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Directors Report of Prakash Woollen & Synthetic Mills Ltd.

Mar 31, 2018

BOARDâS REPORT

To The Members,

The Directors are pleased to present 39th Annual Report covering the operational and financial performance of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

(Rs. in lakhs)

Particulars	2017-2018	2016-2017
Revenue from operations	9965.60	10452.07
Other Income	7.92	13.06
Total Revenue	9973.52	10465.13
Profit before Depreciation & Tax	861.13	858.86
Depreciation	474.27	441.05
Profit before Tax & Exceptional Items	386.86	417.81
Current tax inclusive of earlier year tax	(86.42)	(146.44)
Deferred Tax Asset/Liability	(54.70)	4.61
Profit after Tax	245.74	275.98
Other Comprehensive Income A (i) Items that will not be reclassified to profit or loss Remeasurements of net defined benefit plans	7.41	(2.90)
Income tax relating to above items	(2.45)	0.96
Total Comprehensive Income for the period	250.70	274.04
Earning Per Share	Rs. 2.40	Rs. 2.69

KEY HIGHLIGHTS/ REVIEW OF OPERATIONS

During the period under consideration the revenue of the Company has decreased from Rs. 10465.13 lakh to Rs 9973.52 lakh.

The net profit after Tax of the Company has decreased from Rs. 275.98 lakh to Rs. 245.74 lakh. Your directors hope for better results in the coming financial years. There is a decrease of 10.96% in profits for the year ended 31.03.2018 as compared to the profits earned in financial year ending 31.03.2017.

STATEMENT OF AFFAIRS

The company specializes in the production of Mink Blankets and Bed Covers. The manufacturing unit boasts of state-of-the- art machinery based on the most advanced technology which has been specially imported for the production facility. The company has stream lined facilities for knitting, dyeing, processing, printing, finishing and packaging. The complete facility is backed by the team of highly skilled and experienced workforce, who ensure zero defects at every stage of production. It is expected that the company will achieve good growth in times to come.

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

There are no material changes affecting the affairs of the company which have occurred between the end of the financial year on March 31, 2018 of the company to which the financial statements relate and the date of this report.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the Business during the financial year under review.

DIVIDEND & RESERVES

In order to meet the working capital requirements of the Company, no Dividend has been recommended. During the period under review, no amount was transferred to General Reserve.

DEPOSITS

Your Company has no unclaimed / unpaid matured deposit or interest due thereon. Your Company has not accepted any deposits covered under âChapter V - Acceptance of Deposits by Companiesâ under the Companies Act, 2013 during the financial year ended March 31, 2018.

CAPITAL STRUCTURE

The Authorized Share Capital of the Company as on March 31, 2018 stands at Rs. 12,00,00,000/- divided into1,20,00,000 equity shares of Rs. 10/- each. The Paid up Equity Share Capital as at March 31, 2018 stood at Rs. 10,25,97,500/- divided into1,02,59,750 equity shares of Rs. 10/- each and the Subscribed and Paid-up Share Capital is Rs. 10,25,97,500/- divided into1,02,59,750 equity shares of Rs. 10/- each fully paid-up.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT

Managementâs Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) read with Schedule V (B) of the Securities of Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your company does not have any unlisted/listed subsidiary company or Joint Venture or any Associate Company, pursuant to the provisions of the Rule 8 of Companies (Accounts) Rules, 2014, therefore, no requirement of attachment of Form AOC-1.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act 2013, your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, 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 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 March 31, 2018 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 Act 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 âgoing concernâ 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.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or covered under Section 188 of the Companies act, 2013. Hence, the details of such contracts or arrangements with its related parties are not disclosed in Form AOC-2 as prescribed under the Companies Act, 2013 and the Rules framed thereunder.

Considering the nature of the industry in which the Company operates, transactions with related parties of the Company are in the ordinary course of business specially w.r.t. transactions which are also on armsâ length basis. All such related Party Transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval for normal business transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature as well as for the normal business transactions which cannot be foreseen and accordingly the details of related party transactions entered into by the company pursuant to each of the omnibus approval give has been reviewed by audit committee on a quarterly basis in terms of the approval of the Committee.

The Policy on dealing with related party transactions and on determining materiality of related party transactions as approved by the Board may be accessed on the Companyâs website at the link http://www.prakashwoollen.com/reports/polices/related-party-policy.pdf

RISK MANAGEMENT

In accordance with provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to maintain Risk Management Committee.

Further, a Risk Management Policy of the Company as adopted by the Board during the FY 2014-15 is available on Companyâs Website at the link http://www.prakashwoollen.com/reports/polices/PWM Risk Management Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility Policy. Your Company is not falling under the preview of said section during the year.

INTERNAL FINANCIAL CONTROLS

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

The Companyâs Internal Control Systems are commensurate with the nature of its business and the size and complexity of its operations. It comprises of audit and compliance by internal audit checks by M/s Agarwal Pawan Kumar & Co., Internal Auditors of the Company.

The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the financial transactions and review various business processes. Independence of the Internal Auditors and compliance is ensured by the direct report of Internal Auditors to the Audit Committee of the Board.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company is managed and controlled by a Board comprising an optimum blend of Executives and Non-Executive Professional Directors. As on March 31, 2018, the Board of Directors consists of Nine (9) Directors including (1) Chairman & Managing Director, (2) Whole time Director and six (6) Non-executive Directors, out of which five (5) are Independent Directors including one Woman Director. The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,

2015 and the relevant provisions of the Companies Act, 2013. All the Directors possess the requisite qualifications and experience in general corporate Management, finance, banking and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

There is no change in directors except that change in designation of Mr. Ved Prakash Gupta from Whole Time Director to Non-Executive Director of the Company w.e.f. 1^st June, 2017.

Ms. Shivangi Agarwal, Company Secretary and Compliance Officer resigned with effect from 12^th June 2018 and Ms. Ruchi Gupta was appointed as Company Secretary and Compliance Officer with effect from 12^th June 2018. There has been no change in any other Key Managerial Personnel of the Company during the year.

DECLARATION BY INDEPENDENT DIRECTORS

There was no Appointment and Re-appointment of Independent Director during the year.

The existing Independent directors had submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of Section 149 read with Schedule IV of the Companies Act, 2013. The Board confirms that the independent directors meet the criteria as laid down under the Companies Act, 2013.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of SEBI (LODR), 2015, a separate meeting of the Independent Directors of the Company was held on 20^th March 2018 to discuss the agenda items as prescribed under the applicable laws. The meeting was attended by all Independent Directors of the Company.

FORMAL ANNUAL EVALUATION

The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation i.e. evaluation of the performance of: (i) the Board as a whole, (ii) individual directors (including independent directors and Chairperson) and (iii) various Committees of the Board

The framework includes the evaluation of directors on various parameters such as:

- Board dynamics and relationships

- Information flows

- Decision-making

- Relationship with stakeholders

- Company performance and strategy

- Tracking Board and committeesâ effectiveness

- Peer evaluation

In compliance with the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board has carried out an evaluation of its own performance, Committees and performance of individual Directors during the period under review. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directorsâ obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation involves Self-Evaluation by the Board Members and subsequent assessment by the Board of Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The details of the framework for performance evaluation of Independent Directors, Board, Committees and other individual Directors are placed on the website of the company at the link: http://prakashwoollen.com/node/190

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: www.prakashwoollen.comhttp://www.prakashwoollen.com/node/278

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, key managerial personnel and senior management of the company. This policy also lays down criteria for selection and appointment of Board Members. The details of the policy are explained in the Corporate Governance Report.

AUDITORS

Statutory Auditors

The shareholders of the Company at AGM held on September 23^rd 2016 had appointed M/s. A. Anand & Co., Chartered Accountants (Firm Registration No. 005147c), as the Statutory Auditors of the Company for an initial term of 5 years, , i.e., at the Thirty Seventh Annual General Meeting of the Company to hold such office till the conclusion of the Forty Second Annual General Meeting of the Company , subject to ratification by members at every AGM, if required under the provisions of the Companies Act, 2013. However, the Companies Amendment Act, 2013 has deleted the condition of ratification of statutory auditors.

AUDITORSâ REPORT

The Report given by M/s. A. Anand & Co, Statutory Auditors on the financial statement of the Company for the year ended March 2018 is part of the Annual Report. There are no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

Cost Auditors

Companies (cost records and audit) (Amendment) Rules, 2015 are not applicable on the Company for the financial year 2017-18: Secretarial Auditor

The Board had appointed Mr. R.S. Bhatia (CP No.2514). Practicing Company Secretary, to carry out Secretarial Audit in accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year ended March 31, 2018. The Secretarial Audit Report for the financial year ended March 31, 2018 has been obtained and does not contain any qualification, which requires any comments from the Board. A copy of Secretarial Audit Report from Mr. R.S. Bhatia for financial year ended March 31, 2018 in the prescribed Form No. MR-3 is annexed to this report as Annexure I.

COMPOSITION OF COMMITTEES

Audit Committee

The Board of Directors of the Company has a duly constituted Audit Committee in terms of the provisions of Section 177 of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 18 of the Listing Regulations. The terms of reference of the Audit Committee has been approved by the Board of Directors. Composition of the Audit Committee, number of meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report.

The Audit Committee comprises Independent Directors namely Mr. Vijay Anand Rastogi (Chairman), Mr. Mahendra Kumar Agarwal and Dr. Satish Kumar Raj as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

The Board of Directors constituted a Nomination and Remuneration Committee comprising three Non-Executive Independent Directors namely Mr. Vijay Anand Rastogi (Chairman), Mr. Mahendra Kumar Agarwal and Dr. Satish Kumar Raj as other members The function of the Nomination and Remuneration Committee includes recommendation of appointment of Whole-time Director(s)/ Managing Director/ Joint Managing Director and recommendation to the Board of their remuneration.

A Nomination and Remuneration Committee has been constituted under section 178 of the Companies Act 2013 for formulization of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

The aforesaid policy has been posted on the Website of the Company (http://www.prakashwoollen.com/reports/polices/nomination-remuneration-policy.pdf)

Stakeholder Relationship Committee

The Board of Directors constituted a Stakeholder Relationship Committee comprising three Non- Executive Independent Directors namely Mr. Vijay Anand Rastogi (Chairman), Mr. Pramod Kumar Agarwal and Ms. Sushma Pandey as other members. The Stakeholder Relationship Committee, inter alia, oversees and reviews all matters connected with the investor services in connection with applications received and shares allotted in the Initial Public Offer, status of refund account, conversion of partly paid shares into fully paid shares, rematerialization and dematerialization of shares and transfer of shares of the Company.

The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of provisions of Section 177 of the Companies Act, 2013 and Rules framed thereunder read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, includes an Ethics & Compliance Task Force comprising senior executives of the Company. The Company has a whistle blower policy/ vigil mechanism for directors and employees to report genuine concerns or grievances.

The whistle Blower policy has been posted on the Website of the Company (http://www.prakashwoollen.com/reports/polices/whistle-blower-policy.pdf)

MEETINGS OF THE BOARD OF DIRECTORS

Five meetings of the Board of Directors were held during the financial year 2017-18 i.e. on 26.05.2017, 18.08.2017, 12.09.2017, 14.12.2017 and 12.02.2018.The details of the meetings of the Board held during the financial year 2017-18 forms part of the Corporate Governance Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company has not given any loan, made investment and provided security in terms of section 186 of the Companies Act, 2013.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure II to this Report.

DEPOSIT

Your Company has neither accepted nor any fixed deposit was outstanding as on the Balance Sheet date.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form No. MGT - 9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure III and forms an integral part of this Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Directors state that during the financial year ended March 31, 2018 under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Non-executive directors	Ratio to median Remuneration
Mr. Vijay Anand Rastogi	0.08:1
Mr. Pramod Kumar Agarwal	0.08:1
Mr. Mahendra Kumar Agarwal	0.09:1
Mr. Satish Kumar Raj	0.07:1
Ms. Sushma Pandey	0.04:1
Mr. Ved Prakash Gupta	0.01:1
Executive directors	Ratio to median Remuneration
Mr. Vijay Kumar Gupta	10.68:1
Mr. Daya Kishan Gupta	10.68:1
Mr. Jai Kishan Gupta	10.68:1

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Mr. Vijay Kumar Gupta	7.14
Mr. Daya Kishan Gupta	7.14
Mr. Jai Kishan Gupta	7.14
Mr. Ved Prakash Gupta	- 99.79
Mr. Vijay Anand Rastogi	0.00
Mr. Pramod Kumar Agarwal	44.44
Mr. Mahendra Kumar Agarwal	0.00
Mr. Satish Kumar Raj	- 26.67
Ms. Sushma Pandey	- 22.22
Ms. Shivangi Agarwal	4.54

Remuneration of Independent Director is sitting fees.

c. The percentage increase in the median remuneration of employees in the financial year: 0.74%

d. The number of permanent employees on the rolls of Company : 30

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 11.12%.

Decrease in the managerial remuneration for the year was - 10%

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

Information Pursuant to compliance Section 197 of the Act read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

S. No	Name of The Employee	Designation	Nature of Employment	Educational Qualification	Age	Experience (in years)	Date of Joining	Remuneration Paid (?)	Whether employee is relative of Director
1	Vijay Kumar Gupta	Whole Time Director & CFO	Permanent	Commerce Graduate	65	39	23/08/1979	4500000	Brother of Mr. Daya Kishan Gupta, Mr. Jai Kishan Gupta, Mr. Ved Prakash Gupta
2	Daya Kishan Gupta	Whole Time Director	Permanent	Commerce Graduate	69	39	23/08/1979	4500000	Brother of Mr. Vijay Kumar Gupta, Mr. Jai Kishan Gupta, Mr. Ved Prakash Gupta
3	Jai Kishan Gupta	Chairman & Managing Director	Permanent	Commerce Graduate	71	39	23/08/1979	4500000	Brother of Mr. Vijay Kumar Gupta, Mr. Daya Kishan Gupta, Mr. Ved Prakash Gupta
4	Kapil Gupta	Vice President-Sales & Marketing	Permanent	M.Com	43	18	1/6/2004	1764000	Son of Mr. Daya Kishan Gupta
5	Adeep Gupta	Vice President-Production	Permanent	Commerce Graduate	46	21	1/7/2004	1764000	Son of Mr. Jai Kishan Gupta
6	Ashish Gupta	Vice President-Finance	Permanent	Commerce Graduate	39	14	1/7/2004	1764000	Son of Mr. Vijay Kumar Gupta
7	Sanjay Kumar Agarwal	Manager-Plant & Operations	Permanent	Mechanical Engineer-B.E	58	32	1/4/2000	1764000	NIL
8	Praveen Gupta	Manager Accounts	Permanent	B.Com, FCA	58	32	1/11/1994	1767000	NIL
9	Omkar Dongre	General Manager	Permanent	Diploma in Industrial Management	59	37	1/1/2015	1827000	NIL

Change in designation of Mr. Ved Prakash Gupta was made from Whole Time Director to Director w.e.f. 1^stJune 2017.

GENERAL DISCLOSURES

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/ ESOP) to employees of the Company under any scheme.

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 Companyâs operations in future.

ACKNOWLEDGEMENT

Your Directors proudly acknowledge the contribution and hard work of the employees of the Company and its subsidiaries at all levels, who, through their competence, hard work, solidarity and commitment have enabled the Company to achieve consistent growth.

For and on behalf of the Board of Directors

Sd/-

Place : Vill Amhera (J.P. Nagar) Jai Kishan Gupta

Date : 11^th August 2018 Chairman and Managing Director

DIN: 00337659

Mar 31, 2016

BOARDâS REPORT

To The Members,

The Directors are pleased to present their Report for the Financial Year ended March 31, 2016. FINANCIAL SUMMARY OF THE COMPANY

Particulars	(Rs. in lacs) 2015-2016	(Rs. in lacs) 2014-2015
Gross Sales	9498.57	8818.36
Other Income	28.39	27.66
Total Revenue	9526.96	8846.02
Profit before Depreciation & Tax	811.08	715.93
Depreciation	419.90	360.79
Profit before Tax	391.18	355.14
Tax adjustment for Current year	(120.19)	(93.29)
Tax adjustment for Deferred Tax	(5.67)	(28.01)
Profit after Tax	265.32	233.84

KEY HIGHLIGHTS/ REVIEW OF OPERATIONS

During the period under consideration the revenue of the Company has increased from Rs. 8818.36 lakh to Rs 9498.57 lakh.

However the net profit after Tax of the Company has increased from Rs. 233.84 Lakh to Rs. 265.32 Lakh. Your directors hope for better results in the coming financial years.

STATEMENT OF AFFAIRS

The company specializes in the production of Mink Blankets and Bed Covers. The manufacturing unit boasts of state-of-the- art machinery based on the most advanced technology which has been specially imported for the production facility. The company has streamlined facilities for knitting, dyeing, processing, printing, finishing and packaging. The complete facility is backed by the team of highly skilled and experienced workforce, who ensure zero defects at every stage of production.

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

There are no material changes affecting the affairs of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

CHANGE IN NAME OF THE COMPANY

The Shareholders may recall that by way of Postal Ballot held on 10.07.2015, approval was obtained to change the name of company from Prakash Woollen Mills Limited to Prakash Woollen & Synthetic Mills Limited. Subsequently company received a fresh Certificate of Incorporation dated 27.07.2015.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the Business during the financial year under review.

DIVIDEND & RESERVES

In order to meet the additional working capital requirements of the Company, No Dividend has been declared. During the period under review, no amount was transferred to General Reserve.

CAPITAL STRUCTURE

The paid up Equity Share Capital as at March 31, 2016 stood at 1025.98 Lakh. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2016, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your company does not have any unlisted/listed subsidiary company or Joint Ventures or any Associate Companies.

Pursuant to the provisions of the Rule 8 of Companies (Accounts) Rules, 2014, Form AOC-1 is attached as Annexure I.

DIRECTORSâ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, 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 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 March 31, 2016 and of the profit of the Company for the year ended on that date;

d) the Directors have prepared the annual accounts on a âgoing concernâ 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.

CORPORATE GOVERNANCE

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

RISK MANAGEMENT

In accordance with provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to maintain Risk Management Committee. Hence, at the meeting of the Board of Directors held on 08.02.2016, your directors decided to dissolve the Risk Management Committee w.e.f. 08.02.2016. The roles and responsibilities as entrusted with the committee earlier shall be looked into by the Board at their Board Meetings.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

INTERNAL FINANCIAL CONTROLS

DIRECTORS AND KEY MANAGERIAL PERSONNEL

No change has occurred during the Financial Year 2016 DECLARATION BY INDEPENDENT DIRECTORS

There was no Appointment and Re-appointment of Independent Director during the year.

FORMAL ANNUAL EVALUATION

The Companies Act, 2013 mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as:

- Board dynamics and relationships

- Information flows

- Decision-making

- Relationship with stakeholders

- Company performance and strategy

- Tracking Board and committeesâ effectiveness

- Peer evaluation

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board and as collated by Nomination and Remuneration Committee and the Board expressed its satisfaction.

AUDITORS AND AUDITORSâ REPORT

Statutory Auditors

M/s A. Anand & Co., Chartered Accountants, (Firm Registration No. 005147C), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

Companies (cost records and audit) (Amendment) Rules, 2015 are not applicable on the Company for the financial year 2015-16: Secretarial Auditor

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company with the approval of the Board, appointed Shri Rupinder Singh Bhatia (PCS No. 2514), Practicing Company Secretary to conduct the Secretarial Audit of the Company for the financial year 2015- 16, as required under Companies Act, 2013. The Secretarial Audit Report forms part of the Annual Report as Annexure II to the Boardâs Report

The Secretarial Audit Report contains the qualification that the date of birth of Mr. Jai Kishan Gupta is different in DIN details as compared to PAN data base. With reference to difference in date of birth, Mr. Jai Kishan Gupta explained that date of birth in PAN data base is incorrect and he had applied for correction in PAN data base.

COMPOSITION OF COMMITTEES

Audit Committee

The Audit Committee comprises Independent Directors namely Mr. Vijay Anand Rastogi (Chairman), Mr. Mahendra Kumar Agarwal and Dr. S.K Raj as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

The Board of Directors constituted a Nomination and Remuneration Committee comprising three Non-Executive Independent Directors namely Mr. Vijay Anand Rastogi (Chairman), Mr. Mahendra Kumar Agarwal and Dr. S.K Raj as other members The function of the Nomination and Remuneration Committee includes recommendation of appointment of Whole-time Director(s)/ Managing Director/Joint Managing Director and recommendation to the Board of their remuneration.

The aforesaid policy has been posted on the Website of the Company (http://www.prakashwoollen.com/reports/polices/nomination-remuneration-policy.pdf)

Stakeholder Relationship Committee

The Board of Directors constituted a Stakeholder Relationship Committee comprising three Non-Executive Independent Directors namely Mr. Vijay Anand Rastogi (Chairman), Mr. Vijay Kumar Gupta and Mr. Daya Kishan Gupta as other members. The Stakeholder Relationship Committee, inter alia, oversees and reviews all matters connected with the investor services in connection with applications received and shares allotted in the Initial Public Offer, status of refund account, conversion of partly paid shares into fully paid shares, dematerialization and dematerialization of shares and transfer of shares of the Company.

The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, includes an Ethics & Compliance Task Force comprising senior executives of the Company. The Company has a whistle blower policy/ vigil mechanism for directors and employees to report genuine concerns or grievances.

The whistle Blower policy has been posted on the Website of the Company (http://www.prakashwoollen.com/reports/polices/whistle-blower-policy.pdf)

MEETINGS OF THE BOARD OF DIRECTORS

Five meetings of the Board of Directors were held during the year. The details of the meetings of the Board held during the financial year 2015-16 forms part of the Corporate Governance Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company has not given any loan, made investment and provided security in terms of section 186 of the Companies Act, 2013.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure III to this Report.

DEPOSIT

Your Company has neither accepted nor any fixed deposit was outstanding as on the Balance Sheet date.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form No. MGT - 9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure IV and forms an integral part of this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Non-executive directors	Ratio to median Remuneration
Mr. Vijay Anand Rastogi	0.05:1
Mr. Pramod Kumar Agarwal	0.03:1
Mr. Mahendra Kumar Agarwal	0.06:1
Mr. Satish Kumar Raj	0.05:1
Ms. Sushma Pandey	0.05:1

Executive directors	Ratio to median Remuneration
Mr. Vijay Kumar Gupta	7.51:1
Mr. Daya Kishan Gupta	7.51:1
Mr. Jai Kishan Gupta	7.51:1
Mr. Ved Prakash Gupta	6.01:1

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Mr. Vijay Kumar Gupta	0
Mr. Daya Kishan Gupta	0
Mr. Jai Kishan Gupta	0
Mr. Ved Prakash Gupta	0
Mr. Vijay Anand Rastogi	- 45.95
Mr. Pramod Kumar Agarwal	- 50.00
Mr. Mahendra Kumar Agarwal	- 21.88
Mr. Satish Kumar Raj	- 9.09
Ms. Sushma Pandey	100.00
Ms. Shivangi Agarwal	45.21

* Remuneration of Independent Director is sitting fees.

c. The percentage increase in the median remuneration of employees in the financial year: 5.71%

d. The number of permanent employees on the rolls of Company: 27

The average annual increase was around 9.51%.

No increase was made in managerial remuneration for the year.

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

Information Pursuant to compliance Section 197 of the Act read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

S. No	Name of The Employee	Designation	Nature of Employment	Educational Qualification	Age	Experience (in years)	Date of Joining	Remuneration Paid (?)	Whether employee is relative of Director
1	Vijay Kumar Gupta	Whole Time Director & CFO	Permanent	Commerce Graduate	63	37	23/08/1979	3000000	Brother of Mr. Daya Kishan Gupta, Mr. Jai Kishan Gupta, Mr. Ved Prakash Gupta
2	Daya Kishan Gupta	Whole Time Director	Permanent	Commerce Graduate	67	37	23/08/1979	3000000	Brother of Mr. Vijay Kumar Gupta, Mr. Jai Kishan Gupta, Mr. Ved Prakash Gupta
3	Jai Kishan Gupta	Chairman & Managing Director	Permanent	Commerce Graduate	69	37	23/08/1979	3000000	Brother of Mr. Vijay Kumar Gupta, Mr. Daya Kishan Gupta, Mr. Ved Prakash Gupta
4	Ved Prakash Gupta	Whole Time Director	Permanent	Commerce Graduate	74	37	23/08/1979	2400000	Brother of Mr. Vijay Kumar Gupta, Mr. Daya Kishan Gupta, Mr. Jai Kishan Gupta
5	Kapil Gupta	Vice President-Sales & Marketing	Permanent	M.Com	41	16	1/6/2004	1440000	Son of Mr. Daya Kishan Gupta
6	Adeep Gupta	Vice President-Production	Permanent	Commerce Graduate	44	19	1/7/2004	1440000	Son of Mr. Jai Kishan Gupta
7	Ashish Gupta	Vice President-Finance	Permanent	Commerce Graduate	37	12	1/7/2004	1440000	Son of Mr. Vijay Kumar Gupta
8	Sanjay Kumar Agarwal	Manager-Plant & Operations	Permanent	Mechanical Engineer-B.E	56	30	1/4/2000	1440000	NIL
9	Praveen Gupta	Manager Accounts	Permanent	B.Com, FCA	56	30	1/11/1994	1368000	NIL
10	Omkar Dongre	General Manager	Permanent	Diploma in Industrial Management	57	35	1/1/2015	1260000	NIL

GENERAL DISCLOSURES

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/ ESOP) to employees of the Company under any scheme.

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 Companyâs 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.

ACKNOWLEDGEMENT

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 Companyâs executives, staff and workers.

For and on behalf of the Board of Directors

Place : Vill Amhera (J.P. Nagar) Jai Kishan Gupta

Date : 12^th August 2016 Chairman and Managing Director

DIN: 00337659

Mar 31, 2015

The Directors are pleased to present their Report for the Financial Year ended March 31, 2015.

FINANCIAL SUMMARY OF THE COMPANY

Particulars (Rs. in lacs) 2014-2015 (Rs. in lacs) 2013-2014

Gross Sales 8818.36 8118.21

Other Income 27.66 8.23

Total Revenue 8846.02 8126.44

Profit before Depreciation & Tax 715.93 574.31

Depreciation 360.79 249.49

Profit before Tax 355.14 324.82

Tax adjustment for Current year (93.29) (102.04)

Tax adjustment for Deferred Tax (28.01) 0.59

Profit after Tax 223.84 223.37

KEY HIGHLIGHTS/ REVIEW OF OPERATIONS

During the period under consideration the revenue of the Company has increased from Rs. 8118.21 Lac to Rs. 8818.36 Lac.

However the net profit after Tax of the Company has increased from Rs. 223.37 Lac to Rs. 223.84 Lac. Your directors hope for better results in the coming financial years

STATEMENT OF AFFAIRS

The company specializes in the production of Mink Blankets and Bed Covers. The manufacturing unit boasts of state-of-the-art machinery based on the most advanced technology which has been specially imported for the production facility. The company has streamlined facilities for knitting, dyeing, processing, printing, finishing and packaging. The complete facility is backed by the team of highly skilled and experienced workforce, who ensure zero defects at every stage of production.

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

The Company is pursuing growth opportunities in various fields of business and considers new business proposals which have good future prospects and potentials to increase the shareholders' return. To facilitate such initiative Company altered its Object Clause in the Memorandum of Association.

Pursuant to the change in the main object of the Company, Company has to make the change in the Name of the Company to incorporate the new activity. So the Company changed its name from "PRAKASH WOOLLEN MILLS LIMITED" to "PRAKASH WOOLLEN & SYNTHETIC MILLS LIMITED" w.e.f 27th July, 2015.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the Business during the financial year under review.

DIVIDEND & RESERVES

In order to meet the additional working capital requirements of the Company, No Dividend has been declared. During the period under review, no amount was transferred to General Reserve.

SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2015 stood at Rs. 10.26 crore. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2015, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

LISTING

The Company had re-issued 9,13,900 Equity shares on 17.02.2014, which have been allowed to trade w.e.f. 23rd June, 2015. Annual Listing fee of Rs. 2,24,720 for the year 2014-15, has been paid by the Company to Stock Exchange.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your company does not have any unlisted/listed subsidiary company or Joint Ventures or any Associate Companies. AOC-1 is attached as Annexure I DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, 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 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 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 Act 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.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Considering the nature of the industry in which the Company operates, transactions with related parties of the Company are in the ordinary course of business specially w.r.t. transactions which are also on arms'length basis. All such related Party Transactions are placed before the Audit Committee for approval,wherever applicable. Prior omnibus approval for normal business transactions is also obtained from the Audit Committee for the related party transactions which areof repetitive nature as well as for the normal business transactions which cannot be foreseen and accordingly the details of related party transactions entered into by the company pursuant to each of the omnibus approval give has been reviewed by audit committee on a quarterly basis in terms of the approval of the Committee.

The Policy on dealing with related party transactions and on determining materiality of related party transactions as approved by the Board may be accessed on the Company's website at the link http://www.prakashwoollen.com/reports/polices/related-party-policy.pdf

Your Directors draw attention of the members to Note 21 to the financial statement which sets out related party disclosures. Details of Related Parties is attached in AOC-2 as Annexure II

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

A Risk Management Policy was reviewed and approved by the Committee. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organisational structures, processes, standards, code of conduct and behaviors that governs how the business of the Company and associated risks are managed.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across company- wide Risk Management, Internal Control and Internal Audit methodologies and processes. Company Risk Management Policy is available on Company's Website at the link http://www.prakashwoollen.com/reports/polices/PWM_Risk_ Management_Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 every company having networth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility Policy. Your Company is not falling under the preview of said section during the year.

INTERNAL FINANCIAL CONTROLS

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

The Company's Internal Control Systems are commensurate with the nature of its business and the size and complexity of its operations. It comprises audit and compliance by internal audit checks by M/s Agarwal Pawan Kumar & Co, Internal Auditors of the Company.

The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the financial transactions and review various business processes. Independence of the Internal Auditors and compliance is ensured by the direct report of Internal Auditors to the Audit Committee of the Board.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

No change has occurred during the period under review except that Ms. Sushma Pandey was appointed as additional director by the Board on 12.02.2015 and later she had been designated as Additional Independent Director.

Her term is upto the conclusion of the forthcoming AGM. Appointment of Ms Sushma Pandey will be regularized in the Annual General Meeting to be held on 25th September, 2015

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Daya Kishan Gupta, Whole Time Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re- appointment.

Ms. Mansee Agarwal was appointed as Company Secretary and Compliance Officer in place of Mr. Arpit Suri w.e.f. 19th July 2014. Ms. Mansee Agarwal resigned as Company Secretary and Compliance Officer w.e.f. 30th September 2014. Ms. Shivangi Agarwal has been appointed as Company Secretary and Compliance Officer w.e.f. 1st October 2014.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

FORMAL ANNUAL EVALUATION

The Company has devised a framework for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of framework 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.The details of the framework for performance evaluation of Independent Directors, Board, Committees and other individual Directors are placed on the website of the company at the link:http://wwwprakashwoollen.com/node/122

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link:http://wwwprakashwoollen.com/node/121

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, key managerial personnel and senior management of the company. This policy also lays down criteria for selection and appointment of Board Members. The details of the policy are explained in the Corporate Governance Report.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

M/s A. Anand & Co., Chartered Accountants, (Firm Registration No. 005147C), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

The Board has appointed the M/s KAG & Associates, Cost Accountants, Ghaziabad as the cost auditor for conducting the audit of cost records of the Company for the financial year 2014-15:

Secretarial Auditor

The Board has appointed Mr. R.S Bhatia, (CP No. 2514), Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Report contains a qualification that the Shareholding(s) as given in the Balance Sheet as at 31st March 2014 does not match with the shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category "Promoter and Promoter Group" filed with BSE for the quarter ended 31st March 2014.

With reference to mismatch of shareholding pattern as on 31.03.2014, The company explains that some of the promoters were removed from promoters group in the meeting held on 05.04.2014 with retrospective effect from 31.03.2014. The effect of such removal from promoters group was reflected in the annual report for the year 2013-14.

DISCLOSURES:

Audit Committee

The Audit Committee comprises Independent Directors namely Mr. Vijay Anand Rastogi (Chairman), Mr. Mahendra Kumar Agarwal and Dr. S.K Raj as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

The Board of Directors constituted a Nomination and Remuneration Committee comprising three Non-Executive Independent Directors. The function of the Nomination and Remuneration Committee includes recommendation of appointment of Whole-time Director(s)/ Managing Director/Joint Managing Director and recommendation to the Board of their remuneration.

A Nomination and Remuneration Committee has been constituted under section 178 of the Companies Act 2013 for formulization of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

The aforesaid policy has been posted on the Website of the Company (http://www.prakashwoollen.com/reports/polices/nomination- remuneration-policy.pdf)

Shareholder Grievance Committee

The Shareholder Grievance Committee, inter alia, oversees and reviews all matters connected with the investor services in connection with applications received and shares allotted in the Initial Public Offer, status of refund account, conversion of partly paid shares into fully paid shares, rematerialization and dematerialization of shares and transfer of shares of the Company.

The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services.

Vigil Mechanism/ Whistle Blower Policy

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. The Company has a whistle blower policy/ vigil mechanism for directors and employees to report genuine concerns or grievances. The whistle Blower policy has been posted on the Website of the Company (http://www.prakashwoollen.com/reports/polices/whistle-blower-policy.pdf)

Meetings of the Board of Directors

Seven meetings of the Board of Directors were held during the year.The details of the meetings of the Board held during the financial year 2014-15 forms part of the Corporate Governance Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company has not given any loan, made investment and provided security in terms of section 186 of the Companies Act, 2013.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure IV to this Report.

DEPOSIT

Your Company has neither accepted nor any fixed deposit was outstanding as on the Balance Sheet date.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form No. MGT - 9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure V and forms an integral part of this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Non-executive directors Ratio to median Remuneration

Mr. Vijay Anand Rastogi 0.10:1

Mr. Pramod Kumar Agarwal 0.05:1

Mr. Mahendra Kumar Agarwal 0.08:1

Mr. Satish Kumar Raj 0.06:1

Ms. Sushma Pandey* 0.03:1

*Since this information is for part of the year, the same is not comparable.

Executive directors Ratio to median Remuneration

Mr. Vijay Kumar Gupta 7.94:1

Mr. Daya Kishan Gupta 7.94:1 Mr. Jai Kishan Gupta 7.94:1 Mr. Ved Prakash Gupta 6.35:1

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Directors, Chief Executive Officer, Chief % increase in remuneration Financial Officer and Company Secretar in the financial year

Mr. Vijay Kumar Gupta 25

Mr. Daya Kishan Gupta 25

Mr. Jai Kishan Gupta 25

Mr. Ved Prakash Gupta 33.33

Mr. Vijay Anand Rastogi 362.5

Mr. Pramod Kumar Agarwal 25

Mr. Mahendra Kumar Agarwal 14.29

Mr. Satish Kumar Raj 10

Ms. Sushma Pandey N.A.

Ms. Shivangi Agarwal N.A.

* Remuneration of Independent Director is sitting fees.

c. The percentage increase in the median remuneration of employees in the financial year: 1.88%

d. The number of permanent employees on the rolls of Company: 29

e. The explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase of 20.79%. The individual increments varied from 1% to 33%, based on individual performance. The increase in remuneration is in line with the market trends.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in FY15 (Rs.crores) 1.17

Revenue (Rs.crores) 88.46

Remuneration of KMPs (as % of revenue) 1.32%

Profit before Tax (PBT) (Rs crores) 3.55

Remuneration of KMP (as % of PBT) 32.96%

g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars March 31, 2015 March 31, 2014 % Change

Market Capitalisation ( Rs. crores) 22.57 18.01 25.32%

Price Earnings Ratio 9.65 5.64 71.1%

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars March 31, 2015 August 19, 1995(IPO) % Change*

Market Price (BSE) 22 30 -26.67%

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 15.69%.

Increase in the managerial remuneration for the year was 26.67%.

j. Comparison of remuneration of the each key managerial personnel against the performance of the Company:

Directors Remuneration in Revenue Remuneration as FY15 (Rs.crores) (crores) % of revenue

Mr. Vijay Kumar Gupta 0.30 88.46 034

Mr. Daya Kishan Gupta 0.30 88.46 0.34

Mr. Jai Kishan Gupta 0.30 88.46 0.34

Mr. Ved Prakash Gupta 0.24 88.46 0.27

Mr. Vijay Anand Rastogi 0.0037 88.46 0.004

Mr. Pramod Kumar Agarwal 0.002 88.46 0.002

Mr. Mahendra Kumar Agarwa 0.0032 88.46 0.003

Mr. Satish Kumar Raj 0.0022 88.46 0.002

Ms. Sushma Pandey* 0.001 88.46 0.001

Ms. Shivangi Agarwal 0.02 88.46 0.02

Directors Profit before Tax Remuneration (PBT)(crores) (as % of PBT)

Mr.Vijay Kumar Gupta 3.55 8.45

Mr.Day a Kishan Gupta 3.55 8.45

Mr.Jay Kishan Gupta 3.55 8.45

Mr.Ved Prakash Gupta 3.55 6.76

Mr.Vijay Anand Rastogi 3.55 0.10

Mr.Pramod Kumar Agerwal 3.55 0.056 Mr.Mahendra Kumar Agerwal 3.55 0.09

Mr.Satish Kumar Raj 3.55 0.06

Ms.Sushma Pandey* 3.55 0.03

Ms.Shivangi Agerwal 3.55 0.56

* Remuneration of Ms. Sushma Pandey & Ms. Shivangi Agarwal is for part of the year.

- Remuneration of Independent Director is sitting fees.

k. The key parameters for any variable component of remuneration availed by the directors: None

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None.

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

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/ ESOP) to employees of the Company under any scheme.

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.

ACKNOWLEDGEMENT

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 : Vill Amhera (J.P. Nagar) Jai Kishan Gupta

Date : 14th August 2015 Chairman and Managing Director

DIN: 00337659

Mar 31, 2014

To The Members,

The Company has the pleasure in presenting the 35th Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31stMarch, 2014.

Financial Highlights

Particulars (Rs. in lacs) 2013-2014 (Rs. in lacs) 2012-2013

Gross Sales 8118.21 6425.61

Other Income 8.23 5.99

Total Revenue 8126.44 6431.60

Profit before Depreciation & Tax 574.31 511.82

Depreciation 249.49 227.10

Profit before Tax 324.82 284.72

Tax adjustment for Current year (102.04) (77.30)

Tax adjustment for Deferred Tax 0.59 (12.81)

Profit after Tax 223.37 194.61

Delisting of Company securities from Delhi Stock Exchange

Your Company has moved delisting application to the Delhi Stock Exchange, which is pending before the review board of the Delhi Stock Exchange.

Dividend

Your Directors consider it prudent not to recommend any dividend for the year 2013-14 keeping in view the need of resources for the new plant as well as to meet future expansion plans of the Company.

Review of Operations

The revenue of the company in the financial year 2013-2014, increased from Rs. 8118.21 Lac in comparison to last year''s revenue of Rs. 6425.61 Lac, by registering a growth of 26.34%.

The expenditure of the company in the financial year 2013-2014, increased from Rs. 7801.62 Lac in comparison to last year of Rs. 6146.88 Lac, being 26.92%.

An amount of Rs. 60.85 Lac was received during the financial year as Share Premium.

Issue of shares & warrants on preferential basis

During the year Under review, your Company issued 36,69,950 Equity Shares and 15,00,000 Warrants on preferential basis, as approved by you in last annual general meeting. Your company issued these Equity Shares and Warrants on 26th August, 2013. The proceeds from the same were utilized for the working capital of the Company.

Conversion of Warrants in Equity Shares

During the year under review, your company converted 15,00,000 Warrants into same number of Equity Shares on 11th October, 2013. Re-issue of Forfeited Equity Shares

Your company re-issued 9,13,900 Equity Shares which were earlier forfeited in the year of 1998, as approved by you in the Extra Ordinary General Meeting held on 11th December, 2013.

Listing Status of issued Securities as on 31st March, 2014

Particulars Status

36,69,950 Equity Shares Listed

15,00,000 Equity Shares consequent upon conversion of warrants Listed

9,13,900 Re-issued Forfeited Equity Share Pending for Listing

Details of Subsidiaries

Your company does not have any unlisted/listed subsidiary company.

Public Deposit

Your Company has no deposits as at the end of the Financial Year March 2014.

Auditors and Auditors'' Report

Messrs. Agarwal Pawan Kumar & Co., Chartered Accountants, auditors of the Company have resigned with effect from the conclusion of the ensuing Annual General Meeting vide their letter dated 08th July 2014. The Board has shortlisted M/s A. Anand & Co., Chartered Accountants to fill the vacancy.

There is no adverse qualification in the Audit Report which needs to be clarified.

Listing

The Company''s shares continue to remain listed with Delhi Stock Exchange. The company is regularly paying fees of the exchange. The company is also complying with all the requirements of Listing Agreement from time to time.

Particulars of employees

During the year, there were no employees who were in receipt of remuneration as per the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Directors'' Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, your Directors hereby state and confirm that:

a) in the presentation of the annual accounts, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures for the same;

b) 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 & fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts of the Company on a going concern basis.

Energy Conservation, Technology Absorption and Foreign Exchange Earning and outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956, read with the Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in Annexure "A" and forms part of this report.

Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges.

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of this Annual Report.

Certificate from the Auditor of the Company, Messrs. Agarwal Pawan Kumar & Co. confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Cautionary Statement

Statements which are particulars of management discussion and analysis report describing the Company''s objectives, projections, estimates, expectations may be forward-looking statements within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Factors that could make a difference to the Company''s operations, inter-alia, include the economic conditions, government policies and other related/incidental factors.

Acknowledgement

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees of the Company and the cooperation extended by Banks, Government Authorities, Customers, Shareholders and Employees of the Company and looks forward to a continued mutual support and co-operation.

Sd/- Sd/- (Jai Kishan Gupta) (Vijay Kumar Gupta) Place: Village Amhera (J. P Nagar) Managing Director CFO & Whole Time Director Date: 12th August, 2014 DIN: 00337659 DIN: 00335325

Mar 31, 2013

Dear Shareholders,

The Directors have the pleasure in presenting the Thirty Fourth Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2013.

Financial Highlights Rs. in Lacs

Sr. No. Particulars 31.03.2013 31.03.2012

a. Gross Sales 6425.61 5367.77

b. Other Income 5.99 5.77

c. Total Revenue 6431.60 5373.54

d. Profit before Depreciations Tax 511.82 424.14

e. Depreciation 227.10 208.13

f. Profit before Tax 284.72 216.01

g. Tax adjustment for Current year 77.30 75.30

h. Tax adjustment for Deferred Tax 12.81 (11.37)

J. Profit after Tax 194.61 152.08

Material Changes

No material change has occurred since the date of the Balance Sheet and the date of this report, which has any adverse effect on the working of the Company.

Performance

The overall performance of the Company was good. During the year, the Company has scaled new heights and set several new benchmarks in terms of sales, profits, networth and assets. Turnover for the year was Rs. 6425.61 lacs against Rs. 5367.77 lacs in the previous year, reflection a growth of 20% (approx).

Profit after tax, including exceptional item, for the year was Rs. 194.61 lacs as against Rs. 152.08 lacs for the previous year, registering an increase of 27%.

Future Prospects

Your Company is all set to improve its performance by improving the capacity utilization, increasing sales, generating better margins and employing cost reducing measures. This would help the Company in getting better operational efficiency and value added products

The new machinery for manufacturing of embossed mink blankets set up at 18th Km stone, Delhi Moradaba Road, Vill Amhera, J. P. Nagar is put to use since January 2013.

De-Listing of Company

Your company was delisted from the Jaipur Stock Exchange, Ahmadabad Stock Exchange and U. P. Stock Exchange and delisting from Delhi Stock Exchange is under process. Your Company will remain listed on Bombay Stock Exchange, a nationwide Stock Exchange

Management''s Discussion & Analysis Report

A detailed review of the progress and the future outlook of the Company and its business, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

Directors

Mr. P. K. Agarwal was appointed as an Additional Director as on August 31,2012. His term expired on September 29,2012 being the date of Annual General Meeting. He was again appointed as an Additional Director with effect from November 7,2012. He shall hold office up to the date of the ensuing Annual General Meeting.

The Company has received a notice in writing from a member proposing the candidature of Mr. P. K. Agarwal for the office of a Director, liable to retire by rotation.

Dr. S. K. Raj and Mr. M. K. Agrawal would retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

Mr. P. K. Gupta, who retire by rotation has not offered himself for reappointment and, therefore, would retire at the ensuing Annual General Meeting.

Issue of Shares on Preferential Basis

Your Company could not re-issue the shares on preferential basis as approved by you at the Extra Ordinary General Meeting held on 14th March, 2013, as your company made an application to the Bombay Stock Exchange seeking approval for issue of preferential shares. Bombay Stock Exchange did not agree to the calculation of Pricing made as per Regulation 76 (2) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as the shares of the company were falling under the category of "infrequently traded". Therefore, your approval is being obtained again.

Now your company''s share is frequently traded therefore, your approval is being obtained as per Relevant item given in notice calling Annual General Meeting.

Subsidiaries

Your company does not have any material unlisted/listed subsidiary company.

Public Deposit

The Company has accepted deposits within the meaning of Section 58Aand 58AAof the Companies Act, 1956 and the rules made there under. There is no unclaimed or unpaid amount of Fixed Deposit as on 31.03.2013.

Dividend

Your Directors consider it prudent not to recommend any dividend for the year 2012-13 keeping in view the need of resources for the new plant as well as to meet future expansion plans of the Company.

Auditors and Auditors'' Report

M/s. Agarwal Pawan Kumar & Co., Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be within the limits provided in section 224(1 B) of Ihe Companies Act, 1956. The Directors recommend the re-appointment of M/s. Agarwal Pawan Kumar & Co. as Auditors of the Company. The audit committee has recommended their reappointment.

There are no adverse qualification in the Audit Report which needs to be clarified.

Cost Auditors and Cost Auditors'' Report

Your Company appointed M/s. KAG & Associates, Cost Accountants, Cost Auditors of the Company, to conduct Cost Audit of the Company for the financial year ended March 31, 2012. The Cost Audit report confirms that the Company has complied with all the applicable provisions of the Companies (Cost Accounting Records) Rule, 2011.

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, the particulars of employees are set out in Annexure Ato this Report.

Directors'' Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, your Directors hereby state and confirm that:

a) in the presentation of the annual accounts, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures for the same;^

b) 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 & fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts of the Company on a going concern basis

Energy Conservation, Technology Absorption and Foreign Exchange Earning and outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 217(1 )(e) of the Companies Act, 1956, read with the Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in Annexure B and forms part of this report.

Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges.

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of this Annual Report.

Certificate from the Auditor of the Company, M/s. Agarwal Pawan Kumar & Co. confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Employees'' Relation

The Company continued to have cordial relations with its employees and no dispute had taken place throughout the year.

ACKNOWLEDGEMENT ]

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees of the Company and the cooperation extended by Banks, Government Authorities, Customers, Shareholders and Employees of the Company and looks forward to a continued mutual support and co-operation.

By order of the Board of Directors

for Prakash Woollen Mills Limited

Place: Village Amhera (Amroha) (Daya Kishan Gupta) (Vijay Kumar Gupta)

Date: 6th July, 2013 Whole Time Director Whole Time irector

DIN No.: 00337569 DIN No.: 00335325

Mar 31, 2012

The directors hereby present the Thirty Third Annual Report together with the audited statements of accounts of the company for the financial year ended 31st March 2012.

FINANCIAL RESULTS 2011 -2012 2010-2011 (Rs. in Lacs)

Sales and other Income 5373.54 5269.78

Profit before interest tax and depreciation 705.84 664.45

Interest 281.70 258.32

Profit/loss before Tax & Depreciation 424.14 406.13

Depreciation 208.13 204.60

Profit before tax & after Interest and Depreciation 216.01 201.53

Taxation for the year

Current tax (75.30) (47.25)

Defered tax 11.37 11.87

Profit after tax 152.08 166.51

DIVIDEND

Your directors do not recommend any dividend for the year under review.

OPERATIONS

During the year, the production increased by 7.11% in terms of quantity and gross sales increased by 7.40%. Therefore, PBDIT increased to Rs. 705.84 lacs from Rs. 664.45 lacs in the previous year and net profit before tax was up at Rs. 216.01 lacs.

LABOUR RELATIONS

Relations between the workers and the management during the year have been cordial. Management has considered the demands of workers sympathically from time to time.

FIXED ASSETS

Fixed assets of the company have been kept in proper state of repairs and all assets have been insured adequately.

DIRECTORS

As per the provisions of Section 256 of the Companies Act, 1956 Shri Daya Kishan Gupta, Shri Jai Kishan Gupta and Shri Ved Prakash Gupta, directors of the Company are due for retirement by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, your directors state: (a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to 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 at the end of the financial year ended on 31.03.2012 and of the profit or loss of the Company for the year ended on 31.03.2012; (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 irregularties; (d) that the directors have prepared annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under section 217(2-A) of the Companies Act, 1956 are nil. AUDITORS

M/s Agarwal Pawan Kumar & Co., Chartered Accountants, Meerut the retiring Auditors being eligible for re-appointment offer themselves for re-appointment.

AUDITORS REPORT

The Notes on accounts, referred to in the Auditors Reports are self explanatory and therefore do not call for any further comments under 217(3) of the Companies Act 1956.

COST AUDITORS

The Central Government has approved the appointment of the following cost auditors for conducting Cost Audit for the financial year 2011- 2012.

M/s M.K. Kulsherestha & Associates S-1. 314, Gyan Khand - I,

Indirapuram,

Ghaziabad- 201017.

CORPORATE GOVERNANCE

(a) Certificate of the auditors of your company regarding compliance of the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement with stock exchanges is enclosed. Details in Annexure 'A'

(b) Management Discussion and Analysis Report in Annexure 'B'

CONSERVATION OF ENERGY

The company makes endeavour to preserve natural resources and reduce energy consumption. The company has istalled generators of latest technology which are fuel efficient as well as least pollution emiting. To save on energy the company has taken power connection during the year. The company regularly checks ways to reduce fuel consumption in boiler and the same is upgraded if there is any need to adopt to new technology and fuel.

ABSORPTION OF TECHNOLOGY

No R & D is carried out by the company. However imported foreign technology is being used in the production of mink blankets.

a. Technology imported : No Technology has been imported

b. Year of import : during the past 5 years.

c. Has technology been fully absorbed :

d. If not fully abosorbed, areas where : this has not taken place, reasons therefor and future plans of action

APPRECIATIONS

Your directors like to record their sincere appreciation for the support which the company received from its employees, clients, bankers, central/ state goverments, financial institutions and their various agencies and other organisation during the year.

FOR AND ON BEHALF OF THE BOARD

Place : Moradabad

Date : 30.05.2012 V.K. GUPTA D.K. GUPTA Whole Time Whole Time Director Director

Mar 31, 2010

The Directors hereby present the Thirty First Annual Report together with the audited statements of accounts of the company for the financial year ended 31st March 2010.

FINANCIAL RESULTS 2009-2010 2008 - 2009

(Rs. in Lacs)

Sales & other Income 4452.19 3074.67

Profit before interest tax and depreciation 594.40 424.49

Interest 231.16 207.07

Profit/loss before Tax & Depreciation 363.24 217.42

Depreciation 190.35 119.02

Profit before tax & after Interest and Depreciation 172.89 98.40

Taxation for the year

Current tax 29.40 10.15

Defered tax 17.12 35.46

Fringe Benefit Tax - 4.11

Profit after tax 126.37 48.68

DIVIDEND

Your Directors do not recommend any dividend for the year under review .

OPERATIONS

During the year, the production and sale increased by 49.28% and 51.28% respectively in terms of quantity Therefore PBDIT increased to Rs. 594.40 lacs from Rs. 424.49 lacs in the previous year and net Profit was before tax up at Rs. 172.89 lacs.

LABOUR RELATIONS

Relations between the workers and the Management during the year have been cordial. Management has considered the demands of workers sympathically from time to time.

FIXED ASSETS

Fixed assets of the company have been kept in proper state of repairs and all assets have been insured adequately.

DIRECTORS

As per the provisions of Section 256 of the Companies Act, 1956 Shri Jai Kishan Gupta, Dr. S. K. Raj and Shri M K. Agarwal, Directors of the Company are due for retirement by rotation at the forthcoming Annual General Meeting and are being eligible offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, your Directors state: (a) that in the preparation of the annual

accounts, the applicable accounting standards have been followed along with proper explanation relating to 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 at the end of the financial year ended on 31.03.2010 and of the profit or loss of the Company for the year ended on 31.03.2010; (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 irregularis; (d) that the directors have prepared annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under section 217(2-A) of the Companies Act, 1956 are nil.

AUDITORS

M/s Agarwal Pawan Kumar & Co., Chartered Accountants, Meerut the retiring Auditors being eligible for re-appointment offer themselves for re-appointment.

AUDITORS REPORT

The Notes on accounts, referred to in the Auditors Reports are self explanatory and therefore do not call for any further comments under 217(3) of the Companies Act 1956.

CORPORATE GOVERNANCE

(a) Certificate of the auditors of your company regarding compliance of the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement with stock exchanges is enclosed. Details in Annexure TV

(b) Management Discussion and Analysis Report in Annexure B

CONSERVATION OF ENERGY

The company has been using HSD for steam generation. To save cost and energy as well as foreign exchange the company istalled a Boiler to generate steam through consumption agriculture produce waste. Since the company has expanded into production of polyester blankets which reguired consumption of steam at larger scale, the newly installed boiler will save on consumption of energy and cost.

FORM A

(See Rule 2)

Form for Disclosure of Particulars with respect to Conservation of Energy

2009-2010 2008- 2009

A. Power and fuel consumption Current Year Previous Year

1. Electricity

(a) Purchased

Unit (KWH) NIL NIL

Total Amount (Rs. 000) NIL NIL

Rate/Unit (Rs/Unit) NIL NIL

(b) Own generation (i) Through diesel generator

Unit (KWH) 15,35,080 9,93,630

Unit per-ltr of diesel oil 3.45 3.40

Cost/Unit 9.74 8.82

(ii)Through steam turbine/Generator

Unit NIL NIL

Unit per Itr.of fuel oil/gas NIL NIL

Cost/Unit NIL NIL

2. CoaKspecifv quality and where used)

Quantity (tonnes) NIL NIL

Total cost NIL NIL

Average rate NIL NIL

3. Furnace Oil

Quantity (K.ltrs.) NIL NIL

Total Amount NIL NIL Average rate NIL NIL

4. Others/internal generation

Quantity (Qlts) NIL NIL

Total Cost(Rs. 000) NIL NIL

Rate/Unit NIL NIL

B. Consumption per unit of production

standandards. (if any) Current (if any )yr Previous Yr.

Products(with details unit 1 2

ACRYlIC BlANKETS (PCS)

Electricity KWH N.A. 2.42 1.29

Furnace Oil N.A. NIL NIL

Coal (Specify quality) N.A. NIL NIL

Others (specify) N.A. NIL NIL

ABSORPTION OF TECHNOLOGY

No R & D is carried out by the company. However imported foreign technology is being used in the production of acrylic mink blankets.

a. Technology imported : No Technology has been imported

b. Year of import : during the past 5 years.

c. Has technology been fully absorbed :

d. If not fully absorbed, areas where : this has not taken place, reasons therefor and future plans of action

2.During the year company earned Foreign Exchange NIL nil

Your Directors like to record their sincere appreciation for the support which the company received from its Employees, Clients, Bankers, Central/ State Goverments Financial Institutions and their various agencies and other organisation during the year.

FOR AND ON BEHALF OF THE BOARD

Place : Moradabad Date : 29.06.2010

V.K. GUPTA D.K. GUPTA

Whole Time Whole Time

Director Director

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