Directors Report of Shekhawati Poly Yarn Ltd.

Mar 31, 2015

To the Members,

The Directors have pleasure in submitting their 24th Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2015.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review alongwith previous year's figures are summarised here under :

(Amount in Lacs)

Particulars 2014-15 2013-14

Net Sales /Income from

Business Operations 35,425.69 35,188.37

Other Income 234.04 32.41

Total Income 35,659.73 35,220.78

Less: Expenses 32,177.06 31,799.51

Total 3,482.67 3,421.27

Less: Interest 1,318.29 1,274.90

Profit before Depreciation 2,164.38 2,146.37

Less: Depreciation 993.00 1,065.59

Profit after depreciation and Interest 1,171.38 1,080.78

Less: Current Income Tax 259.85 216.24

Less: MAT (Entitlement)/Utilisation 140.38 54.52

Less: Previous year adjustment of Income Tax 10.89 24.20

Less: Deferred Tax 43.98 80.73

Net Profit after Tax 716.29 705.09

Dividend (including Interim if any and final) - - Net Profit after dividend and Tax 716.29 705.09

Amount transferred to General Reserve - -

Balance carried to Balance Sheet 716.29 705.09

Earning per share (Basic) 0.33 0.32

Earning per Share(Diluted) 0.33 0.32

2. DIVIDEND

The strength of the Company lies in identification, execution and successful implementation of business projects. To strengthen the long term prospectus and sustainable growth in assets and revenue, it is important for the company to evaluate various opportunities in the different business vertical in which Company operates.

The Board of Directors considers this to be in the strategic interest of the company and believe that this will greatly enhance the long term shareholder value. The Company expects better results for the coming year. In order to fund this development and implementation projects, conservation of fund is of vital importance. Therefore, your Directors have not recommended any dividend for the financial year 2014-15.

3. TRANSFER TO RESERVES

The company has not transferred any amount of the current year profits to general reserve.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors wish to present the details of Business operations done during the year under review:

a. Profitability

During the year the profit of the Company has increased from Rs. 705.05 Lacs to Rs. 716.29 Lacs as compared to last year 2013-14.

b. Sales

Inspite of adverse market condition the company has sustained its turnover and further has increased it from Rs. 35188.36 Lacs to Rs. 35425.69 Lacs as compared to last year 2013-14.

c. Marketing and Market environment

Your Company's textiles operations have shown encouraging growth. Your Company believes that its scale of operations and integration across the textile chain will, in future, offer significant advantages in both cost and revenue. Your Company is making efforts to generate new Customers and penetrate into new International markets, including Argentina, Brazil, Egypt, Israel, Jordan, Kenya, Mexico, Morocco and Thailand. Your Company work hard to meet the competition as well as to enable to maintain long standing business relationship.

d. Future Prospects including constraints affecting due to Government policies

We expect the textile segments to turn favorable and based on the various factors like macro economy condition, the Company is hopeful of significantly improved financial performance in the coming year and hope to provide booming results.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

6. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators / courts that would impact the going concern status of the Company and its future operations.

7. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year ended March 31, 2015 as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges in India, is presented in the separate section forming a part of this Annual Report.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure 'A' and is attached to this report.

9. RISK MANAGEMENT POLICY

Risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor the principal risks that can impact its ability to achieve its strategic objectives. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

In line with the new regulatory requirements, the Company has formally framed a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. The Risk Management Policy is available on web link http : // www. shekhawatiyarn.com/ Companypolicies.html. A Risk Management Committee under the Chairmanship of Mr. Sushil Kumar Poddar, Independent Director, has also been constituted to oversee the risk management process in the Company.

10. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Board has constituted Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr.Sushil Kumar Poddar. The other members of the Committee are Mr. Mukesh Ruia and Mr. Rohit Chandgothia. The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy. The Company is finding out suitable ways and means to undertake CSR activities. The Company could not undertake CSR activities before finalising this report as the time was too short to identify suitable projects in line of the CSR policy and Company's philosophy regarding responsibility as Corporate citizen. The detailed CSR Policy is available on web link http:// www.shekhawatiyarn.com/Companypolicies.html. Annual report on CSR as required under Companies (Corporate Social Responsibility Policy) Rules 2014 is furnished in Annexure 'B' and forms part of this report.

11. DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has been employing woman employees in various cadres within its office and factory premises. The Company has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of woman at work place (Prevention, Prohibition and Redressal ) Act, 2013. Internal Complaint Committee is set up at shop floor level to redress any complaints received and are monitored by woman line supervisors. All employees are covered under the policy. There was no complaint received from any employee during the financial year 2014- 15 and hence no complaint is outstanding as on March 31, 2015 for redressal.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 is furnished in Annexure 'C' and is attached to this report. All related party transactions that were entered into during the year under report were on an arm's length basis and in ordinary course of business.

The policy on the materiality of the Related Party Transactions and also on dealing with the Related Party Transactions as approved by the Audit Committee and Board of Directors is available on the web link http:// www.shekhawatiyarn.com /Companypolicies.html.

14. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualifications, reservations or adverse remarks made by the either by the Auditors or by the Practicing Company Secretary in their respective reports.

15. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, including criteria for determining Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure 'D' and is attached to this report.

16. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure 'E' and is attached to this Report.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

18. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

19. MEETINGS OF THE DIRECTORS

The Board met 11 (Eleven) times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the periods prescribed by the companies Act, 2013 and listing agreement entered into with the stock exchanges.

20. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:—

a) Applicable accounting standards have been followed with explanation for any material departures

b) Selected accounting policies have been applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) The annual accounts are prepared on a going concern basis and

e) Internal financial controls laid have been followed by the company and that such controls are adequate and are operating effectively. Explanation clarifies that such controls means policies and procedures adopted and adherence by the company for orderly and efficient conduct of business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting record and timely preparation of financial statements and review its efficacy.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year following Directors appointed / reappointed and resigned in the Company.

Appointments

Ms. Jyoti Thakkar who was appointed as an Additional Woman Independent Director by the Board of Directors on the recommendation of Remuneration and Nomination Committee on May 30, 2015, holds the said office till the date of the ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160(1) of the Companies Act, 2013, from a member proposing her candidature for reappointment to hold office upto five consecutive years.

Ms. Swati Sahukara who was appointed as an Additional Independent Director by the Board of Directors on the recommendation of Remuneration and Nomination Committee on August 14, 2015, holds the said office till the date of the ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160(1) of the Companies Act, 2013, from a member proposing her candidature for reappointment to hold office upto five consecutive years.

Re-appointments

As per the provisions of Section 152(6) the companies Act, 2013 Mr. Ravi Jogi, Whole-Time Director retires at the ensuing Annual General Meeting and being eligible, offfer himself for re-appointment. The Board recommends his re-appointment.

Resignations

Mr. Rohit Chandgothia, Independent Director and Mrs. Rekha Somani, Independent Director have resigned from the Directorship of the Company w.e.f May 30, 2015 due to the pre-occupation. The Board places on record its appreciation for the services rendered by Mr. Rohit Chandgothia and Mrs. Rekha Somani during their tenure with the Company.

Appointment / Resignations of the Key Managerial Personnel

During the period under review the Company has appointed the following personnel as Key Managerial Personnel of the Company:

Sr. No Name of the Key Managerial Personnel Designation

1. Mr. Mukesh Ruia Managing Director

2. Mr. Shivratan Agarwal Chief Financial Officer

3. Mrs. Meena Agal Company Secretary

Board Evaluation

Pursuant to the provisions of the Act, and Clause 49 of the Listing Agreement, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such level of engagement and contribution and independence of judgement thereby safeguarding the interests of the Company. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholder Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

Familiarization Programme

The Company have conducted various session during the financial year to familiarize Independent Directors with the Company, their roles, responsibilities in the Company, and the technology and the risk management system of the Company. Further, the Directors are encouraged to attend to the training programmes being organized by various regulators/bodies/Institution on above matters.

22. DECLARATION OF INDEPENDENT DIRECTORS

The company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013,that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

23. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members:

Sr. No Name of the Members Designation

1. Mr. Sushil Kumar Poddar Chairman

2. Mr. Mukesh Ruia Member

3. Mr. Rohit Chandgothia Member

The above composition of the Audit Committee consists of independent Directors viz., Mr. Sushil Kumar Poddar and Mr. Rohit Chandgothia who form the majority. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of Company employees and the Company. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and is also displayed on the website of the Company.

24. AUDITORS

STATUTORY AUDITORS

The term of office of M/s S G C O & Co., Chartered Accountants having firm Registration No.112081W as Statutory Auditors of the Company will expire with the conclusion of ensuing Annual General Meeting of the Company.

The Board of directors of the company have, subject to the approval of members, decided to make a change in the Statutory Auditors M/s. Ajay Shobha & Co., Chartered Accountants, having firm registration No. 317031E pursuant to Section 139 of the Companies Act, 2013 are proposed to be appointed as Statutory Auditors for a period of 5 years from the conclusion of 24th AGM till the conclusion of 29th AGM subject to ratification by members in every AGM held after the AGM in which such appointment is made. A resolution proposing such their appointment forms part of the Notice.

The Company has received a certificate from the above Auditors to the effect that if they are appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

M/s. S G C O & Co. over many years, have successfully met the challenge that the size and scale of the Company's operations pose for auditors and have maintained the highest level of governance, rigour and quality in their audit. The Board place on record its appreciation for the services rendered by M/s. S G C O & Co. as the Statutory Auditors of the Company.

COST AUDITORS

As per the requirement of Section 148 of the Act, read with the companies (Cost Record and Audit) Rules, 2014, the Audit of Cost Account related to Textile product is being carried out every year. The Board of Directors have, based on the recommendation of the Audit Committee, appointed M/s. N. Ritesh & Associates, Cost Accountant, Mumbai (Membership No. M/26963) to audit the cost accounts of the Company for the year 2015-16 from April 1, 2015 to March 31, 2016 on a remuneration of Rs. 90,000/-. As required under the Act, necessary resolution seeking member's ratification for the remuneration payable to M/s. N. Ritesh & Associates is included as item Number 6 of the Notice convening 24th Annual General Meeting. The Cost Audit report for the F.Y. 2014-15 will be filed on or before the due date.

SECRETARIAL AUDITORS

Mr. Vishal Manseta, Practicing Company Secretaries, was appointed to conduct the secretarial audit of the company for the Financial Year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for F.Y. 2014-15 forms part of the Annual Report as Annexure 'F' to the Board Report.

INTERNAL FINANCE CONTROL

The Board has adopted the policies and procedure 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 fraud and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

25. HUMAN CAPITAL AND PARTICULARS OF EMPLOYEES

Your company had 469 employees as on March 31, 2015.

The statement containing the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read along with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the company as no employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The ratio of remuneration of each Director to the median employee's remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 'G' and forms part of this annual report.

26. INCREASE IN AUTHORISED SHARE CAPITAL

During the year the Company has increased its Authorized Share Capital of the Company, from Rs. 28,00,00,000/- (Rupees Twenty Eight Crores Only) (divided into 28,00,00,000 Equity Shares of Re.1/- each) to Rs. 40,00,00,000/- (Rupees Forty Crores Only) (divided into 40,00,00,000 Equity Shares of Re.1/- each) by the creation of additional 12,00,00,000 Equity Shares of Re. 1/- each ranking paripassu with the existing Equity Shares of the Company."

27. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SHARES WITH DIFFERENTIAL VOTING RIGHTS

The company has not issued equity shares with differential voting rights during the period under review.

c. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

d. BONUS SHARES

No Bonus Shares were issued during the year under review.

e. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

f. PREFERENTIAL ISSUE OF WARRANTS CONVERTIBLE INTO EQUITY SHARES

During the year the company has issued and allotted 17,98,89,330 warrants on preferential basis carrying an option/entitlement to subscribed to equivalent number of Equity Shares at a price of Rs. 3.06 (Including premium of Rs. 2.06/- each and face value of Re. 1/- each) to Promoters and Non-Promoters of the Company.

28. CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance requirements as per the revised Clause 49 of the Listing Agreement with the stock exchanges. A separate report on Corporate Governance along with a Certificate of Compliance from the Auditors forms a part of this annual report.

29. ACKNOWLEDGMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- Sd/-

Mukesh Ruia Ravi Jogi

Date: August 14, 2015 Chairman & Managing Director Whole-Time Director

Place: Mumbai (DIN : 00372083) (DIN : 06646110)

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Mar 31, 2014

TO THE MEMBERS

The Directors take the pleasure in presenting the 23rd Annual Report of the Company together with the Audited Statements of Accounts for the Financial Year Ended on March 31, 2014.

FINANCIAL RESULTS

The Financial Performance of the Company for the Year Ended March 31, 2014 is summarized below:

(Rs. in Lacs)

Particulars 2013-14 2012-13

Operational Income 35188.36 23979.74

Profit/ (Loss) before Depreciation & Interest 3421.26 2845.14

Less: Interest & Financial Charges 1274.91 1185.71

Less: Deprecation 1065.61 995.67

Profit before tax for the year 1080.74 663.76

Add/ (Less): Provision for Taxation

-Current 216.24 141.64

-Mat credit entitlement 54.52 (141.64)

-Deferred Tax Liabilities/ (Assets) 80.73 212.27

-For earlier years 24.20 -

Profit/ (Loss) after Tax for the year 705.05 451.49

Prior Period Adjustment

Balance carried to Balance Sheet 705.05 451.49

PERFORMANCE REVIEW

Your Company''s textiles operations have shown encouraging growth, both in the domestic and in the exports markets. Your Company believes that its scale of operations and integration across the textile chain will, in future, offer significant advantages in both cost and revenue.

During the year the Company has achieved the turnover of Rs. 35188.36 Lacs as compared to Rs. 23979.74 Lacs in the previous year which is 46.74% higher than the previous year. Profit after Tax was Rs. 705.05 Lacs in the current year as compared to Rs. 451.49 Lacs in the previous year which is 56.16% higher than the previous year.

EXPORTS

Your Company''s performance on export front has improved tremendously since the year 2008-09. This year being adverse global market conditions your Company has achieved export turnover of Rs. 7152.47 Lacs as compare to the last year 2012-13 of Rs. 2263.75 Lacs. Your Company making efforts to penetrate the new Customers and new International markets, including Argentina, Brazil, Egypt, Israel, Jordan, Kenya, Mexico, Morocco and Thailand etc.

DIVIDEND

The strength of the Company lies in identification, execution and successful implementation of business projects. To strengthen the long term prospectus and sustainable growth in assets and revenue, it is important for the company to evaluate various opportunities in the different business vertical in which Company operates.

The Board of Directors considers this to be in the strategic interest of the company and believe that this will greatly enhance the long term shareholder value. The Company expected better results for the coming year. In order to fund this development and implementation projects, conservation of fund is of vital importance. Therefore, your Directors have not recommended any dividend for the financial year 2013-2014.

DIRECTOR

Mrs. Rekha D. Somani was appointed as an Additional Director of the Company w.e.f August 11, 2014, whose term of office expires at the ensuing Annual General Meeting of the Company and in respect of whom the Company has received a notice in writing proposing her candidature as an Independent Director upto five consecutive years for a terms upto March 31, 2019.

In view of the Provisions of the Companies Act, 2013, read with the provisions of the Listing agreement, One half of the Directors of the Board of the Company are required to be independent director and the same would not be considered for the purpose of determining the directors liable to retire by rotation. Three of the existing Director, viz Mr. Rohit S. Chandgothia, Mr. Sushil Poddar and Mrs. Rekha D. Somani are independent directors. One third of remaining directors, are liable to retire by rotation. Accordingly Mr. Sanjay Jogi will be retiring at the ensuing Annual General Meeting and being eligible, offer himself for being re-elected. So far as the above referred three independent directors are concerned at the ensuing Annual General Meeting of the Company they would be appointed as Independent Directors of the Company upto a term of five consecutive years commencing from the date of the said meeting.

Mr. Mukesh Ruia was appointed as the Managing Director of the Company for a period of 5(Five years) w.e.f. March 2, 2010 and his term will be expire on March 2, 2015 mainly to manage and control the functions of Company under the superintendence, control and directions of the Board of Directors (''the Board'') of the Company. He is recommended for re-appointment for further terms of 5 (Five years) w.e.f. March 2, 2015 as a Chairman & Managing Director at the ensuing Annual General Meeting of the Company.

Resolution seeking your approval for the re-appointment of Mr. Mukesh Ruia as a Chairman & Managing Director, Mr. Sanjay Jogi as a Director, Mr. Rohit S. Chandgothia, Mr. Sushil S. Poddar and Mrs. Rekha D. Somani as an Independent Director upto the 5 consecutive year, has been incorporated in the Notice of ensuing Annual General Meeting along with brief about them.

REGISTERED OFFICE

During the year the Company has shifted its Registered office from Express Zone ''A'' Wing, Unit No. 1102/1103, Patel Vatika, off Western Express Highway, Malad (East) Mumbai- 400 097, Maharashtra to Survey No.185/1, Naroli Village, Near Kanadi Phatak, Dadra & Nagar Haveli - 396 235 (Union Territory), India vide order dated November 29, 2013 from Western Region Bench, Ministry of Corporate Affairs, Mumbai.

FIXED DEPOSITS

During the year under consideration the Company has not accepted any fixed deposits from the public pursuant to the provisions of Section 58A of the Companies Act, 1956 and also has not accepted any deposit in past.

MANAGEMENT DISCUSSION AND ANALYSIS

Management''s Discussion and Analysis 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 this Report.

STATUTORY AUDITOR

The Auditors M/s. S G CO & Co., Chartered Accountants, (Firm Registration Number : 112081W) Mumbai who are statutory auditors of the company will hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the company for the financial year 2014-15. As required under the provisions of section 139 of the Companies Act, 2013 the company has obtained written confirmation from M/s. S G CO & Co., Chartered Accountants that their appointment , if made , would be in conformity with the limits specified in the said section.

AUDITOR REPORT

In the opinion of the Directors the notes to the accounts are self explanatory and adequately explain the matter, which are dealt with in the auditor report and thereof, need not require any further comments as per Companies Act, 2013.

COST AUDITORS AND COST AUDIT REPORT

Pursuant to the directives of the central government under the provision of section 233B of the companies Act, 2013 qualified cost auditors have been appointed to conduct cost audit relating to several product manufactured by the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/ OUTGO

A Statement giving details of conservation of energy ,technology absorption & foreign exchange earning and outgo, in accordance with the provision of the Companies (Disclsoure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed and marked as Annexure ''A'' and forms part of this Report.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, it is stated that there was no employees who were in receipt of remuneration exceeding ? 60 Lacs per annum or ? 5 Lacs per month during the period under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

i. in the preparation of the annual accounts, the applicable accounting standard had been followed.

ii. The Directors have followed appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state affairs of the Company as at March 31, 2014 and of the Profit for the year ended March 31, 2014.

iii. The Directors have taken proper and sufficient care to ensure 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, if any

iv The Directors have prepared annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company has complied with the requirements of clause 49 of the Listing Agreement regarding Corporate Governance. A report on the Corporate Governance practices and the Auditors certificate is annexed to this report.

QUALITY INITIATIVES

Your Company is committed to quality and reliability. The quality system of the Company provides an opportunity to compare performance with similar organizations world-over, to learn and share best practices and strengthen relationship with customers.

CASH FLOW ANALYSIS :

In conformity with the provisions of clause 32 of the Listing agreement the Cash Flow Statement for the year ended March 31, 2014 is annexed hereto.

APPRECIATION

Your Directors wish to express their grateful appreciation for the co-operation and assistance extended to the company by the financial institution, banks, various Central & State Government Departments, Customers and Suppliers and Employees during the year under review. The Directors thankfully acknowledge the continuous support and guidance of all the shareholders and more importantly, for the confidence reposed in the Company''s management.

For and on Behalf of the Board of Directors

Sd/- Sd/-

Place: Mumbai Mukesh Ruia Ravi Jogi Date : August 11, 2014 Chairman & Managing Director Whole-Time Director

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Mar 31, 2013

TO THE MEMBERS

The Directors take the pleasure in presenting the 22nd Annual Report of the Company together with the Audited Statements of Accounts for the Financial Year Ended on March 31, 2013.

FINANCIAL RESULTS

The Financial Performance of the Company for the Year Ended March 31, 2013. is summarized below:

(Rs. in Lacs)

Particulars 2012-13 2011-12

Operational Income 23979.74 21004.69

Profit/ (Loss) before Depreciation & Interest 2845.14 2125.43

Less: Interest & Financial Charges 1185.71 883.10

Less: Deprecation 995.67 597.10

Profit before tax for the year 663.76 645.23

Add/ (Less): Provision for Taxation

- Current 141.64 129.10

- Mat credit entitlement (141.64) (129.10)

- Deferred Tax Liabilities/ (Assets) 212.27 215.19

- For earlier years -

Profit/ (Loss) after Tax for the year 451.49 430.04

Prior Period Adjustment - 12.11

Balance carried to Balance Sheet 451.49 442.15

PERFORMANCE REVIEW

Your Company''s textiles operations have shown encouraging growth, both in the domestic and in the exports markets. Your Company believes that its scale of operations and integration across the textile chain will, in future, offer significant advantages in both cost and revenue.

During the year the Company has achieved the turnover of Rs. 23979.74 Lacs as compared to Rs. 21004.69 Lacs in the previous year which is 14.16% higher than the previous year. Profit after Tax was Rs. 451.49 Lacs in the current year as compared to Rs. 442.14 Lacs in the previous year which is 2.11% higher than the previous year.

EXPORTS

Your Company''s performance on export front has improved tremendously since the year 2008-09. This year being adverse global market conditions your Company has achieved export turnover of Rs. 2263.75 Lacs. Your Company making efforts to penetrate the new Customers and new International markets, including Argentina, Brazil, Egypt, Israel, Jordan, Kenya, Mexico, Morocco and Thailand etc.

DIVIDEND

The strength of the Company lies in identification, execution and successful implementation of business projects. To strengthen the long term prospectus and sustainable growth in assets and revenue, it is important for the company to evaluate various opportunities in the different business vertical in which Company operates.

The Board of Directors considers this to be in the strategic interest of the company and believe that this will greatly enhance the long term shareholder value. The Company expected better results for the coming year. In order to fund this development and implementation projects, conservation of fund is of vital importance. Therefore, your Directors have not recommended any dividend for the financial year 2012-2013.

DIRECTOR

Mr. Ravi Sanjay Jogi was appointed as an Additional Director of the Company w.e.f August 10, 2013, whose term of office expires at the ensuing Annual General Meeting of the Company and in respect of whom the Company has received a notice in writing under section 257 of the Companies Act, 1956 from members proposing there candidature for the office of the Directors be and are hereby appointed as Directors of the Company whose period of office will be liable to determination by retirement of directors by rotation".

Mr. Ravi Sanjay Jogi was appointed as the Whole-time Director of the Company for a period of 5 (Five years) w.e.f September 3, 2013 mainly to manage and control the functions of Company under the superintendence, control and directions of the Board of Directors (''the Board'') of the Company . His appointment and remuneration as Whole-time Director is subject to approval at the ensuing Annual General Meeting.

Mr. Sanjay Jogi was appointed as an Additional Director of the Company w.e.f September 3, 2013, whose term of office expires at the ensuing Annual General Meeting of the Company and in respect of whom the Company has received a notice in writing under section 257 of the Companies Act, 1956 from members proposing there candidature for the office of the Directors be and are hereby appointed as Directors of the Company whose period of office will be liable to determination by retirement of directors by rotation".

Resolution seeking your approval for the appointment of Mr. Ravi Sanjay Jogi as a Whole-Time Director and Mr. Sanjay Jogi as a Director, has been incorporated in the Notice of ensuing Annual General Meeting along with brief about them.

As per the Provision of the Companies Act, 1956 and in term of the Articles of Association of the Company, Mr. Rohit Sohanlal Chandgothia, Director of the Company retire by rotation and being eligible, offer himself for reappointment.

REGISTERED OFFICE

During the year your Company has passed the Special Resolution to shift its Registered Office from Express Zone,"A" Wing, Unit No.1102 & 1103, 11th Floor, Patel Vatika, Off Western Express Highway, Malad (E), Mumbai-400 097, Maharashtra India to Plot No. 185/1, Naroli Village, Near Kanadi Phatak, Dadra & Nagar Haveli - 396 235 (Union Territory) through the Postal Ballot Notice dated February 11, 2013, Postal Ballot Report given by the scrutinizer dated March 13, 2013 and Postal Ballot Result declare dated March 15, 2013. The Company is in process of complying and implementing the same.

SPLIT/SUB-DIVISION OF FACEVALUE OF EQUITY SHARES OF RS. 10/- EACHTO RE. 1/- EACH

During the year your Company has passed the Special Resolution for Sub-Division of 1 Equity Shares of Rs 10/- each to 10 Equity Shares of Re. 1/- each for which the Board has passed the Resolution dated January 31, 2013 and shareholders given approval through the Postal Ballot Notice dated February 11, 2013, Postal Ballot Report given by the scrutinizer dated March 13, 2013 and Postal Ballot Result declare dated March 15, 2013.

FIXED DEPOSITS

During the year under consideration the Company has not accepted any fixed deposits from the public pursuant to the provisions of Section 58A of the Companies Act, 1956 and also has not accepted any deposit in past.

MANAGEMENT DISCUSSION AND ANALYSIS

Management''s Discussion and Analysis 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.

STATUTORY AUDITOR

The Auditors M/s. Singrodia Goyal & Co., Chartered Accountants, Mumbai hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received a certificate from the proposed auditor to the effect that their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment.

AUDITOR REPORT

In the opinion of the Directors the notes to the accounts are self explanatory and adequately explain the matter, which are dealt with in the auditor report and thereof, need not require any further comments under section 217 of the Companies Act, 1956.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/ OUTGO

A Statement containing necessary information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in the Annexure forming part of this report.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, it is stated that there was no employees who were in receipt of remuneration exceeding Rs. 60 Lacs per annum or Rs. 5 Lacs per month during the period under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

i. in the preparation of the annual accounts, the applicable accounting standard had been followed.

ii. appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state affairs of the Company as at March 31, 2013 and of the Profit for the year ended March 31, 2013.

iii. proper and sufficient care has been taken 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.

iv. the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Your Company has complied with the requirements of clause 49 of the Listing Agreement regarding Corporate Governance. A report on the Corporate Governance practices and the Auditors certificate is given as an annexure to this report.

QUALITY INITIATIVES

Your Company is committed to quality and reliability. The quality system of the Company provides an opportunity to compare performance with similar organizations world-over, to learn and share best practices and strengthen relationship with customers.

APPRECIATION

Your Directors wish to express their grateful appreciation for the co-operation and assistance extended to the Company by the financial institution, banks, various Central & State Government Departments, Customers, Suppliers and Employees during the year under review. The Directors thankfully acknowledge the continuous support and guidance of all the shareholders and more importantly, for the confidence reposed in the Company''s management.

For and on Behalf of the Board of Directors Sd/- Sd/-

Place: Mumbai Mukesh Ruia Ramniranjan Ruia

Date : May 27, 2013 Managing Director Chairman

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Mar 31, 2010

The Directors take pleasure in presenting the 19th Annual Report of the Company together with the Audited Statements of Accounts for the Financial Year Ended on 31st March, 2010.

FINANCIAL RESULTS

The Financial Performance of the Company, for the Year Ended 31st March, 2010 is summarized below:

(Rs. In Lacs) Particulars 2009-10 2008-09

Operational 8937.301 7763.87

Profit/ (Loss) before Depreciation & 825.481 621.70

Less: Interest & Financial 260.411 247.99

Less: 218.081 195.15

Profit/ 346.991 178.55

Add/ (Less): Provision for Taxation 63.871 22.24

-Mat credit 9.901 30.36

-Deferred Tax Liabilities/ 72.121 60.68

-For earlier 0.131 1.04

-Fringe Benefit 0.45

Profit/ (Loss) after Tax for the 220.771 124.51

Prior Period (7.09)

Add: Balance brought forward from previous 271.861 160.22

Profit available for 492.631 277.65

Less: Proposed 9.901 4.95

Less: Corporate Dividend 1.641 0.84

Balance carried to Balance 481.091 271.86

PERFORMANCE REVIEW

Your Company''s textiles operations have shown encouraging growth, both in the domestic and in the exports markets. Your Company believes that its scale of operations and integration across the textile chain will, in future, offer significant advantages in both cost and revenue.

During the year the Company has achieved the turnover of Rs. 8937.30 Lacs as compared to Rs. 7763.87 Lacs in the previous year. Profit after Tax was Rs. 220.77 Lacs in the current year as compared to Rs.124.51 Lacs in the previous year.

DIVIDEND

The Company has proposed a Final Dividend at the rate of 6% on Paid-up Capital of the Company for the financial year 2009-10 against 3% in the previous year.

DIRECTOR''S

Mr. Sanjay Jogi was appointed as an Additional Directors of the Company at the Board Meeting held on 27th February, 2010, Mr. Debkumar Goswami, Mr. Sanjay Kumar Churiwala and Dr. Satish Chandra Kulhari were appointed as an Additional Directors of the Company at the Board Meeting held on 4th May, 2010, hold office till the ensuing Annual General Meeting.

Notice has been received from Members proposing appointment of Mr. Sanjay Jogi, Mr. Debkumar Goswami, Mr. Sanjay Kumar Churiwala and Dr. Satish Chandra Kulhari as a Director of the Company at the ensuring Annual General Meeting and all of them have consented for the same. The board recommends their appointment at the Ensuing Annual General Meeting.

Resolutions seeking your approval for the appointment of Mr. Sanjay Jogi, Mr. Debkumar Goswami, Mr. Sanjay Kumar Churiwala and Dr. Satish Chandra Kulhari have been incorporated in the Notice of the ensuing Annual General Meeting along with brief about them.

FIXED DEPOSITS

During the year under consideration the Company has not accepted any fixed deposits from the public pursuant to the provisions of Section 58A of the Companies Act, 1956 and as such no amount of principal or interest on account of fixed deposits is outstanding as on the date of balance sheet.

MANAGEMENT DISCUSSION AND ANALYSIS

Management''s Discussion and Analysis 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.

CORPORATE GOVERNANCE

Your Company has complied with the requirements of clause 49 of the Listing Agreement regarding Corporate Governance. A report on the Corporate Governance practices, the Auditors certificate on compliance of mandatory requirements thereof are given as an annexure to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, the Board of Directors of your Company confirms that:

1. In preparation of the annual accounts for the financial year ended March 31, 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

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

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

4. the directors have prepared the Annual Accounts for the financial year ended March 31, 2010 on a going concern basis.

STATUTORY AUDITOR''S

The Auditors M/s. Singrodia Goyal & Co., Chartered Accountants, Mumbai hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received a certificate from the proposed auditor to the effect that their appointment, if made, would be within the I prescribed limits under section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment.

AUDITOR''S REPORT

In the opinion of the Directors the notes to the accounts are self explanatory and adequately explain the matter, which are dealt with in I the auditor report and thereof, need not require any further comments under section 217 of the Companies Act, 1956 I

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/ OUTGO

A Statement containing necessary information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in the Annexure forming part of this report.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, it is stated that there was no employees who were in receipt of remuneration exceeding Rs. 24 Lacs per annum or Rs. 2 Lacs per month during the period under review.

COMPLIANCE CERTIFICATE

The Compliance Certificate for the year ended 31st March, 2010 pursuant to the provisions of Section 383A of the Companies Act, 1956 has been obtained from HS Associates, Practicing Company Secretaries.

HUMAN RESOURCES

Your Company believes that its human resources are its greatest wealth. This intellectual resource is integral to the Company''s ongoing operations and enables the Company to deliver superior performance year after year. Therefore, it is the endeavor of your Company to nurture and develop this wealth.

QUALITY INITIATIVES

Your Company is committed to quality and reliability. The quality system of the Company provides an opportunity to compare performance with similar organizations world-over, to learn and share best practices and strengthen relationship with customers.

APPRECIATION

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and co-operation extended to the Company by all valued Customers and Bankers.

Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts by the executives at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review.

For and on Behalf of the Board of Directors Sd/- Sd/-

Place : Mumbai Mukesh Ruia Ramniranjan Ruia

Date : 19th July, 2010 Managing Director Director