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Directors Report of Sutlej Textiles & Industries Ltd.

Mar 31, 2018

TO THE MEMBERS,

SUTLEJ TEXTILES AND INDUSTRIES LIMITED

The Directors are pleased to present the Thirteenth Annual Report, together with the audited financial statements of your Company for the year ended 31st March, 2018.

1. Financial Results

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) read with The Companies (Accounts) Rules, 2014. The financial statements for the financial year ended 31st March, 2018 as well as comparative figures for the year ended 31st March, 2017 are Ind AS compliant.

The financial highlights of your Company for the financial year ended 31st March, 2018 are summarized as follows:

1.1 Highlights of Standalone Performance

- Revenue from operations (Gross) stood at RS,2,453.94 crore as compared to RS,2249.62 crore in FY 2016-17;

- Profit before Tax for FY 2017-18 was RS,156.88 crore as compared to RS,188.46 crore in FY 2016-17;

- Profit after Tax for FY 2017-18 was RS,113.13 crore as compared to RS,157.94 crore in FY 2016-17.

This performance was achieved as cumulative outcome of multiple factors such as product rationalization, capacity optimization, cost control measures, etc. taken by the management of your Company. The benefits of recently completed expansion and modernization programmes in the current financial year, shall accrue in the current and future years.

1.2 Financial Results (RS, in crore)

Particulars

Year ended 31st March, 2018

Year ended 31st March, 2017

Revenue from Operations

2453.94

2249.62

Other income

33.59

34.98

Total income

2487.63

2284.60

Less: Total expenses

2265.96

2013.46

Gross Profit

221.63

271.14

Less: Depreciation and Amortisation Expenses

106.58

85.02

Exceptional Item

(41.83)

(2.34)

Taxation:

- Current

28.06

39.69

- Deferred (net)

15.69

(9.17)

Profit after Tax

113.13

157.94

2. Dividend

Your Directors are pleased to recommend a dividend of RS,1.30 per share for the year ended 31st March, 2018, subject to shareholders'' approval at the forthcoming 13th Annual General Meeting (AGM) of the Company. The total outgo on account of dividend to the shareholders will be RS,25.67 crore (inclusive of dividend distribution tax).

3. Finance

3.1 Your Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through a process of continuous monitoring.

3.2 Rating

As at the end of the financial year, your Company has been assigned a rating of:

i. CARE AA (Double A) for Long Term Bank Facilities (Term Loan) and for Long Term Bank Facilities (Fund Based) signifying high degree of safety regarding timely servicing of financial obligations. Such facilities carry very low credit risk.

ii. CARE A1 (A One Plus) for Short Term Bank Facilities (Fund and Non-Fund based) and Commercial Paper is affirmed signifying very strong degree of safety regarding timely payment of financial obligations. Such facilities carry lowest credit risk.

3.3 Deposits

Your Company has discontinued its Fixed Deposit Scheme with effect from 31st March, 2014 and has not accepted any public deposits during the year under review. As on 31st March, 2018, there were no unclaimed/ outstanding deposits or accrued interest with respect to deposits.

3.4 Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments made by your Company and covered under the provisions of Section 186 of the Companies Act, 2013 are appended as notes to the financial statements.

4. Issuance of securities

Your Directors have approved raising of funds by way of one or a combination of : issue of unsecured / secured, redeemable, non-convertible debentures / bonds, issuance of equity shares, GDR''s, ADR''s, Foreign Currency Convertible bonds or by any other permitted mode; for long term working capital requirements, growth plans, etc. for an aggregate amount not exceeding RS,500,00,00,000/-(Rupees Five Hundred Crore only) as permitted under applicable laws and subject to such approvals as may be required. This proposal is subject to approval by the members at the ensuing 13th Annual General Meeting and all statutory and regulatory compliances.

5. Expansion, Modernisation and other Capital Projects

The financial year under review witnessed substantial expansion activities carried out by your Company through organic means.

5.1 Expansion Projects

The details of the expansion projects undertaken are given below:

5.1.1 Home Textiles Division - Acquisition of business in USA

Your Company acquired the Design, Sales and Distribution (DS&D) business along with brands of America Silk Mills LLC (ASM). The acquisition will enable your Company to leverage on the experience and expertise of ASM by increasing its foot-print in the US market and will add strength of ASM to our home textile portfolio.

5.1.2 Brownfield project - capacity expansion of value added products at Bhawanimandi, Rajasthan

- Commenced commercial production of 35,280 spindles at Bhawanimandi, Rajasthan facility which was set up at a project cost of RS,270 crore.

- Dedicated capacity focused on production of value added Cotton and Cotton Blended Dyed and Melange Yarn.

5.1.3 Greenfield project - Setting up of a Green Fibre project to manufacture polyester staple fibre by recycling of pet bottles

Your Board proposes to set up a facility for producing polyester staple fibre by recycling of pet bottles with a capacity of 80 mt/day at an estimated capital outlay of around H110 crore. The project is expected to be completed in FY 2020.

5.2 Modernisation, up gradation and debottlenecking projects

Your Company has invested an amount of H58 crore on technology up-gradation and debottlenecking. This will result in further improvement in efficiency and sustaining plant utilization.

6. Subsidiaries

During the year the Company has set up a wholly owned subsidiary in the USA viz. Sutlej Holdings Inc., which in turn has a wholly owned subsidiary viz. American Silk Mills, LLC. The acquired business of ASM is housed in American Silk Mills, LLC.

Further, pursuant to the provisions of Indian Accounting Standard 110 (Ind AS - 110) prescribed under the Companies (Accounting Standards) Rules 2006, the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations, 2015") and as prescribed by the Securities and Exchange Board of India, consolidated financial statements presented by the Company include financial information of subsidiary companies, which forms a part of the Annual Report. Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of subsidiaries in Form AOC-1 is attached. Your Company has also formulated a policy for determining material subsidiaries, which is uploaded on the website of the Company at the web link: http:// www.sutlejtextiles.com/assets/pdf/policy/Material%20 Subsidiary%20Policy.pdf

7. Share Capital and Sub-Division

The nominal value of the equity shares of your Company was sub-divided from H10/- each to H1/- each subsequent to the approval by the members at the 12th AGM of the Company. Equity shares of the nominal value of H1/- were credited to the demat account of the members of the Company through corporate actions. The physical share certificates were also dispatched to all the members at the address registered with the Company. Your Company has not issued any further shares. Your Company''s equity shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

8. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34 of the Listing Regulations is given separately by way of "Annexure I" to this report.

9. Directors & Key Managerial Personnel

9.1 Change in Directors and Key Managerial Personnel

a) The Board of Directors accepted the resignation of Mr. Sukhvir Singh, as Director of the Company w.e.f. 25th October, 2017.

b) Mr. M. H. Rahman ceased to be a Director of the Company w.e.f. 09th July, 2017 due to his demise.

c) Mr. Rohit Dhoot was appointed by the Board as an Additional Director (Non - Executive Independent) w.e.f. 25th October, 2017.

d) Mr. D. R. Prabhu superannuated from the services of the Company as Company Secretary and Compliance Officer (KMP) of the Company w.e.f. 25th October, 2017.

e) The Board of Directors appointed Mr. Manoj Contractor, as Company Secretary and Compliance Officer (KMP) of the Company w.e.f. 25th October, 2017.

The Board places on record its appreciation for the valuable services rendered by Mr. M. H. Rahman - Independent Director, Mr. Sukhvir Singh - Non Executive Director and Mr. D. R. Prabhu - Company Secretary and Compliance Officer during their tenure with the Company.

9.2 Re-appointment of Director:

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. C. S. Nopany is proposed to be re-appointed as the Executive Chairman at the forthcoming 13th AGM.

Mr. Bipeen Valame, Whole-time Director and CFO retires by rotation and being eligible offers himself for reappointment.

Mr. Rohit Dhoot was appointed by the Board as an Additional Director (Non - Executive Independent) w.e.f. 25th October, 2017. The Company has received a notice from a member with a deposit of H1 lac proposing his candidature as a Non - Executive Non - Independent Director at the forthcoming AGM.

Necessary resolutions seeking approval of the members for proposed re-appointment / appointment of directors along with the respective brief profile of the Directors, have been incorporated in the Notice of the ensuing AGM.

9.3 Independent Directors

All the Independent Directors of the Company have been appointed for a fixed term of 5 consecutive years from the date of their respective appointment / regularization in the AGM and they are not liable to retire by rotation. 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations, 2015).

9.4 Board Effectiveness

9.4.1 Familiarization Policy

Pursuant to Regulation 25(7) of Listing Regulations,

2015, the Board has framed a policy to familiarize the Independent Directors about the Company. The policy is available on the website of the Company at the weblink: http: / / Sutlej textiles. com/assets/pdf/policy/ Familiarisation%20Programe-%20Final_20.2.2016.pdf.

The familiarization policy of the Company seeks to familiarize the Independent Directors with the working of the Company, their roles, rights and responsibilities, vis a vis the Company, the industry in which the Company operates, business model, etc.

9.4.2 Board Evaluation

Pursuant to the provisions of the Act and Listing Regulations, 2015, the Board has carried out an evaluation of its own performance and of the directors individually, as well as the evaluation of the working of the Board Committees. The manner of evaluation has been explained in the Corporate Governance Report.

9.5 Criteria for selection of Directors, KMPs and Senior leadership positions and their remuneration

The Board on the recommendation of the Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors, Senior Management personnel and their remuneration. The policy is available on the Company''s Website at the web link: http: / / Sutlej textiles. com/assets/pdf/ policy/ remuneration-policy.pdf. The policy contains, inter-alia, principles governing directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of director, etc.

9.6 Key Managerial Personnel

Pursuant to the provisions of Sections 2(51) and 203 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company:

- Mr. S. K. Khandelia, President & C.E.O.;

- Mr. Bipeen Valame, Wholetime Director & C.F.O.; and

- Mr. Manoj Contractor, Company Secretary & Compliance Officer.

10. Meetings of the Board

A calendar of prospective meetings is prepared and circulated in advance to the Directors. The details of Board and Committee meetings held during the year under review, are given in the Corporate Governance Report forming part of this Annual Report. The gap between these meetings was within the prescribed period under the Act and Listing Regulations, 2015.

11. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company did not enter into any material related party transactions with Promoters, Directors, Key Managerial Personnel or other designated persons.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for transactions which are of a foreseeable and repetitive nature. A detailed statement of such Related Party Transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review on a quarterly basis. Suitable disclosures as required by the Indian Accounting Standards (Ind AS 24) have been made in the notes to Financial Statements.

The Company has formulated a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website and is available at the web link: http://sutlejtextiles.com/assets/pdf/policy/policy-on-related-party-transactions.pdf.

12. Internal Financial Control Systems

Your Company''s Internal Financial Control Systems are robust, comprehensive and commensurate with the nature of its business and size, scale and complexity of its operations. The system covers all major processes including operations, to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.

The Internal Auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organisation''s risk management with regard to internal control framework.

The policies and procedures adopted by the Company ensures orderly and efficient conduct of its business and adherence to the Company''s policies, prevention and detection of frauds and errors, accuracy and completeness of the records and the timely preparation of reliable financial information.

The Audit Committee actively reviews adequacy and effectiveness of internal control systems and suggests improvements, for strengthening them in accordance with the business dynamics, if necessary. The Audit Committee also meets the Company''s Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

13. Auditors Report

The Board has duly reviewed the Statutory Auditors'' Report on the financial statements including notes to the financial statements. The observations of the Auditors in their report on the financial statements of the Company are self-explanatory and in the opinion of the Directors, do not call for any further clarification.

14. Auditors

14.1 Statutory Auditor

The Company''s Auditors, M/s. BSR & Co., LLP, Chartered Accountants, (ICAI Firm Registration Number: 101248W/ W-100022), were appointed as the Statutory Auditors of the Company for a period of five years commencing from the Company''s financial year 2017-18 to hold office from the conclusion of the 12th Annual General Meeting of the Company till the conclusion of the 17th Annual General Meeting to be held in the year 2022. The Auditors have confirmed their eligibility under Section 141 of the Act and the Rules framed thereunder for re-appointment as Auditors of the Company. As required under Regulation 33 of the Listing Regulations, 2015 the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors'' Report for the financial year ended 31st March, 2018 has been issued with an Unmodified Opinion.

14.2 Internal Auditors

The Board of Directors upon the recommendation of the Audit Committee of the Board has appointed M/s. Singhi & Co., Chartered Accountants (FRN:302049E) as Internal Auditors of the Company. M/s. Singhi & Co. had confirmed their eligibility and have granted their consent to act as Internal Auditors of the Company.

14.3 Cost Auditors

In conformity with the provisions of Section 148 of the Act read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Board on the recommendation of the Audit Committee, has appointed

M/s. K. G. Goyal & Associates, Jaipur, Cost Accountants (FRN-000024) to audit the cost records relating to the Company''s units viz. Rajasthan Textile Mills, Chenab Textiles Mills, Birla Textile Mills, Damanganga Home Textiles and Damanganga Process, for the financial year ending on 31st March, 2019, at a remuneration as specified in the Notice convening the 13th AGM.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking member''s ratification for the remuneration payable to M/s. K. G. Goyal & Associates, Cost Auditors is included in the Notice convening the 13th AGM.

14.4 Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. R. Chouhan & Associates, Company Secretary in Practice, to undertake the Secretarial Audit of the Company for the year under review. The Report of the Secretarial Auditor annexed to this Report is self-explanatory and does not call for any further clarification.

15. Compliance of Secretarial Standards

The Company has complied with the secretarial standards issued by the Institute of Company Secretaries of India and forming part of the Act, on meetings of the Board of Directors and General Meetings.

16. Business Risk Management

Pursuant to Regulation 17(9) of the Listing Regulations, 2015 the Company has laid down a robust risk management framework to inform the Board about the risk assessment and minimization procedures undertaken by the Company. Your Company has formed a Risk Management Committee, for timely identification and mitigation of risks as a better corporate governance practice.

The risk management framework is designed to identify, evaluate and assess business risks and their impact on Company''s business. The risk assessment and minimization procedures are reviewed by the Board annually to ensure that executive management controls risk through the mechanism of a properly defined framework. The framework is aimed at creating and protecting stakeholder value by minimizing threats and losses and identifying and maximizing opportunities.

17. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The requisite information with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed pursuant to Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014 is given to the extent applicable in "Annexure II", to this report.

18. Corporate Governance

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. Your Company has implemented all the stipulations enshrined in the Listing Regulations, 2015, and the requirements set out by the Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Regulation 27 of the Listing Regulations, 2015 forms part of this report as "Annexure III". The requisite Certificate from the Statutory Auditors of the Company, M/s. BSR & Co., LLP, Chartered Accountants, confirming compliance with the conditions of Corporate Governance stipulated under Regulation 27 of the Listing Regulations, 2015 is annexed to the Report on Corporate Governance, which forms part of this report.

19. Corporate Social Responsibility

In conformity with Section 135 of the Act and Rules made thereunder, your Company has formed a Corporate Social Responsibility ("CSR") Committee to oversee the CSR activities initiated by the Company during the financial year under review. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report. Your Company has adopted a CSR Policy for the Company which provides a broad framework with regard to implementation of CSR activities carried out by the Company in accordance with Schedule VII of the Act. The CSR Policy may be accessed on the Company''s website at the link: http://sutlejtextiles.com/assets/pdf/ policyZcsr-policy-2014-adopted-13-05-2014.pdf. During the financial year 2017-18, your Company has spent H6.22 crore towards CSR activities. Your Company''s key objective is to make a difference to the lives of the underprivileged and is committed to CSR engagement. The activities undertaken by your Company have been duly acknowledged and appreciated by the concerned State Governments and local communities. A report on CSR activities as prescribed under the Act and Rules made thereunder is annexed herewith as "Annexure IV".

20. Vigil Mechanism / Whistle Blower Policy

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Company''s Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a whistle blower policy in terms of Regulation 22 of the Listing Regulations, 2015, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

The policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link: http://sutlejtextiles.com/assets/pdf/policy/whistle-blower-policy-adopted-13-05-14.pdf

21. Prevention of Sexual Harassment at Workplace

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at the workplace. This has been widely communicated internally. Your Company has constituted an Internal Complaints Committees (ICC) as per the requirement of the Act to redress complaints relating to sexual harassment at its workplaces.

22. Significant and Material Orders Passed by Regulators or Courts

There are no significant or material orders passed by any Regulators / Courts which would impact the going concern status of the Company and its future operations.

23. Extract of Annual Return

In terms of the provisions of Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in form MGT-9 for the financial year ended 31st March, 2018 is provided herewith as "Annexure V" and forms part of the Report.

24. Particulars of Employees

Disclosures pertaining to remuneration and other required information pursuant to Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, is provided herewith as "Annexure VI" and forms part of the Report.

25. Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

a. that in the preparation of the annual financial statements for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgment 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 31st March, 2018 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

26. Acknowledgements

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from various stakeholders including financial institutions and banks, Government authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your Directors take this opportunity to place on record their deep appreciation for the committed services rendered by the employees of the Company at all levels, who have contributed significantly towards the Company''s performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board

(C.S. Nopany)

Place: New Delhi Executive Chairman

Dated: 11th May, 2018 DIN No. 00014587


Mar 31, 2017

TO THE MEMBERS,

SUTLEJ TEXTILES AND INDUSTRIES LIMITED

The Directors are pleased to present the Twelfth Annual Report, together with the audited financial statements of the Company for the year ended 31st March, 2017.

1. Financial Results

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The financial statements for the Financial Year ended March 31, 2017 are the Company''s first Ind AS compliant annual financial statements with comparative figures for the year ended March 31, 2016 also under Ind AS. The date of transition is April 1, 2015. The disclosure and effects of first time adoption of Ind AS are detailed in the Notes to the financial statements.

The financial highlights of your Company for the financial year ended March 31, 2017 are summarized as follows:

1.1 Highlights of Performance

Revenue from operations (Gross) stood at Rs. 2249.62 crores as compared to Rs.2074.03 crores in FY 2015-16;

- Profit before Tax for the FY 2016-17 was Rs. 188.46 crores as compared to Rs. 172.82 crores in FY 2015-16;

- Profit after tax for the FY 2016-17 was Rs. 157.94 crores as compared to Rs.143.46 crores in FY 2015-16.

This performance was achieved as cumulative outcome of multiple factors such as product rationalization, capacity optimization, cost control measures etc. taken by the management of your Company. The benefits of recently completed expansion, and the on-going expansion and modernization programmes in the current financial year, shall accrue in the current and future years.

1.2 Financial Results (Rs. in crores)

Particulars

Year ended 31st March, 2017

Year ended 31st March, 2016

Revenue from Operations (Gross)

2249.62

2074.03

Gross Profit

273.48

256.54

Less: Depreciation and Amortization Expenses

85.02

79.84

Exceptional Item

-

3.88

Taxation:

- Current

39.62

34.01

- MAT Credit (entitlement)/ Utilized

(23.04)

(18.06)

- Earlier years

0.07

-

- Deferred (net)

13.87

13.41

Profit after Tax

157.94

143.46

Add: Balance brought forward from the previous year

518.03

409.28

Less: Dividend paid during the year (including DDT)

25.63

19.71

Profit available for appropriation

650.34

533.03

Less: Appropriation

Transfer to the general reserve

16.00

15.00

Balance in statement of profit and loss

634.34

518.03

Proposed dividend*

21.29

21.29

Corporate dividend tax*

4.34

4.34

Total

25.63

25.63

* (Dividend, as proposed by the Board of Directors after reporting date. Under Ind AS, such dividend is recognized as a liability, only when approved by the shareholders in the Annual General Meeting)

Upon the proposed transfer of Rs. 16 crores to the General Reserves, an amount of Rs.634.34 crores is proposed to be retained in the Statement of Profit and Loss.

2. Dividend

Your Directors are pleased to recommend dividend of Rs.13 /- per share for the year ended 31st March, 2017, subject to shareholders'' approval at the forthcoming 12th Annual General Meeting (AGM) of the Company. The total amount of dividend to be paid to the shareholders will be Rs.25.63 crores (inclusive of dividend tax).

3. Finance

3.1 The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through a process of continuous monitoring.

3.2 Rating

Your Company has been assigned a rating of:

i. CARE AA (Double A) for Long-Term Bank facilities (Term Loan) and for Long/ Short Term bank Facilities (Fund based) from CARE AA- (Double A Minus) signifying high degree of safety regarding timely servicing of financial obligations. Such facilities carry very low credit risk.

ii. CARE A1 (A One Plus) for short term bank facilities (Non-Fund based) and commercial paper reaffirmed, signifying very strong degree of safety regarding timely payment of financial obligations. Such facilities carry lowest credit risk.

3.3 Deposits

The Company has discontinued its Fixed Deposit Scheme with effect from 31st March, 2014 and has not accepted public Deposits covered by Chapter V of the Companies Act, 2013. As on March 31, 2017, there were no unclaimed/ outstanding deposits or accrued interest with respect to deposits.

3.4 Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments made by your company and covered under the provisions of Section 186 of the Companies Act, 2013 are appended as notes to the Financial Statements.

4. Issuance of Non-Convertible Debentures/ Bonds

Your Directors have approved raising of funds by way of borrowings through placement of unsecured / secured, redeemable, non-convertible debentures/ bonds, or by any other permitted mode; for long term working capital requirements, growth plans, etc for an aggregate amount, not exceeding Rs. 500 crores [Rupees Five Hundred crore Only] as permitted under applicable law and subject to such approvals as may be required. This proposal is subject to approval by the Members at the ensuing 12th Annual General Meeting and all statutory and regulatory compliances.

5. Expansion, Modernization and other Capital Projects

The financial year under review witnessed substantial expansion activities carried out by your company through organic means.

5.1 Expansion Projects

The details of the expansion projects undertaken are given below:

5.1.1 Expansion of RTM, Bhawanimandi, by 35,280 Spindles

Your Company has successfully completed expansion of its Unit Rajasthan Textiles Mills, Bhawanimandi (Raj.) by 35,280 spindles to manufacture value added cotton melange and cotton blended dyed yarn and has commenced commercial production from 15th March, 2017. The Company has incurred a cost of Rs.256 crore up to March 31, 2017 on this project.

Post this expansion, yarn spinning capacity of Rajasthan Textiles Mills Unit stands at 126,864 spindles as on March 2017, and the Company''s spinning capacity at 416,616 spindles as on March 2017. The Company would also be adding 17 knitting machines in RTM expansion project. The addition of the new capacity enables the Company to further strengthen its position as a leading player in the niche Cotton Melange, cotton blended dyed yarn and knitted fabric segment.

5.1.2 Expansion Project at Damanganga Home Textiles, Daheli, Bhilad

Your Company has completed expansion project of Damanganga Home Textiles, Daheli, Bhilad Gujarat at a cost of Rs. 81.41 crore as against estimated cost of Rs. 88.50 crores. The same has increased its capacity to 9.6 Mn metres p.a from 4.8 Mn metres p.a. The expansion of operations in Home Textile Division will ensure further strengthening of Company''s end to end operations from Yarn to Home Textile.

5.1.3 Expansion Project at BTM, Baddi, (H.P.) for 100% Polyester Industrial Yarn and blended specialty synthetic yarn

Your Company has decided to expand spinning capacity of BTM by setting up facilities for 28800 Ring Frame Spindles to manufacture 100% polyester and coarse count polyester cotton yarn for industrial application and other grey blended specialty synthetic yarn i.e. Modal / Linen, Polyester / Linen, Polyester / Modal involving an estimated capital outlay of about Rs 215 crores which will be financed by internal accruals and loans from banks and NCDs. This will increase the spinning capacity of BTM to 112176 spindles and that of the Company to 445,416 spindles. The project is slated to become operational by April ,2019.

5.2. Modernization, up gradation and debottlenecking Projects

Further, the Company has spent Rs.97.23 crores on modernization and balancing equipment at all its units during 2016-17. During the year under review, your Company has also undertaken facilities up gradation, debottlenecking and equipment up gradation across all the Units of the Company. These capital purchases were financed by internal accruals and loans from Banks.

6. Share Capital and Sub-Division Thereof

The Authorized Share Capital of your Company as on March 31, 2017 was Rs. 50 crores. The issued, subscribed and paid up Equity Share Capital of your company as on March 31, 2017 is Rs. 16.38 crores comprising of 16382862 Equity Shares of Rs.10/- each. During the year under review, the Company has not issued any further shares. Your Company''s Equity Shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

The traded value of shares of your Company on NSE and BSE, has witnessed steady buoyancy over the past couple of years. In order to improve liquidity and to make the share affordable to the small and retail investors, Board has considered it expedient to sub-divide the nominal value of each existing Equity Share of your Company from Rs.10/- each, to ten shares of Rs.1/- each. The proposal is subject to approval by the Members at the ensuing 12th AGM and also other statutory and regulatory compliances.

7. Economic Scenario and Outlook

Financial Year 2016-17 closed as a momentous year for the country marked by two landmark economic reforms even as the global economic scenario was indifferent.

The first reform was the rollout of the demonetization scheme in early November. In the long run, this reform aims to usher in greater transparency in financial transactions and a transition towards a cashless economy. In the short term, it has squeezed liquidity and consumption across the economy.

The outlook for 2017 brightens as liquidity in the economy moves towards normalization, with expectations for early revival and growth in overall consumption across several sectors.

The second is imminent roll out of the Goods and Services Tax (GST). GST is a landmark reform which will have a lasting impact on the economy and on businesses. Implementation of a well-designed GST model that applies to the widest possible base at a low rate, can provide significant growth stimulus to business and contribute to the Prime Minister''s mission of ''Make in India''. Your Company has been preparing for migrating to GST for the past year; changes across IT systems, Supply Chain and operations have been made keeping in mind the sweeping changes that GST would bring in. While there are a few areas that need to be addressed, the Government has announced its firm intention to go live with the GST from 1st July, 2017, and your Company will be ready for this transformative reform.

8. Management Discussion and Analysis Report

The detailed review of the operations, performance and outlook of the Company is given separately in the Management Discussion and Analysis Report as required under Regulation 34 of the Listing Regulations, by way of "Annexure I" to this report.

9. Directors & Key Managerial Personnel

9.1.1 Change in Directorate & Key managerial Personnel

The Board of Directors accepted the resignation of Mr. Dilip Ghorawat, as Director on the Board and as Whole Time Director & Chief Financial Officer (KMP) of the Company w.e.f. 10th September, 2016.

9.1.2 Appointment of Whole time Director:

Mr. Bipeen Valame was appointed by the Board of Directors as a Whole Time Director of the Company for a period of 3 years from February 9, 2017.

9.2 Director retiring by Rotation and re-Appointment as Director:

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Shri C.S.Nopany retires by rotation and is eligible for re-appointment at the forthcoming 12th AGM.

9.3 Confirmation of Appointment of Additional Directors:

Pursuant to the provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Sukhvir Singh and Mr. Bipeen Valame who were appointed by the Board of Directors as Additional Directors of the Company w.e.f. 10th September, 2016 and 09th February, 2017 respectively hold office up to the date of the 12th AGM of the Company.

Necessary resolutions seeking approval of the members for appointment of directors proposed to be appointed /re-appointed, along with the respective brief profile of the Director, have been incorporated in the Notice of the ensuing Annual General Meeting. The Board recommends their appointment by the Members at the AGM.

9.4 Independent Directors

All the Independent Directors of the Company have been appointed for a fixed term of 5 consecutive years from the date of their appointment / regularization in the Annual General Meeting and they are not liable to retire by rotation. All Independent Directors have given their respective declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015.

9.5 Board Effectiveness

9.5.1 Familiarization Policy

Pursuant to Regulation 25(7) of Listing Regulations, 2015, the Board has framed a policy to familiarize the Independent directors about the Company. The policy is available on the website of the Company at the web link: http://sutlejtextiles.com/assets/pdf/policy/ Familiarisation%20Programe-%20Final_20.2.2016.pdf.

The familiarization policy of the Company seeks to familiarize the Independent directors with the working of the Company, their roles, rights and responsibilities, vis a vis the Company, the industry in which the Company operates, business model, etc.

9.5.2 Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of Listing Regulations, 2015, 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 the Board Committees. The manner of evaluation has been explained in the Corporate Governance Report.

9.6 Criteria for selection of Directors, KMPs and Senior leadership positions and their remuneration

The Board on the recommendation of the Nomination & Remuneration Committee has framed a Policy for selection and appointment of Directors, Senior Management personnel and their remuneration. The Policy is referred to in the Corporate Governance Report (Remuneration Policy) and is available on the Company''s Website at the web link :http://sutlejtextiles.com/assets/ pdf/policy/remuneration-policy.pdf . The Policy contains, inter-alia, principles governing directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of director, etc.

9.7 Changes in Key Managerial Personnel

9.7.1 At the meeting of the Board of Directors held on September 07, 2016, Mr. Sunil Sharma was appointed as Chief Financial Officer (KMP) of the Company w.e.f. September 10, 2016 in place of Mr. Dilip Ghorawat, Chief Financial Officer (KMP) & Whole Time Director of the Company.

9.7.2 Mr. Bipeen Valame was appointed as Chief Financial Officer (KMP) of the Company w.e.f. November 08, 2016 in place of Mr. Sunil Sharma, who resigned as Chief Financial Officer (KMP) of the Company from that date.

9.7.3 Key Managerial Personnel

Pursuant to provisions of Section 2(51), 203 of the Companies Act, 2013, read with the The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key

Managerial Personnel of the Company:

Mr. S.K.Khandelia, President & C.E.O.;

Mr. Bipeen Valame, Wholetime Director & C.F.O.;

Mr. Deelip Ram Prabhu, Company Secretary & Compliance Officer

10. Meetings of the Board

A calendar of prospective Meetings is prepared and circulated in advance to the Directors. The details of Board Meetings and Committee Meetings held during the year under review, are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between these Meetings was within the prescribed period under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are of a foreseen and repetitive nature. A detailed statement of such related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review on a quarterly basis. Suitable disclosure as required by the Indian Accounting Standards (Ind AS 24) has been made in the notes to the Financial Statements.

The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at the weblink: http://sutlejtextiles. com/assets/pdf/policy/policy-on-related-party-transactions.pdf.

12. Internal Financial Control Systems

Your Company''s Internal Financial Control Systems are robust, comprehensive and commensurate with the nature of its business, and size, scale and complexity of

its business operations. The System covers all the major processes including operations, to ensure reliability of financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

The Internal auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organization’s risk management with regard to the internal control framework.

The policies and procedures adopted by the Company ensure the orderly and efficient conduct of its business, adherence to the Company''s policies, prevention and detection of frauds and errors, accuracy and completeness of the records and the timely preparation of reliable financial information.

The Audit committee actively reviews adequacy and effectiveness of internal control systems and suggests improvements, for strengthening them in accordance with the business dynamics, if necessary. The Audit Committee also meets the Company''s Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

13. Auditors Report

The Board has duly reviewed the Statutory Auditors'' Report on the Financial statements including Notes to the Financial statements. The observations of the Auditors in their Report on the Financial statements of the Company are self-explanatory and in the opinion of the Directors, do not call for any further clarification.

14. Auditors

14.1 Statutory Auditor

As per Section 139 of the Companies Act, 2013 (Act), read with the Companies (Audit and Auditors) Rules, 2014, an audit firm acting as the Statutory Auditor is required to be rotated upon completion of two terms of five consecutive years i.e. after a maximum period of ten years. The Act provides timeline of three years to rotate the Statutory Auditors, who have already completed a tenure of ten years.

M/s. Singhi & Co., Chartered Accountants (Firm Reg.

No.:302049E), the current Statutory Auditors of the Company were appointed as the Statutory Auditors of the Company in September, 2005 and were appointed at the every Annual General Meeting thereafter. They have already completed their full tenure of ten years, and need to be replaced by a new Statutory Auditor. Similarly, the Branch Auditors, M/s. S. R. Batliboi & Co. LLP, New Delhi, (Reg. No.301003E) who retire at the conclusion of 12th AGM of the Company, have also completed their full tenure of ten years., and shall not be re-appointed due to ineligibility for reappointment under/by virtue of section 139 of the Companies Act, 2013.

The Company is therefore required to appoint an audit firm to audit the accounts and financial statements of the Company as Statutory Auditors for a tenure of five (5) years, commencing from the FY: 2017-18 to 2021-22 in replacement of the present Auditors M/s. Singhi & Co., as well as M/s. S. R. Batliboi & Co. LLP.

The Board of Directors at its meeting held on May 18, 2017, recommended the appointment of M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration Number: 101248W/W-100022) as the new sole Statutory Auditors of the Company, to hold office for one term of five (5) years, commencing from conclusion of the ensuing 12th AGM up to the Annual General meeting of the Company to be held in calendar year 2022.

The Company has received a certificate from the proposed Statutory Auditors to the effect that their appointment, if made, shall be in compliance with the provisions of Section 139 and 141 of the Companies Act, 2013. As required under the Listing Regulations, 2015, the proposed auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33 of Listing Regulations, 2015.

Accordingly, the Board proposes appointment of M/s. B S R & Co. LLP, Chartered Accountants, as the sole statutory auditors of the Company in lieu of M/s. Singhi & Co., present Statutory auditors as well as M/s. S. R. Batliboi & Co. LLP, present Branch Auditors, to hold office from the conclusion of the 12th Annual General Meeting till the conclusion of the 17th Annual General Meeting of the Company. Necessary resolution seeking approval of the members for appointment of new Statutory Auditors has been incorporated in the Notice convening the 12th Annual General Meeting.

The Board of Directors upon the recommendation of the Audit Committee of the Board has appointed M/s. Vaish & Associates, Chartered Accountants (FRN:005388N) as Internal Auditors of the Company. They have confirmed their eligibility and have granted their consent to act as Internal Auditors of the Company.

14.3 Cost Auditors

In conformity with the provisions of Section 148 of the Companies Act, 2013, read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Board on the recommendation of the Audit Committee, has appointed M/s. K. G. Goyal & Associates, Jaipur, Cost Accountants (Reg No. FRN-000024) to audit the cost records relating to Company''s Units: Rajasthan Textile Mills, Chenab Textiles Mills, Birla Textile Mills, Damanganga Home Textiles and Damanganga Process, for the financial year ended March 31, 2017, at a remuneration as specified in the Notice convening the 12th AGM. The appointment is subject to the approval of the Central Government.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to K.G.Goyal & Associates, Cost Auditors is included in the Notice convening the 12th Annual General Meeting.

14.4 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. R. Chouhan & Associates, Company Secretary in Practice, to undertake the Secretarial Audit of the Company for the year under review. The Report of the Secretarial Auditor annexed to this Report, is self-explanatory and does not call for any further clarification.

15. Business Risk Management

Pursuant to Regulation 17(9) of the Listing Regulation, 2015 the Company has laid down a robust risk management framework to inform the Board about the particulars of risk assessment and minimization procedures. Your company has formed a Risk Management Committee, for timely risk identification and mitigation as a better corporate governance practice.

The risk management framework is designed to identify, evaluate, and assess business risks and their impact on company''s business. The risk assessment and minimization procedures are reviewed by the Board annually to ensure that executive management controls risk through the mechanism of a properly defined framework. The framework is aimed at creating and protecting shareholder/stakeholder value by minimizing threats and losses and identifying and maximizing opportunities.

16. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The requisite information with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014 is given to the extent applicable in "Annexure II", to this report.

17. Corporate Governance

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. Your Company has implemented all the stipulations enshrined in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), and the requirements set out by the Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Regulation 27 of the Listing Regulations forms a part of this report as "Annexure III". The requisite Certificate from the Statutory Auditors of the Company, M/s Singhi & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance stipulated under Regulation 27 of the Listing Regulations, is annexed to the Report on Corporate Governance, which forms part of this report.

18. Corporate Social Responsibility

In conformity with Section 135 of the Companies Act, 2013 and Rules made there under, your Company had formed a Corporate Social Responsibility ("CSR") Committee to oversee the CSR Activities initiated by the Company during the financial year under review. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report. Your company has adopted a CSR Policy for the Company which provides a broad framework with regard to implementation of CSR Activities carried out by the Company in accordance with Schedule VII of the Companies Act, 2013. The CSR Policy may be accessed on the Company''s website at the link: http:// sutlejtextiles.com/assets/pdf/policy/csr-policy-2014-adopted-13-05-2014.pdf. During the financial year 201617, the Company has spent Rs. 6.32 crores towards CSR activities as against Rs. 0.19 crores spent during the financial year 2015-16. The Company''s key objective is to make a difference to the lives of the underprivileged and is committed to CSR engagement. The work of your company has been duly acknowledged and appreciated by the concerned State Governments and communities. A report on CSR activities as prescribed under the Companies Act, 2013 and Rules made thereunder is annexed herewith as "Annexure IV".

19. Vigil Mechanism / Whistle Blower Policy

Your company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your company''s code of conduct.

Under the Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Regulation 22 of Listing Regulations, 2015, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism and direct access to the Chairman of the Audit Committee. The Chairman of the Audit Committee can be contacted at: [email protected]

The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link: http://sutlejtextiles.com/assets/pdf/policy/whistle-blower-policy-adopted-13-05-14.pdf.

20. Prevention of Sexual Harassment at Workplace

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at the workplace. This has been widely communicated internally. Your Company has constituted Internal Complaints Committees (ICC), which includes two women members to redress complaints relating to sexual harassment at its workplaces. During the year, no complaints were filed/received by the Company.

21. Significant and Material Orders Passed By the Regulators Or Courts

There are no significant or material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

22. Extract of Annual Return

In terms of the provisions of Section 92 (3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in form MGT-9 for the Financial Year ended March 31, 2017 is annexed herewith as "Annexure V" to this Report.

23. Particulars of Employees

Disclosures pertaining to remuneration and other required information pursuant to Section 197 (12) read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, is provided herewith under "Annexure VI", which forms part of the Report.

24. Human Resources:

Your Company believes that its employees are one of the most valuable assets of the Company. During the year under review, the Company organized various training programs at all level to enhance skills of the employees. As on 31st March, 2017, total employee strength at Sutlej was over 15,231. The employees are deeply committed to the growth of the Company.

25. 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 statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgment 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, 2017 and of the profit of the Company for the year ended on that date,

c. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

26. Acknowledgements

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the various stakeholders, including financial institutions and banks, Governmental authorities and other business associates, who have extended their valuable support and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company, who have contributed significantly towards Company''s performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board

Place: Mumbai (C.S. Nopany)

Dated: 18.05.2017 Executive Chairman


Mar 31, 2016

The Directors are pleased to present their Eleventh Annual Report on
the business and operations of your Company along with the audited
financial statements for the year ended 31st March, 2016.

1. Financial Results

Financial Results of the Company for the year under review along with
the fgures for previous year are as follows:

1.1 Highlights of Performance

- Revenue from operations (Gross) stood at Rs,227177.34 Lakhs as
compared to Rs,187858.42 Lakhs in FY 2014-15;

- Profit before Tax for the FY 2015-16 was Rs,17602.89 Lakhs as
compared to Rs,14822.31 Lakhs in FY 2014-15;

- Profit after tax for the FY 2015-16 was Rs,14335.84 Lakhs as compared
to Rs,11545.90 Lakhs in FY 2014-15.

1.2 Financial Results

(Rs, in lakhs)

Particulars
Year ended Year ended
31st March 2016 31st March,2015

Revenue from
Operations (Gross) 227177.34 18785842

Gross Profit 26428.36 21881.21

Less: Depreciation
and Amortization Expenses 8437.70 6990.73

Exceptional Item 387.77 68.17

Taxation:

- Current 3586.00 3155.00

- MAT Credit
(entitlement)/ Utilized (1806.19) (300.00)

- Earlier years (2.38) -

- Deferred (net) 1487.24 423.79

Profit after Tax 14335.84 11545.90

Add: Balance brought
forward from the
previous year 40678.69 32304.60

Profit available
for appropriation 55014.53 43850.50

Appropriations:

Proposed dividend 2129.77 1638.29

Corporate dividend tax 433.57 333.52

Transfer to the
general reserve 1500.00 1200.00

Balance in statement
of Profit and loss 50951.19 40678.69

TOTAL 55014.53 43850.50


The Company proposes to transfer an amount of C1500 Lakhs to the
General Reserves. An amount of C 50,951.19 Lakhs is proposed to be
retained in the Statement of Profit and Loss.

2. Dividend

Your Directors are pleased to recommend dividend of C13/- per share for
the year ended 31st March, 2016, subject to shareholders'' approval at
the forthcoming Annual General Meeting. The total amount of dividend to
be paid to the shareholders will be C2563.34 lakhs (inclusive of
dividend tax).

3. Share Capital

The paid up Equity Share Capital as on March 31, 2016 was C1,638.29
lakhs comprising of 16382862 Equity Shares of C10/- each. During the
year under review, the Company has not issued any further shares to the
members or general public.

4. Finance

4.1 Cash and cash equivalents as at 31st March, 2016 was C233.18 Lakh.
The company continues to focus on judicious management of its working
capital. Receivables, inventories and other working capital parameters
were kept under strict check through a process of continuous
monitoring.

4.2 Rating

Your Company rating has been upgraded/reaffirmed by CARE and India
Ratings and Research Private Ltd (Fitch Group) as under:- i. a) CARE
AA- (Double A Minus) for Long-Term Bank facilities (Term Loan/Fund
based) from CARE A (Single A Plus) which indicates high degree of
safety regarding timely servicing of financial obligations and such
facilities carry very low credit risk

b) CARE A1 (A One Plus) for Short-Term Bank facilities (Fund
based/Non-Fund based) and Commercial Paper which indicates a very
strong degree of safety regarding timely payment of financial
obligations and such facilities carry lowest credit risk

ii. a) ''IND AA-'' with stable Outlook for Long-Term Issuer Rating and
Bank facilities from ''IND A '' with stable Outlook which indicates high
degree of safety regarding timely servicing of financial obligations
and such facilities carry very low credit risk

b) ''IND A1 '' for Short term bank facilities from ''IND A1'' which
indicates a very strong degree of safety regarding timely payment of
financial obligations and such facilities carry lowest credit risk.

4.3 Deposits

The Company has discontinued its Fixed Deposit Scheme with effect from
31st March, 2014 and has not accepted Deposits from the public falling
within the ambit of Chapter V of the Companies Act, 2013. As on March
31, 2016, there were no unclaimed/outstanding deposits or accrued
interest with respect to deposits.

4.4 Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.

5. Expansions and Acquisition, and other Capital Projects

The financial year under review witnessed a great deal of expansion
activities carried out by your company through organic as well as
inorganic means. The details of the expansion projects are given as
under:

5.1 Acquisition of Birla Textile mills (BTM)

The transaction for acquisition of Birla Textile Mills (BTM) as a going
concern on slump sale basis has been successfully concluded on
September 30, 2015 on receiving statutory approvals and payment
consideration of C232.63 crore less term loans. The efective date of
acquisition is 1st April 2015. BTM, has a capacity of 83,376 spindles
manufactures cotton, synthetic & blended yarn in Grey & dyed form.
Post-acquisition spinning capacity enhanced and stands at 377,688
spindles as on 31st March, 2016.

5.2 Value Added Cotton Melange and Cotton Blended Dyed Yarn Expansion
Project at RTM, Bhawanimandi

The Company is in the process of implementing a major expansion project
of 35,280 spindles at its Bhawanimandi unit to manufacture value added
cotton mélange and cotton blended dyed yarn involving a capital outlay
of about C270 crore. The company has spent approximately C64 crore on
this project during the year. Post this expansion, the Company''s total
yarn spinning capacity will reach at 412,968 spindles. The addition of
the new capacity will enable the Company to further strengthen its
position as a leading player in the niche Cotton Mélange and cotton
blended dyed yarn segment.

5.3 Expansion of Operations at Damanganga Home Textiles, Daheli, Bhilad

Your Company is expanding the operations at one of its units viz.
Damanganga Home Textiles, Daheli, Bhilad Gujarat at a cost of C88.50
crore. The project is under implementation and will be completed in
phases by the end of FY 2016-17. The same will result in increasing its
capacity in existing facility to 9.6 Mn metres p.a. The expansion of
operations in Home Textile Division will ensure further strengthening
of Company''s end to end operations from Yarn to Home Textile.

5.4 Modernization

Further, the Company has spent C96 Crores on modernization, balancing
equipments and debottlenecking at all its units during 2015-16. The
capital purchases were fnanced by internal accruals and term loans from
Banks.

6. Directors

6.1 The company''s Board of Directors comprises Eight members, Six of
whom are Non-executive Directors and two Executive Directors viz.,
Executive Chairman and Whole time Director. The Non-executive Directors
are eminent professionals with vast experience of industry, finance and
law.

6.2 Meetings of the Board

A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year under review, Eight Board Meetings and Seven
Audit Committee Meetings were convened and held, the details of which
are given in the Corporate Governance Report forming part of this
Annual Report. The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

6.3 All the Independent Directors of the Company have been appointed
for a term of 5 consecutive years from the date of their appointment /
regularization in the Annual General Meeting. 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 Listing
Regulations, 2015.

6.4 Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17
of Listing Regulations, 2015, 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 Board
Committees. The manner of evaluation has been explained in the
Corporate Governance Report.

6.5 In accordance with the provisions of the Companies Act, 2013 and in
terms of the Memorandum and Articles of Association of the Company,
Shri C. S. Nopany retires by rotation and is eligible for re-
appointment at the forthcoming Eleventh Annual General Meeting.

6.6 Shri Sukhvir Singh ceased to be Director of the Company w.e.f.
close of work on 03rd November, 2015.

6.7 Remuneration Policy

The Board on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management personnel and their remuneration. The Remuneration
Policy is stated in the Corporate Governance Report and is also
available on the Company''s Website. The Policy contains, inter-alia,
directors'' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a
director, etc. The policy is available on the website of the Company at
the web link: http://
sutlejtextiles.com/pdf/policy/Remuneration-Policy.pdf

6.8 Familiarization Policy

Pursuant to Regulation 25(7) of Listing Regulations, 2015, the Board
has framed a policy to familiarize the Independent directors about the
Company. The policy is available on the website of the Company at the
web link: http://sutlejtextiles.com/pdf/policy/
FamiliarisationPrograme.pdf

7. 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 statements in terms of Section 134(3)(c) of the Companies
Act, 2013:

a. that in the preparation of the annual financial statements for the
year ended March 31, 2016, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;

b. that such accounting policies have been selected and applied
consistently and judgment 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, 2016 and of the Profit of the
Company for the year ended on that date;

c. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a going
concern basis;

e. that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.


8. Related Party Transactions

All related party transactions that were entered into during the
financial year were on an arm''s length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons, except Acquisition of
Birla Textile Mills (a Division of Chambal Fertilizers and Chemicals
Ltd.) by virtue of Shri C. S. Nopany being Director in your Company as
well as Chambal and holding more than two percent of equity shares
along with his relatives in Chambal Fertilizers and Chemicals Ltd.

All Related Party Transactions are placed before the Audit Committee as
also the Board for approval. Prior omnibus approval of the Audit
Committee is obtained on an annual basis for the transactions which are
of a foreseen and repetitive nature. A detailed statement of such
related party transactions entered into pursuant to the omnibus
approval so granted are placed before the Audit Committee and the Board
of Directors for their review on a quarterly basis. Suitable disclosure
as required by the Accounting Standards (AS18) has been made in the
notes to the Financial Statements.

The Company has developed a Related Party Transactions Policy for the
purpose of identification and monitoring of such transactions. The
policy on Related Party Transactions as approved by the Board is
uploaded on the Company''s website at the web link: http://
sutlejtextiles.com/pdf/policy/Policy-on-Related-Party-Transactions.
pdf

9. Significant and Material Orders Passed By The Regulators Or Courts

There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.

10. Vigil Mechanism / Whistle Blower Policy

The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Regulation 22 of Listing Regulations,
2015 includes an Ethics & Compliance Task Force comprising senior
executives of the Company. Protected disclosures can be made by a
whistle blower through an e-mail, or dedicated telephone line or a
letter to the Task Force or to the Chairman of the Audit Committee. The
Policy on vigil mechanism and whistle blower policy may be accessed on
the Company''s website at the link:
http://sutlejtextiles.com/pdf/policy/Whistle-Blower-Policy-
adopted-13.05.14.pdf

11. Auditors Report

The Notes on Accounts and the observations of the Auditors in their
Report on the Accounts of the Company are self-explanatory and in the
opinion of the Directors, do not call for any further clarifications.

12. Auditors

12.1 Statutory Auditor

The Company''s Auditors, M/s. Singhi & Co., Chartered Accountants, Delhi
(Reg No. 302049E) who retire at the ensuing Annual General Meeting of
the Company are eligible for reappointment. They have confirmed their
eligibility under Section 141 of the Companies Act, 2013 and the Rules
framed there under for reappointment as Auditors of the Company. As
required under the Listing Regulation, 2015, the auditors have also
confirmed that they hold a valid certificate issued by the Peer Review
Board of the Institute of Chartered Accountants of India.

12.2 Branch Auditor

The Company''s Branch Auditors, M/s. S.R. Batliboi & Co. LLP., Chartered
Accountants (Reg No. 301003E), retire at the conclusion of Annual
General Meeting and are eligible for re-appointment. Requisite Consent
and Certificates from the Auditors have been received to the effect
that their re-appointment, if made, would be within the limits
prescribed under Chapter X of the Companies Act, 2013 and Companies
(Audit and Auditors) Rules, 2014 under the said Act. Further, they also
hold a valid certificate issued by the Peer Review Board of the ICAI as
required under Regulation 33 of listing Regulation, 2015.

12.3 Internal Auditors

The Board of Directors upon the recommendation of the Audit Committee
of the Board on 11th May, 2016 has appointed M/s. Vaish & Associates,
Chartered Accountants (FRN:005388N) as Internal Auditors of the
Company. They have confirmed their eligibility and has granted consent
to act as Internal Auditors of the Company.

12.4 Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The
Companies (Cost Records and Audit) Amendment Rules, 2014, the cost
audit records maintained by the Company are required to be audited.
Your Directors had, on the recommendation of the Audit Committee,
appointed M/s. K. G. Goyal & Associates, Jaipur (Reg No. FRN-000024) to
audit the cost auditing records relating to Company''s units Rajasthan
Textile Mills, Chenab Textiles Mills, Birla Textile Mills and
Damanganga Home Textiles for the financial year 2016-17 on a
remuneration of C1.70 lakhs (excluding service tax). The appointment is
subject to the approval of the Central government. As required under
the Companies Act, 2013, the remuneration payable to the cost auditor
is required to be placed before the Members in a general meeting for
their ratification. Accordingly, a Resolution seeking Member''s
ratification for the remuneration payable to K.G.Goyal & Associates,
Cost Auditors is included in the Notice convening the Annual General
Meeting.


12.5 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company appointed M/s. R. Chouhan &
Associates, Company Secretary in Practice, to undertake the Secretarial
Audit of the Company for the year under review. The Audit Report
annexed along with observations of the Auditor is self- explanatory
and, does not call for any further clarification.

13. Business Risk Management

Pursuant to Regulation 17(9) of the Listing Regulation, 2015 the
Company has laid down a framework to inform the Board about the
particulars of risk assessment and minimization procedures. These
procedures are reviewed by the Board annually to ensure that executive
management controls risk through the mechanism of a properly defined
framework.

The Company has a robust Business Risk Management framework to
identify, evaluate, access business risks and their impact thereupon.
The key business risk elements identified by the Company and bifurcated
under different Heads are as under:

I. Operations: This head includes risk elements such as Non-
availability of Labour, Labor Unrest, Non-availability of Power,
Non-Availability of Water, Breakdown, Non-availability of Competent
Personnel, Pollution Control, Legal Compliance, Safety, Logistics /
Transport, Machinery Spares and Equipment Issues, etc.

II. Raw Materials: This head covers Cost of Raw Materials, Non-
Availability of Raw Materials, etc.

III. Financial: This head covers risk elements such as Dwindling
Financial Ratios, Foreign Exchange Fluctuations, Drop in Credit Rating,
Investor Relations, Fraud, Inadequate Insurance, etc.

IV. Market: This head includes risk elements such as Price of Finished
Products, Demand Supply Mismatch, Substitute Products, Bad Debts,
Service / Product Complaints, Brand Image, etc.

Each element of Risk mentioned above is measured on a scale of 100,
based on the probability of risk and based on such assessment, the risk
is further classified under 6 categories from "A" to "F" where "A"
denotes highest risk perception and "F" denotes lowest risk perception.

The Impact of each element of assessed risk is also measured on a scale
of 100 in terms of impact on Profits of the Company and is further
classified under 6 categories from "A" to "F" as mentioned above.

14. Internal Financial Control System

The Company has a robust and comprehensive Internal Financial Control
system commensurate with the size, scale and complexity of its
operation. The system encompasses the major processes to ensure
reliability of financial reporting, compliance with policies,
procedures, laws, and regulations, safeguarding of assets and
economical and efficient use of resources.

The Company has performed an evaluation and made an assessment of the
adequacy and the effectiveness of the Company''s Internal Financial
Control System. The Statutory Auditors of the Company have also
reviewed the Internal Financial Control system implemented by the
Company on the financial reporting and in their opinion, the Company
has, in all material respects, adequate Internal Financial Control
system over Financial Reporting and such Internal Financial Controls
over Financial Reporting were operating effectively as on 31st March,
2016 based on the internal control over Financial reporting Criteria
established by the Company.

The policies and procedures adopted by the company ensures the orderly
and efficient conduct of its business and adherence to the company''s
policies, prevention and detection of frauds and errors, accuracy and
completeness of the records and the timely preparation of reliable
financial information.

The Internal auditors continuously monitor the efficacy of internal
controls with the objective of providing to the Audit Committee and the
Board of Directors, an independent, objective and reasonable assurance
on the adequacy and effectiveness of the organization''s risk management
with regard to the internal control framework.

Audit committee meets regularly to review reports submitted by the
Internal auditors. The Audit Committee also meet the Company''s
Statutory Auditors to ascertain their views on the financial
statements, including the financial reporting system and compliance to
accounting policies and procedures followed by the Company.

15. Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo

The requisite information with regard to conservation of energy,
technology absorption and foreign exchange earnings and outgo, in terms
of the Section 134(3)(m) of the Companies Act, 2013, read with
Companies (Accounts) Rules, 2014 is given in "Annexure I ", to this
report.

16. Management Discussion and Analysis Report

The detailed review of the operations, performance and outlook of the
Company is given separately in the Management Discussion and Analysis
Report as required under Regulation 34 of the Listing Regulations,
2015, by way of "Annexure II" to this report.

17. Corporate Governance

Your Company is committed to maintain the highest standards of ethics
and governance, resulting in enhanced transparency for the benefit of
all stakeholders. The Company fully complies with the governance
practices as enunciated in the Listing Regulations, 2015. As per the
Listing Regulations, 2015 with stock exchanges, and the requirements
set out by the Securities and Exchange Board of India, the Company has
implemented all the stipulations prescribed. The Company has adopted a
Code of Conduct, which is applicable to the Board members and senior
management, in accordance with Regulation 26(3) of the Listing
Regulations, 2015. The Report on Corporate Governance as stipulated
under Regulation 27 of the Listing Regulations, 2015 forms a part of
this report as "Annexure III". The requisite Certificate from the
Statutory Auditors of the Company, M/s Singhi & Co., Chartered
Accountants, confirming compliance with the conditions of Corporate
Governance as stipulated under the aforesaid Regulation 27 of the
Listing Regulations, 2015, is annexed to the Report on Corporate
Governance. The General Shareholders Information annexed to the Report
forms a part of the Report.

18. Corporate Social Responsibility

As a responsible corporate citizen, your Company continue to be
partners in growth, aligning our initiatives with the local
government''s campaigns for social empowerment, such as Swachh Bharat,
etc. The Company believes that the ultimate objective of your Company
is to benefit local communities through initiatives, which contribute
to nation building.

Your Company had formed a Corporate Social Responsibility ("CSR")
Committee in conformity with Section 135 of the Companies Act, 2013 and
Rules made there under to oversee the CSR Activities initiated by the
Company during the financial year under review. The details of
Committee and its terms of reference are set out in the Corporate
Governance Report forming part of the Board''s Report. The CSR
Committee had adopted a CSR Policy for the Company which provides a
broad framework with regard to implementation of CSR Activities carried
out by the Company in accordance with Schedule VII of the Companies
Act, 2013 which may be accessed on the Company''s website at the link:
http://sutlejtextiles.com/pdf/
policy/SUTLEJ-CSR-Policy-2014-Adopted-13.05.2014.pdf A report on CSR
activities as prescribed under the Companies Act, 2013 and Rules made
there under is annexed herewith as "Annexure IV".

19. Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made
there under, your Company has constituted Internal Complaints
Committees (ICC) at its workplaces. During the year, no complaints were
filed with the Company.

20. Extract of Annual Return

The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure V ".

21. Particulars of Employees

The information required pursuant to Section 197 read with Rule, 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, is provided
herewith as "Annexure VI", which forms part of the Report.

22. Acknowledgements

Your Directors would like to express their sincere appreciation for
assistance and co-operation received from the various stake holders
including financial institutions and banks, Governmental authorities
and other business associates who have extended their valuable support
and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep
appreciation of the committed services rendered by the employees at all
levels of the Company, who have contributed significantly towards
Company''s performance and for enhancing its inherent strength. Your
Directors also acknowledge with gratitude the encouragement and support
extended by our valued shareholders.

For and on behalf of the Board

Place : New Delhi (C.S. Nopany)

Dated : 11.05.2016 Executive Chairman


Mar 31, 2015

Dear members,

The Directors are pleased to present their Tenth Annual Report on the business and operations of your Company alongwith the audited financial statements for the year ended 31st March, 2015.

1. Financial Results

Financial Results of the Company for the year under review alongwith the figures for previous year are as follows :

1.1 Highlights of Performance

* Revenue from operations (Gross) stood at Rs. 187,858.42 Lakhs as compared to Rs. 188,390.37 Lakhs in FY 2013-14;

* Profit before Tax for the FY 2014-15 was Rs. 14,822.31 Lakhs

as compared to Rs. 17,172.63 Lakhs in FY 2013-14;

* Profit after tax for the FY 2014-15 was Rs. 11,545.90 Lakhs as compared to Rs. 13,137.81 Lakhs in FY 2013-14.

1.2 Financial Results

(Rs. in lakhs) Particulars

Revenue from Operations (Gross) 187,858.42 188,390.37

Gross Profit 21,881.21 24,754.98

Less: Depreciation, Impairment and Amortisation Expenses 6,990.73 7,518.62

Exceptional Item 68.17 63.73

Taxation:

- Current 3,155.00 3,589.00

- MAT Credit (entitlement)/ Utilised (300.00) 766.00

- Earlier years (2.38) (7.68)

- Deferred (net) 423.79 (312.50)

Profit after Tax 11,545.90 13,137.81

Add: Balance brought forward from the previous year 32,304.60 22,100.16

Profit available for appropriation 43,850.50 35,237.97

Appropriations:

Proposed dividend 1,638.29 1,310.63

Corporate dividend tax 333.52 222.74

Transfer to the general reserve 1,200.00 1,400.00

Balance in statement of profit and loss 40,678.69 32,304.60

TOTAL 43,850.50 35,237.97

The Company proposes to transfer an amount of Rs. 1,200.00 Lakh to the General Reserves. An amount of Rs. 40,678.69 Lakh is proposed to be retained in the Statement of Profit and Loss.

2. Dividend

Your Directors are pleased to recommend dividend of Rs. 10/- per share for the year ended 31st March, 2015, subject to shareholders' approval at the forthcoming Annual General Meeting. The total amount of dividend to be paid to the shareholders will be Rs. 1,972 lakhs (inclusive of dividend tax).

3. Share Capital

The paid up Equity Share Capital as on March 31, 2015 was Rs. 1,638.29 lakhs comprising of 16382862 Equity Shares of Rs. 10/- each. During the year under review, the Company has not issued any further shares to the members or general public.

4. Finance

4.1 Cash and cash equivalents as at 31st March, 2015 was Rs. 222.74 Lakh. The company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through a process of continuous monitoring.

4.2 Rating

Your Company rating was upgraded as under:

i. CARE A (Single A Plus) for Long-Term Bank facilities (Term Loan) from CARE A- (Single A Minus) signifying adequate degree of safety regarding timely servicing of financial obligations and such instruments carry low credit risk &

ii. CARE A1 (A One Plus) for short term bank facilities (Fund based and Non-Fund based) from Care A2 (A Two Plus) signifying a very strong degree of safety regarding timely payment of financial obligations and such instruments carry lowest credit risk.

4.3 Deposits

The Company has discontinued its Fixed Deposit Scheme with effect from 31st March, 2014 and has not accepted Deposits from the public falling within the ambit of Chapter V of the Companies Act, 2013. As on March 31, 2015, there were no unclaimed/outstanding deposits or accrued interest with respect to deposits.

4.4 Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

5. Expansions and Acquisition, and other Capital Projects

The financial year under review witnessed a great deal of expansion activities carried out by your company through organic as well as inorganic means. The details of the expansion projects are given as under:

5.1. Expansion of Operations at Damanganga Home Textiles, Daheli, Bhilad

Your Company is expanding the operations at one of its units viz, Damanganga Home Textiles, Daheli, Bhilad, Gujarat at a cost of Rs. 88.50 crore. The project is under implementation and will be completed in the beginning of FY 2016-17. The same will result in increasing its capacity in existing facility to 9.6 Mn metres p.a from 2.5 Mn metres p.a. The expansion of operations in Home Textile Division will ensure further strengthening of Company's end to end operations from Yarn to Home Textile.

5.2 Cotton Melange Expansion Project at CTM, Kathua

Your Company has successfully completed expansion of its Kathua Unit by 31,104 spindles to manufacture value added cotton melange and cotton blended dyed yarn and commenced commercial production w.e.f 1st Nov 2014. Post this expansion, the Company's total yarn spinning capacity stands at 293,736 spindles, of which 96,720 spindles are utilized to make Cotton Melange and cotton blended dyed yarn. The rest of the spindles are utilized towards manufacturing mainly of synthetic dyed yarns. The addition of the new capacity will enable the Company to further strengthen its position as a leading player in the niche Cotton Melange and cotton blended dyed segment.

5.3 Expansion and modernisation

5.3.1 The Company has decided to expand its Unit Rajasthan Textile Mills, Bhawanimandi (Raj.) by 31,104 spindles to manufacture Cotton Melange and Cotton Blended Dyed yarn involving a capital outlay of about Rs. 235 Crores which will be financed by internal accruals and loans from banks.

5.3.2 Further, the Company has spent Rs. 58 Crores on modernization and balancing equipments at all its units during 2014-15. The capital purchases were financed by internal accruals and loans from Banks.

5.4 Acquisition

Your Company has an existing spinning capacity of 2,93,736 spindles as on March 2015. The Company has been actively exploring further growth in spindlage to effectively expand its spinning capacity to a substantial extent. As organic growth through installation of additional spindles would have taken considerable time for project implementation. Your Board has approved acquisition of Birla Textile Mills, located at Baddi, Tehsil Nalagarh, District Solan, Himachal Pradesh [Textile Division of Chambal Fertilisers and Chemicals Limited] having 83,376 spindles to manufacture cotton, blended and synthetic grey and dyed yarns, as a going concern on slump sale basis. The acquisition which shall be effective from 1st April, 2015 (subject to requisite statutory and regulatory approvals) shall be at the total purchase consideration of Rs. 232.63 crores (including net current assets less term loans), and subject to closing and other adjustments, if any. This acquisition will be financed by internal accruals and loans from Banks. Post acquisition the spinning capacity shall be 3,77,112 spindles. The acquisition of the Birla Textile Mills will have strong synergy with the business of the Company as it also manufactures cotton, blended and synthetic grey and dyed yarns.

6. Closure of Company's Fabric Division, namely, Damanganga Fabrics, Bhilad, Gujarat

During the financial year under review, your Company decided to permanently close the operations of one of the Company's weaving unit of, Damanganga Fabrics, Daheli, Bhilad Gujarat. In view of the continuous un-economic working, with no possibility of its revival in the future, your Company decided to permanently close the operations of the weaving Division of Damanganga Fabrics Unit, w.e.f. 1st October, 2014. The impact of the closure on the Company's operations was not significant in terms of the Unit's contribution to Company's turnover as well as to the profitability, as the turnover of the Unit in FY 2013-2014 was Rs. 60.71 Crore, as against total turnover of the Company which was Rs. 1,880.62 Crore that is 3.23 per cent only of the total turnover. The Unit had reported a net loss of Rs. 9.38 Crore in FY 2013-2014, against total net profit (after tax) of the Company of Rs. 131.38 Crore.

7. Directors

7.1 The company's Board of Directors comprises Nine members, Eight of whom are Non-executive Directors and one Wholetime Director. The Non-executive Directors are eminent professionals with vast experience of industry, finance and law.

7.2 Meetings of the Board

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year under review, Seven Board Meetings and Five Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Agreement.

7.3 At its Ninth Annual General Meeting held on 23rd August, 2014, your Company had appointed the existing Independent Directors viz., Shri U. K. Khaitan, Shri Amit Dalal, Shri Rajiv Podar, Shri Rajan Dalal and Dr. Mahmoodur Rahman as Independent Directors under the Act for a term of five years with effect from 23rd August, 2014. 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.

7.4 On the recommendation of the Nomination & Remuneration Committee, the Board of Directors has appointed Ms. Sonu Bhasin as Additional Director (Non- Executive Independent) on 7th May, 2015, subject to the approval of the Shareholders at the forthcoming Tenth Annual General Meeting of the Company.

7.5 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 Committees. The manner of evaluation has been explained in the Corporate Governance Report.

7.6 In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Shri C. S. Nopany retires by rotation and is eligible for re-appointment at the forthcoming Tenth Annual General Meeting.

7.7 Remuneration Policy

The Board on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and is also available on the Company's Website. The Policy contains, inter-alia, directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director, etc. The policy is available on the website of the Company at the weblink: http://sutlejtextiles.com/pdf/policy/ Remuneration-Policy.pdf

8. 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 statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgment 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, 2015 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

9. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, except Acquisition of Birla Textile Mills (a Division of Chambal Fertilisers and Chemicals Ltd. (CFCL)) by virtue of Shri C. S. Nopany being Director in your Company as well as in CFCL and holding more than two percent of equity shares alongwith his relatives in CFCL.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. A detailed statement of such related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review on a quarterly basis. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The Form No. AOC-2 is annexed to this report.

The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at the weblink: http://sutlejtextiles.com/pdf/policy/Policy-on- Related-Party-Transactions.pdf

10. Significant and Material Orders Passed By The Regulators Or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

11. Vigil Mechanism / Whistle Blower Policy

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: http://sutlejtextiles.com/pdf/policy/ Whistle-Blower-Policy-adopted-13.05.14.pdf

12. Auditors Report

The Notes on Accounts and the observations of the Auditors in their Report on the Accounts of the Company are self- explanatory and in the opinion of the Directors, do not call for any further clarifications.

13. Auditors

13.1 Statutory Auditor

The Company's Auditors, M/s. Singhi & Co., Chartered Accountants, Delhi (Reg No. 302049E) who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

13.2 Branch Auditor

The Company's Branch Auditors, M/s. S.R. Batliboi & Co. LLP., Chartered Accountants (Reg No. 301003E), retire at the conclusion of Annual General Meeting and are eligible for re-appointment. Requisite Consent and Certificates from the Auditors have been received to the effect that their re- appointment, if made, would be within the limits prescribed under Chapter X of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 under the said Act. Further, they also hold a valid certificate issued by the Peer Review Board of the ICAI as required under revised clause 41 of listing agreement.

13.3 Internal Auditors

The Board of Directors upon the recommendation of the Audit Committee of the Board on 13th May, 2015 has appointed M/s. Vaish & Associates, Chartered Accountants (FRN:005388N) as Internal Auditors of the Company. They have confirmed their eligibility and has granted consent to act as Internal Auditors of the Company.

13.4 Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. K. G. Goyal & Associates, Jaipur (Reg No. FRN-000024) to audit the cost auditing records relating to Company's units Rajasthan Textile Mills, Chenab Textiles Mills, Damanganga Home Textiles for the financial year 2015-16 on a remuneration of Rs. 1.35 lakhs. The appointment is subject to the approval of the Central government. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to K.G.Goyal & Associates, Cost Auditors is included in the Notice convening the Annual General Meeting.

13.5 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. R. Chouhan & Associates, Company Secretary in Practice, to undertake the Secretarial Audit of the Company for the year under review. The Audit Report annexed along with observations of the Auditor is self-explanatory and, does not call for any further clarification.

14. Business Risk Management

Pursuant to Clause 49 of the Listing Agreement, the Company has laid down a framework to inform the Board about the particulars of risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that executive management controls risk through the mechanism of a properly defined framework.

The Company has a robust Business Risk Management framework to identify, evaluate, access business risks and their impact thereupon. The key business risk elements identified by the Company and bifurcated under different heads are as under:

I. Operations : This head includes risk elements such as Non-availability of Labour, Labor Unrest, Non-availability of Power, Non-Availability of Water, Breakdown, Non- availability of Competent Personnel, Pollution Control, Legal Compliance, Safety, Logistics / Transport, Machinery Spares and Equipment Issues, etc.

II. Raw Materials : This head covers Cost of Raw Materials, Non-Availability of Raw Materials, etc.

III. Financial : This head covers risk elements such as Dwindling Financial Ratios, Foreign Exchange Fluctuations, Drop in Credit Rating, Investor Relations, Fraud, Inadequate Insurance, etc.

IV. Market : This head includes risk elements such as Price of Finished Products, Demand Supply Mismatch, Substitute Products, Bad Debts, Service / Product Complaints, Brand Image, etc.

Each element of Risk mentioned above is measured on a scale of 100, based on the probability of risk and based on such assessment, the risk is further classified under 6 categories from "A" to "F" where "A" denotes highest risk perception and "F" denotes lowest risk perception.

The Impact of each element of assessed risk is also measured on a scale of 100 in terms of impact on profits of the Company and is further classified under 6 categories from "A" to "F" as mentioned above.

15. Internal Control Systems and their adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the mandate provided to the internal Auditors. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

16. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The requisite information with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo, in terms of the Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 is given in "Annexure I", to this report.

17. Management Discussion and Analysis Report

The detailed review of the operations, performance and outlook of the Company is given separately in the Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement, by way of "Annexure II" to this report.

18. Corporate Governance

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. The Company fully complies with the governance practices as enunciated in the Listing Agreement. As per Clause 49 of the Listing Agreement with stock exchanges, and the requirements set out by the Securities and Exchange Board of India, the Company has implemented all the stipulations prescribed. The Company has adopted a Code of Conduct, which is applicable to the Board members and senior management, in accordance with the recently enacted statutory changes. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreements forms a part of this report as "Annexure III". The requisite Certificate from the Statutory Auditors of the Company, M/s Singhi & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to the Report on Corporate Governance. The General Shareholders Information annexed to the Report forms a part of the Report.

19. Corporate Social Responsibility

Your Company had formed a Corporate Social Responsibility ("CSR") Committee in conformity with Section 135 of the Companies Act, 2013 and Rules made thereunder to oversee the CSR Activities initiated by the Company during the financial year under review. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report. The CSR Committee had adopted a CSR Policy for the Company which provides a broad framework with regard to implementation of CSR Activities carried out by the Company in accordance with Schedule VII of the Companies Act, 2013 which may be accessed on the Company's website at the link: http://sutlejtextiles.com/pdf/ policy/SUTLEJ-CSR-Policy-2014- Adopted-1 3.05.2014.pdf. A report on CSR activities as prescribed under the Companies Act, 2013 and Rules made thereunder is annexed herewith as "Annexure IV".

20. Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, your Company has constituted Internal Complaints Committees (ICC) at its workplaces. During the year, no complaints were filed with the Company.

21. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure V".

22. Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided herewith as "Annexure VI", which forms part of the Report.

23. Acknowledgements

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the various stake holders including financial institutions and banks, Governmental authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company, who have contributed significantly towards Company's performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board

Place : Mumbai C.S. Nopany Dated : 07.05.2015 Chairman


Mar 31, 2014

Dear Members,

1. The Directors are pleased to present their Ninth Annual Report on the business and operations of your Company for the year ended 31st March, 2014.

Financial results (Rsin lakhs)

Particulars Year ended Year ended 31st March 31st March 2014 2013 Revenue from Operations (Gross) 188,390.37 169,036.95

Gross Profit 24,754.98 16,899.52

Less: Depreciation, Impairment and Amortisation Expenses 7,518.62 7,014.67

Exceptional Item 63.73 605.84

Taxation:

-Current 3,589.00 1,921.00

- MAT Credit (entitlement)/ Utilised 766.00 (100.00)

- Earlier years (net) (7.68) 5.33

- Deferred (net) (312.50) (244.07)

Net Profit 13,137.81 7,696.75

Add: Balance brought forward from the previous year 22,100.16 15,842.31

Profit available for appropriation 35,237.97 23,539.06

Appropriations:

Proposed dividend 1,310.63 546.10

Corporate dividend tax 222.74 92.80

Transfer to the general reserve 1,400.00 800.00

Balance in statement of profit and loss 32,304.60 22,100.16

TOTAL 35,237.97 23,539.06

Dividend

2. Your Directors are pleased to recommend dividend of ^8 per share for the year ended 31st March, 2014, subject to shareholders'' approval at the forthcoming Annual General Meeting. The total amount of dividend to be paid to the shareholders will be ^1,533.37 lakhs (inclusive of dividend tax).

Share Capital

3. 1. Your Company has issued and allotted 54,60,954 Bonus Shares to its Shareholders during the FY 2013-14 in the ratio of 1 (One) Bonus Equity Share for every 2 (Two) existing Equity

26

Shares, after capitalising a sum of ^5,46,09,540 (Rupees Five Crore Forty Six Lakh Nine Thousand Five Hundred Forty Only) from the Capital Reserve and General Reserve. The total paid up share capital of the Company after the Bonus Issue stands at 16,382,862 shares of Rs.10 each.

3.2. The Company, vide a resolution passed in the 8th Annual General Meeting of the shareholders, has reclassified and increased its Authorised Share Capital from ^30 Crore (Rupees Thirty Crore Only) to ^50 Crore (Rupees Fifty Crore Only) divided into 5,00,00,000 Equity Shares of Rs.10 each.

Capital Projects

4.1 The Company is in the process of implementing a major expansion project of 30,672 spindles at its Kathua Unit for manufacturing Cotton Melange and Cotton Blended Dyed yarn involving a capital outlay of about Rs.175 Crore. The Company has spent approximately Rs.54 Crore on this project during the year. Further, the Company has spent Rs.55 Crore on modernisation and balancing capital equipments at all its units. The capital purchases were financed by internal accruals and loans from Banks.

4.2 The Company further intends to invest on modernisation and balancing capital equipments to the tune of Rs.119 Crore during 2014-1 5, which will be financed by internal accruals and loans from banks.

Fixed Deposits

5.1 At the end of the financial year under review, fixed deposits from the public, shareholders and employees amounted to Rs.2,553.10 lakhs and deposits amounting to nil remained unclaimed as on 31 st March, 2014.

5.2 In compliance with Chapter V of the Companies Act, 2013 relating to Acceptance of Deposits by Companies and Companies (Acceptance of Deposits) Rules, 2014, your Company has decided to repay/pre-pay outstanding deposits along with the accrued interest either on due dates or within one year from the commencement of the revised Rules, whichever is earlier.

Particulars of Employees

6. Information in accordance with Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, is given in Annexure-I, which forms part of this report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

7. The requisite information with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo, in terms of the Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure-ll, to this report.

Management Discussion and Analysis Report

8. The detailed review of the operations, performance and outlook of the Company is given separately in the Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement, by way of Annexure-lll to this report.

Corporate Governance

9. Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. As per the revised Clause 49 of the Listing Agreement with the Stock Exchanges, and the requirements set out by the Securities and Exchange Board of India, the Company has implemented all the stipulations prescribed. The Company has adopted a Code of Conduct, which is applicable to the Board members and senior management, in accordance with the recently enacted statutory changes. The Company fully complies with the governance practices as enunciated in the Listing Agreement. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreements forms a part of this report as Annexure-IV.

10. The requisite Certificate from the Statutory Auditors of the Company, M/s Singhi & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to the Report on Corporate Governance.

11. The General Shareholders Information annexed to the Report forms a part of the Report.

Compliance of Accounting Standards

12. As per requirement of the Listing Agreement with Stock Exchanges and Accounting Standards of the Institute of Chartered Accountants of India, your Company has made disclosures in respect of Related Party Transactions and Deferred Taxation. The applicable Accounting Standards Rules have been duly adopted by the Company in pursuance to the provision of Section 211 (3A) of the Companies Act, 1956.

Directors'' Responsibility Statement

13. As required under Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm:

(i) That in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable Accounting Standards Rules relating to material departures, if any, were followed along with proper explanations; and the Notes in the Auditors'' Report in this regard are self-explanatory;

(ii) That such accounting policies were selected and applied consistently and judgements and estimates were made that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for the year ended 31st March, 2014;

(iii) That proper and sufficient care were taken for the maintenanceof adequate accounting recordsin accordancewith the provisions of the Companies Act, 1956, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

(iv) That the annual accounts have been prepared on a going concern basis for the financial year ended 31 st March, 2014.

Directors

14.1. Pursuant to Section 152 of the Companies Act, 2013, read with Article 139 of the Articles of Association of the Company, Mr. Sukhvir Singh, a Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

14.2. As required under section 149(10) and (11) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement, the following Directors of the Company namely Shri U.K.Khaitan, Amit Dalai, Rajan Dalai, Rajiv Podar and Dr. Mahmoodur Rahman, who held office as Independent Directors shall require reappointment at the Annual General Meeting. Being eligible, each of the Directors has offered himself for reappointment. Members are requested to appoint them for tenure of 5 years as Independent Directors (not liable to retire by rotation).

Auditors'' Report

15. The Notes on accounts and the observations of the Auditors in their Report on the Accounts of the Company are self-explanatory and in the opinion of the Directors, do not call for any further clarifications.

Auditors

1 6. M/s. Singhi & Co., Auditors (registration no. 302049E) and

M/s. S.R. Batliboi & Co. LLP, Branch Auditors (registration no. 301003E) retire at the conclusion of Annual General Meeting and are eligible for reappointment. Requisite Consent and Certificates from the Auditors have been received to the effect that their reappointment, if made, would be within the limits prescribed under Chapter X of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 under the said Act. Further, they also hold a valid certificate issued by the Peer Review Board of the ICAI as required under revised clause 41 of listing agreement.

Cost Auditors

17. In accordance with the directive of the Central Government and pursuant to Section 148 of the Companies Act, 2013, M/s. K. G. Goyal & Associates, Jaipur, Cost Accountants, have been appointed as Cost Auditors to audit the cost accounting records relating to Company''s units Rajasthan Textile Mills, Chenab Textiles Mills, Damanganga Fabrics and Damanganga Home Textiles for the financial year 2014-1 5. The appointment is subject to the approval of the Central government.

18. Cost Audit Reports for all the applicable products for the year ended 31.03.2013 were filed in the requisite revised format with the Cost Audit Cell of the Ministry of Corporate Affairs on 5.9.2013, that is, within the permitted due date.

Acknowledgements

19. Your Directors would like to express their sincere appreciation for assistance and co-operation received from the various stake holders including financial institutions and banks, Governmental authorities and all other stakeholders who have extended their valuable support and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company, who have contributed significantly towards Company''s performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board

Place: Mumbai C.S. Nopany Dated: 13.05.2014 Chairman


Mar 31, 2013

1. The Directors are pleased to present their Eighth Annual Report on the business and operations of your Company for the year ended 31st March, 2013.

FINANCIAL RESULTS (Rs. in lakhs)

Year ended Year ended Particulars 31st March, 2013 31st March, 2012

Revenue from Operations (Gross) 169036.95 154170.79

Gross Profit 16899.52 10860.78

Less: Depreciation and Amortisation expenses 7014.67 6900.36

Exceptional Item 605.84 -

Taxation:

-Current 1921.00 890.00

- MAT Credit (entitlement)/reversal (100.00) 161.00

- Earlier years (net) 5.33 10.98

- Deferred (net) (244.07) (274.95)

Net Profit 7696.75 3173.37

Add: Balance brought forward from the previous year 15842.31 13703.63

Profit available for appropriation 23539.06 16877.00

Appropriations:

Proposed dividend 546.10 546.10

Corporate dividend tax 92.80 88.59

Transfer to the general reserve 800.00 400.00

Balanc e statement of profit and loss 22100.16 15842.31

TOTAL 23539.06 16877.00

DIVIDEND

2. Your Directors are pleased to recommend dividend of Rs. 5/- per share for the year ended 31st March, 2013, subject to shareholders'' approval at the forthcoming Annual General Meeting. The total amount of dividend to be paid to the shareholders will be Rs. 638.90 lakhs (inclusive of dividend tax).

BONUS ISSUE

3. Your Company has posted substantial/significant growth both in revenues as well as profits in the last few years. In view of this successful value creation cycle, and accrued position of Reserves & Surplus as at 31st March, 2013, the Board of Directors have great pleasure in proposing issue of Bonus shares in the ratio of 1 (One) Bonus equity share for every 2 (Two) existing shares; subject to approval by the Shareholders of the Company and other Statutory Approvals as may be required, by capitalizing a sum not exceeding Rs. 5,46,09,540/- (Rupees Five Crore Fortysix Lakhs Nine Thousand Five Hundred Forty Only) from the Capital Reserve, General Reserve and/or Statement of Profit & Loss, (as may be decided by the Board of Directors) and applying the said sum in paying up in full for issue of up to 5460,954 Equity Shares of Rs. 10 each to the Members of the Company, in proportion of One (l) Bonus Equity Share of Rs. 10 each for every Two (2) Fully paid-up Equity Shares of Rs. 10 each held by them.

CAPITAL PROJECTS

4. The Company invested Rs.30 crores during the year for modernization. The Company intends to further invest Rs.l67 crores for expansion of its Kathua Unit by 26064 spindles for manufacture of value added Cotton Melange and Cotton Blended Dyed yarns and Rs.97 crores for modernization and balancing capital equipments.

The capital purchases will be financed by internal accruals and loans from Banks.

FIXED DEPOSITS

5. At the end of the financial year under review, fixed deposits from the public, shareholders and employees amounted to Rs. 2234.90 lakhs; deposits amounting to Rs.0.20 lakh remained unclaimed as on 31st March, 2013.

PARTICULARS OF EMPLOYEES

6. Information in accordance with Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, is given in Annexure-I, which forms a part of this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

7. The requisite information with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo, in terms of the Section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure-ll, to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

8. The detailed review of the operations, performance and outlook of the Company is given separately in the Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement, by way of Annexure-lll to this report.

CORPORATE GOVERNANCE

9. Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. As per the revised Clause 49 of the Listing Agreement with stock exchanges, and the requirements set out by the Securities and Exchange Board of India''s Corporate Governance Practices, the Company has implemented all the stipulations prescribed. The Company has adopted a code of conduct applicable to the Board and senior management. The Company fully complies with the governance practices as enunciated in the Listing Agreement. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreements forms a part of this report as Annexure- IV.

10. The requisite Certificate from the Statutory Auditors of the Company, M/s Singhi & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report by way of Annexure- IV.

11. The General Shareholders Information annexed with Annexure-IV, forms a part of this Report.

COMPLIANCE OF ACCOUNTING STANDARDS

12. As per requirement of the Listing Agreement with Stock Exchanges and Accounting Standards of the Institute of Chartered Accountants of India, your Company has made disclosure in respect of Related Party Transactions and Deferred Taxation. The Company has duly adopted the applicable Accounting Standards Rules in pursuance to the provision of Section 211 (3A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

13. As required under Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards rules relating to material departures, if any, were followed along with proper explanations and the Notes in the Auditors'' Report in this regard are self-explanatory;

(ii) That such accounting policies were selected and applied consistently and judgements and estimates were made that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for the year ended 31st March, 2013;

(iii) That proper and sufficient care were taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

(iv)That the annual accounts were prepared on a going concern basis.

DIRECTORS .

14. Pursuant to section 256 of the Companies Act, 1956, read with Article 139 of the Articles of Association of the Company, Mr. C.S.Nopany, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

AUDITORS'' REPORT

15. The Notes on accounts and the observations of the Auditors in their Report on the Accounts of the Company are self-explanatory and in the opinion of the Directors, do not call for any further clarifications.

AUDITORS

16. M/s. Singhi b Co., Auditors (registration No. 302049E) and M/s. S.R. Batliboi & Co. LLP., Branch Auditors( registration No.301003E) retire at the conclusion of Annual General Meeting and are eligible for re-appointment. Certificate from the Auditors have been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224 (IB) of the Companies Act, 1956. Further they also hold a valid certificate issued by the Peer Review Board of the ICAI as required under revised clause 41 of listing agreement.

COST AUDITORS

17. In accordance with the directives of the Central Government and pursuant to Section 233B of the Companies Act, 1956, M/s. K. G. Goyal & Associates, Jaipur, Cost Accountants, have been appointed as Cost Auditors to audit the cost accounting records relating to Company''s units Rajasthan Textile Mills, Chenab Textiles Mills, Damanganga Fabrics and Damanganga Flome Textiles for the financial year 2013-14. The appointment is subject to the approval of the Central government.

18. Cost Audit Reports for all the applicable products for the year ended 31.03.2012 were filed in current format on 23.01.2013 with the Cost Audit Cell of the Ministry of Corporate Affairs, within due date viz. 28.02.2013.

ACKNOWLEDGEMENTS

19. Your Directors would like to express their sincere appreciation for assistance and co-operation received from the various stake holders including financial institutions and banks, Governmental authorities and other business associates who have extended their valuable support and encouragement during the year under review. Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company, who have contributed significantly towards Company''s performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board

Place; Mumbai C.S. Nopany

Dated: May 08, 2013 Chairman


Mar 31, 2012

1. The Directors are pleased to present their Seventh Annual Report on the business and operations of your Company for the year ended 31st March, 2012.

Financial Results

(Rs. in lakhs)

Particulars Year ended Year ended 31st March, 2012 31st March, 2011

Revenue from Operations (Gross) 154170.79 158546.19

Gross Profit 10860.78 21560.71

Less: Depreciation 6900.36 6786.20

Taxation:

- Current 890.00 2945.00

- MAT Credit (entitlement)/reversal 161.00 (2625.64)

- Earlier years (net) 10.98 (2.17)

- Deferred (net) (274.93) 3023.11

Net Profit 3173.37 11434.21

Add: Balance brought forward from the previous 13703.63 4421.45 year

Profit available for appropriation 16877.00 15855.66

Appropriations:

Proposed dividend 546.10 819.14

Corporate dividend tax 88.59 132.89

Transfer to general reserve 400.00 1200.00

Balance in profit and loss statement 15842.31 13703.63

TOTAL 16877.00 15855.66

Dividend

2. Your Directors are pleased to recommend dividend of Rs. 5/- per share for the year ended 31st March, 2012, subject to shareholders' approval at the forthcoming Annual General Meeting. The total amount of dividend to be paid to the shareholders will be Rs. 634.69 lakhs (inclusive of dividend tax).

Capital Projects

3. The Company invested Rs. 53 crore during the year for capital projects and intends to further invest Rs. 71 crore in 2012-13 for modernisation, upgradation and balancing capital equipments.

The capital purchases are being financed by internal accruals and loans from Banks under Technology Upgradation Fund Scheme of the Government of India.

Fixed Deposits

4. At the end of the financial year under review, fixed deposits from the public, shareholders and employees amounted to Rs. 1791.10 lakhs; deposits amounting to Rs. 0.43 lakh remained unclaimed as on 31st March, 2012.

Particulars of Employees

5. Information in accordance with Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, is given in Annexure-I, which forms part of this report.

Energy, Technology and Foreign Exchange

6. The requisite particulars with regard to energy conservation, technology absorption and foreign exchange earnings and outgo, in terms of the Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are given as Annexure-II, to this report.

Management Discussion and Analysis Report

7. The detailed review of the operations, performance and outlook of the Company is given separately in the Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement, by way of Annexure-III to this report.

Corporate Governance

8. We adhere to the principles of Corporate Governance mandated by the requirements set out by the Securities And Exchange Board of India's Practices and the Listing Agreement with the Stock Exchanges and have implemented all the prescribed stipulations. As required by Clause 49(VI) of the Listing Agreement a detailed report on Corporate Governance forms a part of this Report as Annexure-IV. Certificate from the Statutory Auditors of the Company, M/s Singhi 8 Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders and recognises the importance of continuous assessment of governance practices to create long term value for all the stakeholders.

9. General Shareholder Information annexed with Annexure IV, forms a part of this Report.

Compliance of Accounting Standards

10. As per requirement of the Listing Agreement with Stock Exchanges and Accounting Standards of the Institute of Chartered Accountants of India, your Company has made disclosure in respect of Related Party Transactions and Deferred Taxation. The Company has duly adopted the applicable Accounting Standards in pursuance to the provision of Section 211 (3A) of the Companies Act, 1956.

Directors' Responsibility Statement

11. As required under Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards relating to material departures, if any, were followed along with proper explanations and the Notes in the Auditors' Report in this regard are self-explanatory;

(ii) That such accounting policies were selected and applied consistently and judgements and estimates were made that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for the year ended 31st March, 2012

(iii) That proper and sufficient care were taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

(iv) That the annual accounts were prepared on a going concern basis.

Directors

12. Mr. J.S.Varshneya who was a Director of the Company since 1st June, 2006 and a Member of the some of the Board Committees of the Company, expired suddenly after a brief illness. The Board of Directors lost a valuable member who had made substantial contributions over the years and have conveyed their condolences and deep appreciation to late Mr. Varshneya's family.

13. Mr. S.M.Agarwal a Director of the Company since 2005, retires by rotation at the ensuing Annual General Meeting, and has conveyed his decision not to offer himself for re-appointment due to advanced age. Mr. Agarwal who was a Member of the Finance and Corporate Affairs Committee and is currently a member of the Audit and Remuneration Committees, has contributed significantly to the deliberations of the Board/Committee meetings. The Directors place on record their appreciation of the contributions made by Mr. Agarwal during his tenure on the Board.

14. Mr. U.K.Khaitan and Mr. Amit Dalal, Directors of the Company, retire at the Seventh Annual General Meeting pursuant to section 256 of the Companies Act, 1956, read with Article 139 of the Articles of Association of the Company; and being eligible, offer themselves for reappointment.

15. Dr. Mahmoodur H. Rahman, who was appointed as an Additional Director pursuant to Section 260 of the Companies Act, 1956, holds office upto the ensuing Annual General Meeting, and being eligible offers himself for appointment as a Director.

Auditors' Report

16. The Notes on accounts and the observations of the Auditors in their Report on the Accounts of the Company are self-explanatory and in the opinion of the Directors, do not call for any further clarifications.

Auditors

17. M/s. Singhi & Co., Statutory Auditors (registration no. 302049E) and M/s. S.R. Batliboi & Co., Branch Auditors (registration no.301003E) retire at the conclusion of Seventh Annual General Meeting and are eligible for re-appointment. Certificate from the Auditors have been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. Further they also hold a valid certificate issued by the Peer Review Board of the ICAI as required under revised clause 41 of listing agreement.

Cost Auditors

18. In accordance with the directives of the Central Government and pursuant to Section 233B of the Companies Act, 1956, M/s. K. G. Goyal & Associates, Jaipur, Cost Accountant, have been appointed as Cost Auditors to audit the cost accounting records relating to Company's units Rajasthan Textile Mills, Chenab Textiles Mills, Damanganga Fabrics, Damanganga Garments and Damanganga Home Textiles for the Financial year 2012-13. The appointment is subject to the approval of the Central Government.

19. Cost Audit Reports for all the applicable products for the year ended 31.03.2011 were filed on 24.09.2011 with the Cost Audit Cell of the Ministry of Corporate Affairs, within due dates viz.27.09.2011.

Acknowledgements

20. Your Directors would like to convey their sincere appreciation for assistance and co-operation received from the various stake holders including financial institutions and banks, Governmental authorities and other business associates who have extended their valuable support and encouragement during the year under review. Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company who have contributed significantly towards Company's performance. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board

Place: New Delhi C.S. Nopany

Dated: May 16, 2012 Chairman


Mar 31, 2011

1. The Directors are pleased to present their Sixth Annual Report on the business and operations of your Company for the year ended 31st March, 2011.

Financial results

(Rs. in lakhs) Particulars Year ended Year ended March 31, 2011 March 31, 2010

Gross sales 158546.19 114816.21

Gross Profit 21566.64 10123.05

Less: Depreciation 6786.20 6690.94 Taxation:

– Current 2951.10 580.00

– MAT Credit entitlement (2625.65) –

– Earlier years (net) (2.33) 2.07

– Deferred (net) 3023.11 218.62

Net Profit 11434.21 2631.42

Add: Balance brought forward from the previous year 4421.45 2408.43

Profit available for appropriation 15855.66 5039.85

Appropriations:

Proposed dividend 819.14 273.05

Corporate dividend tax 132.89 45.35

Transfer to the general reserve 1200.00 300.00

Balance in profit and loss a/c carried to balance sheet 13703.63 4421.45

Total 15855.66 5039.85

Dividend

2. Your Directors are pleased to recommend dividend of Rs. 5 per share and a one time special dividend of Rs. 2.50 per share for the year ended 31st March, 2011, subject to shareholders approval at the forthcoming Annual General Meeting. The total amount of dividend to be paid to the shareholders will be Rs. 952.03 lakhs (inclusive of dividend tax).

Capital Projects

3. The Company invested Rs. 37 Crore during the year for capital projects and intends to further invest Rs. 38 Crore in FY 2011-12 and Rs. 50 Crore in FY 2012-13 for modernization, upgradation and balancing capital equipments.

To reinforce its existing competitive edge, your Company is exploring various opportunities for expansion and growth.

If undertaken, the expansion will be financed through internal accruals as well as loans from Banks under TUF Scheme of the Ministry of Textiles, Government of India, under which an interest subsidy of 4% is provided by the government.

Fixed Deposits

4. At the end of the financial year under review, fixed deposits from the public, shareholders and employees amounted to Rs. 1377.30 lakhs; deposits amounting to Rs. 0.15 lakh remained unclaimed as on 31st March, 2011.

Particulars of Employees

5. Information in accordance with Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, is given in Annexure-I, which forms part of this report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

6. The requisite information with regard to conservation of energy , technology absorption and foreign exchange earnings and outgo, in terms of the Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure-II, annexed hereto, and forms part of this report.

Management Discussion and Analysis Report

7. The detailed review of the operations, performance and outlook of the Company is given separately in the Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement, by way of Annexure–III to this report.

Corporate Governance

8. Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. As per the revised Clause 49 of the Listing Agreement with stock exchanges, and the requirements set out by the Securities and Exchange Board of India‘s Corporate Governance Practices, the Company has implemented all the stipulations prescribed. The Company has adopted a code of conduct applicable to the Board and senior management. The Company fully complies with the governance practices as enunciated in the Listing Agreement. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreements forms part of this report.

9. The requisite Certificate from the Statutory Auditors of the Company, M/s Singhi & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report by way of Annexure IV.

Compliance of Accounting Standards

10. As per requirement of the Listing Agreement with Stock Exchanges and Accounting Standards of the Institute of Chartered Accountants of India your Company has made disclosure in respect of Related Party Transactions and Deferred Taxation. The Company has duly adopted all the Accounting Standards in pursuance to the provision of Section 211 (3A) of the Companies Act,1956.

Directors Responsibility Statement

11. As required under Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards relating to material departures, if any, were followed along with proper explanations and the Notes in the Auditors Report in this regard are self-explanatory;

(ii) That such accounting policies were selected and applied consistently and judgements and estimates were made that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for the year ended 31st March, 2011

(iii) That proper and sufficient care were taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

(iv) That the annual accounts were prepared on a going concern basis.

Directors

12. Pursuant to section 256 of the Companies Act, 1956, read with Article 139 of the Articles of Association of the Company, Mr. Rajan A. Dalal, Mr. Ashok Mittal and Mr. Rajiv K. Podar, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

Auditors Report

13. The Notes on accounts and the observations of the Auditors in their Report on the Accounts of the Company are self- explanatory and in the opinion of the Directors, do not call for any further clarifications.

Auditors

14. M/s. Singhi & Co., Auditors and M/s. S.R. Batliboi & Co., Branch Auditors retire at the conclusion of Annual General Meeting and are eligible for re-appointment. Certificate from the Auditors have been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. Further they also hold a valid certificate issued by the Peer Review Board of the ICAI as required under revised clause 41 of listing agreement.

Acknowledgements

15. Your Directors would like to express their sincere appreciation for assistance and co-operation received from the various stake holders including financial institutions and banks, Governmental authorities and other business associates who have extended their valuable support and encouragement during the year under review. Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company, who have contributed significantly towards Companys performance and for enhancing its inherent strength.

For and on behalf of the Board

Place: New Delhi C. S. Nopany

Dated: May 13, 2011 Chairman

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