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Directors Report of Ventura Textiles Ltd.

Mar 31, 2015

The Directors present herewith the 45th Annual Report together with the Audited Financial Statements for the Financial Year ended 31st March, 2015. The summarized performance during the year is as under:

FINANCIAL RESULTS: (Rs. In Lacs)

PARTICULARS 31st March, 2015 31st March, 2014

Sales 9.49 7.26

Other Income 642.05 396.49

Total Income 651.54 403.75

Profit / (Loss) Before Interest, Depreciation & Tax 578.76 199.08

Interest 297.04 311.94

Depreciation 50.34 194.85

Profit / (Loss) Before Tax 231.38 (307.71)

Exceptional Income/Prior Period Adjustment - -

Profit / (Loss) After Tax 231.38 (307.71)

PERFORMANCE REVIEW:

During the year under review, the Company earned revenue to the tune of Rs.651.54 Lacs, out of which Rs.642.05 Lacs was on account of profit on sale of barren land of the Company situated at Nashik. As a result, the Company earned a profit after tax of Rs.231.38 Lacs as compared to a loss of Rs.307.71 Lacs incurred in the previous year.

DIVIDEND/ RESERVES:

With a view of conserving the profits of the Company for future expansion of the business, the Directors do not recommend dividend on the Equity Share Capital of the Company for the Financial Year ended 2014-15.The Company did not transfer any amount to reserves for the Financial Year ended 2014-15.

SHARE CAPITAL:

The paid up share capital of the company as on 31st March, 2015 was Rs.1645.32 lacs. During the year under review the Company has not issued shares with or without differential voting rights and has not granted any stock option or sweat equity. As on 31st March, 2015, none of the Directors of the company hold instruments convertible into equity shares of the Company.

BUSINESS OUTLOOK AND FUTURE PROSPECTS:

During the year under review, the Company focused on reducing the high cost debt and successfully accomplished the task. The Company on 02nd June, 2015 repaid the dues of J M Financial Asset Reconstruction Company in full. This has resulted into a low debt enabling the Company to implement a viable business plan.

The Company is planning to modernize its Open End Spinning division with the installation of State-of-the-art machines to produce high quality Open End Yarn to meet the demand for Industrial fabric / Denim manufacturing. The Company is hopeful of implementing the business plan in the current year.

MANAGEMENT DISCUSSION & ANALYSIS:

A detailed Management Discussion & Analysis is annexed and forms part of this Annual Report.

FIXED DEPOSITS:

The Company has not accepted any deposit within the meaning of the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Meetings of the Board of Directors held during the year 2014-15:

During the year under review, five (5) meetings of the Board of Directors took place details of which have been provided in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

b) Declaration by Independent Directors:

The Company has received necessary declaration from the Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

Independent Directors are not liable to retire by rotation as per Section 152 (6) of the Companies Act, 2013. None of the Independent Directors will retire at the ensuing Annual General Meeting.

c) Changes in the Board of Directors during the year 2014-15:

No changes have taken place in the Board of Directors of the Company during the year 2014-15.

In accordance with the provision of Section 203 of the Companies Act, 2013 every Listed Company is required to have certain officers of the Company as Whole-time Key Managerial Personnel. Your Board of Directors has taken note of the existing office of Mr. P.M. Rao, Managing Director, as a Whole-time KMP of the Company and has appointed Mr. Abhijit Rao, Whole-time Director as the Chief Financial Officer of the Company and has also appointed him as the internal Auditor, as the Company is not having any other employee and not in a position to pay any outside professional, till its operations are restarted. Due to weak financial position, the Company could not appoint a Woman Director and a Whole-Time Company Secretary, and also on account of the Company's operations to restart.

Mr. Abhijit Rao Penugonda (DIN: 00189126),Whole time Director of the Company is liable to retire by rotation at the ensuing AGM pursuant to the provisions of the Companies Act, 2013 read with Companies (appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible has offered himself for re-appointment. Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening 45th AGM. Your Directors recommend his re-appointment.

Mr. P. M. Rao, has been re-appointed as the Chairman & Managing Director of the Company for a period of 5 years with effect from 01st July, 2015. Necessary Resolution seeking the approval of the members of the Company is provided in the Notice convening the 45th AGM of the Company.

AUDIT COMMITTEE:

Pursuant to the Provisions of Section 177 (8) of the Companies Act, 2013, read with Rule 6 & 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014, the Audit Committee consists of the following Members as mentioned below:

Sr. No. Name Designation

1 Mr. Shyam R. Karmarkar Chairman (Independent Director)

2 Mr. P. R. Bhargava Member (Independent Director)

3 Mr. Abhijit Rao Member (Executive Director)

All the recommendations of the Audit Committee were accepted by the Board of Directors during the year.

VIGIL MECHANISM:

The Company has adopted vigil Mechanism, the details of which have at www.venturatextiles.com been provided in the Corporate Governance Report and the same has been posted on the website of the Company.

NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted the Nomination & Remuneration Committee comprising of 3 Members out of which two (2) are Independent Directors and one (1) is Executive Director. The Company is trying to revive itself and on the turnaround of the Company, the Composition of the Nomination & Remuneration Committee will be duly constituted as per Section 178 of the Companies Act, 2013. The scope and functions of the Committee are available on Company's website: www.venturatextiles.com.

The Company has adopted a policy titled as "Nomination & Remuneration Policy" which inter alia includes Company's policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors.

The 'Nomination and Remuneration Policy' as approved by the Board is also placed on the website of the Company.

STAKEHOLDERS' RELATIONSHIP COMMITTEE :

Your Company re-aligned its existing shareholders/Investors Grievances Committee as 'Stakeholders' Relationship Committee', with an enhanced scope and functioning. The Stakeholders Relationship Committee comprises of Mr. S.R. Karmarkar as Chairman of the Committee and Mr. P.M. Rao and Mr. P.R. Bhargava as Members of the Committee.

DIRECTORS' RESPONSIBILITY STATEMENT :

In terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors confirm that:

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

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

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

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls, to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively, to the extent possible considering the weak financial position and the Board of Directors are taking best efforts to turn-around the Company's operations and its financial stability.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement entered into with the Stock Exchange, a Separate Section on Corporate Governance practices followed by the Company together with a Certificate from the Company's Auditors confirming compliance is set out separately under Corporate Governance Report.

PERFORMANCE EVALUATION:

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and Individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Board being evaluated.

The Performance Evaluation of the Directors, the Board and its Committees was carried out based on the criteria/ manner recommended by the Nomination & Remuneration Committee and approved by the Board of Directors. Further details in respect of the criteria of evaluation has been provided in the Corporate Governance Report.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. Your directors express their satisfaction with the Evaluation process.

PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULES 5 OF THE COMPANIES (APPOINTMNET AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

There is no employee working in the Company, and the Company is not paying any remuneration to its Directors except Mr. Abhijit Rao, Whole-Time Director of the Company in professional capacity. Hence the Disclosures as required under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

RELATED PARTY TRANSACTIONS:

During the year under review, there was no transaction entered with any related parties and therefore the disclosure in Form AOC-2 is not required.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www.venturatextiles.com

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, no loans or guarantees were given or investments were made pursuant to the provisions of Section 186 of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

STATUTORY AUDITORS

M/s. S. M. Kapoor & Co., Chartered Accountants, Mumbai have been appointed as Statutory Auditor of the Company for a period of three years at the Annual General Meeting of the Company held on September 30, 2014. However, the appointment of Statutory Auditors needs to be ratified every year by the shareholders in the Annual General Meeting of the Company. M/s. S. M. Kapoor & Co., Chartered Accountants, have intimated their consent and eligibility for continuation of their appointment as the Statutory Auditors of the Company. On the recommendation of the Audit Committee, the Board proposes the ratification of their appointment and to fix their remuneration by the members at the ensuing Annual General Meeting of the Company.

AUDITORS' REPORT

The Auditors' Report does not contain any qualification, reservation or adverse remark, except Emphasis of the Matters mentioned in Auditors' Report as follows:

1. Note No. 17 to the financial statements which describes the uncertainty related to loan which has been taken over by Asset Restructuring Company (ARC) from the bank which was settled at Rs.9.10 crores between the ARC and company which is subject to payment of the same, however if company fails to make the payment to ARC then bank liability will be increased by Rs. 52.25 crores.

2. Note No.18 in the financial statement which indicates that the Company has accumulated losses and its Net worth has been substantially eroded, These conditions, along with other matters set forth in Note 18, indicate the existence of a material uncertainty that cast significant doubt about the Company's ability to continue as a going concern. However, the financial statements of the Company have been prepared on a going concern basis for the reasons stated in the said Note. Our opinion is not modified in respect of these matters.

Management Reply:

1. The Company on 2nd June, 2015 repaid the dues of JMFARC in full by arranging the funds through inter corporate deposits and by selling of barren land situated at Nashik. Now the Company is in the process of revival and it is expected to turn around by end of this financial year i.e. 2015-16, as the promoters / Board of Directors of the Company are trying to commence the Commercial Production in near future.

2. The Company is planning to modernize its Open End Spinning division with the installation of State-of-the-art machines to produce high quality Open End Yarn to meet the demand for Industrial fabric / Denim manufacturing. The Company is hopeful of implementing the business plan in the current year and the Board is optimistic that the Company will be able to continue as a going concern.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable as the Company has not undertaken any production activity during the year.

Your Company takes serious effort to conserve the energy wherever possible by economizing the use of power at its various offices.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange earned – Rs.NIL Foreign Exchange outgo – Rs. NIL

EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return pursuant to sub-section (3) of Section 92 of the Companies Act, 2013 prepared in Form MGT-9 is annexed herewith as (Annexure-1) to the Board's Report.

SECRETARIAL AUDITOR

Mr. S. Anantha Rama Subramanian (CP: 1925), Practising Company Secretary, has been appointed to conduct the Secretarial Audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and rules made thereunder.

The Secretarial Audit report for financial year 2014-15 forms part of Annual Report as Annexure -2 to the Board's Report.

Necessary explanations to each of the observations made in the Secretarial Audit Report are as given below:

a) The Company has not appointed a woman director and has therefore not been compliant with the Proviso of Section 149 (1) of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement.

Considering, the Company's weak financial position, BIFR history etc., the Company is finding it difficult to appoint a Woman Director on the Board to comply with the requirements of the Companies Act, 2013. The Board of Directors assures that the on the turn-around of the Company, the Board will make best efforts to appoint a Woman Director to comply with requirements of the Act and Clause 49 of the Listing Agreement.

b) The Company has not appointed Company Secretary (Key Managerial Personnel) under Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The Company is not in a position to appoint the Company Secretary, due to its weak financial condition. The Board assures that after the commencement of commercial production, the Company will appoint a Company Secretary and comply with the requirements specified under Section 203 of the Companies Act, 2013.

c) The Nomination and Remuneration Committee consist of Three (3) Members out of which 2 (Two) are Non- Executive and Independent Directors and 1 (one) is Executive and Non-Independent Director

The Board of Directors assures that on the appointment of Woman Director, the Nomination and Remuneration Committee would be duly constituted as required under Section 178 of the Companies Act, 2013.

d) The Company has not filed necessary returns with respect to appointment of Chief Financial Officer and Internal Auditor under the Companies Act, 2013, delay in the said appointments.

The required returns with respect to the appointment of Chief Financial Officer and Internal Auditor will be filed. The Company has no resources to remunerate these positions. Hence, given additional responsibility to the whole-time Director, till turn-around of the Company.

e) The Company is yet to establish systems to ensure adequate and effective compliance with the provisions of all applicable laws. There were generally delay in filing of returns, including Reconciliation of Share Capital Audit Report to Stock Exchange.

The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively, to the extent possible considering the weak financial position and the Board of Directors are taking best efforts to turn-around the Company's operations, its financial stability and to comply with all applicable laws.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR):

As per Section 135 of the Companies Act, 2013, every Company having net worth of Rupees five hundred crore or more, or turnover of Rupees one thousand crore or more, or a net profit of Rupees five crore or more during any financial year shall constitute the CSR Committee.

Considering the above threshold limit specified above, the Company is not required to constitute the CSR Committee.

PREVENTION OF SEXUAL HARASSMENT:

There are no women employees associated with the Company, hence, no disclosure is required to be given under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Harassment, Redressal) Act, 2013.

DISCLOSURE UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments have occurred between the end of the financial year of the Company and date of this report which can affect the financial position of the Company.

ACKNOWLEDGMENT:

Your Directors would like to express their sincere appreciation to the Company's valued investors, Banks, Central and State Governments and all other statutory authorities for their continued Co-operation and support.

Your Directors also take this opportunity to acknowledge the dedicated efforts made by workers, staff, and officers at all level for their hard work, dedication and commitment.

For and on behalf of the Board of Directors

Place: Mumbai P. M. Rao

Date: 27th August, 2015 Chairman and Managing Director

DIN: 00197973


Mar 31, 2014

Dear Members,

The Directors present herewith the 44th Annual Report together with the Audited Accounts for the Financial Year ended 31st March, 2014. The summarized performance during the year is as under:

FINANCIAL RESULTS: (Rs. In Lacs)

PARTICULARS 31st March, 2014 31st March, 2013

Sales 7.26 -

Other Income 396.49 32.88

Total Income 403.75 32.88

Profit / (Loss) Before Interest, Depreciation & Tax (587.11) (4,321.25)

Interest 311.94 2.45

Depreciation 194.85 322.92

Profit / (Loss) Before Tax (307.71) (4,644.17)

Exceptional Income/Prior Period Adjustment - 4,791.16

Profit / (Loss) After Tax (307.71) 146.98

PERFORMANCE REVIEW:

During the year under review, the performance of the Company was totally affected on-account of continued illegal strike by workmen since December, 2008. However, during the year, the Company incurred a loss of Rs. 307.71 lacs as compared to the profit of Rs.146.98 in the previous year, which was due to exceptional income.

DIVIDEND:

Your Directors have not recommended any dividend for payment on the paid-up share capital for the financial year ended 31st March, 2014, due to the loss incurred in the current year.

FUTURE PROSPECTS:

During the year under review the Company entered into a settlement with all the workmen and paid the entire dues. The management is taking all necessary steps to re-start the production and also pursuing an action plan to implement and strengthen the financial support to take the Company forward.

The Hon''ble Board for Industrial Financing and Reconstruction (BIFR) vide its Order dated 24th June, 2013, for reviving the Company, has approved the de-rating of the Equity Share Capital of the Company by 75% and has permitted preferential allotment of Equity Shares of the Company to the extent of Rs.14.00 Crores.

RE-ORGANIZATION OF SHARE CAPITAL STRUCTURE:

Based on the Order issued by the Hon''ble BIFR dated 24th June, 201 3, the Board of Directors at their meeting held on 14th August, 201 3, reduced the Share capital by 75% and consolidated the Face Value to Rs.10/-. The share capital post reduction and consolidation stood at Rs.2,46,59,640/-. Further the Board of Directors at their meeting held on 20th December, 201 3 allotted 1,39,87,325 Equity Shares on Preferential basis in terms of the BIFR Order. The Issued, Subscribed and Paid-up share Capital of the Company stood at Rs.16,45,32,890/-.

MANAGEMENT DISCUSSION & ANALYSIS:

A detailed Management Discussion & Analysis is annexed and forms part of this Annual Report.

CORPORATE GOVERNANCE:

Report on Corporate Governance forms an integral part of this Annual Report. The Auditors'' certificate certifying compliance with the conditions of Corporate Governance under Clause 49 of the listing agreement is also annexed to this report.

FIXED DEPOSITS:

The Company has not accepted any deposit within the meaning of the provisions of Section 58A of Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, as amended.

DIRECTORS:

In accordance with the provisions of Companies Act, 2013, Mr. P. M. Rao, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and has offered himself, for re-appointment. Your Directors recommend his re-appointment.

Further, your Board of Directors is seeking the appointment of all the existing Independent Directors, viz. Mr. Prakash Radahavalabh Bhargava and Mr. Shyam Raghunath Karmarkar, as Independent Directors of the Company in terms of Section 149 of the Companies Act, 201 3, for a period of (5) Five years with effect from 01st April, 2014 up to 31st March, 2019, with their period of office not liable to be determined by retirement of Directors by rotation.

The Company has received notices from members under Section 160 of the Companies Act, 2013 along with required deposits proposing the appointment of Mr. Prakash Radahavalabh Bhargava and Mr. Shyam Raghunath Karmarkar, as Independent Directors of the Company at this Annual General Meeting.

The Company has also received the requisite disclosures/declarations from said directors as required under Section 149 and other applicable provisions of the Companies Act, 2013 and rules made thereunder.

Appropriate resolution seeking your approval for the appointment of Mr. Prakash Radahavalabh Bhargava and Mr. Shyam Raghunath Karmarkar as Independent Directors of the Company, has already been included in the notice of the Annual General Meeting. None of the Directors are related to each other per se.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 and on the basis of explanation and compliance certificate given by the executives of the Company and subject to disclosures in the annual accounts and also on the basis of discussion with the Statutory Auditors'' of the Company from time to time, your Directors confirm that:

i. in preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for the year ended 31st March, 2014;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the Directors have prepared the Annual Accounts for the period ended on 31st March, 2014 on a going concern basis.

AUDITORS'' REPORT:

The observations/qualification made in the Auditors'' Report are suitably replied and explained in the addendum to the Directors'' Report.

AUDITORS:

M/s. S. M. Kapoor & Co., Chartered Accountants, Mumbai, who are the Statutory Auditors of the Company are liable to retire at the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Board of Directors at their Meeting held on May 30, 2014, on the recommendation of the Audit Committee, proposed to re-appoint M/s. S. M. Kapoor & Co., as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the 47th Annual General Meeting (i.e., for a term of 3 years) of the Company. As required under provisions of Section 139 of the Companies Act, 2013, the Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in conformity with the limits specified under the provisions of the Act.

WHOLE-TIME KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provision of Section 203 of the Companies Act, 201 3 every Listed Company is required to have certain officers of the Company as Whole-time Key Managerial Personnel. Your Board of Directors has taken note of the existing office of Mr. P. M. Rao, Managing Director, as a Whole-time KMP of the Company. The Company is in the process of appointing a whole-time Company Secretary and Chef-Financial Officer and identifying their offices as Whole-time KMPs of the Company.

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

Pursuant to Section 21 7(1 )(e) of the Companies Act, 1 956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, information on conservation of energy, technology absorption, foreign exchange earnings and out-go is given as Annexure to this report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

Your Company re-aligned its existing ''shareholders/Investors Grievances Committee'' as ''Stakeholders'' Relationship Committee'', with an enhanced scope and functioning. The Stakeholders Relationship Committee comprises of Mr. S.R. Karmarkar as Chairman of the Committee and Mr. P.M. Rao and Mr. P.R. Bhargava as Members of the Committee.

PARTICULARS OF EMPLOYEES:

None of the Employees were in receipt of the remuneration in excess of the ceiling as prescribed in the Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ACKNOWLEDGMENT:

Your Directors would like to express their sincere appreciation to the Company''s valued investors, Banks, Central and State Governments and all other statutory authorities for their continued Co-operation and support.

Your Directors also take this opportunity to acknowledge the dedicated efforts made by workers, staff, and officers at all level for their hard work, dedication and commitment.

For and on behalf of the Board of Directors

Place: Mumbai P. M. Rao Date: 14th August, 2014 Chairman and Managing Director DIN: 00197973


Mar 31, 2011

The Members VENTURA TEXTILES LIMITED

The Directors present herewith the 41st Annual Report together with the Audited Accounts for the Financial Year ended 31st March, 2011. The summarized performance during the year is as under:

FINANCIAL RESULTS: (Rs. In Lacs)



PARTIULARS I 31st March, 2011 31st March, 2010

Sales - 58.43

Other Income 1.29 22.74

Total Income 1.29 81.17

Total Expenditure 71 173.93

Profit / (Loss) Before Interest, (70.69) (92.76) Depreciation & Tax

Interest 0.11 1.39

Depreciation 336.68 337.80

Profit / (Loss") Before Tax (407.48) (431.95)

Profit / (Loss) After Tax (407.48) (431.95)

Exceptional Income/Prior Period - 153.22 Adjustment

Net Profit / (Loss) (407.48) (278.73)

Adjustment in Balance Brought] Forward from previous year (1595.50) (1316.77)

"Balance Carried to Balance Sheet (2002.98) (1595.50)

PERFORMANCE REVIEW:

During the year under review, the performance of the Company was totally affected on-account of continued illegal strike by workmen since December, 2008.

Due to this setback, during the period under review, there was no sales achieved compared to Rs.58.43 lacs in the previous year and incurred a loss of Rs.407.48 lacs, as against a loss of Rs. 278.73 lacs in the previous year.

DIVIDEND:

Your Directors have not recommended any dividend for payment on the paid-up share capital for the financial year ended 31st March, 201 1, due to the loss incurred in the current year.

FUTURE PROSPECTS:

Your Directors are taking all necessary steps to resolve the ongoing illegal strike by the workmen and restart the operations soon. The management is also pursuing an action plan to implement and strengthen the financial support to take the Company forward.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed Management Discussion & Analysis is annexed and forms part of this Annual Report.

CORPORATE GOVERNANCE:

Report on Corporate Governance forms an integral part of this Annual Report. The Auditors' certificate certifying compliance with the conditions of Corporate Governance under clause 49 of the listing agreement is also annexed to this report.

FIXED DEPOSITS:

The Company has not accepted any deposit within the meaning of the provisions of Section 58A of Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS:

In accordance with the provisions of Companies Act, 1956, Mr. Prakash Bhargava, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and has offered himself, for re-appointment. Your Directors recommend his re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 21 7(2AA) of the Companies Act, 1 956 and on the basis of explanation and compliance certificate given by the executives of the Company and subject to disclosures in the annual accounts and also on the basis of discussion with the Statutory Auditors' of the Company from time to time, your Directors confirm that:

i. in preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year ended 31st March, 201 1;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the Directors have prepared the Annual Accounts for the period ended on 31 st March, 201 1 on a going concern basis.

AUDITORS' REPORT :

The observations/qualification made in the Auditors' Report are suitably replied and explained in the addendum to the Directors' Report.

AUDITORS :

M/s. S. M. Kapoor & Co., Chartered Accountants, Mumbai, the Statutory Auditors' of the Company will retire at ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from the Auditors', under Section 224 (IB) of the Companies Act, 1956, to the effect that their re- appointment, if made, will be within the statutory limits.

COST AUDITORS :

In view of stoppage of manufacturing operations due to labour strike during the year, the company sought exemption vide letter dated 29lh November 2010 addressed to the Ministry of Corporate Affairs, Government of India, New Delhi from the applicability of maintenance of cost records and cost audit.

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

Pursuant to Section 2l7(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, information on conservation of energy, technology absorption, foreign exchange earnings and out-go is given as Annexure to this report.

PARTICULARS OF EMPLOYEES:

None of the Employees were in receipt of the remuneration in excess of the ceiling as prescribed in the Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended by the Companies Amendment Act, 1988.

ACKNOWLEDGMENT:

Your Directors would like to express their sincere appreciation to the Company's valued investors, Banks, Central and State Governments and all other statutory authorities for their continued Co-operation and support.

Your Directors also take this opportunity to acknowledge the dedicated efforts made by workers, staff, and officers at all level for their hard work, dedication and commitment.

For and on behalf of the Board of Directors

P M. Rao Chairman and Managing Director

Place: Mumbai Date: 10th August, 2011




Mar 31, 2010

The Directors take pleasure in presenting the 40,h Annual Report together with the Audited Accounts for the Financial Year ended 31st March, 2010. The summarized performance during the year is as under:

FINANCIAL RESULTS : (Rs. In Lacs)

PARTIULARS 31th March,2010 31st March,2009

Sales 58.43 1704.13

Other Income 22.74 97.50

Total Income 81.17 1801.63

Total Expenditure 173.93 1960.82

Profit / (Loss) Before Interest, Depreciation & Tax (92.76) (159.19)

Interest 1.39 575.88

Depreciation 337.80 338.92

Profit / (Loss) Before Tax (431.95) (1073.99)

Fringe Benefit Tax - 1.80

Profit / (Loss) After Tax (431.95) (1075.79)

Exceptional Income/Prior Period Adjustment 153.22 -

Net Profit / (Loss) (278.73) (1075.79)

Adjustment in Balance Brought Forward from previous year (1316.77) (240.98)

Balance Carried to Balance Sheet (1595.50) (1316.77)

PERFORMANCE REVIEW :

During the year under review, the performance of the Company was badly affected on-account of continued illegal strike by workmen since December, 2008.

Due to this setback, the Company achieved sales of Rs.58.43 lacs as compared to Rs.1704.13 lacs in the previous year and incurred a loss of Rs.278.73 lacs, as against a loss of Rs. 1,075.79 lacs in the previous year.

DIVIDEND :

Your Directors have not recommended any dividend for payment on the paid-up share capital for the financial year ended 31st March, 2010, due to the loss incurred in the current year.

FUTURE PROSPECTS :

The revival of major economies like US & European Union play a significant role for the future of Indian Textile Industry, accounting for a major export market for Bed Linen and Home Textiles. Your company is making all attempts to explore the domestic market including hotels and hospitals.

Looking forward to the growing opportunity, your Directors will take all necessary steps to resolve the ongoing illegal strike by the workmen and stabilize the operations soon. The management is also pursuing an action plan to implement and strengthen the financial support to take the Company forward.



MANAGEMENT DISCUSSION & ANALYSIS :

A detailed Management Discussion & Analysis is annexed and forms part of this Annual Report.

- CORPORATE GOVERNANCE :

Report on Corporate Governance forms an integral part of this Annual Report. The Auditors certificate certifying compliance with the conditions of Corporate Governance under clause 49 of the listing agreement is also annexed to this report.

FIXED DEPOSITS :

The Company has not accepted any deposit within the meaning of the provisions of Section 58A of Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS :

In accordance with the provisions of Companies Act, 1956, Mr. Abhijit Rao, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and has offered himself, for re-appointment. Your Directors recommend his re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirements of Section 21 7(2AA) of the Companies Act, 1 956 and on the basis of explanation and compliance certificate given by the executives of the Company and subject to disclosures in the annual accounts and also on the basis of discussion with the Statutory Auditors of the Company from time to time, your Directors confirm that :

i. in preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year ended 31 st March, 2010;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the Directors have prepared the Annual Accounts for the period ended on 31st March, 2010 on a going concern basis.

AUDITORS REPORT :

The observations/qualification made in the Auditors Report are suitably replied and explained in the addendum to the Directors Report.

AUDITORS :

M/s. S. M. Kapoor & Co., Chartered Accountants, Mumbai, the Statutory Auditors of the Company will retire at ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from the Auditors, under Section 224 (IB) of the Companies Act, 1956, to the effect that their re-appointment, if made, will be within the statutory limits.

COST AUDITORS :

In view of stoppage of manufacturing operations due to labour strike during the year, the company is seeking exemption from the applicability of maintenance of cost records and cost audit from the Ministry of Corporate Affairs, Government of India, New Delhi.

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

Pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, information on conservation of energy, technology absorption, foreign exchange earnings and out-go is given as Annexure to this report.

PARTICULARS OF EMPLOYEES :

None of the Employees was in receipt of the remuneration in excess of the ceiling as prescribed in the Section 21 7(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended by the Companies Amendment Act, 1988.

ACKNOWLEDGEMENT :

Your Directors would like to express their sincere appreciation to the Companys valued investors, Banks, Central and State Governments and all other statutory authorities for their continued co-operation and support.

Your Directors also take this opportunity to acknowledge the dedicated efforts made by workers, staff, and officers at all level for their hard work, dedication and commitment.

For and on behalf of the Board of Directors

R M. Rao

Chairman and Managing Director

Place : Mumbai

Date : 14,th August, 2010

 
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