Directors Report of Subh Tex (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. Financial summary or highlights/Performance of the Company (Standalone)

The Board's Report shall be prepared based on the stand alone financial statements of the company.

Particulars 2014-2015 2013-14

Gross Income 308,45,000 2250,21,749

Profit/Loss Before Interest and

Depreciation (27,24,768) (4,80,187)

Net Profit Before Tax (27,24,768) (4,80,187)

Provision for Tax - 1,19,890

Net Profit After Tax (27,24,768) (6,00,077)

2. Brief description of the Company's working during the year/State of Company's affair

Currently, our company is engaged in the business of manufacturing fabric viz suiting & shirting for the domestic and international market. At the same time our Company is involved in trading of various textile products which are of high quality and also bulk trading.

3. Change in the nature of business, if any

There is no Change in the nature of Business.

The company got Listed on SME Platform on October 22, 2013.

4. Dividend

Due inadequate profit the Company has not declared dividend.

5. Share Capital

The Company has not allotted any shares during the year.

6. Directors and Key Managerial Personnel

Mr. Vinay Poddar (DIN: 00148171) Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment

Mr. Vinay Poddar (DIN: 00148171) was appointed as Managing director of the Company for a period of three years w.e.f. April 2, 2014 to April 1, 2017 on a remuneration of Rs.. 40,000/- (Rupees Forty thousand monthly).

Mr. Vinod Banasal (DIN: 01921383) was appointed as Independent Director of the Company for a period of Five years w.e.f. September 29,2014.

During the year Mrs. Sheela Kadechkaras (DIN:06862410)who was appointed as Additional Director of the Company with effect from June 30,2015 to hold office upto the date of forthcoming Annual General Meeting. Being eligible, Ms. Sheela Kadechkara(DIN:06862410) offered herself to be appointed as the Independent Director of the company.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years, but shall be eligible for reappointment on passing of a special resolution by the Company and shall not be liable to retire by rotation. All other Directors, except the Managing Director, will retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-election. The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013.

Mr.Santosh Saraf (DIN: 02037477) has resigned as Director of the Company w.e.f. 02st April, 2014.

Mrs. Shraddha Gupta (DIN: 06391521) has resigned as Director of the Company w.e.f. 02nd Feb, 2015.

Mr. Abhijeet Mittal (DIN: 06384118 ) has resigned as Director of the Company w.e.f 30th June, 2015

During the year, Mr. Jitendra Tiwari who had resigned on 02nd April, 2014.

Also, Mr. Vinay Poddar (DIN: 00148171) has been appointed as Chief Executive Officer.

7. Report On Corporate Governance

As per SEBI's Circular No.-CIR/CFD/Policy Cell/7/2014 dated 15th September 2014, the provisions of Clause 49 of the Listing Agreement are not mandatory, hence no such report is required for the Company.

8. Particulars of Employees

As required under the provision of Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Company is not given, as there were no employees drawing remuneration beyond the prescribed limit under the above referred provisions.

9. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

10. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. (Annexure III)

B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

C) Any director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board's Report.

D) The following disclosures shall be mentioned in the Board of Director's report under the heading "Corporate Governance", if any, attached to the financial statement:—

(i) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors;

(ii) Details of fixed component and performance linked incentives along with the performance criteria;

(iii) Service contracts, notice period, severance fees;

(iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.

11. Auditors:

The Auditors, M/s Jain Anil & Associates, Chartered Accountants, appointed as Statutory Auditor at the last Annual General Meeting held on 20th September, 2014 for a term of five consecutive years i.e. 2014-2015, 2015- 16, 2016-17, 2017-18 and 2018-19. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

Pursuant to Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014, the aforesaid appointment needs to be ratified by the members at the forthcoming Annual General Meeting. Accordingly, on recommendation of the Audit Committee, the Board of Directors recommends to the shareholders ratification of appointment of M/s Jain Anil & Associates, Chartered Accountants, as the Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the Annual General Meeting to be held for the financial year 2018-19.

A certificate from M/s Jain Anil & Associates., Chartered Accountants that their appointment is within the prescribed limits under Section 141 of the Companies Act, 2013 has been obtained.

The observations and comments given in the report of the Auditors read together with notes to accounts are self-explanatory and hence do not call for any further information and explanation or comments under Section 134(3)(f) of the Companies Act, 2013. The report does not contain any qualification, reservation or adverse remark or disclaimer.

12.Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under M/s Vijay Oganiya & Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Form No. MR-3 to this report. The report is self-explanatory and do not call for any further comments.

13.Internal Audit & Controls

The Company continues to engage M/s Himank Desai & Co. as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations

14. Policy:

During the year the Company Formulated and Adopted Codes under Sebi [Prohibition Of Insider Trading) Regulations, 2015, Whistle Blower Policy/ Vigil Mechanism, Risk Management Policy and also formulated and adopted Code of Independent directors and Code of for Board and Senior Management.

1 Board of Directors:

Category No. of directors

Non-Executive & Independent 2 Directors including the Chairman

Executive Director 1 [CEO & Managing Director)

Total 3

The Chairman of the Board is an Executive Director.

As required under Section 149[3) of the Companies Act, 2013, & Clause 49(11) (A) (l)of Listing Agreement, Mrs. Sheela Kadechkaras (DIN:06862410), a Woman Director, has been appointed as an Independent Director on the Board.

Name of Director Date of Date of Category Resignation Appointment

Mr. VINAY PODDAR - 02/04/2014 Managing director (DIN: 00148171) /CEO/CF0

MR.VIN0D - 20/11/2012 Independent Director JAGMOHAN BANSAL (DIN: 01921383)

MRS.SHEELA - 30/06/2015 Independent Director SOMNATH KADECHKAR(DIN: 06862410)

MR. ABHIJEET 30/06/2015 18/06/2014 Independent Director MITTAL(DIN: 06384118)

Mrs. Shradha Gupta 01/02/2015 20/11/2012 Independent Director (DIN: 06391521)

Name of Director No.of Committee(s) position Directorship (s) held in Indian public & private Member Chairman Limited Companies

Mr. VINAY PODDAR 1 1 - (DIN: 00148171)

MR.VIN0D 1 - - JAGMOHAN BANSAL (DIN: 01921383)

MRS.SHEELA 2 1 - SOMNATH KADECHKAR(DIN: 06862410)

MR. ABHIJEET - MITTAL(DIN: 06384118)

Mrs. Shradha Gupta (DIN: 06391521)

Board Meetings held during the year

Dates on which the Board Total Strength No. of Directors Meetings were held of the Board Present

April 02,2014 3 3

MAY 14, 2014 3 3

AUGUST 16th, 2014 3 3

SEPTEMBER 05th, 2014 3 3

November 15th, , 2014 3 3

FEBRUARY 01th 2015 3 3

Name of Director Attendance at the Board Meetings held on

02/04/2014 14/05/2014 16/08/2014 05/09/2014

Mr. VINAY P P P P PODDAR (DIN:00148171)

MR. VINOD P P P P JAGMOHAN BANSAL (DIN:01921383)

MR.ABHIJEET P P P P MITTAL(DIN: 06384118)

Mrs. Shradha P P P P Gupta (DIN: 06391521)

Name of Director Attendance at the Board Attendance at Meetings held on the AGM held on 29th September 14 15/11/2014 01/02/2015

Mr. VINAY P P P PODDAR (DIN:00148171)

MR. VINOD P P P JAGMOHAN BANSAL (DIN:01921383)

MR.ABHIJEET P P P MITTAL(DIN: 06384118)

Mrs. Shradha P P P Gupta (DIN: 06391521)

COMMITTEES OF THE BOARD.

(a) Audit Committee (mandatory committee)

The composition of the Audit Committee as at March 31, 2015 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director Category Attendance at the Board Meetings held on

14/05/2014 16/08/2014

Mr. VINAY Executive P P PODDAR and Non- (DIN: 00148171) Independent

MR. VINOD Non-executive P P JAGMOHAN and Independent BANSAL (DIN: 01921383)

MR ABHIJEET Non- executive P P MITTAL(DIN: and Independent 06384118) Independent

Name of Director Attendance at the Board Meetings held on

14/02/2015 - - -

Mr. VINAY P - - 2 PODDAR (DIN: 00148171)

MR. VINOD P - - 2 JAGMOHAN BANSAL (DIN: 01921383)

MR ABHIJEET P - - 2 MITTAL(DIN: 06384118)

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. Some of the important functions performed by the Committee are:

(b) Remuneration Committee

The composition of the Remuneration Committee as at March 31, 2015 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director Category Attendance at the Board Meetings held on

05/09/2014 01/02/2015

Mr. VINAY PODDAR Executive P P (DIN: 00148171) and Non- Independent

MR. VINOD Non- P P JAGMOHAN BANSAL executive (DIN: 01921383) and Independent

MR. ABHIJEET Non- P P MITTAL(DIN: executive 06384118) and Non- Independent

Name of Director Attendance at the Board Meetings held on

- - - -

Mr. VINAY PODDAR - - - - (DIN: 00148171)

MR. VINOD - - - - JAGMOHAN BANSAL (DIN: 01921383)

MR. ABHIJEET - - - - MITTAL(DIN: 06384118)

(d) Stakeholders' Relationship Committee (mandatory committee) f

In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing j Agreement, the Board has renamed the existing "Shareholders'/lnvestors' Grievance Committee" as ; the "Stakeholders' Relationship Committee".

The terms of reference of the Committee are:

Name of Director Category Attendance at the Board Meetings held on

05/09/2014 28/11/2014

Mrs. Shradha Executive P P Gupta and Non- (DIN: 06391521) Independent

MR. VINOD Non- P P JAGMOHAN executive BANSAL and (DIN:01921383) Independent

MR. ABHIJEET Non- P P MITTALfDIN: executive 06384118) and Non- Independent

Name of Director Attendance at the Board Meetings held on

01/02/2015 - - -

Mrs. Shradha P Gupta (DIN: 06391521)

MR. VINOD P JAGMOHAN BANSAL (DIN:01921383)

MR. ABHIJEET P MITTALfDIN: 06384118)

During the year, no complaints were received from shareholders. The balance complaints were under various stages of investigation. As on March 31, 2015, no investor grievance has remained unattended/ pending for more than thirty days..

Independent Directors' Meeting

During the year under review, the Independent Directors met on March 31, 2015, inter alia, to discuss:

* Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.

* Evaluation of the performance of the chairman of the Company, taking into account

* Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

* All the Independent Directors were present at the Meeting.

TERMS OF APPOINTMENT & REMUNERATION - CEO & MD

Mr. Vinay Poddar (DIN: 00148171]

Period of Appointment 3 years w.e.f. April 02, 2014 to April 01, 2017

Salary Grade 2,40,000/-

Allowances -

Perquisites

Retrial Benefits -

Performance Bonus

Sign-on Amount -

Deferred Bonus

Minimum Remuneration -

Notice Period & Severance Fees -

Other -

15. Extract of annual return:

As required pursuant to section 92(3] of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I.

16. General Body Meetings

Particulars of last three Annual general meetings :

Year ended 31st Venue Date Time March,

2014 At the 29/09/2014 11.00 a.m. Registered Office

2013 At the 30/09/2013 11.00 a.m. Registered Office

2012 Atthe 29/09/2012 11.00 a.m. Registered Office

Year ended 31st Special Resolutions Passed March,

2014 -

2013 -

2012 -

17. Extraordinary General Meeting (EGM)

No Extraordinary General Meeting held during the Financial Year 2014-2015

18. During the year under review, no resolution has been passed through the exercise of postal ballot.

E-Voting Facility to members

Exempt as the Company is SME Listed.

19. Material changes and commitments, if any, affecting the financial position 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 the report

No Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

20. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

21.Deposits

The details relating to deposits, covered under Chapter V of the Act,

(a) accepted during the year-NIL

(b) remained unpaid or unclaimed as at the end of the year-NIL

(c) whether there has been any default in repayment of deposits or payment of interest thereon during : the year and if so, number of such cases and the total amount involved-NIL

22. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto shall be disclosed in Form No. AOC-2. As Annexure II to the Board Report.

23.STATUTORY DISCLOSURES

In terms of the provisions of Section 217 [2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. However, as per the provisions of Section 219 (b) (iv) of the said Act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

24. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy

(i) the steps taken or impact on conservation of NIL energy

(ii) the steps taken by the company for utilizing NIL alternate sources of energy

(iii) the capital investment on energy conservation NIL equipment's

(b) Technology absorption

(i) the efforts made towards technology absorption NIL

(ii] the benefits derived like product improvement, NIL cost reduction, product development or import substitution

(iii] in case of imported technology (imported during NIL the last three years reckoned from the beginning of the financial year]-

(a] the details of technology imported. NIL

(b] the year of import; NIL

(c)whether the technology been fully absorbed NIL

(d) if not fully absorbed, areas where absorption NIL has not taken place, and the reasons thereof

(iv) the expenditure incurred on Research and NIL Development

25. Human Resources

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

26. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c] of sub-section (3] of Section 134 of the Companies Act, 2013, shall state that—

(a] in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(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.

27.LISTING WITH STOCK EXCHANGES:

The Company got Listed on 22st October, 2013 on SME Platform of BSE . The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

28. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors of Subhtex (India) Limited

Registered Office: Mr. Vinay Poddar Mrs. Sheela Kadechkar 18, SURTI CHAMBERS, Managing Director Director 2ND DHOBI TALAO LANE., (DIN: 00148171) (DIN: 06862410) MUMBAI - 400 002

(PLACE):Mumbai (DATE)-.August 24th, 2015