Directors Report of Super Tex Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present herewith the twenty-ninth Annual Report together with the audited statement of accounts of your Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

Year ended Year ended 31.03.2015 31.03.2014 Rs. in lacs Rs. in lacs

Turnover 7,339.10 6,533.85

Other Income 84.23 60.50

Income from Operation / Profit before Interest and Depreciation 282.37 201.15

Interest 130.74 56.58

Profit before Depreciation 151.63 144.57

Depreciation 30.41 38.60

Profit Before Tax 121.22 105.97

Deferred Tax (43.20) (92.82)

Profit After Tax and before exceptional items 78.03 13.15

Exceptional Items (1.18) (29.82)

Profit / Loss for the year 76.85 (16.67)

In order to meet the growing funding requirements of the Company it has been decided to retain profits of the business in the Company, as such your directors have not recommended any dividend for the year under report.

WORKING

The production improved during the year by 9% and was higher at 4362 M.T. as against 4014 M.T. last year. The turnover was higher by 12.32% at Rs. 7339.10 lacs as against Rs. 6533.85 lacs. This is due to the rise in exports which constitute 54 % of total sales made during the year and exports are made on CIF basis sans duties and taxes. The company has also continued to manufacture nylon yarns under its agreement for processing speciality yarns. The processing charges increased by 21% from Rs 79 lacs last year to Rs. 95.31 lacs. The Company has modified some of its machinery and enhanced its capacity to facilitate manufacture of newer products. The export turnover was higher at Rs. 3958.52 lacs as against Rs. 3911.11 lacs last year.

The profits before taxation increased to Rs. 121.22 lacs as against Rs 105.97 lacs in the past year. The Company had upgraded many of its production facilities, improved capacity utilization and used better marketing strategies which improved the overall performance of the Company during the year. The management is working hard to improve the capacity utilization further. The draw warping and sizing activity remained on a low key as the margins remained under pressure due to lack of demand in the segment in the domestic market. The prices remained volatile during the year due to the fluctuation in the crude oil prices. The Company is expecting to augment its capacity to balance its existing capacity and meet, domestic as well as the exports market requirement.

EXPORTS

The company continued exports of its products and it has exported about 54 % of the total sales during the year. The Company expects to explore other global markets owing to positive response from international customers. The products are well received by the market.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

No company has become/ceased to be a joint venture partner or associate of the Company during the financial year 2014-15.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure I to this Report.

Mr. S. K. Mishra, Director of the Company retires by rotation and being eligible offers himself for reappointment at this Annual General Meeting. The Board of Directors has recommended his reappointment for consideration of the shareholders.

Mrs. Meeta Shingala was appointed as an Additional Director of the Company on 10th February, 2015 and holds office upto the date of the ensuing Annual General Meeting. Her appointment as an Independent Director is proposed for a term of 5 years. The Company has received a Notice as per the Provisions of the Section 160(1) of the Companies Act, 2013, from a member of the Company sponsoring her candidature as a Director of the Company. The Board of Directors recommends her appointment.

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

KEY MANAGERIAL PERSON

During the year under review, the company has appointed Ms. Vaishali Naik as Company Secretary of the company.

BOARD EVALUATION

In compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board was carried out during the year under review. The Board of Directors expressed their satisfaction with the evaluation process.

MEETINGS

During the year four Board Meetings, four Audit Committee Meetings, One Stakeholders Relationship Committee Meeting, One Nomination and Remuneration Committee Meeting and One Independent Directors Meeting were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges the company has established a vigil mechanism which may be called "Whistle Blower Policy" for employees and Directors to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct. More details on the same are given in the Corporate Governance Report.

REMUNERATION POLICY

The company follows a policy on remuneration of Directors and Senior Management employees. The Policy is approved by the Nomination & Remuneration Committee and the Board. The Remuneration Policy is stated in the Corporate Governance Report.

FIXED DEPOSITS

The outstanding amount of Deposits with your Company was Nil. During the year your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

The Policy on dealing with related party transactions as approved by the Board may be accessed on the Company's website. Your Directors draw attention of the members to Note 29 to the financial statement which sets out related party disclosures.

RISK MANAGEMENT

Business risk evaluation and management is an ongoing process within the company. The assessment is periodically examined by the Board.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement with the Stock Exchange. A Report on Corporate Governance is hereto annexed.

INTERNAL FINANCIAL CONTROL

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

PARTICULARS OF EMPLOYEES

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

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

Non-Executive Directors Ratio to median remuneration

Mr. S. S. Mishra 0.19

Mr. G. R.Toshniwal 0.21

Mr. M. A. Sharma 0.18

Mr. P. R.Kapadia 0.21

Mrs. Meeta Shingala* -

Executive Directors

Mr. R. K. Mishra, Managing Director 17.40

Mr. S. K. Mishra, Director-Finance 13.21

*Appointed w.e.f. 10th February, 2015, since this information is for part of the year, the same is not comparable.

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

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

Non-executive directors

Mr. S. S. Mishra 33.33

Mr. G. R.Toshniwal 33.33

Mr. M. A. Sharma 33.33

Mr. P. R. Kapadia 33.33

Mrs. Meeta Shingala* -

Executive Directors

Mr. R. K. Mishra, Managing Director 4.09

Mr. S. K. Mishra, Director-Finance 4.54

Ms. Vaishali Naik**, Company Secretary -

*Appointed w.e.f. 10th February, 2015, since this information is for part of the year, the same is not comparable. **Appointed w.e.f. 1st November, 2014, since this information is for part of the year, the same is not comparable.

c. The percentage increase in the median remuneration of employees in the financial year: 54 %

d. The number of permanent employees on the rolls of Company: 48

e. The explanation on the relationship between average increase in remuneration and Company performance: On an average, employees received an annual increase of 45%. The individual increments are based on individual performance.

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

Aggregate remuneration of key managerial personnel (KMP) in FY 14-15 (Rs. in lakhs) 27.25

Revenue (Rs. in lakhs) 7339.10

Remuneration of KMPs (as % of revenue) 0.37

Profit before Tax (PBT) (Rs. in lakhs) 121.22

Remuneration of KMP (as % of PBT) 22.47

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

Particulars March 31,2015 March 31,2014

Market Capitalisation 232.50 192.80 ( Rs. In lakhs)

Price Earnings Ratio 3.01 -*

Particulars % Change

Market Capitalisation 20.59 ( Rs. In lakhs)

Price Earnings Ratio -

*As on 31st March, 2014, EPS was negative.

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer [In the year 1993 at Rs. 20/- per share (inclusive of premium of Rs. 10/- per share)]: (-) 89.75 %

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

- Average increase in the remuneration of all employees excluding KMPs: 45%

- Average increase in the remuneration of KMPs: 4 %

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

Mr. R.K.Mishra, Mr. S.K.Mishra, Managing Director Director-Finance

Remuneration in FY 14-15 15.49 11.76 (Rs. in lakhs)

Revenue (Rs. in lakhs) 7339.10

Remuneration as % of Revenue 0.21 0.16

Profit before Tax (PBT) 121.22 (Rs. in lakhs)

Remuneration (as % of PBT) 12.77 9.70



Ms. Vaishali Naik, Company Secretary*

Remuneration in FY 14-15 (Rs. in lakhs) 1.20

Revenue (Rs. in lakhs)

Remuneration as % of Revenue -

Profit before Tax (PBT) (Rs. in lakhs)

Remuneration (as % of PBT) -

'Appointed w.e.f. 1st November, 2014, since this information is for part of the year, the same is not comparable.

k. The key parameters for any variable component of remuneration availed by the directors:

There is no variable component of remuneration to the Directors.

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

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

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

n. The information required pursuant to Section 197 read with Rule, 5 (2) and rule 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

a) Employed throughout the year- Nil

b) Employed for part of the year- Nil

AUDITORS

The auditors M/s. M.B. Agrawal & Co., and M/s. N.G. Thakrar & Co., retire at the conclusion of the ensuing Annual General Meeting. They have furnished certificates of their eligibility for re-appointment.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board has appointed M/s Vikas R. Chomal & Associates, Practicing Company Secretary, Mumbai to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-15. The report of the Secretarial Auditor is annexed to this report as Annexure - II.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to 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 of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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;

(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 and;

(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.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Particulars with respect to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors' Report for the year ended 31st March, 2015 are annexed to this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As required under the Listing Agreement, Management Discussion & Analysis Report is attached and forms a part of this Report.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the contribution made by the executives, officers and workmen of the Company during the year. The Board also acknowledges with thanks the support, co-operation and assistance given by the Bank.

For and on behalf of the Board,

S. S. Mishra Chairman Mumbai, 30th May, 2015

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Mar 31, 2014

Dear Members,

The Directors are pleased to present herewith the twenty-eighth Annual Report together with the audited statement of accounts of your Company for the year ended 31st March, 2014.

Financial Results

Year Ended Year Ended 31.03.2014 31.03.2013 Rs. in lacs Rs. in lacs

Turnover 6,533.85 7,150.15 Other Income 60.50 75.34

Income from Operation / Profit before Interest and Depreciation 201.15 195.03

Interest 56.58 35.79

Profit before Depreciation 144.57 159.24

Depreciation 38.60 77.06

Profit Before Tax 105.97 82.18

Deferred Tax (92.82) (53.19)

Profit After Tax and before exceptional items 13.15 28.99

Loss on sale of Fixed Assets (29.82) -

Profit / Loss for the year (16.67) 28.99

Due to unavailability of distributable profits your directors are unable to recommended any dividend for the year under report. Working

The production improved by an appreciable 63 % during the year. The turnover reflects a reduction of 8.62 % at Rs. 6533.85 lacs as against Rs. 7150.15 lacs, although the production was higher at 4014 M.T. as against 2476 M.T. last year. This is due to the rise in exports which now constitute 60 % of total sales made during the year and exports are made on CIF basis sans duties and taxes. The company has also continued to manufacture nylon yarns under its agreement for processing speciality yarns. The processing charges increased by 25% from Rs 63 lacs last year to Rs 79 lacs. The Company has modified and enhanced its capacity to facilitate manufacture of newer products. The export turnover was higher at Rs. 3911.11 lacs as against Rs. 1073.31 lacs.

The profits before taxation increased to Rs. 105.97 lacs as against Rs 82.18 lacs in the past year. The Company had upgraded many of its production facilities, improved capacity utilization and used better marketing strategies which improved the overall performance of the Company during the year. The management is working hard to improve the capacity utilization further. The draw warping and sizing activity remained on a low key as the margins remained under pressure due to lack of demand in the segment in the domestic market. The prices remained volatile during the year depending on the prices of the raw material. The Company is expecting to augment its capacity to balance its existing capacity and meet the market requirements, domestic as well as the exports market.

Exports

The company continued exports of its products and it has exported about 60 % of the total sales during the year. The current year performance has marked an exponential improvement over the previous years. The Company expects to explore other global markets owing to positive response from international customers. The products are well received by the market.

Directors

Shri S. S. Mishra, Director of the Company retires by rotation and being eligible offers himself for reappointment at this annual general meeting. The Board of Directors have recommended his reappointment for consideration of the shareholders.

In terms of the provisions of Section 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on your Board of Directors of the Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Shri G. R. Toshniwal, Shri. M. A. Sharma and Shri. P. R. Kapadia as Independent Directors for a term of five (5) consecutive years upto 31 March 2019. Details of the proposal for appointment of Shri G. R. Toshniwal, Shri. M.A.Sharma and Shri. P. R. Kapadia are enumerated in the Explanatory Statement of the notice convening the 28th Annual General Meeting of the Company.

Auditors

The auditors M/s. M. B. Agrawal & Co., and M/s. N. G. Thakrar & Co., retire at the conclusion of the ensuing Annual General Meeting. They have furnished certificates of their eligibility for re-appointment.

Corporate Governance

Your Company attaches considerable significance to compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement with the Stock Exchange. A Report on Corporate Governance is hereto annexed. Industrial relations

The Company''s industrial relations have been satisfactory and cordial.

Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i) that in the preparation of the annual accounts for the year ended March 31,2014 the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any ;

ii) that such accounting policies have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2014 and of the Profit of the Company for the year ended on that date ;

iii) that 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) that the accounts have been prepared on a going concern basis.

Energy conservation, technology absorption and foreign exchange earnings and outgo

The Particulars with respect to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors'' Report for the year ended 31st March, 2014 are annexed to this report.

Particulars of Employees (Section 217(2A) of the Companies Act, 1956)

The Company had no employee who was in receipt of remuneration during the year under report, which in the aggregate was equal to or more than such sum as is prescribed under Section 217(2A) of the Companies Act, 1956.

Listing with Stock Exchanges

The Company continues to remain listed with The Bombay Stock Exchange, Mumbai.

Acknowledgement

The Directors wish to place on record their appreciation of the contribution made by the executives, officers and workmen of the Company during the year. The Board also acknowledges with thanks the support, co-operation and assistance given by the Bank.

For and on behalf of the Board,

S.S. Mishra Chairman

Mumbai, 30th May, 2014

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Mar 31, 2013

The Directors are pleased to present herewith the twenty-seventh Annual Report together with the audited statement of accounts of your Company for the year ended 31st March, 2013.

Financial Results

Year ended Year ended 31.03.2013 31.03.2012 Rs.in lacs Rs.in lacs

Turnover :: 7,150.15 5,076.81

Other Income :: 75.34 87.38

Income from Operation / Profit before Interest and Depreciation :: 195.03 247.76

Interest :: 35.79 26.22

Profit before Depreciation :: 159.24 221.54

Depreciation :: 77.06 102.16

Profit Before Tax :: 82.18 119.38

Deferred Tax :: (53.19) (10.46)

Profit After Tax :: 28.99 108.92

In order to meet the growing funding requirements of the Company it has been decided to retain profits of the business in the Company, as such your directors have not recommended any dividend for the year under report.

Working

The production improved during the year and was higher by about 14% at 2,476 M.T. as against 2,182 M.T. last year. The turnover was higher by 41% at Rs. 7,150 lacs as against Rs. 5,077 lacs. The Company has continued to manufacture under its agreement for processing speciality yarns for a large reputed spinner. The processing charges were lower by 57% from Rs 146 lacs last year to Rs 63 lacs. The Company has modified and enhanced its capacity to facilitate manufacture of newer products. The export turnover was higher at Rs. 908.23 lacs as against Rs. 123.70 lacs.

The profits declined at Rs. 82 lacs as against Rs 119 lacs in the past year. The Company had upgraded many of its production facilities, improved capacity utilization and used better marketing strategies which improved the overall performance of the Company during the year. The management is working hard to improve the capacity utilization further. The draw warping and sizing activity remained steady although the margins remained under pressure due to the global scenario which imposed itself over the domestic markets also. The prices remained volatile during the year depending on the prices of the raw material.The Company is expecting to augment its capacity to meet the encouraging demand of domestic as well as the exports market.

Exports

The Company has resumed exports of its products and it has exported about 13 % of the total sales during the year. The current year performance is a marked improvement over the past year and the Company expects to export a much higher percentage of its products to the international market. The products are well received by the market and the management has worked out a medium to long term tie-up for manufacture of the same.

Directors

Shri S. K. Mishra and Shri P. R. Kapadia, Directors of the Company retire by rotation and being eligible offer themselves for re-appointment.

Auditors

The auditors M/s. M.B. Agrawal & Co., and M/s. N.G. Thakrar & Co., retire at the conclusion of the ensuing Annual General Meeting. They have furnished certificates of their eligibility for re-appointment.

Cost Auditors

The Cost Account records maintained by the Company are subject to yearly audit by the qualified Auditors. Your Company has re-appointed M/s. Talati & Associates, Cost Auditors for conducting the audit of such records for the financial year 2013- 2014.

Corporate Governance

Your Company attaches considerable significance to compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement with the Stock Exchange. A Report on Corporate Governance is hereto annexed.

Industrial relations

The Company''s industrial relations have been satisfactory and cordial.

Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

xi) that in the preparation of the annual accounts for the year ended March 31, 2013 the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any ;

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

iii) that 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) that the accounts have been prepared on a going concern basis.

Energy conservation, technology absorption and foreign exchange earnings and outgo

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

Particulars of Employees (Section 217(2A) of the Companies Act, 1956)

The Company had no employee who was in receipt of remuneration during the year under report, which in the aggregate was equal to or more than such sum as is prescribed under Section 217(2A) of the Companies Act, 1956.

Listing with Stock Exchanges

The Company continues to remain listed with The Bombay Stock Exchange, Mumbai.

Acknowledgement

The Directors wish to place on record their appreciation of the contribution made by the executives, officers and workmen of the Company during the year. The Board also acknowledges with thanks the support, co-operation and assistance given by the Bank.

For and on behalf of the Board,

S.S. Mishra

Chairman

Mumbai, 31st May, 2013

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Mar 31, 2012

Dear Members,

The Directors are pleased to present herewith the twenty-sixth Annual Report together with the audited statement of accounts of your Company for the year ended 31st March, 2012.

Financial Results

Year ended Year ended 31.03.2012 31.03.2011 Rs in lacs Rs in lacs

Turnover 5,073.42 4,099.81

Other Income 82.65 42.49

Income from Operation 239.64 174.68

Profit on sale of

Fixed Assets (net) 8.12 9.09

Profit before Interest and Depreciation 247.76 183.77

Interest 26.22 22.36

Profit before Depreciation 221.54 161.41

Depreciation 102.16 100.48 Profit Before Tax 119.38 60.93

Deferred Tax (10.46) (55.19)

Profit After Tax 108.92 5.74

In order to maintain the profits of the business of the company and to meet the growing funding requirements, your Directors have not recommended any dividend for the year under report.

Working

The production improved during the year and was higher by 5.90% at 2,333 M.T. as against 2,203 M.T. last year. The turnover was higher by 23.73% at Rs. 5,073 lacs as against Rs. 4,100 lacs. The company has continued to manufacture under its agreement for processing specialty yarns for a large reputed spinner. The processing charges went up by 52% from Rs. 96 lacs last year to Rs. 146 lacs. The Company has modified and enhanced its capacity to facilitate manufacture of newer products.

The profits improved at Rs. 119 lacs as against Rs. 61 lacs in the past year. The Company had upgraded many of its production facilities, improved capacity utilization and used better marketing strategies which improved the overall performance of the Company during the year. The management is working hard to improve the capacity utilization further.

The draw warping and sizing activity remained steady although the margins remained under pressure due to the global scenario which imposed itself over the domestic markets also. The prices remained volatile during the year depending on the prices of the raw material. The Company is expecting to augment its capacity to meet the encouraging demand of domestic as well as the exports market.

Exports

The company has resumed exports of its products and it has exported about 2.5% of the total sales during the year. The current year performance is a marked improvement over the past year and the Company expects to export a much higher percentage of its products to the international market. The products are well received by the market and the management has worked out a medium to long term tie-up for manufacture of the same.

Directors

Shri Ganesh Toshniwal, Director of the Company retires by rotation and being eligible offer himself for reappointment. Auditors

The auditors M/s. M.B. Agrawal & Co., and M/s. N.G. Thakrar & Co., retire at the conclusion of the ensuing Annual General Meeting. They have furnished certificates of their eligibility for re-appointment.

Cost Auditors

The Cost Account records maintained by the Company are subject to yearly audit by the qualified Auditors. Your Company has re-appointed M/s. Talati & Associates, Cost Auditors for conducting the audit of such records for the financial year 2012- 2013.

Corporate Governance

Your Company attaches considerable significance to compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement with the Stock Exchange. A Report on Corporate Governance is hereto annexed.

Industrial relations

The Company's industrial relations have been satisfactory and cordial.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i) that in the preparation of the annual accounts for the year ended March 31, 2012 the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any ;

ii) that such accounting policies have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the Profit of the Company for the year ended on that date ;

iii) that 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) that the accounts have been prepared on a going concern basis.

Particulars of Employees (Section 217(2A) of the Companies Act, 1956)

The Company had no employee who was in receipt of remuneration during the year under report, which in the aggregate was equal to or more than such sum as is prescribed under Section 217(2A) of the Companies Act, 1956.

Section 217(1)(e) of the Companies Act, 1956.

As required under 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, the relevant information is given below :

A) Conservation of Energy

The Company is engaged in the process of energy conservation continuously through improved operational and maintenance practices.

a) Energy conservation measures taken :

i) Optimisation of air compressors for low pressure applications.

ii) Limiting the use of air-conditioning in the plants to need based minimum.

iii) The Company ensures minimal power consumption at its plant by constantly maintaining the power factor within the specified limits. The power factor has been improved by installing necessary capacitors, thereby reducing energy losses.

b) Additional Investment and proposals, if any, being implemented for conservation of Energy :

i) Further optimisation of air compressors for low pressure applications.

c) Impact of measures at a) and b) above for reduction of energy consumption and on the cost of production of goods :

The above measures have resulted in reduction in consumption of electricity with consequent reduction in the cost of production.

B) Technology Absorption

a) Research and Development (R & D)

i) Specific areas in which R & D is carried out by the Company :

1) Development and indigenization of spares through local vendors.

2) Productivity enhancement of existing machines.

3) Development of new products.

ii) Benefits derived as a result of the above R & D :

1) Reduction in operating and maintenance cost.

2) Reducing machine downtime.

3) Improvement in quality, customer satisfaction and enlargement of market base.

iii) Future Plan of Action :

1) Further productivity enhancement of all machines and indigenization of spare parts.

iv) Expenditure on R & D : Nil

b) Technology Absorption, Adaptation and Innovation

i) Efforts in brief, made towards technology absorption, adaptation and innovation

1) Adoption of suitable technology for various processes including specialty yarn.

ii) Benefits derived as a result of above efforts :

1) New product development.

2) Improved quality of products.

iii) Future Plan of Action :

1) Continue to better the technology adopted.

iv) Information regarding imported technology :

(Imported during the last 5 years from the beginning of the financial year) : Nil

Listing with Stock Exchanges

The Company continues to remain listed with The Bombay Stock Exchange, Mumbai.

Acknowledgement

The Directors wish to place on record their appreciation of the contribution made by the executives, officers and workmen of the Company during the year. The Board also acknowledges with thanks the support, co-operation and assistance given by the Bank.

For and on behalf of the Board,

S.S. mishra Chairman

Mumbai, 31st May, 2012

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Mar 31, 2011

Dear Members,

The Directors are pleased to present herewith the twenty-fifth Annual Report together with the audited statement of accounts of your Company for the year ended 31st March, 2011.

Financial Results

Year ended Year ended

31.03.2011 31.03.2010

Rs.in lacs Rs.in lacs

Turnover 4,099.81 4,845.09

Income from Operations 174.19 149.88

Profit on sale of Fixed Assets (net) 9.09 -

Profit before Interest and Depreciation 183.28 149.88

Interest 21.87 22.98

Profit before Depreciation 161.41 126.90

Depreciation 100.48 107.07

Profit Before Tax 60.93 19.83

Deferred Tax (55.19) 48.27

Profit After Tax 5.74 68.10

Loss brought forward (424.45) (492.55)

Loss carried forward (418.71) (424.45)

The directors regret their inability to recommend any dividend on account of inadequacy of profits.

Working

The production improved during the year and was higher by 12.50 % at 2,201 M.T. as against 1,956 M.T. last year. The turnover was lower at Rs 4,100 lacs as against Rs 4,845 lacs as the Company entered into an agreement for processing speciality yarns for a large reputed spinner, consequently, the processing charges went up from Rs 10 lacs last year to Rs 96 lacs. This also exposed the Company to newer products which are being manufactured by very few in the market. The products were well received by the market and the management has worked out a medium to long term tie-up for manufacture of the same.

The profits improved at Rs 61 lacs as against Rs 20 lacs in the year ago. The Company had upgraded its facilities for manufacture of yarn in its units and this improved the overall performance of the Company during the year. The management is working hard to improve the capacity utilization further.

The draw warping and sizing activity remained steady although the demand remained under pressure in the second half of the year due to volatility in the prices of finished goods and the rising prices of raw material.

A lot of capacity is building up in this industry segment with the Company's products as their basic inputs. In order to remain competitive, the management is trying to look into the possibility of building more capacity and consolidating its activities in relation to its manufacturing facilities and for the same has raised Rs 5.31 crores by issuing share warrants. It is also applying for bank finance for the purpose.

Directors

Shri S S Mishra and Shri M A Sharma, Directors of the Company retire by rotation and being eligible offer themselves for reappointment.

Shri S S Mishra, Chairman and Whole-time Director, whose tenure as Whole-time Director came to end on 25th March, 2011 has opted not to be reappointed as a Whole-time Director on reasons of health. However, he continues to remain on the Board as Chairman. The Board placed on record its appreciation for the valuable contribution made by Shri S S Mishra during his tenure as a Whole-time Director.

Shri R K Mishra, Managing Director and Shri S K Mishra, Whole-time Director-Finance, appointed for a period of three years which ends on 25th March, 2011 and 31st March, 2011 respectively, have both been reappointed by the Board in their

respective capacities for a period of five years from 26th March, 2011 and 1st April, 2011 respectively at a Board meeting held on 24th March, 2011. Necessary resolutions in respect of both of them will be placed before the members for their approval in the ensuing Annual General Meeting.

Shri P.R. Kapadia was appointed as a Director with effect from 23rd November, 2010 and holds office until the date of ensuing Annual General Meeting. Notice proposing his candidature at the ensuing General Meeting has been enclosed.

The Board commends the above resolutions for your approval.

Shri N.N. Puri, a Director of the Company resigned with effect from 25th March, 2011. The Board records its appreciation for the valuable contribution made by him during his tenure as Director of the Company.

Auditors

The auditors M/s. M.B. Agrawal & Co., and M/s. N.G. Thakrar & Co., retire at the conclusion of the ensuing Annual General Meeting. They have furnished certificates of their eligibility for re-appointment.

Cost Auditors

The Cost Account records maintained by the Company are subject to yearly audit. M/s. N. Ritesh & Associates, the existing Cost Accountants retired. Your Company has appointed M/s. Talati & Associates, Cost Auditors for the year 2011-12.

Corporate Governance

Your Company attaches considerable significance to compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement with the Stock Exchange. A report on Corporate Governance is hereto annexed.

Industrial relations

The Company's industrial relations have been satisfactory and cordial.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i) that in the preparation of the annual accounts for the year ended March 31, 2011 the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any ;

ii) that such accounting policies have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the Profit of the Company for the year ended on that date ;

iii) that 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) that the accounts have been prepared on a going concern basis.

Particulars of Employees (Section 217(2A) of the Companies Act, 1956)

The Company had no employee who was in receipt of remuneration during the year under report, which in the aggregate was equal to or more than such sum as is prescribed under Section 217(2A) of the Companies Act, 1956.

Section 217(1)(e) of the Companies Act, 1956.

As required under 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, the relevant information is given below :

A) Conservation of energy

The Company is engaged in the process of energy conservation continuously through improved operational and maintenance practices.

a) Energy conservation measures taken :

1) Optimisation of air compressors for low pressure applications.

2) Limiting the use of air-conditioning in the plants to need based minimum.

3) The Company ensures minimal power consumption at its plant by constantly maintaining the power factor within the specified limits. The power factor has been improved by installing necessary capacitors, thereby reducing energy losses.

Power Consumption 31.03.2011 31.03.2010

Purchased Units (Kwh) 28,56,552 25,63,116

Amount (Rs.) 1,28,07,498 1,27,76,808

Rate / Unit (Rs./p.) 4.48 4.98

b) Additional Investment and proposals, if any, being implemented for conservation of Energy :

i) Further optimisation of air compressors for low pressure applications.

c) Impact of measures at a) and b) above for reduction of energy consumption and on the cost of production of goods :

The above measures have resulted in reduction in consumption of electricity with consequent reduction in the cost of production.

B) Technology Absorption

a) Research and Development (R & D)

i) Specific areas in which R & D is carried out by the Company :

1) Development and indigenization of spares through local vendors.

2) Productivity enhancement of existing machines.

3) Development of new products.

ii) Benefits derived as a result of the above R & D :

1) Reduction in operating and maintenance cost.

2) Reducing machine downtime.

3) Improvement in quality, customer satisfaction and enlargement of market base.

iii) Future Plan of Action :

1) Further productivity enhancement of all machines and indigenization of spare parts.

iv) Expenditure on R & D : Nil

b) Technology Absorption, Adaptation and Innovation i) Efforts in brief, made towards technology absorption, adaptation and innovation :

1) Adoption of suitable technology for various processes including speciality yarn.

ii) Benefits derived as a result of above efforts :

1) New product development.

2) Improved quality of products.

iii) Future Plan of Action :

1) Continue to better the technology adopted.

iv) Information regarding imported technology :

(Imported during the last 5 years from the beginning of the financial year): Nil

C) Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings – Nil (Previous Year –Nil) Foreign Exchange Outgo – Rs 4.36 lacs (Previous Year – Nil) (Refer note nos. 9 & 10 in Notes on Accounts- Schedule K)

Listing with Stock Exchanges

The Company continues to remain listed with The Bombay Stock Exchange, Mumbai.

Acknowledgement

The Directors wish to place on record their appreciation of the contribution made by the executives, officers and workmen of the Company during the year. The Board also acknowledges with thanks the support, co-operation and assistance given by the Bank.

For and on behalf of the Board,

S.S. Mishra Mumbai, 30th May, 2011 Chairman

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Mar 31, 2010

The Directors are pleased to present herewith the Twenty-Fourth Annual Report together with the audited statement of accounts of your Company for the year ended 31st March, 2010.

Financial Results

Year ended Year ended

31.03.2010 31.03.2009

Rs. in lacs Rs. in lacs

Turnover 4845.09 3024.50

Income from Operations 149.88 152.72

Interest written back - 731.15

Total Income 149.88 883.87

Bad Debts - 106.32

Profit before Interest and Depreciation 149.88 777.55

Interest 22.98 19.53

Profit before Depreciation 126.90 758.02

Depreciation 107.07 104.46

Profit Before Tax 19.83 653.56

Deferred Tax 48.27 626.22

Fringe Benefit Tax - 2.00

Net Profit for the year 68.10 1277.78

Equity Share Reduction - 529.78

Profit & Loss Account 68.10 1807.56

Loss brought forward 492.55 2300.11

Loss carried forward 424.45 492.55

The directors regret their inability to recommend any dividend on account of inadequacy of profits.

Working

After having redeemed all debts and liabilities due to the Banks and Financial Institutions, and completing the capital restructuring program, the Management has been engaged with the other consolidating activities in relation to production program during the year under review. Old and obsolete machines which are no longer cost and quality competitive have been charted to be replaced by modern and cost competitive machines of texturising and twisting. Sales tax exemption in Silvassa has ended and therefore there is a need to redraw its manufacturing process so as to remain as a quality source of material in the premium textile markets.

Sizing and fabric activity have picked up during the year and are likely to grow as there is a lot of capacity build-up in this segment. The management is trying to maximize its setup for the same and look into the possibility to build more capacity of the same. Bank finance has been applied for the purpose. Other preparatory and ancillary activities also need to be built up or outsourced, and the management is engaged with the same.

The production in texturising and twisting activity was marginally lower this year as the machines are being upgraded and the capacity is being enhanced by about 22 %. The draw warping and sizing activity remained steady and enhancement of the capacity of the same alongwith improving capacity utilization of existing plants is being attempted.

Rs.135 lacs, being the amount due on share warrants were received during the year and fully paid equity shares were issued to the warrant holders against the same.

The management is considering acquiring an associate company to augment and diversify its objects.

Directors

Shri G.R. Toshniwal and Shri S.K. Mishra, Directors of the Company retire by rotation and being eligible offer themselves for reappointment. Shri V.K. Mishra, a Director of the Company resigned with effect from 27th May, 2010. The Board records its appreciation for the valuable contribution made by him during his tenure as Director of the Company.

Auditors

The auditors M/s. M.B.Agrawal & Co., and M/s. N.G.Thakrar & Co., retire at the conclusion of the ensuing Annual General Meeting. They have furnished certificates of their eligibility for re-appointment.

Cost Auditors

The Cost Account records maintained by the Company are subject to yearly audit. M/s. N. Ritesh & Associates, the existing Cost Accountant retired. Your Company has re-appointed M/s. N. Ritesh & Associates, Cost Auditors for the year 2010-11.

Corporate Governance

Your Company attaches considerable significance to compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement with the Stock Exchange. A report on Corporate Governance is hereto annexed.

Industrial relations

The Companys industrial relations have been satisfactory and cordial.

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i) that in the preparation of the annual accounts for the year ended March 31, 2010 the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

ii) that such accounting policies as mentioned in Note 1 of the Notes on Account have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the Profit of the Company for the year ended on that date ;

iii) that 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) that the accounts have been prepared on a going concern basis.

Particulars of Employees (Section 217(2A) of the Companies Act, 1956)

The Company had no employee who was in receipt of remuneration during the year under report, which in the aggregate was equal to or more than such sum as is prescribed under Section 217(2A) of the Companies Act, 1956.

Section 217(1)(e) of the Companies Act, 1956.

As required under 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, the relevant information is given below :

The Company ensures minimal power consumption at its plant by constantly maintaining the power factor within the specified limits. The power factor has been improved by installing necessary capacitors, thereby reducing energy losses.

31.03.2010 31.03.2009

Purchased Units (Kwh) 25,63,116 26,15,154

Amount (Rs.) 1,27,76,808 1,21,92,816

Rate / Unit (Rs./p.) 4.98 4.66

Listing with Stock Exchanges

The Company continues to remain listed with The Bombay Stock Exchange, Mumbai.

Information in Compliance of Clause 49 of the Listing Agreement with the Stock Exchange is annexed to the Report.

Acknowledgement

The Directors wish to place on record their appreciation of the contribution made by the executives, officers and workmen of the Company during the year. The Board also acknowledge with thanks the support, co-operation and assistance given by the Banks and Financial Institutions.

For and on behalf of the Board

S.S. Mishra

Chairman

Mumbai, 29th May, 2010