86.28 Lacs to Rs. 328.95 Lacs registering an increase of Rs.242.67 Lacs over the preceding year due to demand of Companys product in local and export market.

4 PREFERENTIAL ISSUE OF EQUITY SHARES/WARRANTS

1. The Company has made Preferential Issue of 2,75,000 Equity Shares at a issue price of Rs. 35/- per share (including Premium of Rs. 25/- per share) at an aggregate amount of Rs.96,25,000/-. The said Shares have already been admitted for Listing by Bombay Stock Exchange.

2. The consent of the Members of the Company is being sought for issue of 8,00,000 Optionally Fully Convertible Warrants (OFCWs) to the Promoters at a issue price of Rs. 38/- per OFCW. Each OFCW will be convertible into one Equity Shares of Rs. 10/- each at a price of Rs.38/- per OFCW (including premium of Rs. 28/- per share) within a period of 18 months from the date of allotment at the option of OFCW Holders.

The proceeds from this Preferential Issue shall be used for acquiring additional Land at Surat, acquiring additional office space at Mumbai, working Capital and other corporate purposes.

5. EXPANSION AND DIVERSIFICATION

a. 0.600 MW WIND MILL PROJECT AT RAJASTHAN:

During the year under Report, the Company has setup a 0.600 MW Wind Power Project at Rawat Ka Gaon site at village Kotara, District Banner in the State of Rajasthan at a Capital Cost of Rs. 3.56 Crores. The commercial production from Wind Mill commenced from 24th December, 2009. The Company has also entered into Power Purchase Agreement with Rajasthan Rajya Vidyut Prasaran Nigam Limited, Jodhpur Vidyut Vitran Nigam Limited, Jaipur Vidyut Vitran Nigam Limited and Ajmer Vidyut Vitran Nigam Limited. The above Wind Mill Project is also eligible for CDM benefits (Carbon credit) which is freely tradable in to International market.

b. NEW FABRIC MANUFACTURING PLANT AT SURAT;

The Company is setting up a new fabric manufacturing plant at Fairdeal Textile Park near Surat comprising of 12 Sommet Alpha Automatic Rappier Looms with Staubli Jacquards and 24 RIFA Automatic shuttleless Dobby Looms to augment - its manufacturing capacity. The Project cost for setting up this plant is Rs. 18.43 Crores (approx). The Commercial production is likely to commence from 25th September, 2010. State Bank of India has Sanction a term loan of Rs. 16.10 Crores. After completion of this project, the dependence of out sourcing the requirement of fabrics will reduce to some extend and it will also ensure better quality products supply to both Local and Overseas Customers.

c. FORFEITURE OF NON REFUNDABLE APPLICATION MONEY PAID BY WARRANTS HOLDERS

The Company had received a sum of Rs. 1,28,60,000/- from warrants holders @ 10% of the consideration amount of Rs. 12,86,00,000/- on 40,00,000 warrants issued on 22nd April, 2008 which were convertible into 1 Equity Shares of Rs. 10/- each per warrant at a price of Rs. 32.15 per Shares (including Premium @ Rs.

22.15 per Shares on or before 18th months from the date of allotment i.e. on or before 21st October, 2009.

Since warrants holders did not exercise their option to convert their warrants into Equity Shares, a sum of Rs. 1,28,60,000/- received by the Company as non refundable application money on 40,00,000 was forfeited by the Board.

6. AUDIT COMMITTEE

The Audit Committee was reconstituted by the Board in its Meeting held on 29th September, 2009 and consists of Independent Directors, namely, Mr. Manoj Kumar Jain (Chairman), Mr. Gopikishan Bubna (Member) and Mr. Saumil U. Marfatia (Member). The constitution of Audit Committee meets the requirements of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchange.

7. INVESTORS GRIEVANCE COMMITTEE

The Investors Grievance Committee was reconstituted by the Board in its Meeting held on 29th September, 2009 and consists of Mr. Gopikisha Bubna, (Chairman), Mr. Pankaj Seth (Member) and Mr. Saumil U. Marfatia (Member).

8. CORPORATE GOVERNANCE:

Your Companys philosophy is to enhance Stakeholders value by adopting and implementing best of the Corporate Governance Practices. A detailed Report on Corporate Governance Compliance duly certified by the Practicing Company Secretary form part of this Report as Annexure "A".

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is appended to the Annual Report.

A Management Discussion and Analysis Report also form part of this Report of your Directors as Annexure "B".

10. DIRECTORS RESPONSIBILITY STATEMENT

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

a. In preparation of Annual Accounts, the applicable Accounting Standards have 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 or 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 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 on a going concern basis.

11. DEPOSITS

The Company did not invite / accept any Fixed Deposits from the public during the year under report.

12. PARTICULARS OF ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars with respect to conservation of energy, technology, absorption and foreign exchange earnings and outgo, as per Section 217(a)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31st March, 2010 are annexed to this report.

13. NOTES ON ACCOUNTS:

The observations of Auditors and Notes on Accounts are self-explanatory.

14. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association Mr. Manoj Kumar Jain retires by rotation and being eligible offer themselves for re-appointment. The Board of Directors recommend passing of the Resolution.

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association Mr. Bruce Larry Kieval retires by rotation and being eligible offer themselves for re-appointment. The Board of Directors recommend passing of the Resolution

Mr. Saumil U. Marfatia was appointed as the Additional Director w.e.f. 29th September, 2009 in the Board Meeting held on 29th September, 2009. He holds office upto the date of the ensuing Annual General Meeting. A Notice has been received in writing from the Members proposing his appointment as the Director.

Mr. Balkrishna Patil was appointed as the Additional Director w.e.f. 30th March, 2010 in the Board Meeting held on 30th March, 2010. He holds office upto the date of the ensuing Annual General Meeting. A Notice has been received in writing from the Members proposing his appointment as the Director.

15. PERSONNEL

The labour relations were satisfactory throughout the year. The Directors wish to place on record their appreciation of the hard work put in by the staff and workers.

16. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2)(a) OF THE COMPANIESACT.1956

During the year under Report Mr. Pankaj Seth, Managing Director of the Company was paid Managerial Remuneration at a rate of Rs. 2,50,000 per month. Total Remuneration paid to Mr. Pankaj Seth during the year 2009-2010 was Rs. 30,00,000/-. Mr. Pankaj Seth is 47 years of age and has a Masters Degree in Management Studies. He has rich experience in trading and export of fancy fabrics of over 21 years. Mr. Pankaj Seth has traveled extensively for exploring new export markets and during his tenure the exports of the Company have registered significant growth.

During the year under Report Mrs. Anisha Seth, Director-Marketing of the Company was paid Managerial Remuneration at a rate of Rs.2,00,000 per month from 1st April, 2009 till 3 1stAugust, 2009 and at a rate of Rs.2,50,000/- per month from 01st September, 2009 till 31s1 March, 2010. Total Remuneration paid to Mrs. Anisha Seth during the year 2009- 2010 was Rs.27,50,000/-. Mrs. Anisha Seth is 46 years of age and has a Masters Degree in Management Studies. She has rich experience in trading and export of fancy fabrics. Mrs. Anisha Seth has traveled extensively for exploring new export markets and during her tenure the exports of the Company have registered significant growth.

There is no other Employee to whom the Company has paid monthly salary of Rs. 2,00,000 and above per month during any period of Financial year 2009-2010.

17. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Information in accordance with the provisions of Section 217 (1) (e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure "C".

18. AUDITORS REMARKS

The Notes to the Accounts and the remarks referred to in the Auditors" Report are self explanatory and therefore do not call for any further comments.

19. AUDITORS

M/s Krishna R. Moondra & Associates, Chartered Accountants Mumbai (Auditors), will retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Audit Committee recommends the re- appointment of M/s Krishna R. Moondra & Associates Chartered Accountants, as Statutory Auditors of the Company.

20. APPRECIATION:

Your Directors wish to place on record their sincere thanks to the various stakeholders such as Banks, Financial Institutions, Central and State Governmental authorities, Customers, Vendors and last but not least to the Shareholders, who supported the Management in turn around of the Company.

On Behalf of the Board of Directors

Sd/-

ANISHA SETH

WHOLETIME DIRECTOR

Place: Mumbai

Dated: 21st August, 2010

 
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