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Directors Report of Uniworth Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting their 27th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

During the year under review, performance of your company is as under :

31st March 2015 31st March 2014 Particulars (Rs. in Lacs) (Rs.in Lacs)

Total Income 13916.58 13912.88

Profit/(Loss) before Interest and 1433.81 1320.28 Depreciation Before prior period adjustment

Previous year adjustments & Extra 290.40 53.70 Ordinary Items

Profit / (Loss) before 1143.41 1266.58 Interest and Depreciation

Less : Interest for the year 5361.19 5361.16

Profit / (Loss) before Depreciation (4217.78) (4094.58)

Less: Depreciation 427.27 428.24

Profit /(Loss) before Tax (4645.05) (4522.82)

Less : Provision for taxation - -

Profit / (Loss) after Tax for the year (4645.05) (4522.82)

Add: Balance Brought Forward (95858.20) (91335.38) from the Previous year

Profit/(Loss) carried to Balance Sheet (100503.25) (95858.20)

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK :

During the year under review, total revenue remained almost at same level to Rs. 139.17 crores as against Rs. 139.13 crores in the previous year. There was a cash profit to the tune of Rs 14.34 crores as against Rs. 13.20 crores before interest and Depreciation in the previous year. Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources.

BUSINESS OUTLOOK :

Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line. Coupled with this, sporadic fiscal instability in certain global markets was a cause of concern. Although, the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market.

PROCESS OF RESTRUCTURING :

Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act), ARCIL had taken over possession of the secured assets of the Company's plants and appointed Indoworth India Limited as the Custodian of such assets. The Company's business continued throughout the year as usual. However, the matter is subjudice in various suits before the Calcutta High Court and other Forums, and necessary adjustments in the financial statements, if required, would be made upon final adjudication of proceedings. The matter is subjudice and writ petition is pending before the Hon'ble High Court Calcutta.

MATERIAL CHANGE AND COMMITMENTS AFTER THE BALANCE SHEET DATE

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this report.

DIVIDEND :

In view of huge accumulated losses, the Directors regret their inability to recommend any dividend for the Financial Year 2014-15.

DEPOSITS :

The Company has neither invited nor accepted deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.

DIRECTORS' RESPONSIBILITY STATEMENT :

In compliance of Section 134 (5) of the Companies Act, 2013, your Directors state as follows :

a) That in the preparation of accounts, applicable accounting standards have been followed and there are no material departures ;

b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company ;

c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities ;

d) That the Annual Accounts have been prepared on a going concern basis;

e) That internal financial controls had been laid down and are adequate and operating effectively ;

f) That proper systems had been devised to ensure compliance with the provision of all applicable laws and such systems are adequate and operating effectively ;

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Mr. S. N. Shenwai (DIN : 01716415), retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Since the last Annual General Meeting, Mr. Tara Chand Jain (DIN : 07144151) has been appointed as Additional Director of the Company w.e.f. 31.03.2015. Appropriate Resolution seeking your approval for his appointment is appearing in the Notice convening the Annual General Meeting.

DECLARATION FROM INDEPENDENT DIRECTOR :

The Independent Directors has submitted their Disclosures to the Board that they fulfill all the requirements as stipulated under section 149 (6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186 :

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the Financial Statements.

TRANSACTION WITH RELATED PARTY :

Related party transactions that were entered during the financial year were on arm's length basis and in the ordinary course of business. There were no materially significant related party transactions which were in conflict of the Company.

AMOUNTS TRANSFERRED TO RESERVES :

In view of huge accumulated losses, the Directors regret their inability to recommend any amount to be transferred to reserves for the Financial Year 2014-15.

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

The details pertaining to conservation of energy, technology, absorption, foreign exchange earnings and outgo are provided as Annexure I, which forms part of this report.

RISK MANAGEMENT :

A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors is in place. In addition, Risk Management issues are generally discussed in the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITIES :

The provisions of Section 135 of the Act in connection with Corporate Social Responsibility are not applicable to the Company since the Company falls below the threshold limits.

BOARD EVALUATION :

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and elected Chairman of the each meeting was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

CORPORATE GOVERNANCE :

As a Listed Company, necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other Company Law requirements. A report on Corporate Governance along with a certificate from the Auditors is annexed hereto and forms part of this Report.

NUMBER OF BOARD MEETINGS :

During the Financial Year 2014-15, the Board of Directors of the company met six times details of the meetings has been given in the Corporate Governance Report, which forms part of this report.

AUDIT COMMITTEE :

The Details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report.

NOMINATION & REMUNERATION COMMITTEE :

The Details pertaining to composition of Nomination & Remuneration Committee are included in the Corporate Governance Report, which forms part of this report.

STAKEHOLDERS RELATIONSHIP COMMITTEE :

The Details pertaining to composition of Stakeholders Relationship Committee are included in the Corporate Governance Report, which forms part of this report.

AUDITORS' REPORT :

The observations of the Auditors' Report have been dealt with in the Notes to Financial Statement, and being self- explanatory, do not call for any further clarifications.

AUDITORS :

M/s S. S. Kothari & Co., Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

COST AUDITOR :

Your Company had appointed M/s Sanat Joshi & Associates, Cost Accountants, as Cost Auditors, with the approval of the Central Government, for audit of cost records maintained by the Company for the financial year 2015-2016. SECRETARIAL AUDITOR :

In terms of Section 204 of the Companies Act, 2013, the Board of Directors at their meeting held on 29th May, 2015, have appointed M/s K K Sanganeria & Associates, Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the Financial Year 2015-16. Report of the Secretarial Auditor for the financial year ended 31.03.2015 is given as an Annexure II which forms part of this report.

BOARDS VIEW :

During the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking. The matter is subjudice before the Court of Law. As regards appointment of full time Company Secretary, the company is on the lookout for suitable candidates and the compliance of the requirement shall be met shortly. The Company has disputed the repayment of due. The loss and damages caused to the borrower by the lender is much more than the amount lent. Hence, figures of the borrowed amount shown in the balance sheet after due adjustments with the said loss and damages may result in entitlement to recover substantial amount from the lender. Under these facts and circumstances, the figures of borrowed amount in this balance sheet cannot be considered as admission, if any, of the claim of lender(s)

EXTRACT OF ANNUAL RETURN :

As provided under Section 92 (3) of the Companies Act, 2013, the extract of Annual Return is given in Annexure III in the prescribed form MGT-9, which forms part of this report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The company is committed to provide a safe and conducive work environment to its employee and has formulated "Policy for Prevention of Sexual Harassment".

During the financial year ended 31st March, 2015, the Company has not received any complaints pertaining to Sexual Harassment.

INDUSTRIAL RELATIONS :

Industrial Relations continued to remain cordial throughout the year. Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives, staff and workmen at all levels.

ACKNOWLEDGEMENT :

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government, Financial Institutions, Banks, Shareholders and others during the year under review.

On Behalf of the Board

Place: Kolkata S. N. Shenwai T. C. Jain Date: 29th May, 2015 Executive Director Director


Mar 31, 2014

THE MEMBERS :

The Directors have pleasure in presenting the 26th Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS :

31st March 2014 31st March 2013 (Rs. in Lacs) (Rs. in Lacs)

Total Income 13912.88 16261.49

Profit/(Loss) before Interest and Depreciation Before prior period adjustment 1320.28 (1781.06)

Previous year adjustments & Extra Ordinary Items 53.70 (61.00)

Profit / (Loss) before Interest and Depreciation 1266.58 (1842.06)

Less : Interest for the year 5361.16 5361.16

Profit / (Loss) before Depreciation (4094.58) (7203.22)

Less: Depreciation 428.24 563.55

Profit /(Loss) before Tax (4522.82) (7766.77)

Less : Provision for taxation - -

Profit / (Loss) after Tax for the year (4522.82) (7766.77)

Add: Balance Brought Forward from the Previous year (91335.38) (83568.61)

Profit/(Loss) carried to Balance Sheet (95858.20) (91335.38)



OPERATIONS AND MANAGEMENT DISCUSSION AND ANALYSIS :

During the year under review, total revenue decreased to Rs. 139.13 crores as against Rs. 162.61 crores in the previous year. This was due to paucity of working capital inspite of further narrowing down the working capital cycle to avail maximum rotation of funds. There was a cash profit to the tune of Rs 13.20 crores as against a cash loss of Rs. 17.81 crores before interest and Depreciation in the previous year. Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources. Income from Silk Division improved during the current year.

BUSINESS OUTLOOK :

Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line. Coupled with this, sporadic fiscal instability in certain global markets was a cause of concern. Although, the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market.

PROCESS OF RESTRUCTURING :

Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act), ARCIL had taken over possession of the secured assets of the Company''s plants and appointed Indoworth India Limited as the Custodian of such assets. The Company''s business continued throughout the year as usual. However, the matter is subjudice in various suits before the Calcutta High Court and other Forums, and necessary adjustments in the financial statements, if required, would be made upon final adjudication of proceedings.

DEPOSITS :

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

DIRECTORS'' RESPONSIBILITY STATEMENT :

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors state as follows:

a) That in the preparation of accounts, applicable accounting standards have been followed.

b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company.

c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities.

d) That the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE :

As a Listed Company, necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other Company Law requirements. A report on Corporate Governance along with a certificate from the Auditors is annexed hereto and forms part of this Report.

AUDITORS'' REPORT :

The observations of the Auditors'' Report have been dealt with in the Notes to Financial Statements, and being self-explanatory, do not call for any further clarifications.

DIRECTORS :

Mr. K. Jhunjhunwala (DIN : 00035091) retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Since the last Annual General Meeting, Mr. A. G. Bhatnagar (DIN : 01386123) resigned from the Board with effect from 29.05.2014.

Mr. S. C. Kalra (DIN : 02297113) resigned from the Board and also from the service of the Company with effect from 29.05.2014.

Mr. S. C. Majumder (DIN : 01386192) resigned from the Board with effect from 14.07.2014.

Mr. S. N. Shenwai (DIN : 01716415) has been appointed as Additional Director and also as Executive/ Whole-time Director of the Company w.e.f. 29.05.2014.

Mrs. Silpi Chakraborty (DIN : 06923695) has been appointed as Additional Director of the Company w.e.f. 14.07.2014. Appropriate Resolutions seeking your approval for their appointment are appearing in the Notice convening the Annual General Meeting.

AUDITORS :

M/s S. S. Kothari & Co., Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

COST AUDITOR

Your Company had appointed M/s Sanat Joshi & Associates, Cost Accountants, as Cost Auditors, with the approval of the Central Government, for audit of cost records maintained by the Company for the financial year 2014-2015.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act 2013, the Board of Directors at their meeting held on 29th May, 2014, have appointed M/s K. K. Sanganeria & Associates, Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the Financial Year 2014-15.

PARTICLUARS OF EMPLOYEES :

The Company has no employee whose remuneration is more than the limit specified in Section 217 (2A) of the Companies Act, 1956.

ADDITIONAL INFORMATION :

The statement showing required particulars pursuant to Section 217(1) (e) of the Companies Act, 1956 and the rules framed thereunder is annexed hereto and forms part of this report.

INDUSTRIAL RELATIONS :

Industrial Relations continued to remain cordial throughout the year. Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives, staff and workmen at all levels.

ACKNOWLEDGEMENT :

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government, Financial Institutions, Banks, Shareholders and others during the year under review.

On Behalf of the Board Place: Kolkata S. N. Shenwai Silpi Chakraborty Date : 14th July, 2014 Executive Director Director


Mar 31, 2013

TO THE MEMBERS :

The Directors have pleasure in presenting the 25th Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS :

31st March 2013 31st March 2012** (Rs. in Lacs) (Rs. in Lacs)

Total Income 16261.49 16495.00

Profit/(Loss) before Interest and Depreciation

Before prior period adjustment (1781.06) 813.29

Previous year adjustments 61.00 12.03

Profit / (Loss) before Interest and Depreciation (1842.06) 801.26

Less : Interest for the year 5361.16 5361.16

Profit / (Loss) before Depreciation (7203.22) (4559.90)

Less : Depreciation 563.55 558.51

Profit /(Loss) before Tax (7766.77) (5118.41)

Less : Provision for taxation Fringe Benefit Tax

Profit / (Loss) after Tax for the year (7766.77) (5118.41)

Add : Balance Brought Forward from the Previous year (83568.61) (78450.20)

Profit/(Loss) carried to Balance Sheet (91335.38) (83568.61)

** Figures have been regrouped wherever necessary as per advised norms.

OPERATIONS AND MANAGEMENT DISCUSSION AND ANALYSIS :

During the year under review, total revenue decreased marginally to Rs. 162.61 crores as against Rs. 164.95 crores in the previous year. This was due to Cash flow shortcomings inspite of further narrowing down the working capital cycle to avail maximum rotation of funds. There was a consequent Cash Loss to the tune of Rs 17.81 crores as against a Cash Profit of Rs. 8.13 crores before Interest and Depreciation in the previous year. Overall performance of the textile industry in India continued to be under pressure due to increased cost of raw materials and other resources.

Income from the Silk Division improved considerably during the current year although the net profits from the Division was marginally lower due to all-round increase in costs.

BUSINESS OUTLOOK :

Demand for textile products have been stagnant on a global basis and have consequently affected the Companies in India as well. Sporadic fiscal instability in various global markets has also been a cause of concern. However, long term outlook of Dyed Woolen, Poly wool worsted and Silk yarn business being quite potential, and the Knitting segment expected to do better, the company is optimistic about the future owing to its determined efforts to make its presence felt in the global scenario as well as to simultaneously develop the domestic market.

PROCESS OF RESTRUCTURING :

Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act), ARCIL had taken over possession of the secured assets of the Company''s plants and appointed Indoworth India Limited as the Custodian of such assets. The Company''s business continued throughout the year as usual. However, the matter is subjudice in various suits before the Calcutta High Court and other Forums, and necessary adjustments in the financial statements, if required, would be made upon final adjudication of proceedings.

DEPOSITS :

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

DIRECTORS'' RESPONSIBILITY STATEMENT :

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors state as follows:

a) That in the preparation of accounts, applicable accounting standards have been followed.

b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company.

c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities.

d) That the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE :

As a Listed Company, necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other Company Law requirements. A report on Corporate Governance along with a certificate from the Auditors is annexed hereto and forms part of this Report.

AUDITORS'' REPORT :

The observations of the Auditors'' Report have been dealt with in the Notes to Profit & Loss Account and the Balance Sheet of the Accounts, and being self-explanatory, do not call for any further clarifications.

DIRECTORS :

Mr. A. G. Bhatnagar and Mr. K. Jhunjhunwala retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

AUDITORS :

M/s S. S. Kothari & Co., Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

PARTICLUARS OF EMPLOYEES :

The Company has no employee whose remuneration is more than the limit specified in Section 217 (2A) of the Companies Act, 1956.

ADDITIONAL INFORMATION :

The statement showing required particulars pursuant to Section 217(1) (e) of the Companies Act, 1956 and the rules framed thereunder is annexed hereto and forms part of this report.

INDUSTRIAL RELATIONS :

Industrial Relations continued to remain cordial throughout the year. Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives, staff and workmen at all levels.

ACKNOWLEDGEMENT :

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government, Financial Institutions, Banks, Shareholders and others during the year under review.

On Behalf of the Board

Place: Kolka Subhashchandra Kalra S. C. Majumder

Date : 30th May, 2013 Executive Director Director


Mar 31, 2012

The Directors have pleasure in presenting the 24th Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS :

31st March 2012 31st March 2011(*)

(Rs. in Lacs) (Rs. in Lacs)

Total Income 16495.00 14363.59 Profit/(Loss) before Interest and Depreciation

Before prior period adjustment 813.29 1154.39

Previous year adjustments (12.03) 4.64

Profit / (Loss) before Interest and Depreciation 801.26 1159.03

Less : Interest for the year 5361.16 5361.16

Profit / (Loss) before Depreciation (4559.90) (4202.13)

Less : Depreciation 558.51 796.87

Profit /(Loss) before Tax (5118.41) (4999.00)

Less : Provision for taxation - -

Fringe Benefit Tax - -

Profit / (Loss) after Tax for the year (5118.41) (4999.00)

Add : Balance Brought Forward from the Previous year (78450.20) (73451.20)

Profit/(Loss) carried to Balance Sheet (83568.61) (78450.20)

( * ) Figures have been regrouped as per advised norms.

OPERATIONS AND MANAGEMENT DISCUSSION AND ANALYSIS :

During the year under review, total revenue increased to Rs. 164.95 crores as against Rs. 143.64 crores in the previous year. This has been achieved inspite of severe cash flow shortcomings by narrowing down the working capital cycle and by optimum rotation of available funds. Cash profit before Interest and Depreciation has consequently showed a decrease to Rs. 8.13 crores as against Rs. 11.54 crores in the previous year. Overall performance of the textile industry in India was under pressure due to increased prices of raw material and other resources.

Performance of the Silk Division was particularly dismal during the current year due to unprecedented price rise in raw material, which could not be transferred to customers.

BUSINESS OUTLOOK :

Demand for textile products have shown encouraging trends and have contributed in improving the top line of the Textiles Industry on a global basis and consequently of Companies in India. However sporadic fiscal instability in certain global markets was a cause of concern. The long term outlook of Dyed Woolen, Poly wool worsted and Silk yarn business seems quite potential, and the entire Knitting segment is expected to do even better. The company is continuing its vigorous efforts in domestic market with visible success, and it is therefore expected that with the buoyancy in the international Textiles arena, the future performance of the company will be further strengthened in the coming years.

PROCESS OF RESTRUCTURING :

Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act), ARCIL had taken over possession of the secured assets of the Company's plants and appointed Indoworth India Limited as the Custodian of such assets. The Company's

business continued throughout the year as usual. However, the matter is subjudice in various suits before the Calcutta High Court and other Forums, and necessary adjustments in the financial statements, if required, would be made upon final adjudication of proceedings.

DEPOSITS :

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

DIRECTORS' RESPONSIBILITY STATEMENT :

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors state as follows :

a) That in the preparation of accounts, applicable accounting standards have been followed.

b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company.

c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities.

d) That the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

As a Listed Company, necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other Company Law requirements. A report on Corporate Governance along with a certificate from the Auditors is annexed hereto and forms part of this Report.

AUDITORS' REPORT :

The observations of the Auditors' Report have been dealt with in the Notes to Profit & Loss Account and the Balance Sheet of the Accounts, and being self-explanatory, do not call for any further clarifications.

DIRECTORS :

Mr. S. C. Majumder and Mr. K. Jhunjhunwala retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

During the year, Mr. S. N. Shenwai resigned from the Board with effect from 27.02.2012.

Since the last Annual General Meeting, Mr. Subhashchandra Kalra has been appointed as an Additional Director and also as an Executive/Whole-time Director of the Company with effect from 27.02.2012. Appropriate Resolutions seeking your approval for his appointment are appearing in the Notice convening the Annual General Meeting.

AUDITORS :

M/s S. S. Kothari & Co., Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

PARTICLUARS OF EMPLOYEES :

The Company has no employee whose remuneration is more than the limit specified in Section 217 (2A) of the Companies Act, 1956

ADDITIONAL INFORMATION :

The statement showing required particulars pursuant to Section 217(1) (e) of the Companies Act, 1956 and the rules framed thereunder is annexed hereto and forms part of this report.

INDUSTRIAL RELATIONS :

Industrial Relations continued to remain cordial throughout the year. Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives, staff and workmen at all levels.

ACKNOWLEDGEMENT :

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government, Financial Institutions, Banks, Shareholders and others during the year under review.

On Behalf of the Board

Place: Kolkata Subhashchandra Kalra S. C. Majumder

Date : 27th August, 2012 Executive Director Director


Mar 31, 2011

The Directors have pleasure in presenting the 23rd Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS:

31st March 2011 31st March 2010 (Rs. in Lacs) (Rs. in Lacs)

Total Income 15012.40 10641.08

Profit/(Loss) before Interest and Depreciation

Before prior period adjustment 1149.92 160.29

Previous year adjustments 4.64 (1.23)

Profit / (Loss) before Interest and Depreciation 1154.56 159.06

Less : Interest for the year 5356.69 5361.17

Profit/(Loss) before Depreciation (4202.13) (5202.11)

Less : Depreciation 796.87 978.46

Profit /(Loss) before Tax (4999.00) (6180.57)

Less : Provision for Taxation - -

Fringe Benefit Tax - -

Profit / (Loss) after Tax for the year (4999.00) (6180.57)

Add : Balance Brought Forward from the Previous year (73451.20) (67270.63).

Profit/(Loss) carried to Balance Sheet (78450.20) (73451.20)

OPERATIONS AND MANAGEMENT DISCUSSION AND ANALYSIS :

During the year under review, Turnover increased substantially to Rs. 150.12 crores as against Rs. 106.41 crores in the previous year, thereby reflecting a significant increase of over 41 %. This has been achieved inspite of severe cash flow shortcomings by narrowing down the working capital cycle and by optimum rotation of available funds. Cash profit before Interest and Depreciation has accordingly showed a significant increase to Rs. 11.49 crores as against Rs. 1.60 crores in the previous year. Overall performance of the textile industry in India has been encouraging with increased demand, both domestic as well as global. However, continued increase in the price of Merino Wool did not allow the bottom line to improve even further.

Performance of the Silk Division continued to improve during the current year. Improved sourcing and pricing of raw materials with stricter cost control measures further contributed towards better returns from this Division.

BUSINESS OUT LOOK:

Demand for textile products have shown encouraging trends and have contributed in improving the performance of the Textiles Industry on a global basis and consequently of Companies in India. However sporadic fiscal instability in certain global markets are a cause of concern. The long term outlook of Dyed Woolen, Polywool worsted and Silk yam business seems quite potential, and the entire Knitting segment is expected to do even better. The company is continuing its vigorous efforts in domestic market with visible success, and it is therefore expected that with the buoyancy in the international Textiles arena, the future performance of the company will be further strengthened in the coming years.

PROCESS OF RESTRUCTURING :

Under the provisions of Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act), ARCIL had taken over possession of the secured assets of the Company's plants appointed Indoworth India Limited as the Custodian of such assets. The Company's business continued throughout the year as usual. However, the matter is subjudice in various suits before the Calcutta High Court and other Forums, and necessary adjustments in the financial statements, if required, would be made upon final adjudication of proceedings.

DEPOSITS:

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS' RESPONSIBILITY STATEMENT:

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors state as follows: .

a) That in the preparation of accounts, applicable accounting standards have been followed.

b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company.

c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities.

d) That the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE :

As a Listed Company, necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other Company Law requirements. A report on Corporate Governance along with a certificate from the Auditors is annexed hereto and forms part of this Report.

AUDITORS' REPORT :

The observations of the Auditors' Report have been dealt with in the Notes to Profit & Loss Account and the Balance Sheet in Schedule 20 of the Accounts, and being self-explanatory, do not call for any further clarifications.

DIRECTORS:

Mr. K. Jhunjhunwala and Mr. A. G Bhatnagar retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Since the last Annual General Meeting, Mr. Shiv Sharma resigned from the Board w.e.f. 28.01.2011.

Since the last Annual General Meeting, Mr. S. N Shenwai has been appointed as an Additional Director and also as an Executive / Whole-time Director of the Company w.e.f. 28.01.2011. Appropriate Resolutions seeking you approval for his appointment is appearing in the Notice convening the Annual General Meeting.

AUDITORS:

M/s S. S. Kothari & Co., Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

PARTICLUARS OF EMPLOYEES :

The Company has no employee whose remuneration is more than the limit specified in Section 217 (2A) of the Companies Act, 1956

ADDITIONAL INFORMATION :

The statement showing required particulars pursuant to Section 217(1)(e) of the Companies Act, 1956 and the rules framed there under is annexed hereto and forms part of this report.

INDUSTRIAL RELATIONS :

Industrial Relations continued to remain cordial throughout the year. Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives, staff and workmen at all levels.

ACKNOWLEDGEMENT:

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government, Financial Institutions, Banks, Shareholders and others during the year under review.

On Behalf of the Board

Place: Kolkata S. N. Shenwai S. C. Majumder

Date : 26th August, 2011 Executive Director Director


Mar 31, 2010

The Directors have pleasure in presenting the 22nd Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS:

31st March 2010 31st March 2009 (Rs. in Lacs) (Rs. in Lacs)

Total Income 10641.08 10957.26

Profit/(Loss) before Interest and Depreciation

Before prior period adjustment 160.29 813.38

Previous year adjustments (1.23) 3.06

Profit / (Loss) before Interest and Depreciation 159.06 816.44

Less : Interest for the year 5361.17 5361.17

Profit / (Loss) before Depreciation (5202.11) (4544.73)

Less : Depreciation 978.46 936.55

Profit/(Loss) before Tax (6180.57) (5481.28)

Less : Provision for taxation

Fringe Benefit Tax - 5.28

Profit / (Loss) after Tax for the year (6180.57) (5486.56)

Add : Balance Brought Forward from the Previous year (67270.63) (61784.09)

Profit/(Loss) carried to Balance Sheet (73451.20) (67270.65)

OPERATIONS AND MANAGEMENT DISCUSSION AND ANALYSIS:

During the year under review, though Turnover remained more or less at constant levels, Cash profit before Interest and Depreciation fell substantially to Rs. 1.60 crores as against Rs. 8.16 crores in the previous year. Overall performance of the textile industry in India continuing to remain stagnant during the year due to drastic global recessionistic factors, higher Capacity Utilization to offset the adverse economy could not be achieved to improve operational results. Falling demand for Woollen Worsted Yarns together with increase in the price of Merino Wool also affected the bottom line adversely.

However, performance of the Silk Division continued to improve during the current year by addition of more equipments to increase Capacity. Improved sourcing and pricing of raw materials with stricter cost control measures further contributed towards better returns from this Division.

BUSINESS OUT LOOK:

Economic and fiscal stability alone can improve the performance of the Textiles Industry on a Global basis and consequently of Companies in India. Political situation in India continues to be stable and hence will foster fast pace economic growth and development, which should benefit the Company in the current financial year. The long term out look of Dyed Woolen, Polywool worsted and Silk yarn business seems quite potential, and the entire Knitting segment is expected to do better. The company is continuing to make vigorous efforts to increase its sales in the domestic market. All these factors are likely to strengthen the future performance of the company.

PROCESS OF RESTRUCTURING:

Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act), ARCIL had taken over possession of the secured assets of the Companys plants appointed Indoworth India Limited as the Custodian of such assets. The Companys business continued throughout the year as usual. However, the matter is subjudice in various suits before the Kolkata High Court and other Forums, and necessary adjustments in the financial statements, if required, would be made upon final adjudication of proceedings.

DEPOSITS:

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

DIRECTORS RESPONSIBILITY STATEMENT:

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors state as follows: .

a) That in the preparation of accounts, applicable accounting standards have been followed.

b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company.

c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities.

d) That the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

As a Listed Company, necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other Company Law requirements. A . report on Corporate Governance along with a certificate from the Auditors is annexed hereto and forms part of this Report.

AUDITORSREPORT:

The observations of the Auditors Report have been dealt with in the Notes to Profit & Loss Account and the Balance Sheet in Schedule 20 of the Accounts, and being self-explanatory, do not call for any further clarifications.

DIRECTORS:

Mr. S. K. Jhunjhunwala expired during the current year and his expiry noted and recored in Board Meeting held on 12.08.2010.

Mr. A. G. Bhatnagar and Mr. S. C. Majumder retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

AUDITORS:

M/s S. S. Kothari & Co., Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

PARTICLUARS OF EMPLOYEES:

The Company has no employee whose remuneration is more than the limit specified in Section 217 (2A) of the Companies Act, 1956 ADDITIONAL INFORMATION:

The statement showing required particulars pursuant to Section 217(1)(e) of the Companies Act, 1956 and the rules framed thereunder is annexed hereto and forms part of this report.

INDUSTRIAL RELATIONS:

Industrial Relations continued to remain cordial throughout the year. Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives, staff and workmen at all levels. ACKNOWLEDGEMENT:

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government, Financial Institutions, Banks, Shareholders and others during the year under review.

On Behalf of the Board Place: Kolkata Shiv Sharma S. C. Majumder

Date : 25th August, 2010 Executive Director Director



 
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