Directors Report of Rishab Special Yarns Ltd.

Mar 31, 2014

Dear Members,

The Board of Directors here with presents the Twenty Sixth Annual Report together with Audited Statement of Accounts of the Company for the year ended on 31st March, 2014.

FINANCIAL RESULTS Amount in rupees

2014 2013

Net Sales/Income From Operations - -

Other income 220732 594931

Profit/(Loss) before depreciation, finance cost, exceptional items & taxes. (210826) (102503)

Less: Finance Cost 2811 1192

Profit/(Loss) before depreciation, exceptional items & taxes. (208015) (103695)

Less: Depreciation - -

Profit/(Loss) before exceptional items & taxes (208015) (103695)

Exceptional items : Profit on sale of land & building - 4559379

Profit/(Loss) before tax (208015) 4455684

Provision for Taxation - -

Profit/(Loss) after tax (208015) 4455684

Balance Brought forward from the last year (106052127) (110507811)

Balance Carried to Balance Sheet (106260142) (106052127)

PERFORMANCE : Due to financial constraints, manufacturing activities stand discontinued. During the year under review company has incurred a loss of Rs. 2.08 lakhs from non operating expenses, the company has now been able to pay off all its secured lenders and can now look forward to a new beginning. The management is examining various options to gainfully utilize factory assets at Abu Road.

FUTURE PROSPECTS : The company is continuously examining the possibility of starting some business to utilize the existing assets gainfully. The proposed activities shall be finalized and implemented based on final view of board and availability of funds. Also, company is considering reviving of the activity of texturising of polyester yarn (part of existing business) in view of changes in indirect tax structure. As soon as the management is able to finalize any business plans, it shall keep the valued shareholders informed through available mode of communications.

CORPORATE GOVERNANCE : The company has complied with all the mandatory requirements of the Corporate Governance specified under clause 49 of the listing agreement. As required by the said clause a separate report on corporate governance forms part of the Annual Report as Annexure - I. A report from the Statutory Auditors of the Company regarding compliance of conditions of corporate governance is part of this report as Annexure - II.

MANAGEMENT DISCUSSION & ANALYSIS : This has been included as a separate Annexure - III to this Report.

DIVIDEND : In view of the current year operational loss and carried forward losses, your directors are unable to declare any dividend.

FIXED DEPOSITS : The company has not accepted any fixed deposit during the year from the public.

DEPOSITORY SYSTEM : The company''s shares can now be traded in electronic form. The company has entered into an agreement with CDSL to act as depository and for dematerialization of shares. CDSL has issued ISIN 1NE351D01013 and activated the same as on 25th August, 2014. The shareholders are requested to convert their physical holding to dematerialization.

DIRECTORS : Shri Chandra Mohan Khandelwal (holding DIN. 00420235) Directors of the Company retire by rotation pursuant to Section 152 of the Companies Act, 2013 being eligible offers himself for re-appointment and Shri Kamal Kishore Kalani (holding DIN. 02275473) and Shri Pradeep Kumar Loiwal (holding DIN 00403719) being eligible offer themselves for re-appointment.

AUDITORS : M/s Jain Shrimal & Co. Chartered Accountants, Jaipur retire at the ensuing Annual General Meeting and being eligible for re-appointment have given their consent for re-appointment. Your Directors recommend their appointment.

ENVIRONMENT : M/s. Rishab Special Yarns Ltd. is committed to minimize the environmental impact of its operations on its products by adopting sustainable practices and continuous improvements in environmental performance.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of section 217 (2AA) of the Companies Act, 1956, your directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent as to give a true and fair view of the state of the affairs of the company at the end of financial year and of the loss of the company for that period.

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The directors had prepared the annual accounts based on their decision to stop operation at its Abu Road plant.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO : Information in accordance with Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in Report of Board of Directors) Rules, 1988 are set out in Annexure-IV forming part of the Report.

EMPLOYEES : None of the employees of the company is in receipt of remuneration of Rs. 60,00,000/- or more per annum, if employed for whole of the year or of Rs. 5,00,000/- or more per month, if employed for part of the year.

ACKNOWLEDGEMENT : The Board gratefully acknowledges the co-operation and support given by the Shareholders, Banks, Financial Institutions and others.

For & on behalf of the Board of Directors

(Amitabh Hirawat) Jaipur Managing Director and Chairman Date : 03/11/2014 (DIN 00349697)

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Mar 31, 2013

TO The Members of RISHAB SPECIAL YARNS LIMITED

JAIPUR

The Board of Directors here with presents the Twenty Fifth Annual Report together with Audited Statement of Accounts of the Company for the year ended on 31st March, 2013.

FINANCIAL RESULTS Amount in rupees

2013 2012

Net Sales/ Income From Operations

Other Income 594931 886000

Profit/(Lbss) before depreciation, finance cost, (102503) 66990 exceptional items & taxes.

Less: Finance Cost 1192 3695

Profit/(Loss) before depreciation, (103695) 63295 exceptional items & taxes.

Less: Depreciation 417053

Profit/(Loss) before exceptional items & taxes (103695) (353758)

Exceptional items: Profit on sale of land & building 4559379

Profit/(Loss) before tax 4455684 (353758)

Provision for Taxation

Profit/(Loss) after tax 4455684 (353758)

Balance Brought forward from the last year (110507811) (110154053)

Balance Carried to Balance Sheet (106052127) (110507811)

PERFORMANCE: Due to financial constraints, manufacturing activities stand discontinued. During the year under review company has earned a profit of Rs. 44.56 lakhs on sale of extra land, the company has now been able to pay off all its secured lenders and can now look forward to a new beginning. The management is examining various options to gainfully utilize factory assets at Abu Road.

FUTURE PROSPECTS : The company is in process of examining the possibility of starting some business to utilize the existing assets gainfully. The proposed activities shall be finalized and implemented based on final view of board and availability of funds. Also, company is considering reviving of the activity of texturising of polyester yarn (part of existing business) but stands deferred till change in indirect tax structure or GST regime, is made applicable, at a new location identified by the management. As soon as the management is able to finalize any business plans, it shall keep the valued shareholders informed through available mode of communications.

CORPORATE GOVERNANCE : The company has complied with all the mandatory requirements of the Corporate Governance specified under clause 49 of the listing agreement. As required by the said clause a separate report on corporate governance forms part of the Annual Report as Annexure - I. A report from the Statutory Auditors of the Company regarding compliance of conditions of corporate governance is part of this report as Annexure - II.

MANAGEMENT DISCUSSION & ANALYSIS: This has been included as a separate Annexure - III to this Report.

DIVIDEND: In view of the current year operational loss and carried forward losses, your directors are unable to declare any dividend.

FIXED DEPOSITS : The company has not accepted any fixed deposit from the public within the meaning of Section 58-A of Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 during the year.

DEPOSITORY SYSTEM : The company''s shares are not tradable in electronic form. Although the company has appointed Share Transfer Agent but the formalities of dematerlisation are yet to be completed. As soon as this is done, trading of company''s shares shall commence in demat form.

DIRECTORS : Shri Chandra Mohan Khandelwal and Shri Pradeep Loiwal, Directors of the Company retire by rotation pursuant to Section 256 of the Companies Act, 1956 and being eligible offer himself for reappointment.

AUDITORS: M/s Jain Shrimal & Co. Chartered Accountants, Jaipur retire at the ensuing Annual General Meeting and being eligible for re-appointment have given their consent for re-appointment. Your Directors recommend their appointment.

ENVIRONMENT : M/s. Rishab Special Yarns Ltd. is committed to minimize the environmental impact of its operations on its products by adopting sustainable practices and continuous improvements in environmental performance.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of section 217 (2AA) of the Companies Act, 1956, your directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent as to give a true and fair view of the state of the affairs of the company at the end of financial year and of the loss of the company for that period.

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The directors had prepared the annual accounts based on their decision to stop operation at its Abu Road plant.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO : Information in accordance with Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in Report of Board of Dirctors) Rules, 1988 are set out in Annexure-IV forming part of the Report.

EMPLOYEES : None of the employees of the company is in receipt of remuneration of Rs. 60,00,000/- or more per annum, if employed for whole of the year or of Rs. 5,00,000/- or more per month, if employed for part of the year.

ACKNOWLEDGEMENT : The Board gratefully acknowledges the co-operation and support given by the Shareholders, Banks, Financial Institutions and others.

Jaipur For & on behalf of the Board of Directors

Date: 30/05/2013 Managing Director and Chairman

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Mar 31, 2011

The Board of Directors here with presents the Twenty Third Annual Report together with Audited Statement of Accounts of the Company for the year ended on 31 st March 201T.

Amount in rupees 2011 2010

FINANCIAL RESULTS

Profit/f Loss) before depreciation misc. expenses w/off & taxes 3759331 (96000)

Less: Depreciation 417278 -

Less: Misc. Exp. W/off - -

Provision for Taxation - -

Profit/(Loss) aftertax 3342053 (96000)

Balance Brought forward from the last year (113496106) (113400160)

Balance Carried to Balance Sheet (110154053) (113496106)

PERFORMANCE

Due to financial constraints, manufacturing activities stand discontinued. During the year under review company has earned a profit of Rs. 33.42 lakhs on sale of some land and building and as income of rent, the company has now been able to pay off all its secured lenders and can now look forward to a new beginning. The management is examining various options to gainfully utilize factory assets at Abu Road. Any decision is to be taken keeping in mind the locational situations and avoid pitfalls as experienced in the past.

FUTURE PROSPECTUS:

The company is considering of reviving the activity of texturising of polyester yarn (part of its earlier business) at, a new location identified by the management and also looking for utilizing existing assets gainfully. As soon as the management is able to finalize any business plans, it shall be communicate the same to the shareholders through available channels.

CORPORATE GOVERNANCE

The company has complied with all the mandatory requirements of the Corporate Governance specified by Securities & Exchange Board of India in terms of clause 49 of the listing agreement, as required by the said clause a separate report on corporate governance forms part of the Annual Report as Annexure-I. A report from the Statutory Auditors of the Company regarding compliance of conditions of corporate governance is part of this report as Annexure-ll.

MANAGEMENT DISCUSSION & ANALYSIS

This has been included as a separate Annexure-lll to this Report.

DIVIDEND

In view of carried forward losses, your directors are unable to declare any dividend.

FIXED DEPOSITS

The company has not accepted any fixed deposit from the public in contravention of Section 58-A of Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 during the year.

DEPOSITORY SYSTEM

The companys shares are not tradable in electronic form. Although the company has appointed Share Transfer Agent but the formalities of dematerlisation are yet to be completed. As soon as this is done trading of companys shares shall commence in demat form.

DIRECTORS

Shri. Chandra Mohan Khandelwal and Shri. Sushil Kumar Jalan, Director of the Company retire by rotation pursuant to Section 256 of the Companies Act, 1956 and eligible offer themselves for reappointment.

AUDITORS

M/s. N.C.Dhadda & Co., Chartered Accountants, Jaipur retire at the ensuing Annual General Meeting, and being eligible for re-appaintment.

ENVIRONMENT

M/s. Rishab Special Yarns Ltd. is committed to minimizes the environmental impact of its operations and its products by adopting sustainable practices and continuous improvements in environmental performance.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of section 21 7 (2AA) of the Companies Act, 1956, your directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanationrelating to material departures;

2. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent as to give a true and fair view of the state of the affairs of the company at the end of financial year and of the loss of the company for that period;

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

4. The directors had prepared the annual accounts based on their decision to stop operations at its Abu Road Plant.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

Information in accordance with Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure-IV forming part of the Report.

EMPLOYEES

None of the employees of the company is in receipt of remuneration of Rs. 2400000/- or more per annum, if employed for whole of the year of Rs. 200000/-or more per month, if employed for part of the year.

ACKNOWLEDGEMENT

The Board gratefully acknowledges the co-operation and support given by the Auditors and Shareholders.

Jaipur Date : 27/05/2011 For & on behalf of the Board of Directors

Managing Director

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Mar 31, 2010

The Board of Directors here with presents the Twenty Second Annual Report together with Audited Statement of Accounts of the Company for the year ended on 31 st March 2010.

Amount in rupees

2010 2009

FINANCIAL RESULTS

Profit/(Loss) before depreciation misc. expenses w/off & taxes (96000) (368411)

Less: Depreciation - -

Less: Misc. Exp. W/off - -

Provision for Taxation - -

Profit/(Loss) after tax (96000) (368411)

Balance Brought forward from the last year (113400160) (113031695)

Balance Carried to Balance Sheet (113496106) (113400106)

PERFORMANCE

Due to financial constraints and continued cash losses, manufacturing activities stand discontinued. The company has now been able to pay off all its secured lenders and can now look forward to a new beginning. The management is examining various options to gainfully utilize factory assets at Abu Road. Any decision is to be taken keeping in mind the locational situations and avoid pitfalls as experienced in the past. The idea is to utilize the locational benefits which can be taken advantage off.

CORPORATE GOVERNANCE

The company has complied with all the mandatory requirements of the Corporate Governance specified by Securities & Exchange Board of India in terms of clause 49 of the listing agreement, as required by the said clause a separate report on corporate governance forms part of the Annual Report as Annexure-I. A report from the Statutory Auditors of the Company regarding compliance of conditions of corporate governance is part of this report as Annexure-ll.

MANAGEMENT DISCUSSION & ANALYSIS

This has been included as a separate Annexure-lll to this Report.

DIVIDEND

In view of losses, your directors are unable to declare any dividend.

FIXED DEPOSITS

The company has not accepted any fixed deposit from the public in contravention of Section 58-A of Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 during the year.

DEPOSITORY SYSTEM

The companys shares are not tradable in electronic form. Although the company has appointed Share Transfer Agent but the formalities of dematerlisation are yet to be completed. As soon as this is done trading of companys shares shall commence in demat form.

DIRECTORS

Shri. Pradeep Laiwal and Shri. Sushil Kumar Jalan, Director of the Company retire by rotation pursuant to Section 256 of the Companies Act, 1956 and eligible offer themselves for reappointment.

AUDITORS

M/s. N.C.Dhadda & Co., Chartered Accountants, Jaipur retire at the ensuing Annual General Meeting, and being eligible for re-appaintment.

ENVIRONMENT

M/s. Rishab Special Yarns Ltd. is committed to minimizes the environmental impact of its operations and its products by adopting sustainable practices and continuous improvements in environmental performance.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of section 217 (2AA) of the Companies Act, 1956, your directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent as to give a true and fair view of the state of the affairs of the company at the end of financial year and of the loss of the company for that period;

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

4. The directors had prepared the annual accounts based on their decision to exit the present line of business.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

Information in accordance with Section 217(1) (e) of the Companies Act, 1956 read with the Companies

(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure-IV forming part of the Report.

EMPLOYEES

None of the employees of the company is in receipt of remuneration of Rs. 2400000/- or more per annum, if employed for whole of the year of Rs. 200000/-or more per month, if employed for part of the year.

ACKNOWLEDGEMENT

The Board gratefully acknowledges the co-operation and support given by the Auditors and Shareholders.

For & on behalf of the Board of Directors

Jaipur Chairman

Date: 20/08/2010

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Mar 31, 2009

The directors here with present the Twenty First Annual Report together with Audited Statement of Accounts of the Company for the year ended on 31 st March 2009.

Amount In rupees

2009 2008

FINANCIAL RESULTS

Profit/(Loss) before depreciation misc. expenses w/off & taxes (368411) (1732579)

Less: Depreciation

Less: Misc. Exp. W/off Provision for Taxation Profit/(Loss) after tax (368411) (1732579)

Balance Brought forward from the last year (113031695) (111299116)

Balance Carried to Balance Sheet (113400106) (113031695)

PERFORMANCE

Due to financial constraints and continued cash losses, manufacturing activities stand discontinued.

Company is yet to clear the dues of M/s. Kalaptaru Constructions Overseas Private limited and is making earnest efforts to do so. The Company is utilizing the proceeds of asset sale for the same. Only after all these dues are repaid, Shall the Company be in a position to determine its course of future activities.

CORPORATE GOVERNANCE

The company has complied with all the mandatory requirements of the Corporate Governance specified by Securities & Exchange Board of India in terms of clause 49 of the listing agreement, as required by the said clause a separate report on corporate governance forms part of the Annual Report as Annexure-I. A report from the Statutory Auditors of the Company regarding compliance of conditions of corporate governance is part of this report as Annexure-II.

MANAGEMENT DISCUSSION & ANALYSIS

This has been included as a separate Annexure-III to this Report.

DIVIDEND

In view of losses, your directors are unable to declare any dividend.

FIXED DEPOSITS

The company has not accepted any fixed deposit from the public in contravention of Section 58-A of Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 during the year.

DEPOSITORY SYSTEM

The companys shares are not tradable in electronic form. Although the company has appointed Share Transfer Agent but the formalities of dematerlisation are yet to be completed. As soon as this is done trading of companys shares shall commence in demat form.

DIRECTORS

Smt. Padam Devi Hirawat & Shri Chandra Mohan Khandelwal, Director of the Company retire by rotation pursuant to Section 256 of the Companies Act, 1956 and eligible offer themselves for reappointment.

AUDITORS

M/s. R. Mohnot & Co., Chartered Accountants, Jaipur retire at the ensuing Annual General Meeting.

M/s. N.C. Dhadda 8. Co. has given their consent for appointment.

DIRECTORSRESPONSIBILITY STATEMENT

In compliance of section 21!7 (2AA) of the Companies Act, 1956, your directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent as to give a true and fair view of the state of the affairs of the compqny at the end of financial year and of the loss of the company for that period;

3. The directors have takjen proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The directors had prepared the annual accounts based on their decision to exit the present line of business.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

Information in accordance with Section 217(l)(e) of the Companies Act, 1956 read with the Companies

(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure-IV forming part of the Report.

EMPLOYEES

None of the employees of the company is in receipt of remuneration of Rs. 2400000/- or more per annum, if employed for whole of the year of Rs. 200000/-or more per month, if employed for part of the year.

ACKNOWLEDGEMENT

The Board gratefully acknowledges the co-operation and support given by the Auditors and Shareholders.

For & on behalf of the Board of Directors Jaipur Chairman

Date: 11/11/2009