Directors Report of Vijay Textiles Ltd.

Mar 31, 2023

BOARD''S REPORT

To the Members,

The Directors have pleasure in presenting before you the 33^rd Boards'' Report of the Company together with the Audited
Statements of Accounts for the Financial Year ended 31^st March, 2023.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance during the period ended 31^st March, 2023 has been as under:

Particular	Amount (Rs. In Lakhs)
	2022-23	2021-22
Revenue from operations	2573.02	2592.81
Other income	53.51	715.01
Profit/loss before Depreciation, Finance Costs,	370.60	423.27
Exceptional items and Tax Expense	-	-
Less: Depreciation/ Amortization/ Impairment	502.54	600.35
Less: Finance Costs	774.05	1465.23
Profit /loss before Exceptional items and Tax Expense	(905.99)	(1642.31)
Add/(less): Exceptional items	--	--
Profit /loss before Tax Expense	(905.99)	(1642.31)
Less: Tax Expense (Current & Deferred)	253.47	490.91
Profit /loss for the year (1)	(652.52)	(1151.40)
Other Comprehensive Income(2)	10.17	13.90
Total Comprehensive Income (1 2)	(642.35)	(1137.50)
Balance of profit /loss for earlier years	-	-
Less: Transfer to Reserves	-	-
Less: Dividend paid on Equity Shares	-	-

2. REVIEW OF OPERATIONS:

During the Financial Year under review, revenue from operations and other income was reported at Rs. 2626.53 Lakhs
and incurred net loss of Rs. 652.52 Lakhs as compared to revenue from operations and other income of Rs. 3307.82
Lakhs and net loss of Rs. 1151.40 Lakhs in the previous Financial Year.

3. DIVIDEND

Keeping the Company''s expansion and growth plans in mind, your Director''s have decided not to recommend dividend
for the Financial Year.

4. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company''s affairs and related aspects is provided under Management Discussion and Analysis
report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) regulations, 2015 and forms part of this Report.

5. PERFORMANCE AND FUTURE OUTLOOK

Your Company has reported loss during the year under review. As has been the case during the last two financial years,
your Company has continued its reliance on job works for sustenance post COVID 19 Pandemic. Embroidery unit has
continued its activities unabated though during the year under review. Retail segment has shown significant recovery
post pandemic and its performance has gradually improved to near pre-covid levels. Your company will continue to
lay more emphasis on growth of its retail segment which looks quite promising given the current market scenario and
expects to boost its revenue from this segment significantly during the current financial year.

6. RESERVES:

The Closing balance of reserves, including retained earnings/loss (other equity) of the Company as at March 31^st 2023
is Rs. 5014.77 Lakhs.

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the nature of Business.

8. MATERIAL CHANGES AND COMMITMENTSAFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

There were no material changes and commitments affecting financial position of the Company between 31^st March,
2023 and the date of Board''s Report.

9. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

10. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY:

The Authorised Share Capital of the Company is Rs. 73,30,00,000/- bifurcated as mentioned below:

a) Equity Shares Capital stands at Rs. 20,30,00,000/- divided into 2,03,00,000 Equity Shares of Rs.10/- each.

b) Preference Share Capital stands at Rs. 53,00,00,000/- divided into 53,00,000 10% Non-Convertible Cumulative
Redeemable Preference Shares of Rs.100/- each.

The Paid-up Share Capital of the Company stands at Rs. 18,30,50,000/- divided into 1,83,05,000 Equity Shares ofRs.10/-
each.

11. UNPAID / UNCLAIMED DIVIDEND:

In terms of the provisions of the Companies Act, the Company is obliged to transfer dividends which remain unpaid or
unclaimed for a period of seven years from the declaration to the credit of the Investor education and Protection Fund
established by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount
is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of
the Act.

The details of Dividend of earlier years remain unclaimed by the shareholders as on 31.03.2023 are as given below:

Financial Year	Date of Declaration of Dividend	Last Date of Claiming Dividend	Unclaimed amount as on 31.03.2022	Due date for transfer to Inves¬ tor Education and Protection Fund (IEPF)
2017-2018	28.09.2018	28.10.2018	1,49,212	03.11.2025

DETAILS OF THE NODAL OFFICER

The Company has designated Smt. Neha Kankariya, Company Secretary and Compliance Officer of the Company''s
Nodal Officer for the purpose of IEPF. However, she has resigned w.e.f. 12.04.2023 and Shri. Yogesh Dayama, Company
Secretary and Compliance Officer of the Company has designated as the Nodal Officer for this purpose.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on date of this report, the Company has Six Directors, out of which three are Independent Directors including one
women Director and three executive Directors.

a) APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS OF THE
COMPANY:

• Shri. Vijay Kumar Gupta (DIN: 01050958), retires by rotation and being eligible, offers himself for re¬
appointment.

• Smt. Neha Kankariya has resigned as Company Secretary and Compliance Officer of the Company w.e.f.

12.04.2023.

• Smt. Payal Bafna (DIN: 09075302) and Shri. Ravi Prasad Muthyam (DIN: 06603818) were appointed as
Additional Director (Independent) for a period of five (5) years w.e.f. 22.07.2023 subject to approval of the
shareholders in the ensuing General Meeting.

• Shri. Yogesgh Dayama was appointed as Company Secretary and Compliance Officer of the Company w.e.f.

22.07.2023.

• Re-appointment of Shri. Rakesh Malhotra (DIN: 05242639) as Whole-Time Director of the Company for a
period of three (3) years w.e.f. 27.10.2023 to 26.10.2026 subject to the approval of the shareholders in the
ensuing General Meeting.

b) KEY MANAGERIAL PERSONNEL OF THE COMPANY:

Key Managerial Personnel for the Financial Year 2022-2023:

• Shri. Vijay Kumar Gupta, Chairman and Managing Director of the Company.

• Shri. Susheel Kumar Gupta, Whole-Time Director of the Company.

• Shri. Rakesh Malhotra, Whole-Time Director & Chief Financial Officer of the Company.

• Ms. Neha Kankariya as Company Secretary and Compliance Officer of the Company.

13. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Smt. C.A. Alka Zanwar, Shri C.A. Penmestsa Vikram and Shri CA. Pankaj
Kumar Trivedi, Independent Directors of the Company to the effect that they are meeting the criteria of independence
as provided in Sub-Section (6) of Section 149 of the Companies Act,2013 and under regulation 16(1) (b) read with
regulation 25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

The Independent Directors have also confirmed that they have complied Company''s Code of Conduct. In terms of
Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any
circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company,
other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the
Board of Directors and Committee(s).

14. BOARD MEETINGS:

The Board of Directors duly met Seven (7) times on 30.05.2022, 10.06.2022, 18.07.2022, 20.08.2022, 14.11.2022,
30.01.2023 and 14.02.2023 and in respect of which meetings, proper notices were given and the proceedings were
properly recorded and signed in the Minutes Book maintained for the purpose.

15. 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 Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

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

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board
of India on January 5, 2017.

In a separate meeting of Independent Directors was conducted on 14.02.2023 to evaluate the performance of Non¬
Independent Directors, the Board as a whole and the Chairman of the Company, taking into account the views of
executive Directors and Non-Executive Directors.

The Board reviewed the performance of individual Directors on the basis of 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.

Performance evaluation of all the Directors was done by the entire Board excluding the Director being evaluated.

16. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION
DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES
(APPOINTMENT & REMUNERATION) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013
read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in
Annexure-1a to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every
employee is annexed to this Annual report as Annexure-1b.

During the year NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or
Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies
Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

17. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under Section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment &
Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Shri Rakesh
Malhotra, Whole Time Director & CFO to the median remuneration of the employees is 4.55:1.

Further Shri. Vijay Kumar Gupta, Chairman and Managing Director and Shri. Susheel Kumar Gupta, Whole-time Director
of the Company has drawn nil remuneration during the Financial Year 2022-23.

18. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and
ability, confirm that:

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

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

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

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

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

19. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its
size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing
and monitoring the internal control environment.

The internal audit function is adequately resourced commensurate with the operations of the Company and reports to
the Audit Committee of the Board.

20. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2022-2023, the Auditors have not reported any matter under Section 143(12) of the Companies
Act, 2013, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

21. CEO/ CFO CERTIFICATION:

The Managing Director and Chief Financial Officer Certificate on the Financial Statements under Regulation 17 (8) of
SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the Financial Year 2022-2023 is annexed in
this Annual Report.

22. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE
SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

During the Financial Year under review, the Company does not have any subsidiaries, joint ventures or associate
Companies.

23. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year under review no Company has become or ceased to become its subsidiaries, joint ventures or associate
Company.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given loans, Guarantees or made any investments during the year under review which attracts the
provisions of Section 186 of the Companies Act, 2013.

25. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm''s length basis and were in
the ordinary course of business. During the financial year 2022-2023, there were no materially significant related party
transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons

which may have a potential conflict with the interest of the Company at large. The transactions with the related parties
are routine and repetitive in nature.

The summary statement of transactions entered into with the related parties are reviewed and approved by the Audit
Committee and the Board of Directors on a quarterly basis. The summary statements are supported by an independent
audit report certifying that the transactions are at an arm''s length basis and in the ordinary course of business

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is annexed herewith as Annexure-2 to this report.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, read with Companies (Accounts)
Rules, 2014 are enclosed as Annexure-3.

25. COMMITTEES:

AUDIT COMMITTEE: The Audit Committee of the Company is constituted in line with the provisions of Regulation
18(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the
Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of the
Company is constituted in line with the provisions of Regulation 19(1) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013 are included in the Corporate
Governance report, which forms part of this report.

STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship Committee of the Company
is constituted in line with the provisions of Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report,
which forms part of this report.

26. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more,
or a net profit of Rs. 5 Crore or more during the Financial Year, Section 135 of the Companies Act, 2013 relating
to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social
Responsibility Policy.

27. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section
177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Company promotes ethical behaviour and has put in place a mechanism for reporting illegal
or unethical behaviour. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees
are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may report their
genuine concerns to the Chairman of the Audit Committee. During the year under review, no employee was denied
access to the Audit Committee.

Vigil Mechanism Policy has been established by the Company for Directors and employees to report genuine concerns
pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the
website of the Company www.viiavtextiles.in.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the regulators /courts that would impact the going concern status
of the Company and its future operations.

29. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

At the 31^stAnnual General Meeting held on 30.09.2021, the members of the Company approved the appointment of
M/s. S V D & Associates, Chartered Accountants Statutory Auditors of the Company for the term of five years from

the conclusion of 31^st Annual General Meeting held for Financial Year 2020-2021 till the conclusion of the 36^th Annual
General Meeting to be held in the Financial Year 2025-2026.

The Auditors'' Report for Financial Year 2022-23 contains the following qualification, reservation or adverse remark:

Sl. No.	Auditors Comment	Management Reply
1.	The Company''s trade receivables as at balance sheet date amounts to Rs. 156.93 crores (as on March 31, 2022 - Rs.152.81 crores) wherein the debtor''s receivable overdue for period exceeding three years amounts to Rs. 147.77 crores (as on March 31,2022 -Rs. 108.42 crores). We draw attention to Note number 5A to the financial results providing details with respect to actions implemented by management with respect to overdue trade receivables. Consequently, we were unable to determine whether any adjustments to these amounts were necessary.	Management has performed a detailed review and reached out to all its debtors with regards to the long outstanding balances. Considering the long association debtors have given their assurance that the amount owed to the company will be surely repaid. As a result, management is of the opinion that there is no requirement of provision for expected credit loss towards the recovery from debtors. Further efforts are being made for expediating recovery from long overdue debtors. As a result, the management is of the opinion there is no significant credit loss for the existing debtors out-standing and accordingly provisions are not made for the same.
2.	The company''s loan accounts with State Bank of India (“SBI ”) and Axis Bank Limited (“Axis”) have become non¬ Performing asset. Post which regular business transactions were conducted through trust & retention account (“TRA”) managed by SBI on behalf of company for both SBI & Axis. Validity of such operation was permitted up to 31st July, 2022 after which all the banking transactions were freezed by the banks. Subsequent to the above event company has been issued demand notices by SBI and Axis under letter dated August 17, 2022 and September 09, 2022 respectively under Section 13 (2) of Securitisation and Reconstruction of Financial Assets & Enforcement of Securities Interest Act, 2002 (“SARFAESI Act”) giving company a sixty days'' time period to deposit the amounts due to the banks amounting to Rs. 72.84 Crores & Rs. 20.04 Crores (amounts specified are per the notices issued by respective banks after application of interest and penal charges up to the date of these notices).	Pursuant to the above, the company has submitted a proposal for compromise on November 10, 2022 for one time settlement of dues by making a payment of Rs.79.60 Crore (SBI: Rs.61.00 Crore & Axis: Rs.18.60 Crore) as stipulated in the offer letter to be completed by March 15, 2023. Wherein Company has received approval from the consortium banks viz. State Bank of India and Axis Bank Limited vide their letters dated January 25, 2023 and January 27, 2023 respectively to its compromise proposal submitted on November 10, 2022 for one time settlement of bank dues of Rs.79.60 Crore to be paid by March 31,2023, However, Company was unsuccessful to honour the compromise agreement as on March 31, 2023. Subsequently SBI & Axis has revoked the compromise agreement as on April 29, 2023 and May 03, 2023. Company has submitted request for revival of the compromise agreement to banks but same is yet to confirmed by the respective banks. As the TRA Account is freezed the Company is managing its daily operations with the support of Promoter Directors.
3.	As the Company is in process of revival of compromise agreement with State bank of India & Axis bank it has not provided for the interest payable against the loans outstanding from the respective banks, wherein interest is due to be accounted for the period from December 01, 2022 up to March 31,2023. Consequently, we were unable to determine whether any adjustments to these amounts were necessary. The same has resulted in the non-compliance of the Ind AS and inconsistency in the application of the accounting policies of the Company.	Proposal of the company was submitted on 13 July 2023 is receiving attention of the banks for reinstatement of the OTS approval, which inter alia includes waiver of interest from the cut-off date of settlement i.e., 31 August 2022. As a result, management is unable to ascertain the impact of interest.

Sl. No.	Auditors Comment	Management Reply
4.	Post cancellation of the compromise agreement the State bank of India has filed petition against the company in National Company Law Tribunal (“NCLT) on June 05, 2023 which got registered on June 22, 2023. Proceedings for the same are in progress at the appropriate authority. Further there has been a submission to Corporate Insolvency Resolution Procedure (“CIRP”) by its operational creditor. Company has not determined the impact of a pending dispute before the NCLT & CIRP, thereby, in absence of sufficient and appropriate evidence, we are unable to comment on the impact thereof on the amounts reported in the Financial Statements.	The company is hopeful of settling the dues with the banks as per its commitment letter to pay the dues by 31 August 2023. Post settlement the company would request the banks to withdraw the said petition filed before NCLT. The company is in discussion with operational creditors with respect to resolution and subsequently for withdrawal of CIRP.
5.	As on March 31,2023 the company had outstanding statutory dues related to TDS amounting to Rs. 61.67 Lakhs and PF & ESI dues amounting to Rs. 28.50 Lakhs & Rs 6.29 Lakhs respectively. However, subsequently the company has cleared the dues related to TDS amounting to Rs 37.52 Lakhs and has cleared all the dues pertaining to PF & ESI.	The company shall be making payment of the pending TDS amount on immediate basis.
6.	We draw attention to the accompanying financial results, which indicates that the company has incurred a net loss for the Financial Year ended March 31, 2023 Rs.6.52 crores (for the year ended March 31, 2022 Rs. 11.51 crores). The company has outstanding amount due to vendors for more than three years as on March 31, 2023 amounting to Rs.6.09 crores (as on March 3 1, 2022- Rs. 0.26 crore) and repayment of loans due to banks amounts to Rs.72.5 crores, further the withdrawal of support from Banks and other indicators as listed above in the qualifications, indicate existence of material uncertainty on the company''s ability to continue as a going concern.	The management is fully committed to pay off the dues to the vendors & banks and also restore its operations to normal.

30. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors
has appointed M/s. Nishant Darak & Associates, Practicing Company Secretaries (CP No. 2246) as the Secretarial
Auditor of the Company, for conducting the Secretarial Audit for Financial Year ended March 31,2023.

The Report given by the Secretarial Auditor is annexed herewith as Annexure- 4 and forms integral part of this report
and contains the following qualification, reservation or adverse remark:

Sl. No.	Auditors Comment	Management Reply
1.	Company has made delay of 6 days in submission of Un-audited Financial Re-	Management ensures that
	sults for the Quarter ended 30.06.2022 and delay of 53 days in submission of	corrective action has been
	Audited Financial Results for the Quarter and Year ended 31.03.2023 under	initiated to avoid such in-
	Regulation 33 and subsequently the Exchange has imposed penalty.	stances in future and penal-
2.	Company has made delay in payment of Annual Listing Fees for the financial year 2022-23.	ties imposed by exchange were duly paid.

31. ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI vide its Circular No. CIR/CFD/CMDI/27/2019 dated February 08, 2019 read with Regulation 24(A) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 directed listed entities to conduct Annual Secretarial
Compliance Audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued
thereunder. In this regard, Secretarial Compliance Report for the Financial Year 2022-23 was submitted to BSE Limited
within 60 days of the end of the financial year.

32. INTERNAL AUDITORS:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read
with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014, during the year under review the
Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor of the Company on
quarterly basis by M/s Sankaran & Krishnan, Chartered Accountants., the Internal Auditor of the Company.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with
recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to
Board.

The Board has appointed M/s. RKR & Associates, Chartered Accountants, Hyderabad as Internal Auditors of the
Company for the Financial Year 2023-2024.

33. DETAILS RELATING TO DEPOSITS:

The Company has not accepted any public deposits during the Financial Year ended March 31, 2023 and as such, no
amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

34. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31,2023, there has been no
non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies
(Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite
returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits. The
Company complied with this requirement within the prescribed timelines.

35. SECRETARIAL STANDARDS:

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable
provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry
of Corporate Affairs.

36. ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, an annual return is uploaded on website of the Company www.viiavtextiles.in.

37. DISCLOSURE ABOUT COST AUDIT:

As per Section 148 of the Companies Act, 2013 read with Rules framed there under M/s Nageswara Rao & Co
(Registration No. 000332) Cost Accountants were appointed as Cost Auditors of the Company for the Financial Year
2022-2023.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under Regulation 34 (e) read with
schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with BSE Limited in India
is annexed herewith as Annexure- 5 to this report.

39. FAMILIARISATION PROGRAMME:

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company,
their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through
familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as
well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent
Directors is disclosed on the Company''s website www.viiavtextiles.in.

40. INSURANCE:

The properties and assets of your Company are adequately insured.

41. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Regulation
34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance duly audited is appended
as Annexure -6 for information of the Members. A requisite certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

The Certificate(s) issued by M/s Nishant Darak & Associates, Practising Company Secretaries, pertaining to compliance
of ‘Corporate Governance'' conditions as applicable to the Company and no Disqualification/ Debarment of its Directors
from holding Directorship in the Company is annexed to Corporate Governance Report.

42. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent/Non-Executive Directors has any pecuniary relationship or transactions with the Company
which in the Judgment of the Board may affect the independence of the Directors.

43. RISK MANAGEMENT POLICY:

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk
management framework to identify, monitor and minimize risks and also to identify business opportunities. As a process,
the risks associated with the business are identified and prioritized based on severity, likelihood and effectiveness of
current detection. Such risks are reviewed by the senior management on a quarterly basis. Risk Management Committee
of the Board of Directors of your Company assists the Board in (a) overseeing and approving the Company''s enterprise
wide risk management framework; and (b) overseeing that all the risks that the organization faces such as strategic,
financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational, other risks have been identified
and assessed, and there is an adequate risk management infrastructure in place capable of addressing those risks. The
development and implementation of risk management policy has been covered in the Management Discussion and
Analysis, which forms part of this Report.

44. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain
policies for all listed companies. All the policies are available on our website www.viiavtextiles.in.

45. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of
the Company in all respects.

46. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA
FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR
AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics,
personal and professional stature, domain expertise, gender diversity and specific qualification required for the position.
The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the

Companies Act, 2013 and Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, on the recommendations of the Nomination and Remuneration
Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior
Management. The Policy is attached a part of Corporate Governance Report. We affirm that the remuneration paid to
the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

47. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy of the
Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of
the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure
reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished
price sensitive information and code of conduct for the prevention of insider trading, is available on our website (www.
viiavtextiles.in).

48. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention,
Prohibition, and Redressal of Sexual Harassment at workplace.

This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (‘POSH Act'') and the Rules made thereunder. With the objective of providing a safe working environment, all
employees (permanent, contractual, temporary, trainees) are covered under this Policy. The policy is available on the
website at www.viiavtextiles.in.

As per the requirement of the POSH Act and Rules made thereunder, the Company has constituted an Internal
Committee at all its locations known as the Prevention of Sexual Harassment (POSH) Committees, to inquire and
redress complaints received regarding sexual harassment.

All employees are covered under this policy. During the year 2022-2023, there were no complaints received by the
Committee.

49. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities

a. Issue of sweat equity share: NA

b. Issue of shares with differential rights: NA

c. Issue of shares under employee''s stock option scheme: NA

d. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

e. Buy back shares: NA

f. Disclosure about revision: NA

g. Preferential Allotment of Shares: NA

50. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company
under Insolvency and Bankruptcy Code, 2016.

However, State Bank of India (Financial Creditor) has filed petition Under Section 7 of Insolvency and Bankruptcy
Code, 2016 against the Company at Hon''ble National Company Law Tribunal, Hyderabad Bench on June 05, 2023
which got registered on June 22, 2023 and one of the Operational Creditor of the Company has filed petition against
the company under Section 9 of Insolvency & Bankruptcy Code, 2016 with Hon''ble National Company Law Tribunal
(NCLT), Hyderabad Bench and proceedings are under process.

51. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

Nil

52. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company.

53. ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the
investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your
Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work
have enabled the Company to achieve a moderate growth and is determined to poise a rapid and remarkable growth
in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial
institutions and shareholders of the Company, SEBI, BSE, NSDL and CDSL, etc. for their continued support for the
growth of the Company.

For and behalf of the Board

Vijay Textiles Limited

Sd/-

Vijay Kumar Gupta

Date: 26.09.2023 Chairman & Managing Director

Place: Secunderabad (DIN: 01050958)

---

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the Directors’ Report and the Audited Statement of Accounts of the Company for the Financial Year ended 3l^st March 20l8.

FINANCIAL RESULTS

The performance of the Company during the year has been as under:

(Rs. In Lakhs)

Particulars	2017-18	2016-17
Total Revenue from operations	lll7l.25	ll949.50
Total Expenses	l0499.74	ll526.24
Profit Before Tax	67l.52	423.26
Less: Taxation
a) Current Tax	22.90	-
b) Deferred Tax	(l53.95)	(33.77)
Profit / (Loss) After Tax	802.57	457..03
Other Comprehensive Income	(l3.93)	(ll.l6)
Total Comprehensive Income	788.64	(445.87)
Earning per Equity Share- Basic & Diluted	6.0l	3.40

OPERATIONS

Your Company has shown good results during the year under review and achieved sales and other income of Rs.11 171.25 Lakhs and net profit of Rs.802.57 Lakhs as compared to sales and other income of Rs. ll949.50 Lakhs and net profit of Rs.457.03 Lakhs achieved in the previous financial year.

PERFORMANCE AND FUTURE OUTLOOK

Your Company has performed reasonably better with increase in profitability. With increased focus on its exclusive range of embroidered Furnishing Fabrics and Bed-Linen, your company has been able to seize more market share in the contemporary segments and thus has optimised utilisation of the production capacities to its potential. Your Company has made foray in to new markets, identified new customers and thus have added to its repertoire of large number of dealers on pan India basis. These efforts have lent momentum to its synergies in increasing its top line and shall translate in to more emphatic results in the ensuing financial year.

Prospective outlook for the current financial year is good and your Company, as done last year, plans to maintain its strategy for aggressive marketing of its new range of embroidery products, which have a very good and consistent demand in the contemporary markets.. Aggressive marketing strategy includes offering better and competitive pricing to the dealers albeit with a shorter credit period in order to provide impetus to the cash flows. Your Company is quite hopeful to show much improved results and to excel in its performance in the current financial year.

RESERVES

During the year your Company has not transferred any amount to General Reserve Account.

DIVIDEND

The Directors are pleased to recommend a Dividend of 1.00 paise per share on the Paid up Equity Share Capital of the Company in respect of the financial year 20l7-20l8. The total outgo on account of dividend, inclusive of dividend tax stands at Rs. l,58,22,883/-

The Board has also recommended payment of dividend of 0.l0% amounting to 5,27,600/- i.e. 0.00l per preference share to preference shareholders for the year 20l7-20l8.

UNPAID / UNCLAIMED DIVIDEND

In terms of the provisions of the Companies Act, the Company is obliged to transfer dividends which remain unpaid or unclaimed for a period of seven years from the declaration to the credit of the Investor education and Protection Fund established by the Central Government.

During the year dividend amounting toRs.2,l2,566/- that had not been claimed by the Shareholders for the year ended 3l^st March, 20l0 was transferred to the credit of Investor Education and Protection Fund on 04.ll.20l7 as required under Section l24 read with Section l25 of the Companies Act 20l3.

Further the dividend amount not claimed by the Shareholders for the year ended 3l^st March, 20ll will be transferred to the credit of Investor Education and Protection Fund as required under Section l24 read with Section l25 of the Companies Act 20l3 on ll.09.20l8.

It may be noted that no claims shall lie against the Company in respect of any amount of dividend remaining unclaimed/unpaid for a period of seven (7) years from the dates of they become due for payment. Members who have not claimed the dividends declared for the financial year March 3 1, 20l0 and onwards are requested to lodge their claim immediately with the Company’s Registrar and Transfer Agents at the address mentioned in the Annual Report. The Company has already send reminders to all such members at their registered address in this regard. Further, as per Section l24(6) of the Act read with IEPF Rules, all shares in respect of which dividend has not been paid or claimed for seven (7) consecutive years has to be transferred, under sub-section 5 of the Act, to the IEPF Suspense Account (in the name of the Company) with one of the Depository Participants as may be identified by the IEPF Authority, within thirty (30) days of such shares becoming due to be transferred to the IEPF. However, proviso to sub-section 6 provides that the shares transferred to the IEPF can be claimed by the concerned shareholders(s) from IEPF Authority after complying with the procedure prescribed under the IEPF Rules.

The Ministry of Corporate Affairs vide their Notification Dated 13.10.2017 amended the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 20l6 specifying that the period of 7 years provided under Section l24(5) has been completed/ are been completed during the period 07.09.20l6 to 3l.l0.20l7, the due date of transfer of such shares shall be deemed to be 3l.l0.20l7.

Accordingly the Company has transferred the shares to IEPF account pertaining to the year 2008-2009 -29,l87 Shares and 2009-20l0 — ll,488 Shares totalling to 40,675 Shares.

MATERIAL CHANGES AND COMMITMENTS

There are no major material changes and commitments affecting the financial position of the Company after the end of the financial year and up to date of this report.

CHANGES IN THE NATURE OF BUSINESS

During the year, there were no changes in the nature of business of the Company.

BOARD MEETINGS

The Board of Directors duly met Five (5) times during the financial year from 1^st April 20l7 to 3l^st March 20l8. The dates on which the meetings were held are 22.05.20l7, 24.07.20l7 28.08.20l7, l3.l2.20l7 and l4.02.20l8.

APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

No Directors or Key Managerial Personnel’s have resigned during the year.

In accordance read with Section l52 of the Act and read with Article lll of the Company’s Articles of Association, Shri. Vijay Kumar Gupta, Whole time Director and Chairman & Managing Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointment are given as under:-:

Name of the Director	Shri Vijay Kumar Gupta
Date of Birth	03.02.l950
Qualification	Degree in Commerce
Expertise in specific functional areas	Joined with his father in textile business at a very young age and has now got a core experience of around 54 years in the industry. He has a strong business acumen and is the mainstay of the Company in bringing it to its present stature
Names of listed entities in which the person also holds the directorship and the membership of Committees of the board	Vijay Racing and Farms Pvt Limited,
Shareholding of non-executive directors.	--
No. of Shares held in the Company	44,98,0l6 Equity Shares of the Company and l0,20,830 Equity Shares as HUF
Inter se relationship with any Director	Shri Susheel Kumar Gupta, Executive Director is son of Shri Vijay Kumar Gupta.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Shri M. Srikanth Reddy, Mrs. Alka Zanwar and Mr. Penmetsa Virkam, Independent Directors of the Company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section l49 of the Companies Act, 20l3 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20l5.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 20l3, Clause 49 of the Listing Agreement and Regulation 27 of SEBI (LODR) Regulations, 20l5.

In accordance with Section l78(3) of the Companies Act, 20l3, Clause 49 (IV) (B) of the Listing Agreement and Regulation l9(4) of SEBI (LODR) Regulations, 20l5, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached as an Annexure to the Corporate Governance Report.

NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors

BOARD EVALUATION:

Pursuant to the applicable provisions of the Companies Act, 20l3 and SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees. The Board’s functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Evaluation of the Committees performance was based on the criteria like composition, its terms of the reference and effectiveness of committee meetings, etc., Individual Director’s performance evaluation is based on their preparedness on the issues to be discussed, meaningful and constructive discussions and their contribution to the Board and Committee meetings. The Chairperson was evaluated mainly on key aspects of his role. These performance exercises were conducted seeking inputs from all the Directors / Committee Members wherever applicable.

The evaluation procedure followed by the company is as mentioned below:

i) Feedback is sought from each Director about their views on the performance of the Board, covering various criteria such as degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders. Feedback was also taken from every Director on his assessment of the performance of each of the other Directors.

ii) The Nomination and Remuneration Committee (NRC) then discusses the above feedback received from all the Directors.

iii) Based on the inputs received, the Chairman of the NRC also makes a presentation to the Independent Directors at their meeting, summarising the inputs received from the Directors as regards Board performance as a whole and of the Chairman. The performance of the Non-Independent Non-Executive Directors and Board Chairman is also reviewed by them.

iv) Post the meeting of the Independent Directors, their collective feedback on the performance of the Board (as a whole) is discussed by the Chairman of the NRC with the Chairman of the Board. It is also presented to the Board and a plan for improvement is agreed upon and is pursued.

v) Every statutorily mandated Committee of the Board conducts a self-assessment of its performance and these assessments are presented to the Board for consideration. Areas on which the Committees of the Board are assessed include degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

vi) Feedback is provided to the Directors, as appropriate. Significant highlights, learning and action points arising out of the evaluation are presented to the Board and action plans are drawn up. During the year under report, the recommendations made in the previous year were satisfactorily implemented.

The peer rating on certain parameters, positive attributes and improvement areas for each Board member are also provided to them in a confidential manner. The feedback obtained from the interventions is discussed in detail and, where required, independent and collective action points for improvement are put in place.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

All new independent Directors inducted into the Board attend an orientation program. The details of training and familiarization program are provided in the corporate governance report. Further, at the time of the appointment of an independent Director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section l34(3) (C) and l34(5) of the Companies Act, 20l3 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of the Company from time to time, we state as under:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for that period;

3. That 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;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 20l3 and rule l2(l) of the Companies (Management and Administration) Rules, 20l4, an extract of Annual Return in MGT 9 is a part of this Annual Report in enclosed as Annexure-I.

STATUTORY AUDITORS:

The members of the company in accordance with Section l 39 of the Companies Act, 201 3 had passed a Resolution for appointment of M/s. Laxminiwas & Co., as Statutory Auditors of the company for a period of 4 years in the AGM held on 26.09.2017 to hold office up to the conclusion of 31^s* Annual General Meeting of the Company to be held in the year 202l which was subject to ratification as per the provisions of Companies Act, 20l3.

However, pursuant to notification from the MCA dated 07.05.2018, ratification of appointment of Statutory Auditors at every Annual General Meeting has been dispensed with.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the Auditors under Sectionl43(l2).

INTERNAL AUDITORS:

Pursuant to the provisions of Section l38 of the Companies read with rules made there under, the Board has appointed M/s. Sankaran & Krishnan, Chartered Accountants as Internal Auditors of the Company for the financial year 2018-2019.

COST AUDITORS:

As per Section l48 of the Companies Act, 20l3 read with Rules framed there under, the appointment of M/s Nageswara Rao & Co (Registration No. 000332) Cost Accountants as Cost Auditors of the Company for the financial year ending 3 1 st March, 2019, subject to ratification by Shareholders of the Company.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section l34(3) (f) & Section 204 of the Companies Act, 20l3, the Board has appointed M/s. S.S. Reddy & Associates, Practicing Company Secretaries to under take Secretarial Audit of the Company. The report of the Secretarial Auditor is enclosed herewith vide Annexure-II of this Report.

QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor’s Report on the Accounts for the year ended March 3l, 20l8 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in the coming years.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the year ended March 3l, 20l8 on the Compliances according to the provisions of Section 204 of the Companies Act 201 3, and the same does not have any reservation, qualifications or adverse remarks.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given loans, guarantees or made any investments during the year under review.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature.

None of the Directors have any pecuniary relationship or transactions with the Company, except payments made to them in the form of remuneration, rent, sitting fees and interest on unsecured loans.

The Company has not entered into any contracts/ arrangements with related parties referred to Section l88(l) of the Companies Act, 20l3 including certain arm length transaction during the year. Accordingly no disclosure or reporting is required covered under this Section.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

During the year under review, the Company does not have any subsidiaries, joint ventures or associate Companies.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

During the year under review no company has become or ceased to become its subsidiaries, joint ventures or associate company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The particulars as prescribed under Section l34(3) (m) of the Companies Act, l956, read with Companies (Accounts) Rules, 20l4 are enclosed as Annexure III.

AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions of Regulation l8(l) of SEBI (LODR) Regulations with the Stock Exchanges read with Section l77 of the Companies Act, 20l3 are included in the Corporate Governance report, which forms part of this report.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation l9(l) of SEBI (LODR) Regulations with the Stock Exchanges read with Section l78 of the Companies Act, 20l3 are included in the Corporate Governance report, which forms part of this report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchanges read with Section l78 of the Companies Act, 20l3 are included in the Corporate Governance report, which forms part of this report.

RISK MANAGEMENT COMMITTEE AND POLICY:

The Company has constituted a Risk Management Committee. The details of constitution of the Committee and its terms of reference are set out in the Report on Corporate Governance. The Company as formulated a Risk Management Policy under which various risks associated with the business operations is identified and risk mitigation plans have been put in place.

VIGIL MECHANISM

In pursuant to the provisions of Section l77(9) & (l0) of the Companies Act, 20l3, a vigil Mechanism for Directors and employees to report genuine concerns has been established. It also provides for necessary safeguards for protection against victimization for whistle blowing in good faith.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY):

Since the Company is having a net profit ofRs.802.57 Lakhs i.e. more than 5.00 Crores during the financial year, Section l35 of the Companies Act, 20l3 relating to Corporate Social Responsibility is applicable to the Company. Hence the Company has adopted the Corporate Social Responsibility Policy in the year 20l8-l9 at the Board Meeting held on l3/08/20l8

The Corporate Social Responsibility Committee, formed under Section l35 of the Companies Act, 20l3, comprises 3 members with One Independent Director and two Executive Directors.

Composition

Name of the Director	Designation	Category
Shri. Vijay Kumar Gupta	Chairman	Managing Director
Shri. Susheel Kumar Gupta	Member	Whole-Time Director
Shri. C.A. Penmestsa Vikram	Member	Independent, Non-Executive

Brief description of Terms of Reference:

- To formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy indicating activities to be undertaken by the Company in compliance with provisions of the Companies Act, 20l3 and rules there under.

- To recommend the amount of expenditure to be incurred on the CSR activities.

- To monitor the implementation of the framework of the CSR policy.

- To observe corporate governance practices at all levels and to suggest remedial measures wherever necessary.

To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification as may be applicable or appropriate for performance of its duties.

PARTICULARS OF DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec 73, 74 & 76 of the Companies Act, 20l3 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review. Further, there are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 20l3.

The Company has accepted unsecured loans under the Chapter V of the Companies Act, 20l3 from the Promoter Directors during the financial year 2017-20l8 and have obtained necessary declaration from them confirming that the funds invested by way of unsecured loans in the Company during the said financial year were neither acquired by borrowing or from accepting loans or deposits from others.

SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:

During the period under review there were no significant and material orders passed by the regulators or Tribunals impacting the going concern status and the company’s operations in future. However, Labour Court III, Hyderabad has passed an award vide G.O. Rt. No.223 dated 23 March 20l7 in I.D. No.l7 of 201 0, in favour of Balaji Vishnu Patil ex-employee working under job worker at the Company’s Rajapur Unit and directed the Company to pay an amount ofRs.2,50,000/- towards retrenchment compensation in lieu of the reinstatement to Balaji Vishnu Patil. The Company has preferred an appeal before AP & Telangana High Court, Hyderabad bearing reference number WPMP No.3l873 of 20l7 in WP No.25695 of 20l7 against the said award. High Court has granted interim stay vide its order dated 02 August 20l7 on the condition the Company depositing one third of the awarded amount and the Company has complied with the condition.

INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has adequate Internal Financial Controls commensurate with the nature of business and size of operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. .

The Company has its own corporate internal audit function to monitor and assess the adequacy and effectiveness of the Internal Financial Controls and system across all key processes covering various locations. Deviations are reviewed periodically and due compliance ensured. The Internal Audit findings are discussed and suitable corrective actions are taken as per the directions of Audit Committee on on-going basis to improve efficiency in operations. The Audit Committee reviews adequacy and effectiveness of the Company’s internal financial control systems and monitors the implementation of audit recommendations.

INSURANCE:

The properties and assets of your Company are adequately insured.

CREDIT & GUARANTEE FACILITIES:

The Company has availed Working Capital facilities and Term Loan from Banks. The Company has also given counter guarantee to Bankers for obtaining Bank Guarantee.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 20l5, a report on Corporate Governance duly audited is appended as Annexure IV for information of the Members. A requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation appended as Annexure V for information of the Members.

ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking upmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government.

We would like to place on record our appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.

STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. During the year 20l7-20l8, there were no complaints received by the Committee.

PARTICULARS OF EMPLOYEES:

A table containing the particulars in accordance with the provisions of Section l97(l2) of the Act, read with Rule 5(l) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20l4 is appended as Annexure VI to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure VII

During the year NONE of the employees is drawing a remuneration of l,02,00,000/- and above per annum orRs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act,20l3 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20l4.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting Standards (Ind AS) from I^s* April 2017 and the financial results have been prepared in accordance with the recognition and measurement principles laid down in the said standards. The date of transition to Ind AS is 1^st April 2016.

Further consequent upon introduction of Goods and Services Tax (GST) w.e.f. 1^st July 2017 revenue for the period from 1^st July 2017 to 31^st March 2018 is net of GST in compliance with Indian Accounting Standard (Ind AS) ll5-“Revenue”.

SECRETARIAL STANDARDS

The Company is in compliance with the applicable secretarial standards.

EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee’s stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

CEO/ CFO Certification

The Managing Director cum CEO and CFO certification of the financial statements for the year 2017-18 is annexed in this Annual Report.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. You Directors also wish to thank all the executives, staff and workers for their contribution and continued support throughout the year.

For and on behalf of the Board

Vijay Textiles Limited

-Sd-

Vijay Kumar Gupta

Chairman & Managing Director

Place: Secunderabad DIN:0l050958

Date: 13.08.2018

---

Mar 31, 2016

The Directors have pleasure in presenting the 26th Annual Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March 2016.

FINANCIAL RESULTS

The performance of the Company during the year has been as under:

(Rs. in Lakhs)

Particulars	2015-2016	2014-2015
Total Revenue from operations	10,853.21	8,960.00
Profit Before Tax	107.64	(1,957.18)
Less: Taxation
a. Provision for Taxation - Current Year	0.00	0.00
b. Deferred Tax	7.02	(30.31)
Profit / (Loss) After Tax	100.62	(1,926.87)
Add: Profit brought forward from last year	(1,228.84)	754.04
Total available for appropriations	(1,128.22)	(1,172.83)
Less: Adjustment Relating to Fixed Assets	0.00	56.01
Balance carried forward to Balance Sheet	(1,128.22)	(1,228.84)

OPERATIONS

Your Company has performed fairly well during the year under review and achieved sales and other income of Rs. 10853.21 Lakhs and a net profit of Rs. 100.62 Lakhs as compared to sales and other income of Rs. 8960.00 Lakhs and net loss of Rs. 1926.87 Lakhs achieved in the last financial year.

PERFORMANCE AND FUTURE OUTLOOK

Notwithstanding the general slowdown in the market and adverse market conditions, performance of your Company is considered reasonably better with overall improvement in sales and profitability. Increased focus on innovation in its embroidered fabrics and finding new markets for its new range of products has helped your Company to a great extent in bringing overall improvement. Your Company has made concerted efforts to tap the potential available in the untapped markets and it has given the right impetus to boost overall sales turnover.

Outlook for the current financial year seemingly looks better and your Company, as done last year, has plans to maintain its strategy for aggressive marketing of its new range of embroidered products, which have a very good demand in the contemporary markets. More and more new areas are being explored in order to expand the reach and further penetrate into the markets which have not been touched earlier. Aggressive marketing strategy includes offering better and competitive pricing to the dealers albeit with a shorter credit period in order to improve the cash flows. Your Company is quite hopeful of further improving and excelling its performance in the current financial year.

RESERVES

During the year your Company has not transferred any amount to General Reserve Account.

DIVIDEND

The Board of Directors of your Company has not recommended any dividend for the financial year 2015-2016.

UNPAID / UNCLAIMED DIVIDEND

In terms of the provisions of the Companies Act, the Company is obliged to transfer dividends which remain unpaid or unclaimed for a period of seven years from the declaration to the credit of the Investor education and Protection Fund established by the Central Government.

In this regard, during the year dividend amounting to Rs. 2, 93,913/- that had not been claimed by the Shareholders for the year ended 31st March 2008 was transferred to the credit of Investor Education and Protection Fund as required under Section 124 read with Section 125 of the Companies Act 2013.

MATERIAL CHANGES AND COMMITMENTS:

There are no major material changes and commitments affecting the financial position of the Company after the end of the financial year and up to date of this report.

CHANGES IN THE NATURE OF BUSINESS

During the year, there were no changes in the nature of business of the Company.

BOARD MEETINGS

The Board of Directors duly met six times during the financial year from 1st April 2015 to 31st March 2016. The dates on which the meetings were held as 25.05.2015, 22.07.2015, 11.08.2015, 29.10.2015, 14.11.2015 and 12.02.2016.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mrs. CA Alka Zanwar and Shri. CA Penmetsa Virkam were appointed as Additional Directors w.e.f. 28.07.2016 respectively. Now the Board proposes to appoint them as Independent Directors subject to necessary compliances.

Shri Sanjeev Kumar Agarwal, Director of the Company resigned with effect from 28th July, 2016.The Board placed on records its sincere appreciation for the valuable contribution made by him during his tenure as Director of the Company.

In accordance read Section 152 of the Act read with Article 111 of the Company''s Articles of Association, Shri Susheel Kumar Gupta, Whole-time Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Shri. Susheel Kumar Gupta has been re-appointed as Whole-Time Director for a further period of 5 years with effect from 1st April, 2016.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Shri M. Srikanth Reddy, Mrs. Kamini Gupta, Mrs. CA Alka Zanwar and Shri. CA Penmetsa Virkam, Independent Directors of the Company to the effect that they are meeting the criteria of independence as provided in Sub-Section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The assessment and appointment of members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board member is also assessed on the basis of independence criteria defined in Section 149 (6) of the Companies Act, 2013, Clause 49 of the Listing Agreement and Regulation 27 of SEBI (LODR) Regulations, 2015.

In accordance with Section 178(3) of the Companies Act, 2013, Clause 49 (IV) (B) of the Listing Agreement and Regulation 19 (4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached as an annexure to the Corporate Governance Report.

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 (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

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 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 performance of the chairman 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. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. The manner in which the evaluation was carried out and the process adopted has been mentioned out in the Report on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3) (C) and 134(5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of the Company from time to time, we state as under:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for that period;

3. That 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;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

EXTRACT OF ANNUAL RETURN:

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

STATUTORY AUDITORS

The Shareholders at their 25th Annual General Meeting (AGM) held on 30th September 2015, approved the reappointment of M/s. Laxminiwas & Co., Chartered Accountants, as Statutory Auditors of the Company, to hold office from the conclusion of the 25th AGM up to the conclusion of the 27th AGM to be held in the year 2017.

In terms of first provision of Section 139 of the Companies Act, 2013, the appointment of Auditor is subject to ratification by the shareholders at every subsequent AGM. Accordingly, the Statutory Auditors, M/S.Laxminiwas & Co., Chartered Accountants, have confirmed their eligibility under Section 141 of the Companies Act, 2013, Rule 4 of the Companies (Audit and Auditors) Rules, 2014 and Clause 41(1) (h) of the Listing Agreement.

The Audit Committee and the Board of Directors recommend the appointment of M/s. Laxminiwas & Co. Chartered Accountants, as Statutory Auditors of the Company from the conclusion of 26th AGM till the conclusion of 27th AGM, subject to ratification by shareholders of the Company.

The Auditors'' Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies read with rules made there under, the Board has appointed M/s. Sankaran & Krishnan, Chartered Accountants as Internal Auditors of the Company for the financial year 2016-2017.

COST AUDITOR

As per Section 148 of the Companies Act, 2013 read with Rules framed there under, the appointment of M/s Nageswara Rao & Co (Registration No. 000332) Cost Accountants as Cost Auditors of the Company for the financial year ending 31st March, 2017, is subject to ratification by shareholders of the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board has appointed Shri. Ajay Kishen, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditor is enclosed herewith vide Annexure II of this Report.

The Secretarial Auditor Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF LOANS GUARANTEES, OR INVESTMENTS

The Company has not granted any loans, investments, guarantees and securities.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature.

None of the Directors have any pecuniary relationship or transactions with the Company, except payments made to them in the form of remuneration, rent, sitting fees and interest on unsecured loans.

The Company has not entered into any contracts/arrangements with related parties referred to Section 188(1) of the Companies Act, 2013 including certain arm length transaction during the year. Accordingly no disclosure or reporting is required covered under this Section.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHAGE EARNIGS AND OUTGO

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 1956, read with Companies (Accounts) Rules, 2014 are enclosed as Annexure III.

AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreement and Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchanges read with Section 177 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreement and Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchanges read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreement and Regulation 20 of SEBI (LODR) Regulations with the Stock Exchanges read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

RISK MANAGEMENT COMMITTEE AND POLICY:

The Company has constituted a Risk Management Committee. The details of constitution of the Committee and its terms of reference are set out in the Report on Corporate Governance. The Company as formulated a Risk Management Policy under which various risks associated with the business operations is identified and risk mitigation plans have been put in place.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable since your Company does not have the net worth of Rs. 500 Crores or more or turnover of Rs. 1000 Crores or more or a net profit of Rs. 5 Crore or more during the financial year and hence the Company need not adopt any Corporate Social Responsibility Policy.

COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has signed uniform listing agreement with BSE Limited and framed the following policies which are available on Company''s website i.e.www.vijaytextiles.in

i. Board Diversity Policy

ii. Policy on preservation of Documents

iii. Risk Management Policy

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPNIES

The company does not have any subsidiary, Joint venture or associate company which have become or ceased to be its subsidiaries, joint venture or associate company during the year.

FIXED DEPOSITS

The Company has not accepted or invited any Deposits covered under Chapter V of outstanding as on the date of the Balance Sheet. Accordingly no disclosure or reporting is required in respect of details relating to deposits covered under this Chapter.

The Company has accepted unsecured loans under the Chapter V of the Companies Act, 2013 from the Promoter/Directors during the financial year 2015-2016 and have obtained necessary declaration from them confirming that the funds invested by way of unsecured loans in the Company during the said financial year were neither acquired by borrowing or from accepting loans or deposits from others.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/ REGULATORS

During financial year 2015-2016, there were no significant and / or material orders, passed by any Court or Regulator or Tribunal, which you may impact the going concern status or the Company''s operations in future.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has adequate Internal Financial Controls commensurate with the nature of business and size of operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. .

The Company has its own corporate internal audit function to monitor and assess the adequacy and effectiveness of the Internal Financial Controls and system across all key processes covering various locations. Deviations are reviewed periodically and due compliance ensured. The Internal Audit findings are discussed and suitable corrective actions are taken as per the Directions of Audit Committee on on-going basis to improve efficiency in operations. The Audit Committee reviews adequacy and effectiveness of the Company''s internal financial control systems and monitors the implementation of audit recommendations.

VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a vigil Mechanism for Directors and employees to report genuine concerns has been established. It also provides for necessary safeguards for protection against victimization for whistle blowing in good faith.

INSURANCE:

The properties and assets of your Company are adequately insured.

CORPORATE GOVERNANCE

The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges and Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance duly audited is appended as Annexure IV for information of the Members. A requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation, is appended as Annexure V for information of the Members.

ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking utmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government.

We would like to place on record out appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.

STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place an Prevention of Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Compliance Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. During the year 2015-2016, there were no complaints received by the Committee.

PARTICLULARS OF EMPLOYEES

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure VI to this Report.

During the year NONE of the employees have received remuneration more than the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

CEO/ CFO CERTIFICATION

The Managing Director and CEO/ CFO certification of the financial statements for the year 2015-2016 is provided elsewhere in this Annual Report.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

SECRETARIAL STANDARDS

The Company is in compliance with SS 1 & SS 2.

EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee''s stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. You Directors also wish to thank all the executives, staff and workers for their contribution and continued support throughout the year.

For and on behalf of the Board

Sd/-

Place : Secunderabad Vijay Kumar Gupta

Date : 28.07.2016 Chairman & Managing Director

DIN: 01050958

Registered Office :

Surya Towers, Ground Floor,

104, Sardar Patel Road,

Secunderabad - 500 003

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 25th Annual Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March 2015.

FINANCIAL RESULTS

The performance of the Company during the year has been as under:

(in Lakhs) Particulars 2014-2015 2013-2014

Total Revenue from operations 8960.00 11112.57

Profit Before Tax (1957.18) 71.92

Less: Taxation - -

a. Provision for Taxation - Current Year 0.00 13.70

b. Deferred Tax (30.31) (140.04)

Profit/(Loss) After Tax (1926.87) 198.26

Add: Profit brought forward from last year 754.04 555.78

Total available for appropriations (1172.83) 754.04

Less: Adjustment Relating to Fixed Assets 56.01 0.00

Balance carried forward to Balance Sheet (1228.84) 754.04

OPERATIONS

The sales and other income for the year were Rs. 8960.00 Lakhs and the net loss of Rs. 1926.87 Lakhs as compared to Rs. 11112.57 Lakhs of sales and other income and net profit of Rs. 198.26 Lakhs achieved in the last financial year respectively.

PERFORMANCE AND FUTURE OUTLOOK

Performance of your Company did not meet the expectations due to various factors that include recurring and persisting problems of power shortage, general economic slow down and other contributory factors like unanticipated reduction in other income and these had severely impacted its operations to a great extent. Adverse market environment is considered greatly responsible for lower turnover achieved by the Company as compared to the expectations and it dented its bottom line, which too remained much below the projected forecast.

Due to consistent pressure on operations, continuous stress on liquidity due to prevailing adverse market environment the overall impact on Company's liquidity position has remained under stress.

The industry is witnessing all around growth in the global scenario, which is coupled with rise in demand in the housing and infrastructure. Changing life styles and people's acumen to opt for sophisticated standards are the key factors in its growth pattern too. These factors will help the Company to achieve its projected growth out lined for the future.

EXTRACT OF ANNUAL RETURN:

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

MEETINGS OF THE BOARD

The Board of Directors duly met seven times during the financial year from 1st April 2014 to 31ts March 2015. The dates on which the meetings were held as follows:

11th April 2014, 28th May 2014, 24th July 2014, 12th August 2014, 7th November 2014, 11th February 2015, and 28th March 2015.

DIRECTORS

As per the provisions of Section 149 and 152 of the Companies Act,2013,the shareholders at their 24th Annual General Meeting held on 30th September,2014, had approved the re-appointment of all the existing Independent Directors of the Company for tenure up to five consecutive years. None of the Independent Directors are liable to retire by rotation.

In accordance with Section 149 (7) of the Companies Act, 2013, each Independent Director has confirmed to the Company that he or she meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

During the year Shri K Bhupal Reddy, Independent Director of the Company resigned with effect from 11th February 2015 due to his pre-occupation. The Board places on record its deep appreciation for the valuable contribution made by him during his tenure as Director of the Company.

In accordance with Article 111 of the Company's Articles of Association, read with Section 152 of the Act, Shri R.Malhotra, Whole-time Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. A brief profile of Shri R Malhotra is given in the Corporate Governance section of Annual Report for reference to the shareholders.

In accordance with the provisions of the Companies Act, and listing agreement, Company has to appoint Women Director. The Company appointed Smt. Kamini Gupta, as Independent Director with effect from 11th February,2015.

KEY MANAGEMENT PERSONNEL

Shri S.Nagarajan, Company Secretary, is the Key Management Personnel of the Company in terms of the provisions of the Companies Act,2013.

APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The assessment and appointment of members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board member is also assessed on the basis of independence criteria defined in Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

In accordance with Section 178(3) of the Companies Act, 2013, Clause 49 (IV) (B) of the Listing Agreement and on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached as an annexure to the Corporate Governance Report.

BOARD EVALUATION

In accordance with the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out evaluation of its own performance, the performances of Committees of the Board, namely, Audit Committee, Risk Management Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee and also the Directors. The manner in which the evaluation was carried out and the process adopted has been mentioned out in the Report on Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3) (C) and 134(5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for that period;

3. That 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;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STATUTORY AUDITORS

The Shareholders at their 24th Annual General Meeting (AGM) held on 30th September 2014, approved the re- appointment of M/S. Laxminiwas & Co., Chartered Accountants, as Statutory Auditors of the Company, to hold office from the conclusion of the 24th AGM up to the conclusion of the 27th AGM to be held in the year 2017.

In terms of first proviso of Section 139 of the Companies Act, 2013, the appointment of Statutory Auditor is subject to ratification by the Shareholders at every subsequent AGM. Accordingly, the Statutory Auditors, M/S.Laxminiwas & Co., Chartered Accountants, have confirmed their eligibility under Section 141 of the Companies Act, 2013, Rule 4 of the Companies (Audit and Auditors) Rules,2014 and Clause 41(1)(h) of the Listing Agreement.

The Audit Committee and the Board of Directors recommend the appointment of M/S. Laxminiwas & Co., Chartered Accountants, as Statutory Auditors of the Company from the conclusion of 25th AGM till the conclusion of 26th AGM, to the Shareholders for ratification.

The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board has appointed Mr. Ajay Kishen, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditor is enclosed herewith vide Annexure II of this Report.

Certain observations made in the report with regard to non filing of some forms were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the Company would ensure in future that all the provisions are complied to the fullest extent.

Basing on the consent received from Mr. Ajay Kishen, Practicing Company Secretary and the recommendations of the Audit Committee, the Board has appointed Mr. Ajay Kisen, Practicing Company Secretary, as Secretarial Auditor of the Company for the financial year 2015-2016.

PARTICULARS OF LOANS GUARANTEES, OR INVESTMENTS

The Company has not granted any loans, investments, guarantees and securities

RELATED PARTY TRANSCATIONS

All related party transactions that were entered into during the financial tear were on arm's length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature.

None of the Directors have any pecuniary relationship or transactions with the Company, except payments made to them in the form of remuneration, rent, sitting fees and interest on unsecured loans.

The Company has not entered into any contracts/arrangements with related parties referred to Section 188(1) of the Companies Act, 2013 including certain arm length transaction during the year. Accordingly, no disclosure or reporting is required covered under this Section.

RESERVES

During the year your Company has not transferred any amount to General Reserve Account

DIVIDEND

The Board of Directors of your Company has not recommended any dividend for the financial year 2014-2015.

During the year dividend amounting to Rs. 3,70,782.75 that had not been claimed by the Shareholders for the year ended 31st March 2007 was transferred to the credit of Investor Education and Protection Fund as required under Section 124 read with Section 125 of the Companies Act 2013.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

There are no major material changes and commitments affecting the financial position of the Company after the end of the financial year and up to date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHAGE EARNIGS AND OUTGO

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 1956, read with Companies (Accounts) Rules, 2014 are enclosed as Annexure III.

RISK MANAGEMENT POLICY

The Company has constituted a Risk Management Committee. The details of constitution of the Committee and its terms of reference are set out in the Report on Corporate Governance. The Company has formulated a Risk Management Policy under which various risks associated with the business operations are identified and risk mitigation plans have been put in place.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company fully acknowledges its social responsibilities being a conscientious corporate citizen and fully believes in discharging its obligations to the society at large. The Company sees this as an opportunity that shall play a pivotal role in helping the society and thus it continues to make concerted efforts in its work towards transformation of communities surrounding its work place as its humble contribution to the society.

CHANGES IN THE NATURE OF BUSINESS

During the year, there was no changes in the nature of business of the Company.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, the Company does not have any subsidiaries, joint ventures or associate Companies

FIXED DEPOSITS

The Company has not accepted or invited any Deposits covered under Chapter V of the Companies Act, 2013. and, a such, no amount of principal or interest was outstanding as on the date of the Balance Sheet. Accordingly, no disclosure or reporting is required in respect of details relating to deposits covered under this Chapter.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/ REGULATORS

During financial year 2015, there were no significant and / or material orders, passed by any Court or Regulator or Tribunal, which you may impact the going concern status or the Company's operations in future.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has adequate Internal Financial Controls commensurate with the nature of business and size of operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. .

The Company has its own corporate internal audit function to monitor and assess the adequacy and effectiveness of the Internal Financial Controls and system across all key processes covering various locations. Deviations are reviewed periodically and due compliance ensured. The Internal Audit findings are discussed and suitable corrective actions are taken as per the directions of Audit Committee on on-going basis to improve efficiency in operations. The Audit Committee reviews adequacy and effectiveness of the Company's internal financial control systems and monitors the implementation of audit recommendations.

VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act,2013, a vigil Mechanism for Directors and employees to report genuine concerns has been established. It also provides for necessary safeguards for protection against victimization for whistle blowing in good faith.

CORPORATE GOVERNANCE

The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance duly audited is appended as Annexure IV for information of the Members. A requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, is appended as Annexure V for information of the Members.

ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking utmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government.

We would like to place on record out appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Compliance Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. During the year 2014-2015, there were no complaints received by the Committee.

PARTICLULARS OF EMPLOYEES

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.is appended as Annexure VI to this Report.

During the year NONE of the employees have received remuneration more than the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

CODE OF CONDUCT

Your Company has laid down a Code of Conduct for all Board Members and senior management of the Company. In pursuance of Clause 49 of the listing agreement, the declaration by the Managing Director of the Company affirming compliance with the Code of Conduct by the Directors and senior management personnel forms part of Corporate Governance Report.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. You Directors also wish to thank all the executives, staff and workers for their contribution and continued support throughout the year.

For and on behalf of the Board

Place : Secunderabad Vijay Kumar Gupta

Date : 22nd July, 2015 Chairman & Managing Director

Registered Office :

Surya Towers, Ground Floor,

104, Sardar Patel Road,

Secunderabad - 500 003

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 24th Annual Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March 2014.

1. FINANCIAL RESULTS

The performance of the Company during the year has been as under:

(Rs in Lakhs) Particulars 2013-2014 2012-2013

Total Revenue from operations 11112.57 9613.34

Profit Before Tax 71.92 50.52

Less: Taxation

a. Provision for Taxation - Current Year 13.70 9.63

b. Deferred Tax

Profit/(Loss) After Tax 198.26 (81.37)

Add: Profit brought forward from last year 555.78 637.15

Total available for appropriations 754.04 555.78

Transfer to General Reserves - -

Balance carried forward to Balance Sheet 754.04 555.78

2. OPERATIONS

The sales and other income for the year were Rs. 11112.57 Lakhs and the net profit of Rs. 71.92 Lakhs as compared to Rs. 9613.34 Lakhs of sales and other income and net profit of Rs. 50.52 Lakhs achieved in the last financial year respectively.

3. PERFORMANCE AND FUTURE OUTLOOK

Performance of your company did not meet the expectations due to recurring and persisting problems of power shortage, general economic slow down and other contributory factors, which impacted its operations to a great extent. Although the company netted a slightly improved turnover, yet bottom line remained below the projected forecast resulting in lower performance.

Due to consistent pressure on operations, stress on liquidity due prevailing economic environment, your company decided to conserve its financial resources for operations and accordingly requested its lenders for realignment of present debt commitments in line with cash flows. Lenders have already approved the proposal for debt recast, and this would certainly strengthen the liquidity position and improve the operations in the long term. As a result your company is looking forward to better its performance and churn out better results in the current financial year and at the same time recouping itself well in order to meet its debt obligations timely once the gestation period of debt recast is over.

4. DIVIDEND

The Board of Directors of your Company has not recommended any dividend for the financial year 2013-14.

5. RESERVES

During the year your Company has not transferred any amount to General Reserve Account.

6. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

According to Section 124 of the Companies Act, 2013, read with Investor Education and Protection Fund (Awareness and Protection of Investors) Rules 2001, the unclaimed dividend amounting to Rs. 1,54,920.30 (Rupees One Lakh Fifty Four Thousand Nine Hundred and Twenty and Paisa Thirty Only) pertaining to the year 2005-2006 towards final dividend, was transferred to the Investor Education and Protection Fund established by the Central Government during the year under review.

7. FIXED DEPOSITS

Your Company has not accepted or invited any Deposits and consequently no Deposits have matured/ become due for re-payment as on 31st March 2014.

8. DIRECTORS

The Board of Directors of your Company comprises of 6 (six) Directors as on the date of this report representing the optimum blend of professionalisms and having varied experience in different disciplines of corporate functioning. Of these, three Directors are Independent Directors.

Shri Susheel Kumar Gupta who was appointed as an Executive Director at 21st Annual General Meeting held on 2nd August 2011. Purusunat to the provisions of Section 152 of the Companies Act, 2013 and Article 111 of the Articles of Association of the Company, Shri Susheel Kumar Gupta is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment to the office of Directorship. Your Board of Directors recommend for his re-appointment.

Brief profile of Shri Susheel Kumar Gupta, the nature of his expertise in specific functional areas and the number of companies in which he holds Directorship and membership/Chairmanship of committees of the Board as stipulated under Clause 49 of the listing agreement with the stock exchanges, are provided in the section on Explanatory Statement to the Notice in this Annual Report. Members are requested to refer to the said section of the Notice.

Shri Vijay Kumar Gupta was appointed as Chairman and Managing Director of the Company with effect from 1st April 2009 by the Shareholders at the 19th Annual General Meeting of the Company held on 24th September 2009. The current term of office of Shri Vijay Kumar Gupta as Chairman and Managing Director of the Company expires on 31st March 2014. In view of the consistent efforts which have contributed to the growth of the organization and the sincere service rendered to the performance of the organization during his tenure as Chairman and Managing Director, the Board of Directors on the recommendation of the Nomination and Remuneration Committee, has decided to re-appoint Shri Vijay Kumar Gupta as Chairman and Managing Director of the Company for a further period of 5(Five) years effective from 1st April 2014 to 31st March 2019 under Section 196,197,203 and Schedule V of the Companies Act, 2013

and rules there under. The approval of the Members is being sought to the for the re-appointment of Shri Vijay Kumar Gupta as the Chairman and Managing Director and the remuneration payable to him and resolution pertaining to the same is contained in the notice calling Annual General Meeting.

The Companies Act, 2013 provides for appointment of Independent Directors Sub-section (10) of Section 149 of the Companies Act, 2013(effective from 1st April 2014) provides that Independent Director shall hold office for a term upto five consecutive years on the Board of a Company and shall be eligible for re- appointment on passing a Special Resolution by the Shareholders of the Company.

Further Sub-section (11) states that no Independent Director shall be eligible for more than two consecutive term of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub- sections (6) of Section 152 of the Companies Act, 2013 shall not apply to such Independent Directors. The Securities Exchange Board of India (SEBI) vide its Circular No. CIR/CFD/POLICY CELL/2/2014 dated 17th April 2014 has amended the Clause 49 of the Listing Agreement and as per the amended Clause, the Directors who has already served as an Independent Director for five years or more in a Company as on 1st October 2014 shall be eligible for appointment, for one more term of up to five years only. Hence in view of the above stipulations, the appointment of the following Independent Directors for a term of five years is proposed in the ensuing Annual General Meeting.

1. Shri M. Srikanth Reddy

2. Shri K.Bhupal Reddy

3. Shri Sanjeev Kumar Agarwal

Accordingly, resolutions proposing appointment of Independent Directors forms part of the Notice of the Annual General Meeting. The Independent Directors as mentioned above, who are proposed to be appointed in the ensuing Annual General Meeting possess the required skills, experience and knowledge in the fields of finance, management, sales, administration, business strategy, corporate governance, corporate responsibility and other disciplines related to the company business. Brief profile of the aforesaid Directors, the nature of their expertise in specific functional areas and the number of companies in which they hold Directorship and Membership/Chairmanship of Committees of the Board, as stipulated under Clause 49 of the listing agreement with the stock exchanges, are provided in the section on Explnatory Statment to the Notice in this Annual Report. Members are requested to refer to the said section of the Notice.

The Board has formed different Committees at different intervals as per the requirement. The Board of Directors at its meeting held on 24th July 2014 has rechristened the existing Remuneration Committee as Nomination and Remuneration Committee and Investors Grievance Committee as Stakeholders Relationship Committee so as to be in line with what is prescribed under the Companies Act, 2013 and Clause 49 of the amended Listing Agreement with the Stock exchanges.

9. AUDITORS

In terms of the sub-section (2) of Section 139 of the Companies Act, 2013 (effective from 1st April 2014) no listed Company shall appoint or re-appoint an Auditing Firm for more than two terms of five consecutive years. Provided that the firms are eligible to be appointed or re-appointed in the same Company after five years from the completion of existing term. In pursuance of the above every listed company shall comply with this requirement within a transitional period of three years from the date of commencement of the Act. i.e.1st April 2014.

M/S. Laxminiwas & Co., Chartered Accountants the existing Auditors have been appointed on 2nd August 2011, as Statutory Auditors of the Company for auditing the annual financial statements of the Company for the financial year 2011-2012 and have not completed the permissible period of two terms of five years each as on date.

M/S.Laxminiwas & Co., the, Statutory Auditors of the Company, will retire at the conclusion of this Annual General Meeting and being eligible, they have offered themselves for re-appointment as Statutory Auditors until the conclusion of 27th Annual General Meeting to be held on 2017 subject to ratification at every Annual General Meeting of the Company. The Company has received a certificate from the Auditors to the effect that their re-appointment if made, would be in accordance with the conditions as specified under Section 141 of the Companies Act, 2013 read with Companies (Audit and Auditors ) Rules, 2014.The Directors recommend their re-appointment. A resolution proposing appointment of M/S. Laxminiwas & Co., Chartered Accountants as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 forms part of the Notice.

Comments of the Auditors on their report point number (xi) with regard to the defaulted in repayment of installment and interest to banks.

As your company has faced continuous problems due to external factors, causing liquidity constraint on its system, it has decided to approach its lenders with debt realignment proposal, which shall give your company enough leverage to streamline its operations and become self reliant once again to meet its debt obligations timely after the hiatus proposed therein. As envisaged in the proposal the Company shall get a gestation period of about 15 months from February 2014, to improve its liquidity and thus increase its productivity and sustain its operations.

10. COST AUDITORS

The Company had appointed M/S. Nageswara Rao & Co., Cost Accountants as Cost Auditor for conducting the audit of Cost Account record for the financial year 2014-2015.

The Company is seeking the ratification of the Shareholders for the payment of remuneration as provided in the explanatory statement to the resolution to M/S. Nageswara Rao & Co., Cost Accountants.

11. CORPORATE GOVERNANCE

The Company has implemented all of its major stipulations as applicable to the Company. The Statutory Auditor''s Certificate, in accordance with Clause 49 of the Listing Agreement is annexed with the Corporate Governance Report. The Managing Director and Chief Financial Officer have given a certificate to the Board with regard to the financial statements for the year ending 31st March 2014, as contemplated under Clause 49 of the Listing Agreement and the same is annexed with the Corporate Governance Report. A detailed report on Corporate Governance practices followed by your Company, in terms of Clause 49 of the Listing Agreement with the stock exchanges, is provided separately in this Annual Report. The Members are requested to refer the same.

12. INTERNAL AUDIT & CONTROLS

Your Company continues to engage M/S. Sankaran & Krishnan, Chartered Accountants as its Internal Auditors. Your Company continued to implement their suggestions and recommendations to improve the internal controls. Their scope of work includes review of operational efficiency, effectiveness of systems and processes, compliances and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and suitable corrective actions are taken as per the directions of Audit Committee on an on-going basis to improved efficiency in operations.

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations.

13. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, is annexed, forming a part of the Director''s Report. The Members are request to refer to the same.

14. CORPORATE SOCIAL RESPONSIBILITY

The company fully acknowledges its social responsibilities being a conscientious corporate citizen and fully believes in discharging its obligations to the society at large. The company sees this as an opportunity that shall play a pivotal role in helping the society and thus it continues to make concerted efforts in its work towards transformation of communities surrounding its work place as its humble contribution to the society.

15. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for that period;

3. That 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;

4. That the Directors have prepared the annual accounts on a going concern basis;

16. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking utmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government.

We would like to place on record our appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.

17. PARTICLULARS OF EMPLOYEES

Your Company has no employee whose remuneration exceeds the limits proscribed under Section 217(2A) of the Companies Act, 1956. Hence, the information required under the said section, read with Companies (Particulars of the Employees) Rules,1975, has not been given in the report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNINGS AND OUTGO

Information on Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988 are provided in a separate statement attached hereto and forming part of this report.

19. INFORMATION UNDER MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006

This information as required to be disclosed has been determined to the extent such parties have been identified on the basis of information available with the Company as stated under Note 7 on notes forming part of the Balance Sheet.

20. CODE OF CONDUCT

Your Company has laid down a Code of Conduct for all Board Members and senior management of the Company. In pursuance of Clause 49 of the listing agreement, the declaration by the Managing Director of the Company affirming compliance with the Code of Conduct by the Directors and senior management personnel forms part of Corporate Governance Report.

21. ACKNOWLEDGEMENTS

The Directors wish to acknowledge and record their appreciation of the continued support and assistance received by your Company from its Bankers viz. State Bank of India, State bank of Hyderabad and Axis Bank Limited and Officials of the concerned Departments of the State and Central Governments. The Directors also wish to thank all the employees for their contribution and continued support throughout the year and the Members for the confidence reposed by them in the Management.

For and on behalf of the Board

Place : Secunderabad Vijay Kumar Gupta Date : 24th July 2014 Chairman & Managing Director

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2013.

1. FINANCIAL RESULTS

The performance of the Company during the year has been as under:

(Rs. in Lakhs) Particulars 2012-2013 2011-2012

Total Revenue from operations 9613.34 10073.63

Profit Before Tax 50.52 108.16

Less:Taxation

a. Income Tax - Earlier Years 0.04

b. Provision for Taxation - Current Year 9.63 21.64

c. Deferred Tax 122.26 35.03

Profit / (Loss) After Tax (81.37) 51.45

Add: Profit brought forward from last year 637.15 610.70

Total available for appropriations 555.78 662.15

Transfer to General Reserves 25.00

Balance carried forward to Balance Sheet 555.78 637.15

2. OPERATIONS

The sales and other income for the year were Rs. 9613.34 Lakhs and the net profit of Rs. 50.52 Lakhs as compared to Rs. 10073.63 Lakhs of sales and other income and net profit of Rs 108.16 Lakhs achieved in the last financial year respectively.

General economic slowdown, acute power shortage coupled with heavier load restrictions and levy of VAT on textiles are the major factors that considerably affected the performance of the company resulting in lower turnover and profitability. The profitability was greatly impacted by higher cost of funds and rising costs overall as well.

3. TECH-PARK PROJECT

Pursuant to its decision to disinvest in the tech- park project the company, during the year, has entered in to a Deed of Cancellation with the developer Company for withdrawing from the project. The developer company is in the process of refunding the amount paid by our company towards this project and is expected to complete the transaction including payment of compensation amount in the next one year.

4. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205 A (5) of the Companies Act, 1956 the Company has transferred an amount of Rs. 71,806.80 pertaining to the year 2004-2005 and an amount of Rs.1,37,217.15 towards interim dividend pertaining to the year 2005-2006 which had remained unpaid or unclaimed for a period of 7 years to the Investors Education and Protection Fund.

5. RESERVES

During the year your Company has not transferred any amount to General Reserves Account.

6. FIXED DEPOSITS

Your Company has not accepted or invited any Deposits and consequently no Deposits have matured/ become due for re-payment as on 31st March, 2013.

7. DIRECTORS

Pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri K.Bhupal Reddy retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The brief particulars of the Directors seeking re-appointment at the ensuing Annual General Meeting is being annexed to the Annual Report.

8. AUDITORS

M/s. Laxminiwas Neeth & Co., Chartered Accountants, Statutory Auditors of the Company, retires at the forthcoming Annual General Meeting and is eligible for re-appointment.

9. COST AUDITORS

The Cost Accounts records maintained by the Company for the products manufactured are subject to yearly audit by the qualified Cost Auditors. Your Company has appointed Nageswara Rao & Co., Cost Accountants as Cost Auditors for conducting the audit of Cost Account records for financial year 2012-2013. The Cost Audit Report shall be submitted to the Central Government within the stipulated period.

10. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility.The Company has been taking utmost care in complying with all pollution control measures from time to time strictly as per the directions of the government.

We would like to place on record our appreciation for the efforts made by the Management and the keen interest shown by the Employees of your Company in this regard.

11. CORPORATE GOVERNANCE

Your Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, forming part of the Annual Report along with the Auditors'' Certificate on its compliance. The Company shares are listed at Bombay Stock Exchange Limited and Madras Stock Exchange Limited.

12. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto.

13. CORPORATE SOCIAL RESPONSIBILITY

The Company fully acknowledges its social responsibilities being a conscientious corporate citizen and fully believes in discharging its obligations to the society at large. The company sees this as an opportunity that shall play a pivotal role in helping the society and thus it continues to make concerted efforts in its work towards transformation of communities surrounding its work place as its humble contribution to the society.

14. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2 AA) of the Companies Act, 1956 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That the Directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for that period;

iii. That 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;

iv. That the Directors have prepared the annual accounts on a going concern basis;

15. STATUTORY INFORMATION

A. Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended the names and other particulars of the employees are given in Annexure (2) to the Director''s Report.

B. Conservation of Energy, Foreign Exchange etc.

Information on Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are provided in a separate statement attached hereto and forming part of this report.

16. INFORMATION UNDER MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006

This information as required to be disclosed has been determined to the extent such parties have been identified on the basis of information available with the Company as stated under Note 7 on notes forming part of the Balance Sheet.

17. EMPLOYEE RELATIONS

Your Directors are pleased to record the appreciation for the sincere and dedicated services of the employees and workmen at all levels.

18. ACKNOWLEDGEMENTS

The Directors wish to acknowledge and record their appreciation of the continued support and assistance received by your Company from its Bankers viz., State Bank of India, State bank of Hyderabad and Axis Bank Limited and Officials of the concerned Departments of the State and Central Governments. The Directors also wish to thank all the employees for their contribution and continued support throughout the year and the Members for the confidence reposed by them in the Management.

For and on behalf of the Board Place : Secunderabad Vijay Kumar Gupta

Date:30th May, 2013 Chairman & Managing Director

---

Mar 31, 2011

Dear Members,

Your Directors have pleasure in presenting the 21st Annual Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March 2011.

1. FINANCIAL RESULTS

The performance of the Company during the year has been as under:

(Rs in Lakhs)

Particulars 2010-2011 2009-2010

Sales and Other Income 13185.26 12201.08

Net Profit for the year 925.59 528.65

Less: Taxation

a. Income Tax - Earlier Years (16.69) (19.21)

b. Provision for Taxation

- Current Year 202.36 89.51

c. Deferred Tax 69.44 87.28

Profit After Tax 670.48 371.07

Add: Profit brought forward from last year 573.88 810.44

Total available for appropriations 1244.36 1181.51

Proposed Dividend 115.00 92.00

Corporate Tax on Dividend 18.66 15.63

Transfer to General Reserves 500.00 500.00

Balance carried forward to Balance Sheet 610.70 573.88



2. DIVIDEND

Your Directors have recommended a Dividend of 10% for the financial year ended 31st March, 2011, which if approved at forthcoming Annual General Meeting, will be paid to (i) all those Equity Shareholders whose names appear in the Register of Members as on 25th July 2011 and (ii) to those whose names as beneficial owners as furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as at the close of business on 25th July,2011.

3. OPERATIONS

The sales and other income for the year were Rs 13185.26 Lakhs and net profit of Rs 670.48 Lakhs as compared to Rs 12201.08 Lakhs of sales and other income and net profit of Rs 371.07 Lakhs achieved in the last financial year respectively.

The year under review witnessed fluctuations in cotton prices, magnitude of which has not been recorded before. Your Company has sustained the steep rise in prices by meticulously planning its working capital funds for procuring adequate stocks at competitive prices and maintained an uninterrupted production schedule. However, there has been some impact of political disturbances on the retail segment, which recorded lower sale as compared to its projected forecast for the year in review.

During the year under review your Company has completed the commissioning of phase II of the Embroidery Section at Rajapoor Factory. Under this expansion the Company has added 9 more machines imported from Japan taking the tally of embroidery machines to 18 and have thus augmented its capacity in line with the increasing demand for embroidered fabric. Your Company has benefited immensely from this expansion.

Your Company's infrastructure project named as Tech-Park has progressed for its completion. The Company has successfully negotiated with three new lessees, which are companies of repute for leasing out the entire area of 201400 SFT in its newly developed "Tech-Park" and has received confirmed letter of intents from these companies.

4. FUTURE PLANS

Buoyed by success of its first embroidery venture for in house embroidery on its products, and the expansion undertaken in the phase II of the unit, the Company is now gearing up to expand the facility by setting up third phase of the embroidery facility. The Company intends to import 21 more sets of embroidery machines from Japan in addition to its existing strength of 18 sets of machines and hope to commence operations of the new phase III in the 3rd quarter of the current financial year. Demand for embroidered fabric is on the increase as machine embroidered products are having more consumer acceptability and mass appeal.

Your Company has successfully tied up for leasing out the entire rentable area of 201400 SFT in the newly developed infrastructure project named as Tech-Park at Hi-Tec City in Hyderabad. The lessees are companies of repute and standing. Your Company shall start receiving the lease rental income from second quarter of the current financial year. With the commercialization of this project your Company shall start receiving tax-free income under the Industrial Park Scheme being eligible for tax holiday under the Income Tax Act. Thus the income from Tech-Park shall improve the bottom line of your Company to a good extent.

5. RESERVES

During the year your Company has transferred an amount of Rs 500.00 Lakhs to General Reserves Account.

6. FIXED DEPOSITS

Your Company has not accepted or invited any Deposits and consequently no Deposits have matured/ become due for re-payment as on 31st March 2011.

7. DIRECTORS

Pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri M. Srikanth Reddy retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The brief particulars of the Directors seeking appointed/re-appointed at the ensuing Annual General Meeting, is being annexed to the Annual Report.

8. AUDITORS

The Auditors, M/s. Laxminiwas & Jain, Chartered Accountants, Statutory Auditors, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

9. COST AUDITORS :

The cost accounts records maintained by the Company for the products manufactured are subject to yearly audit by the qualified Cost Auditors. Your Company has appointed Shri. A.V.N.S. Nageswara Rao, a qualified Cost Auditors for conducting the audit of Cost Account records for financial year 2010-2011.

10. ENVIRONMENT AND HUMAN RESOURCE DEVELOPMENT

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking utmost care in complying with all pollution control measures from time to time strictly as per the directions of the government. In particular, your Company has laid special emphasis on this aspect at its manufacturing facility at Rajapoor commissioned in 2007 as explained in this report above.

We would like to place on record our appreciation for the efforts made by the Management and the keen interest taken by the Employees of your Company in this regard.

11. CORPORATE GOVERNANCE

Your Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, forming part of the Annual Report along with the Auditors' Certificate on its compliance. The Company shares are listed at Bombay Stock Exchange Limited and Madras Stock Exchange Limited.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto.

13. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to the requirements of Section 217(2 AA) of the Companies Act, 1956 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under:

i. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. That the Directors had selected such accounting policies and applied them consistently and made judgement 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 or loss of the Company for that period;

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

iv. That the Directors had prepared the annual accounts on a going concern basis;

14. STATUTORY INFORMATION

A. Particulars of Employees :

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended the names and other particulars of the employees are given in Annexure (2) to the Director's Report.

B. Conservation of Energy, Foreign Exchange etc.

Information on Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are provided in a separate statement attached hereto and forming part of this report.

15. INFORMATION UNDER MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006

This information as required to be disclosed has been determined to the extent such parties have been identified on the basis of information available with the Company as stated under Notes on Accounts vide Serial No: 4 of Schedule 21 B.

16. EMPLOYEE RELATIONS

Your Directors are pleased to record the appreciation for the sincere and dedicated services of the employees and workmen at all levels.

17. ACKNOWLEDGEMENTS

The Directors wish to acknowledge and record their appreciation of the continued support and assistance received by your Company from its Bankers viz. State Bank of India, Axis Bank Limited, Central Bank of India and Officials of the concerned Departments of the State and Central Governments.The Directors also wish to thank all the employees for their contribution and continued support throughout the year and the Members for the confidence reposed by them in the Management.

For and on behalf of the Board

Place : Secunderabad Vijay Kumar Gupta

Date:26th May 2011. Chairman & Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting the 20th Annual Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March 2010.

1. FINANCIAL RESULTS

The performance of the Company during the year has been as under:

(Rs. in Lakhs)

2009-2010 2008-2009

Sales and Other Income 12201.08 11802.39

Net Profit for the year 528.65 641.81

Less: Taxation

a. Income Tax - Earlier Years (19.21) 0.03

b. Provision for Taxation - Current Year 89.51 139.90

c. Fringe Benefit Tax - 8.03

d. Deferred Tax 87.28 84.73

Profit After Tax 371.07 409.12

Add: Profit brought forward from last year 810.44 1035.86

Total available for appropriations 1181.51 1444.98 Proposed Dividend 92.00 115.00 Corporate

Tax on Dividend 15.63 19.54

Transfer to General Reserves 500.00 500.00

Balance carried forward to Balance Sheet 573.88 810.44

2. DIVIDEND

Your Directors have recommended a Dividend of 8% for the financial year ended 31st March, 2010, which if approved at forthcoming Annual General Meeting, will be paid to (i) all those Equity Shareholders whose names appear in the Register of Members as on 20th September,2010 and (ii) to those whose names as beneficial owners are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as at the end of business on 20th September,2010.

3. OPERATIONS

The sales and other income for the year were Rs.12201.08 Lakhs and net profit of Rs.528.65 Lakhs as compared to Rs. 11802.39 Lakhs of sales and other income and net profit of Rs.641.81 Lakhs achieved in the last financial year respectively. The marginal decrease in profit for the year is on account of increased cost of funds due to hardening of interest rates by banks and outgo on account of foreign exchange fluctuations outgo in Foreign Currency Demand Loans availed by your company.

Your company has opened its fourth & fifth Furnishing Mall in the twin cities of Hyderabad and Secunderabad at Dilsukhnagar and A.S. Rao Nagar on 25th June, 2009 and 21st September, 2009 respectively. These malls are truly state of the art works having world class infrastructure that provides very congenial ambience to the clientele. The malls are very ideally located in the midst of rapidly developing upscale markets and offer the entire range of products of the company.

Your companys infrastructure project named as "Tech-Park" is progressing albeit with delays owing to market conditions, now at a steady pace and is expected to be put to commercial operations in the second half of the current financial year.

4. FUTURE PLANS

Your Company has achieved grand success in its foray in to retail segment, precisely because of its long expertise in manufacturing and wholesale trade and core experience gained from the retail activity. The companys latest ventures viz. Dilsukhnagar and A.S. Rao Nagar Showrooms are such fine examples of its vision and retail strategy as the new mega retail showrooms have proved to be an instant success from the word go.

Your Company shall continue to harbor its plans for further retail expansion in other potential areas in the Twin Cities of Hyderabad and Secunderabad besides other metros in a phase manner.

Besides, your Company is continuing to strive to further strengthen its well networked wholesale business across the Country.

Buoyed by success of its first embroidery venture for in house embroidery on its products, the company is now gearing up to expand the facility by setting up second phase of the embroidery facility. The company intends to import 9 more sets of embroidery machines from Japan in addition to its existing strength of 9 sets of machines and hope to commence operations of the new phase by October, 2010.

The tech-park project is progressing now and is expected to be completed for operations in the second half of current financial year. Your company will be able to derive the advantages as envisaged under the scheme of Central Government for development of I.T. Parks such as tax free holiday and various other incentives once the project becomes operational. The project once completed will substantially add to your companys income by way of lease rental income, thus greatly improving its profitability further. Your company has projected lease rental income of Rs.18-20 Crores from this project. The company is also moving towards advanced stage for entering into lease agreements with the prospective STPI approved multinational and Indian companies of repute in the near future. The delay in completion and leasing out this property is attributed to global slowdown which has greatly impacted this sector in particular. However, as the scenario is changing albeit slowly, your company is hopeful of realizing its dream project in the second half of the financial year in progress.

5. RESERVES

During the year your Company has transferred an amount of Rs 500.00 Lakhs to General Reserves Account.

6. FIXED DEPOSITS

Your Company has not accepted or invited any Deposits and consequently no Deposits have matured/ become due for re-payment as on 31st March, 2010.

7. DIRECTORS

Pursuant to the provisions of the Section 260 of the Companies Act,1956 and Article 94 of the Article of Association of the Company, Shri Sanjeev Kumar Agarwal was appointed as an Additional Director with effect from 7th August,2010.Shri Sanjeev Kumar Agarwal would hold office up to the date of Annual General Meeting . The Company has received a notice in writing from a member proposing the candidature of Shri Sanjeev Kumar Agarwal for the office of Director, liable to retire by rotation.

Pursuant to the provisions of the Companies Act,1956 and Articles of Association of the Company, Shri K. Srinivas Reddy retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The brief particulars of the Directors seeking appointed/re-appointed at the ensuing Annual General Meeting, is being annexed to the Annual Report.

8. AUDITORS

The Auditors, M/s. Laxminiwas & Jain, Chartered Accountants, Statutory Auditors, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

9. COST AUDITORS:

The cost accounts records maintained by the Company for the products manufactured are subject to yearly audit by the qualified Cost Auditors. Your Company has appointed Shri. A.V.N.S. Nageswara Rao, a qualified Cost Auditors for conducting the audit of Cost Account records for financial year 2009-2010.

10. ENVIRONMENT AND HUMAN RESOURCE DEVELOPMENT

Your company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking utmost care in complying with all pollution control measures from time to time strictly as per the directions of the government. In particular, your company has laid special emphasis on this aspect at its new manufacturing facility at Rajapoor commissioned recently as explained in this report above.

We would like to place on record our appreciation for the efforts made by the Management and the keen interest taken by the Employees of your Company in this regard.

11. CORPORATE GOVERNANCE

Your Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, forming part of the Annual Report along with the Auditors Certificate on its compliance. The Company shares are listed in the stock exchange of Bombay Stock Exchange Limited.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2 AA) of the Companies Act, 1956 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under:

i. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. That the Directors had selected such accounting policies and applied them consistently and made judgment 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 or loss of the company for that period;

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

iv. That the Directors had prepared the annual accounts on a going concern basis;

14. STATUTORY INFORMATION

A. Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees ) Rules, 1975 as amended the names and other particulars of the employees are is given in Annexure( 2) to the Directors Report .

B. Conservation of Energy, Foreign Exchange etc.

Information on Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are provided in a separate statement attached hereto and forming part of this report.

15. INFORMATION UNDER MICRO,SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT,2006

This information as required to be disclosed has been determined to the extent such parties have been identified on the basis of information available with the Company as stated under Notes on Accounts vide SL No :3 of Schedule 21 B.

16. EMPLOYEE RELATIONS

Your Directors are pleased to record their appreciation for the sincere and dedicated services of the employees and workmen at all levels.

17. ACKNOWLEDGEMENTS

The Directors wish to acknowledge and record their appreciation of the continued support and assistance received by your Company from its Bankers viz. State Bank of India, Axis Bank Limited, Central Bank of India and Officials of the concerned Departments of the State and Central Governments. The Directors also wish to thank all the employees for their contribution and continued support throughout the year and the Members for the confidence reposed by them in the Management.

For and on behalf of the Board

Place : Secunderabad Vijay Kumar Gupta

Date:17th May 2010. Chairman & Managing Director