Directors Report of Vippy Spinpro Ltd.

Mar 31, 2018

DIRECTORS’ REPORT

Dear Members,

The Directors have pleasure in presenting the 26^th Annual Report together with the Audited Financial Statement of the Company for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS (Rs, in Lakhs)

Particulars	2017-18	2016-17
Income
Revenue from Operations	10515.47	9806.89
Other Income	167.68	140.53
Total Revenue	10683.15	9947.42
Profit before finance cost, depreciation & amortization, and tax	784.11	690.10
Less: Finance Costs	97.16	36.40
Less: Depreciation and amortization expenses	194.60	186.57
Profit before Tax	492.35	467.13
Less: Tax Expenses
Current Tax	104.49	147.87
Deferred Tax	45.12	(13.00)
Profit after tax for the year	342.74	332.26
Other Comprehensive Income/(Loss) for the year	(7.65)	15.55
Total Comprehensive Income for the year	335.09	347.81
Earning per equity share
Basic (Rs,)	5.84	5.66
Diluted (Rs,)	5.84	5.66

PERFORMANCE REVIEW & COMPANY AFFAIRS

During the year under review, the total revenue of the Company increased by 7.40% in comparison to previous year. The Company’s total revenue for the year under review amounted to Rs,10683.15 Lakhs as compared to Rs, 9947.42 Lakhs of the previous year. The Profit before Tax for the year under review amounted to Rs, 492.35 Lakhs as compared to Rs,467.13 Lakhs of the previous year and registered growth by 5.40%. The Profit after Tax for the year under review amounted to Rs, 342.74 Lakhs as compared to Rs, 332.26 Lakhs of the previous year and registered growth by 3.15%. The Company is engaged in the manufacturing of cotton yarn for different applications by Rotor Spinning. The Company is also engaged in generation of power through Wind Mill & Solar Panels for captive consumption.

There were fire accidents in the plant of the Company situated at 14-A, Industrial Area, A.B Road, Dewas 455001 (M.P.) on 6^th September 2017 and 13^th October 2017. Due to the same, certain fixed assets, finished goods, work in progress, stores & spare parts and packing materials etc. were impacted/destroyed. Fortunately, there has been no loss or injury to human life. The same are adequately insured, the Insurance Policy has reinstatement clause, and accordingly Company has filed insurance claim for loss of the same.

RESERVES

There is no amount proposed to be transferred to any Reserve.

DIVIDEND

With a view of conserving resources, your Directors do not recommended any dividend for the year under review. LISTING OF THE SHARES

The Equity Shares of the Company are presently listed at BSE Ltd. Further the Company has paid listing fees to BSE Ltd. for the year 2018-2019.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013, your Directors state that:

- in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards read with requirements set out under schedule III to the act have been followed and there are no material departures from the same;

- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the year ended on that date ;

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

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

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

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, the members at Annual General meeting have approved the Re-appointments of Shri Mangalore Marathi Rao (DIN- 00775060) as a Whole Time Director for a period of two (2) years w.e.f 28.10.2016.

During the year under review, the members at Annual General meeting have approved the Re-appointments of Shri Piyush Mutha (DIN-00424206) as a Managing Director for a period of two (2) years w.e.f. 01.04.2017.

During the year under review, the members at Annual General meeting have approved the appointments of Smt. Deepa Sudhir Mekal (DIN-05222280) as Independent Directors to hold office for five consecutive years for a term up to 30th March 2022.

During the year under review, Shri Sandeep Nema, Company Secretary has resigned from the post of Company Secretary of the company w.e.f. 28.09.2017.

During the year under review, Shri Satyanarayan Patidar appointed as a Company Secretary w.e.f. 13.11.2017.

During the year under review, Shri Hassan Ali, Chief Financial Officer has resigned from the post of Chief Financial Officer of the company w.e.f. 23.12.2017.

Shri Prabuddha Kumar Majumdar appointed as a Chief Financial Officer of the company w.e.f. 15.05.2018.

In accordance with the provisions of section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Shri Mangalore Maruthi Rao (DIN: 00775060), retires by rotation at the ensuing Annual General

Meeting and being eligible, offers himself for his re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

Pursuant to the provisions of section 203 of the Act, the Key Managerial Personnel of the Company as on date are-Shri Piyush Mutha (Managing Director), Shri Mangalore Maruthi Rao (Whole Time Director), Shri Satyanarayan Patidar (Company Secretary), and Shri Prabuddha Kumar Majumdar (Chief Financial Officer).

DECLARATION BY INDEPENDENT DIRECTORS

The Company had received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and Regulation 16(1)

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

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out performance evaluation of its own, the Board Committees and of the Independent Directors. Independent Directors at a separate meeting evaluated performance of the Non Independent Directors, Board as whole. The manner in which the evaluation has been carried out has been detailed in Report on Corporate Governance.

INSURANCE

Assets of the Company are adequately insured.

SUBSIDIARIES, ASSOCIATE & JOINT VENTURE COMPANIES

Company does not have any subsidiaries, associates companies & joint venture companies.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the company during the financial year with related parties were in its Ordinary Course of Business and on arm’s length basis. During the year under review the Company has not entered into any contracts / arrangements with the related parties which could be considered material. The particulars of contracts / arrangements / transactions with related parties have been disclosed in the Note No 40 of the financial statements for the year under review.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. All the transactions are properly authorized and recorded. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting in financial statements. The Internal Audit is conducted by outside auditing firms which evaluate the functioning and quality of internal controls and check; and provides assurance of its adequacy and effectiveness. The Internal Audit Reports are actively reviews by the Audit Committee and adequate remedial measures, if any, are taken. The Internal Audit Reports are also reviews by the Board of Directors periodically. During the year, no reportable material weaknesses in the design or operations were observed.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT PLAN

In today’s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. Your Company recognizes that the risk is an integral part of business and is committed to managing the risk in proactive and efficient manner. The Company had adopted Risk Management Policy to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management.

The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case of any of these risks materialize. The risk management framework is reviewed periodically by the Board and Audit Committee. The details of risks and other concerns are included in the Management Discussion and Analysis which is the part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Management Discussion and Analysis Report is appended to and forms part of this Report.

CORPORATE GOVERNANCE

The Company has always strived to maintain appropriate standards of good corporate governance. The Report on Corporate Governance as stipulated under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report. The requisite certificate from Company Secretary in Practice confirming compliance of the conditions of corporate governance is attached to report on corporate governance.

DISCLOSURES

Particulars of Loan given, Investments made, Guarantee given under section 186 of Companies Act, 2013

There are no loans given, investments made, guarantee given or security provided by the Company under section 186 of the Companies Act 2013.

Conservation of Energy, Technical Absorption and Foreign Exchange Earning & Outgo

The Particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are provided in Annexure -I to this Report.

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return is annexed herewith and forming part of the Report as annexure - II.

Meeting of Directors

During the year under review, our Board met eleven (11) times. The details of the number of meetings of the board during the year forms part of the Report on Corporate Governance. During the year under review One (1) meeting of Independent Directors was held.

Committees of the Board

The Board of Directors has the following committees:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination & Remuneration Committee

The details of the committees along with their composition, number of the meetings and attendance at the meetings are provided in the Report on Corporate Governance.

Remuneration Policy

The Company has a Remuneration policy of the Company for Directors, Key Managerial Personnel & other employee’s. The Remuneration Policy is annexed herewith as Annexure-III to this Report.

Vigil Mechanism/Whistle Blower Policy

The Company has a Vigil Mechanism / Whistle Blower Policy to report genuine concerns or grievances. The vigil mechanism provides for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. This policy may be accessed on the Company’s website, web link: http://www.vippyspinpro.com/Whistle-Blower-Policy.pdf

Particulars of employees and related disclosures

The information in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 is annexed herewith as Annexure -IV to this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under requirement of the section 135 of the Companies Act, 2013 and therefore during the year under review, Company did not carry out any CSR activities as specified under section 135 of the Companies Act, 2013, read with schedule ViI of the Act.

AUDITORS & AUDITORS’ REPORT

Statutory Auditors

M/s R.S. Bansal & Co., Chartered Accountants (Firm Registration No.000939C), was appointed as Statutory Auditors of the Company at the Annual General Meeting held on 27^th September, 2017, for a term of 5 consecutive years, subject to ratification by the members at every Annual General Meeting. They have confirmed that they are not disqualified from continuing as auditors of the Company.

In accordance with the Companies Amendment Act, 2017, enforced on 7^th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

The report given by the auditors on the financial statements of the company is part of this report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report, and no explanation on part of the Board of Directors is called for.

Cost Auditor

The Board of Directors have appointed M/s M. Goyal & Co., Cost Accountants, Jaipur, (Registration No.000051) as Cost auditors of the Company to conduct audit of the cost accounting records of the Company for the year 2018

19. In accordance with the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members of the Company. Accordingly, the Board seeks ratification at the ensuing Annual General Meeting of the remuneration payable to the cost Auditors for the Financial Year 2018-19.

Secretarial Auditor

The Secretarial Audit Report for the financial year ended 31^st March, 2018 issued by M/s Shilpesh Dalal & Co., Practicing Company Secretary is annexed herewith as Annexure-V to this report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer, and no explanation on part of the Board of Directors is called for.

The Board appointed M/s Shilpesh Dalal & Co. Practicing Company Secretary, to conduct Secretarial Audit for the year 2018-19.

Disclosure of frauds against the Company

In terms of the provisions of section 134(3)(ca) of the Companies Act, 2013, there were no fraud committed against the Company by any person under section 143(12) during the year 2017-18. Further that there were no frauds which needs to be reported by the Auditors of the Company to the Central Government.

Internal Auditor

Pursuant to the provisions of section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, M/s R.K. Saklecha & Associates, Chartered Accountants was appointed as an Internal Auditor of the Company for the financial year 2018-19.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has a Prevention of Sexual Harassment Policy in force in terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The objective of this policy is to ensure a safe, secure and friendly work environment where employees will deliver their best without any inhibition, threat of fear. No complaints with allegations of sexual harassment were reported during the year under review.

HUMAN RESOURCES

The Company believes that employee plays a pivotal role in achieving a competitive advantage. The Company provides them an environment, where each employee is motivated to contribute his best to achieve the Companies objective. The focus of all aspects of Human Resource Development is on developing a superior workforce so that the organization and individual employee can achieve their work goals. The Company has a progressive HR policy for helping employees to develop their organization skills, knowledge and abilities to achieve greater efficiency. The Industrial Relations of the Company with its personnel has continued to be cordial and friendly during the year. The Company has 96 permanent employees on the rolls of the Company as on 31.03.2018.

COMPANY POLICY FOR PROMOTION OF EMPLOYMENT OF YOUTH COMING FROM THE UNDER-PRIVILEGED/DISADVANTAGED SECTION OF THE SOCIETY

The people are recruited in the Company on the basis of their qualification/eligibility and merits without any discrimination against their gender, religion, caste, colour, ancestry, marital status, nationality and disability, and among equally qualified individuals, preference are given to people from the disadvantaged groups. The Company also conducts training programme from time to time for up-skilling, training of employees from socially disadvantaged sections of society.

ENVIRONMENT & SOCIAL CONCERN

Your Company is committed to build business with save energy and save environment. In line of this, the Company had set up the wind mill and solar panels that generates electricity and contributed to displace emissions from the nation’s coal-fired power plants and eliminates the nation’s major source of acid rain, reduce total emissions of CO2.

Your Company is committed to the sustainable use of all natural resources and minimizes waste at source and recycles where possible. Considering the scarcity of natural resources, the Company continue to maintain “Rain Water Harvesting System” at the factory premises at Dewas. The 8040 sq meters of roof area has been covered under the rain water harvesting and approx 5194 cubic meters of water has been collected at factory premises at Dewas, resulting in saving water and recharging the five bore wells consequently.

In memory of founder Late Shri Prakash Mutha, during the year, Company has involved in inspirable activities in the area around the plant situated at Dewas such as giving awards to meritorious students and distribute bicycle, School Dress, School Bags, School Books & Education Material. Total 44 Students got such benefit during the year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company between the end of the financial year of the Company i.e. 31^st March, 2018 and the date this report. There has been no change in the nature of the business of the Company.

GENERAL

Yours Directors state that no disclosures or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

- details relating to deposits covered under chapter V of the companies Act, 2013

- Issue of shares during the year

- no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

ACKNOWLEDGEMENTS

Your Directors would like to gratefully acknowledge all stakeholders of the Company viz: customers, dealers, suppliers, banks, shareholders and other business associates for the excellant support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company’s well-being.

For and on behalf of the Board of Directors

Place: Dewas Piyush Mutha Mohan Lal Jain

26^th May 2018 Managing Director Director

(DIN-00424206) (DIN: 00395584)

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Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Financial Statement for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS (In lacs)

Particulars 2014-15 2013-14

Income Revenue from Operations 9451.00 9984.03

Other Income 74.19 70.09

Total Revenue 9525.19 10054.12

Profit before finance cost, depreciation & amortization ,prior period expenditure and tax 846.45 851.51

Finance Costs 109.15 139.81

Depreciation and amortization expenses 261.14 247.24

Profit before prior period expenditure and tax 476.16 464.46

Less: prior period Expenditure 0.31 2.02

Profit before Tax 475.85 462.44 Less: Tax Expenses

Current Tax 184.00 162.00

Deferred Tax(Assets)/Liabilities (33.37) (17.80)

Profit for the year 325.22 318.24 Earning per equity share

Basic 5.54 5.42

Diluted 5.54 5.42

PERFORMANCE REVIEW

During the year under review, the Company's revenue was Rs Rs. 9525.19 lacs compared to Rs. 10054.12 lacs for the previous year. The Profit before Tax was Rs. 475.85 lacs compared to Rs. 462.44 lacs for the previous year registered growth by 2.90% The Profit After Tax was Rs. 325.22 lacs compared to Rs. 318.24 lacs for the previous year and registered growth by 2.19%.

Your Company is engaged in the manufacturing of cotton yarn for different applications by Rotor Spinning. Rotor Spinning is economical, since the process is very short, consumes less energy and offer substantial cost benefits in the choice of raw material in comparison to Ring Spinning , especially in coarse counts. The Company is also engaged in generation of power through Wind Mill for captive consumption.

The Indian textile industry is one the most important industries for the Indian economy. Its importance is underlined by the fact that it accounts for around 4% of GDP, 14% of the industrial production and 17% of the country's total export earnings. Besides; the textile industry is the second-largest employment generating industry in both rural and urban areas, after the agriculture industry.

With rising demand in domestic and international markets, we are hopeful that we will be able to grow our business.

RESERVES

There is no amount proposed to be carried to any Reserve.

DIVIDEND

With a view of conserving resources, your Directors do not recommended any dividend for the year under review.

LISTING OF THE SHARES

The Equity Shares of the Company are presently listed with Bombay Stock Exchange Ltd.(BSE). Further the Company has paid listing fees to Bombay Stock Exchange Ltd. for the year 2015-2016.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of section 134(3) (c) read with section 134(5) of the Companies Act, 2013, your Directors state that:

- in the preparation of the annual accounts for the year ended 31st March ,2015, the applicable accounting standards have been followed and there are no material departures from the same;

- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March,2015 and of the profit of the Company for the year ended on that date ;

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

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

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

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Praneet Mutha Director (DIN: 00424250), will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for his re-appointment as Director.

During the year under review, the members approved the appointments of Shri Mohan Lal Jain, Shri Subhash Kocheta , Shri Raghuram Krishnamurthy and Shri Shailendra Kumar Jain as independent directors under the Companies Act, 2013 for 5 consecutive years for a term upto the conclusion of the 27th Annual General Meeting.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under section 149(6) of the Companies Act, 2013.

Pursuant to the provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the Company, the Board of Directors has appointed Smt. Deepa Sudhir Mekal (DIN-05222280) , as a Woman Director as an Additional Director and She shall hold office only up to the date of ensuing Annual General Meeting and being eligible, offer herself for re-appointment as Director. The Company has received a proposal from shareholder of the Company proposing candidature to appoint her as a Woman Director.

The Board of Directors has re- appointed Shri Mangalore Maruthi Rao as Whole Time Director for further period of two years w.e.f. 28.10.2014 and Shri Piyush Mutha (DIN: 00424206) as Managing Director for a further period of 2 years w.e.f.01.04.2015 subject to approval of Shareholders in the ensuing Annual General Meeting.

During the year under review, Shri Shailendra Kumar Jain Director (Independent-Non-Executive) of the Company had resigned w.e.f 31.10.2014.

During the year, Shri Jitender Kumar Yadav, Company Secretary of the Company also appointed as Chief Financial Officer of the Company pursuant to compliance of section 203 of the Companies Act, 2013, has resigned from the post of Company Secretary & Chief Financial Officer of the Company w.e.f .20.11.2014. Ms. Sanju Patel has been appointed as Company Secretary & Chief Financial Officer of the Company w.e.f. 15.01.2015.

BOARD EVALUATION

Pursuant to the provisions of Companies Act,2013 and clause 49 of the Listing Agreement, the Board has carried out performance evaluation of its own, the Board Committees and of the Independent Directors.

Independent Directors at a separate meeting evaluated performance of the Non Independent Directors, Board as whole .The manner in which the evaluation has been carried out has been detailed in Corporate Governance Report.

INSURANCE

Assets of the Company are adequately insured.

SUBSIDIARIES, ASSOCIATE & JOINT VENTURE COMPANIES

Companies have no subsidiaries, associates Companies & joint venture companies.

RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the Company in accordance with provisions of section 188 of the Companies Act, 2013 except payment of remuneration to Managing Director & Whole Time Director during the year. None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company except payment of remuneration to Managing Director & Whole Time Director during the year. The Company has adopted a policy on Related Party Transactions & the same is displayed on the website of the Company, weblink: http://vippyspinpro.co.in/Related-Party-Transaction-Policy.pdf

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. All the transactions are properly authorized and recorded . The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal Audit is conducted by outside auditing frms which evaluate the functioning and quality of internal controls and check; and provides assurance of its adequacy and effectiveness. The Internal Audit Reports are reviewed by the Audit Committee and adequate remedial measures, if any, are taken and in time.

During the year, not reportable material weakness in the design or operation were observed.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31st March, 2015 and the date of the Directors' report i.e. 25th May 2015.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has long been following the principle of risk minimization as is the norm in every industry; it has now become a compulsion. Therefore, the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Company Assets and Property, Employees, Foreign Currency Risks, Operational Risks, Non-compliance of statutory enactments, Competition Risks, Contractual Risks, and Volatility in prices of Raw Material. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case of any of these risks materialize. During the year, your directors have constituted a Risk Management Committee.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Clause 49 of the Listing Agreement with Bombay Stock Exchange Ltd., Management Discussion and Analysis Report is appended to and forms part of the Annual Report.

CORPORATE GOVERNANCE

Your Company has always strived to maintain appropriate standards of good corporate governance. The Report on Corporate Governance as stipulated under clause 49 of the listing agreement forms part of this Report. The requisite certificate from Company Secretary in Practice confirming compliance with the conditions of corporate governance is attached to report on corporate governance .

COMPANY POLICY FOR PROMOTION OF EMPLOYMENT OF YOUTH COMING FROM THE UNDER-PRIVILEGED/DISADVANTAGED SECTION OF THE SOCIETY

The people are recruited in the Company on the basis of their qualification/eligibility and merits without any discrimination against their gender, religion, caste, colour, ancestry, marital status, nationality and disability, and among equally qualified individuals, preference are given to people from the disadvantaged groups.

The Company also conducts training programme from time to time for up-skilling, training of employees from socially disadvantaged sections of society.

ENVIRONMENT & SOCIAL CONCERN

Your Company is committed to build business with save energy and save environment. Wind energy is the most mature and cost-effective renewable energy source, wind energy is generally recognized as a key solution in the fight against climate change and the desire to free society from its dependence on fossil fuels. In line of this, the Company had set up the wind mill that generates electricity and contributed to displace emissions from the nation's coal-fred power plants and eliminates the nation's major source of acid rain, reduce total emissions of CO2, and helps to reduce the spread of respiratory disease aggravated or caused by air pollution in the country.

Your Company is committed to the sustainable use of all natural resources and minimizes waste at source and recycle where possible. Considering the scarcity of natural resources, the Company continue to maintain "Rain Water Harvesting System" at the factory premises at Dewas. The 8040 sq meters of roof area has been covered under the rain water harvesting and approx 4838 cubic meters of water has been collected at factory premises at Dewas, resulting in saving water and recharging the five bore wells consequently, and also the cost thereof. The Company is also continuing to generate electricity through Company's Wind Mill situated at Dewas District, Madhya Pradesh.

Your Company continues to give top priority importance to pollution control and environment protection. The Company complies with various emission standards and other environmental requirements as per pollution control norms.

In memory of founder Late Shri Prakash Mutha, during the year, Company has involved in inspirable activities in the area around the plant situated at Dewas such as giving awards to meritorious students and distribute bicycle, School Dress, School Bags, School Books & Education Material. Total 55 Students got such benefit during the year. The Company has provided training to women to develop their skills & quality. The Company has also organized the various health awareness programmes during the year.

DISCLOSURES

Particulars of Loan given, Investments made, Guarantee given and Securities provided under section 186 of the Companies Act, 2013 There are no Loans, Guarantees, Investments and Securities provided which are covered under the provisions of Section 186 of the Companies Act, 2013.

Conservation of Energy, Technical Absorption and Foreign Exchange Earning & Outgo

The Particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are provided in Annexure -I-to this Report.

Extract of Annual Return

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

Meeting of Directors

During the year under review, our Board met Ten (10) times. For further details please refer to Report on Corporate Governance of this Annual Report. During the year under review One(1) Board meeting of Independent Directors was held .

Audit Committee

The Audit Committee comprises Independent Directors namely, Shri Mohan Lal Jain (Chairman),Shri Subhash Kocheta , & Shri Raghuram Krishnamurthy , as other members.

All the recommendations made by the Audit Committee were accepted by the Board.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises Independent Directors namely Shri Subhash Kocheta (Chairman) , & Shri Mohan Lal Jain as other member.

Nomination & Remuneration Committee

The Nomination & Remuneration Committee comprises Independent Directors namely Shri Raghuram Krishnamurthy (Chairman) ,Shri Mohan Lal Jain & Shri Subhash Kocheta , as other members.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee adopted a Remuneration policy of the Company for Directors, Key Managerial Personnel & other employee's .The Remuneration Policy is annexed herewith as Annexure-III to this Report.

Vigil Mechanism / Whistle Blower Policy

Pursuant to Companies Act, 2013 & Listing Agreement with Bombay Stock Exchange Ltd., and in order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the Company has adopted a vigil mechanism policy. This policy may be accessed on the Company's website, Weblink:http://vippyspinpro.co.in/ Whistle-Blower-Policy.pdf

Particulars of employees and related disclosures

Particulars of employees as required under 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, is not applicable as no employee is covered under the said rules.

Particulars pertaining to remuneration and other details as required under section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 is annexed herewith as Annexure -IV- to this Report.

GENERAL

Yours Directors state that no disclosures or reporting is required in respect of the following items as there were not transactions on these items during the year under review:

- details relating to deposits covered under chapter V of the companies Act, 2013

- Issue of shares during the year

- no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

AUDITORS & AUDITORS' REPORT

Statutory Auditors

M/s. Sodani & Co., Chartered Accountants (Firm Registration No.000880C), Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment .The Board recommends their re-appointment to conduct audit of accounting records of the Company.

There being no reservation, qualification or adverse remark in the Auditors' Report, no explanation on part of the Board of Directors is called for.

Secretarial Auditors

The Board has appointed M/s Shilpesh Dalal & Co. Practicing Company Secretaries, to conduct secretarial audit. The Secretarial Audit Report for the financial year ended 31.03.2015, is annexed herewith as Annexure-V.

The Secretarial Audit Report does not contain any reservation, qualification or adverse remark and no explanation on part of the Board of Directors is called for.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has a Prevention of Sexual Harassment Policy in force in terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The objective of this policy is to ensure a safe, secure and friendly work environment where employees will deliver their best without any inhibition, threat of fear During the year under review, there were no cases fled pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

HUMAN RESOURCES

The Company believes that human resources are valuable assets of the Company and provides them an environment, where each employee is motivated to contribute his best to achieve the Companies objective. The Company lays great emphasis on proper management of human resources and believes that this is the most important ingredient for achieving excellence in performance and sustainable growth. The Company has a progressive HR policy for helping employees to develop their organization skills, knowledge and abilities to achieve greater efficiency.

The Industrial Relations of the Company with its personnel has continued to be cordial and friendly during the year. The Company has 106 employees on 31.03.2015.

ACKNOWLEDGEMENTS

The Board of Directors of the Company wish to place on record their thanks and appreciation to all employees for their contribution to the operation of the Company. The Directors are thankful to the Bank for its continued support to the Company. The Directors also place on record their sincere thanks to the customers, dealers, suppliers and investors for their continued support, co-operation and confidence in the Management of the Company.

For and on behalf of the Board of Directors

Place: Dewas Piyush Mutha Mohan Lal Jain

25th May, 2015 (Managing Director) (Director)

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Financial Statements for the year ended March 31, 2014.

FINANCIAL RESULTS

(In Lacs)

Particulars March 31,2014 March 31,2013

Income

Revenue from Operations 9984.03 8905.82

Other Income 70.09 66.48

Total Revenue 10054.12 8839.34

Profit before finance cost, depreciation 851.51 887.67 & amortization ,prior period

expenditure and tax

Finance Costs 139.81 276.33

Depreciation and amortization expenses 247.24 259.43

Profit before prior period expenditure and tax 464.46 351.91

Less: prior period Expenditure 2.02 0.12

Profit before Tax 462.44 351.79

Less: Tax Expenses

Current Tax 162.00 100.80

Deferred Tax(Assets)/Liabilities (17.80) 1.01

Profit for the year 318.24 249.98

Earning per equity share

Basic 5.42 4.26

Diluted 5.42 4.26

OPERATIONAL PERFORMANCE

During the year under review, the Company''s revenue was '' 10054.12 lacs compared to ''8839.34 lacs for the previous year . The Profit before Tax was '' 462.44 lacs compared to '' 351.79 lacs for the previous year registered growth by 31.45% The Profit After Tax was ''318.24 lacs compared to '' 249.98lacs for the previous year and registered growth by 27.31%.

EXPORT

Your Company''s export performance in the year under review has improved from last year. The Export was '' 2311.97 lacs compared to '' 1137.44 lacs for the previous year registered growth by 103.26%.

DIVIDEND

In order to conserve resources for future growth and with a view to ensure sufficient liquidity, your Directors do not recommend any dividend for the year 2013-14.

DIRECTORS

Shri Manglore Maruthi Rao and Shri Subhash Kocheta are being liable to retire by rotation and being eligible, offer them selves for the re-appointment.

Pursuant to the provisions of Companies Act, 2013 and amended clause 49 of the listing agreement requires appointment of independent directors. In compliance of provisions of Companies Act, 2013 and amended clause 49 of the listing agreement it was decided to appoint Shri Subhash Kocheta, Shri Raghuram Krishnamurthy, Shri Mohan Lal Jain, and Shri Shailendra Kumar Jain as Independent directors under section 149 of the Companies Act, 2013 and clause 49 of Listing Agreement to hold office for 5 (five) consecutive years for a term upto the conclusion of the 27th Annual General Meeting of the Company in the Calendar year 2019.”

PUBLIC DEPOSITS

The Company has not invited/accepted any deposit from public within the meaning of Section 58A of the Companies Act, 1956 and rules made there under during the year under review.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 205C of the Companies Act, 1956 the company has transferred an amount of '' 3,23,919.50/- (Rupees Three lacs twenty three thousand nine hundred nineteen and fifty Paise only) being the amount of unclaimed Dividend for the year 2005-2006 to the Investor Education and Protection Fund.

INSURANCE

The Company''s buildings, plant and machineries, stocks, stores and spares are adequately insured against various risks.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 , as amended, is not applicable as no employee is covered under the said rules.

CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Particulars required under section 217(1) (e) of the Companies Act,1956 read with Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the statement annexed as Annexure -A hereto forming a part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section217 (2AA) of the Companies Act, 1956, your Directors confirm that:

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at end of the financial year and of the profit /loss of the Company for that period.

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

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

CORPORATE GOVERNANCE

The Company is committed to maintain the high standards of Corporate Governance. Your Directors adhere to the requirement set out in the listing Agreement with the Bombay stock exchange and have Complied all the prescribed requirement pursuant to clause 49 of listing agreement with the Bombay Stock Exchange Ltd.

A Report on Corporate Governance along with a Certificate thereon, from Company Secretary in Practice, is appended to and forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Clause 49 of the Listing Agreement with Bombay Stock Exchange Ltd., Management Discussion and Analysis Report is appended to and forms part of this Annual Report.

AUDITORS

M/s. Sodani & Co., Chartered Accountants (Firm Registration No.000880C), The Statutory Auditors of the Company retire at the conclusion of forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment for the Financial Year 2014-15.

The Board on the recommendation of Audit Committee, recommends their re-appointment to conduct audit of accounting record of the company.

There being no reservation, qualification or adverse remark in the Auditor''s Report no explanation on part of the Board of Directors if called for.

COST AUDITORS

On the recommendation of the Audit Committee, the Board of Directors has appointed M/s. M.Goyal & Co., Cost Accountants, Jaipur, (Firm Registration No. 000051) as Cost Auditors of the Company to conduct the Audit of Cost Accounting records of the company for the year 2014-15 subject to approval of the Central Government.

LISTING OF THE SHARES

The Equity Shares of the Company are presently listed with Bombay Stock Exchange Ltd.(BSE). Further the Company has paid listing fees to Bombay Stock Exchange Ltd. for the year 2014-2015.

ENVIRONMENT & SOCIAL CONCERN

Your Company is committed to build business with save energy and save environment. Wind energy is the most mature and cost-effective renewable energy source, wind energy is generally recognized as a key solution in the fight against climate change and the desire to free society from its dependence on fossil fuels. In line of this, the company had set up the wind mill that generates electricity and contributed to displace emissions from the nation''s coal-fired power plants and eliminates the nation''s major source of acid rain, reduce total emissions of CO2, and helps to contain the spread of respiratory disease aggravated or caused by air pollution in the country.

Your Company is committed to the sustainable use of all natural resources and minimizes waste at source and recycle where possible.

Considering the scarcity of natural resources, the Company continue to maintain "Rain Water Harvesting System” at the factory premises at Dewas. The 8040 sq meters of roof area has been covered under the rain water harvesting and approx 9500 cubic meters of water has been collected at factory premises at Dewas, resulting in saving water and recharging the five bore wells consequently, and also the cost thereof. The Company is also continuing to generate electricity through Company''s Wind Mill situated at Dewas District, Madhya Pradesh.

Your Company continues to give top priority importance to pollution control and environment protection. The Company complies with various emission standards and other environmental requirements as per pollution control norms.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In line with the objective of being a committed corporate citizen, company had taken significant efforts in the area of Corporate Sustainability, encompassing Corporate Governance, Social Responsibility and Environment care. Company believes to actively contribute to the social and economic development of the community in which we operates & build a better, sustainable way of life for the weaker sections of society.

In memory of founder Late Shri Prakash Mutha, During the year,Company has involved in inspirable activities in the area around the plant situated at Dewas such as giving awards to meritorious students and distribute bicycle, School Dress, School Bags, School Books & Education Material. Total 67 Students got such benefit during the year. The Company has provided training to women to develop their skills & quality. The Company has also organized the various health awareness programmes during the year.

COMPANY POLICY FOR PROMOTION OF EMPLOYMENT OF YOUTH COMING FROM THE UNDER-PRIVILEGED/DISADVANTAGED SECTION OF THE SOCIETY

The employment in the company is totally based on eligibility and merit of the applicant without any discrimination against their gender, religion, caste, colour, ancestry, marital status, nationality and disability. And among equally qualified individuals, preference are given to people from the disadvantaged groups.

The Company makes all efforts for up-skilling and continual training of employees from socially disadvantaged sections of society in order to enhance their capabilities, and competitive skills.

ACKNOWLEDGEMENTS

The Board of Directors of the Company wish to place on record their thanks and appreciation to all employees for their contribution to the operation of the Company. The Directors are thankful to the Banker for its continued support to the company. The Directors also place on record their sincere thanks to the customers, dealers, suppliers and investors for their continued support, co-operation and confidence in the Management of the Company.

For and on behalf of the Board of Directors

Dewas Piyush Mutha Mohan Lal Jain May 24th 2014 Managing Director Director

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report together with the Audited Financial Statements for the year ended March 31, 2013.

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars March 31 , 2013 March 31 , 2012

Income

Revenue from Operations 8,905.82 10,223.45

Other Income 68.15 72.69

Total Revenue 8,973.97 10,296.14

Profit before finance cost, depreciation & 887.67 770.27 amortization ,prior period expenditure and tax

Finance Costs 276.33 167.72

Depreciation and amortization expenses 259.43 257.23

Profit before prior period expenditure and tax 351.91 345.32

Less: prior period Expenditure 0.12 2.47

Profit before Tax 351.79 342.85

Less: Tax Expenses

Current Tax 100.80 131.25

Deferred Tax(Assets)/ Liabilities 1.01 (22.77)

Profit for the year 249.98 234.37 Earning per equity share

Basic 4.26 3.99

Diluted 4.26 3.99

OPERATIONAL PERFORMANCE

During the year under review, the Company''s revenue was Rs. 8,973.97 lacs compared to Rs. 10,296.14 lacs for the previous year . The Profit before Tax was Rs. 351.79 lacs compared to Rs. 342.85 lacs for the previous year registered growth by 2.61%. The Profit After Tax was Rs. 249.98 lacs compared to Rs. 234.37 lacs for the previous year and registered growth by 6.66%.

DIVIDEND

In order to conserve resources for future growth and with a view to ensure sufficient liquidity, your Directors do not recommend any dividend for the year 2012-13.

DIRECTORS

In accordance with the provisions of the Companies Act,1956 and the Article of Association of the Company, Shri M.L. Jain and Shri Shailendra Kumar Jain are being liable to retire by rotation and being eligible, offer themselves for the re-appointment.

PUBLIC DEPOSITS

The Company has not invited/accepted any deposit from public within the meaning of Section 58A of the Companies Act, 1956 and rules made there under during the year under review.

INSURANCE

The Company''s buildings, plant and machineries, stocks, stores and spares are adequately insured against various risks.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 , as amended, is not applicable as no employee is covered under the said rules.

CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Particulars required under section 217(1) (e) of the Companies Act,1956 read with Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the statement annexed as Annexure -A hereto forming a part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section217 (2AA) of the Companies Act, 1956, the Directors hereby state and confirm that:

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at end of the financial year and of the profit /loss of the Company for that period.

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

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

CORPORATE GOVERNANCE

The Company has complied with the requirements of clause 49 of the Listing agreement with Bombay Stock Exchange Ltd. regarding Corporate Governance as were applicable during the year under review to the Company.

A Report on Corporate Governance along with a Certificate thereon, from Company Secretary in Practice, is appended to and forms part of this Annual Report.

MANAGEMENT DISCUSSIONAND ANALYSIS REPORT

In terms of Clause 49 of the Listing Agreement with Bombay Stock Exchange Ltd., Management Discussion and Analysis Report is appended to and forms part of this Annual Report.

AUDITORS

The Auditors, M/s. Sodani & Co., Chartered Accountants (Firm Registration No.000880C) will retire at the forthcoming Annual General Meeting. Based on the recommendation of the Audit Committee, the Board has recommended the appointment of M/s. Sodani & Co., as the Statutory Auditors of the company to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

COST AUDITORS

On the recommendation of the Audit Committee, the Board of Directors has appointed M/s. M.Goyal & Co., Cost Accountants, Jaipur, (Firm Registration No. 000051) as Cost Auditors of the Company to conduct the Cost Audit of Textiles for the year 2013-14 subject to approval of the Central Government.

LISTING OF THE SHARES

The Equity Shares of the Company are presently listed with Bombay Stock Exchange Ltd.(BSE). Further the Company has paid listing fees to Bombay Stock Exchange Ltd. for the year 2013-2014.

ENVIRONMENT & SOCIAL CONCERN

Your Company is committed to the sustainable use of all natural resources and minimizes waste at source and recycle where possible.

Considering the scarcity of natural resources, the Company continue to maintain "Rain Water Harvesting System" at the factory premises at Dewas. The 8040 sq meters of roof area has been covered under the rain water harvesting and approx. 9969 cubic meters of water has been collected at factory premises at Dewas, resulting in saving water and recharging the five bore wells consequently, and also the cost thereof. The Company is also continuing to generate electricity through Company''s Wind Mill situated at Dewas District, Madhya Pradesh.

Your Company continues to give top priority importance to pollution control and environment protection. The Company complies with various emission standards and other environmental requirements as per pollution control norms.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

We are committed to adhere to socially responsible business practices that ensure the well-being of the communities in which our business operates. Being a committed corporate citizen, we have taken significant efforts in the area of Corporate Social Responsibility.

In memory of our founder Late Shri Prakash Mutha, During the year,Company has involved in inspirable activities in the area around the plant situated at Dewas such as giving awards to meritorious students and distribute bicycle, School Dress, School Bags, School Books & Education Material. Total 81 Students got such benefit during the year.

The Company has given employment to women and provided training to them to develop their skills & quality. The Company has also organized the various health awareness programmes during the year.

The Company established water hut at various places in Dewas City for providing the drinking water during summer season.

COMPANY POLICY FOR PROMOTION OF EMPLOYMENT OF YOUTH COMING FROM THE UNDER-PRIVILEGED/DISADVANTAGED SECTION OF THE SOCIETY

The employment in the company is totally based on eligibility and merit of the applicant without any discrimination against their gender, religion, caste, color, ancestry, marital status, nationality and disability. And among equally qualified individuals, preference are given to people from the disadvantaged groups.

The Company makes all efforts for up-skilling and continual training of employees from socially disadvantaged sections of society in order to enhance their capabilities, and competitive skills.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the valuable support and co-operation extended by Punjab National Bank , Government and Government agencies , stock exchange as well as shareholders, customers, suppliers and dealers .

Yours Directors also wish to place on record of the devoted and dedicated service rendered by all the employees of the company for ensuring that the Company performs well.

For and on behalf of the Board of Directors

Dewas Piyush Mutha M.L. Jain

May 30th 2013 Managing Director Director

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Mar 31, 2010

The Directors have pleasure to present the 18th Annual Report and Audited Statement of Accounts of your Company for the financial year ended 31st March 2010.

FINANCIAL RESULTS

The summary of the financial results is given hereunder:

(Rs.inLacs)

Particulars For the year For the year Ended March 31,2010 Ended March 31,2009

Total Income 5379.93 4522.21 ,

Profit before interest & depreciation 498.60 467.21

Less: Interest for the year 117.93 121.18

Less: Depreciation 228.33 221.07

Profit before Tax 152.34 124.96

Less: Provision for Taxation

Current Tax(MAT) 54.00 27.00

Deferred Tax (1.23) (11.32)

Fringe Benefit Tax 0 1.50

Profit after Tax 99.57 107.78

(+/-) Prior period adjustment (-) 2.79 (-) 2.23

Amount available for appropriation 96.78 105.55

Appropriation:

Transferred to General Reserve - -

Balance carried to Balance Sheet 96.78 105.55

DIVIDEND

In view of need for conservation of resources the Directors of the company regret their inability to recommend any dividend for the year under review.

PERFORMANCE HIGHLIGHTS

During the year, the total income of the Company increased by 18.97% in comparison to previous year . The total income of the Company for the year under review amounted Rs.5379.93 Lacs as against Rs.4522.21Lacs of the previous year. The Profit before tax was Rs. 152.34 Lacs as against Rs. 124.96 Lacs of the previous year.

PUBLIC DEPOSITS

The Company did not accept / invite any deposits from public attracting provisions of Section 5 8 A of the Companies Act, 1956 and rules made there under.

INSURANCE

The Companys buildings, plant & machineries, stocks, stores and spares are adequately insured against various risks including earth quake.

DIRECTORS

Shri M.L. Jain and Shri Shailendra K. Jain, Directors retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. Shri Praneet Mutha has resigned from the office of Whole-Time Directorship of the Company w.e.f. 30.03.2010 and he will continue as director of the company.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 217 (2AA) of the Companies Act, 1956, yours Directors confirm as under:

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

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review.

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.

PARTICULARS OF EMPLOYEES

The Company does not have any employee during the year drawing remuneration attracting the Provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 (as amended).

CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO

Information as per section 217( 1) (e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are given in the Annexure -A, forming part of this report.

CORPORATE GOVERNANCE

The Company has consistently adopted high standards of Corporate Governance. As a listed company, necessary measures are taken to comply with the Listing Agreement with the Bombay Stock Exchange Ltd..

A certificate as required under Clause 49 of Listing Agreement with Bombay Stock Exchange Ltd., for compliance of conditions stipulated in the Listing Agreement with Stock Exchange, obtained from the M/s.Shilpesh Dalai & Co., Company Secretary in Practice, form a part of the Annual Report.

AUDITORS REPORT

The observation made in the Auditors Report, read together with the relevant notes to the accounts, are self explanatory and hence do not call for any comments under section 217 of the Companies Act, 1956.

AUDITORS

M/s. Sodani &Company, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors, if reappointed. A Certificate under section 224( 1B) has been obtained from them. The Audit Committee and the Board of Directors recommend M/s.Sodani &Company as Statutory Auditors of the Company for the financial year 2010-11.

COSTAUDIT

Pursuant to section 233B of the Companies Act, 1956, the Central Government has prescribed Cost Audit of the Companys product i.e. Textiles.

Subject to the approval of the Central Government, the Board has appointed M.Goyal & Co., Cost Accountants Jaipur, as Cost Auditors of the Company for the Financial Year 2010-11. The Cost Audit is under process and the Company will submit the Cost Auditors Report to the Central Government within stipulated statutory period.

ENVIRONMENT AND SOCIALCONCERN

Your Company continues its efforts for the betterment of the environment and conservation of scarce natural resources. Your Company continues to maintain the "Rain Water Harvesting" during the current year at its Factory premises at Dewas. The 7,500 sq meters of roof area has been covered under the rain water harvesting initiative and approx.5506 cubic meters of water has been collected at the factory at Dewas, resulted in saving water and recharged the five bore wells consequently, and also saved the costs thereof.

Electricity produced by your Companys wind mills have contributed to displace emissions from the nations coal - fired power plants and eliminate the nations major source of acid rain; reduce total emissions of C02; and helps contain the spread of respiratory disease aggravated or caused by air pollution in the country.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In line with our objective of being a committed corporate citizen, we have taken significant efforts in the area of Corporate Sustainability, encompassing Corporate Governance, Social Responsibility and Environment care. We strive towards using locally available material and resources to generate employment and business opportunity for the local community. We have involved ourselves in various welfare activities around our manufacturing location. We have focused our attentions on areas like imparting education to underprivileged children and providing employment opportunities to women and physically challenged people.

The company is generating electricity through wind mills, as a result contributed to displace emissions from the nations coal -fired power plants and eliminates the nations major source of acid rain; reduce total emissions of C02; and helps contain the spread of respiratory disease aggravated or caused by air pollution in the country. During the year, uniform, school books, copies & school bags were distributed to children of the worker and staff of the company.

COMPANY POLICY FOR PROMOTION OF EMPLOYMENT OF YOUTH COMING FROM THE UNDER-PRIVILEGED/DIS ADVANTAGED SECTION OF THE SOCIETY

The employment will be solely based on eligibility and merit of the applicant without any discrimination against their gender, race, religion, caste, colour, ancestry, marital status, nationality and disability. And among equally qualified individuals, preference will be given to people from the disadvantaged groups.

The Company makes all efforts for up-skilling and continual training of employees from socially disadvantaged sections of society in order to enhance their capabilities, and competitive skills.

HUMAN RESOURCES

Industrial relations continued to be cordial during the year under report. Your Company firmly believes that a dedicated workforce constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development continues to receive focused attention. Yours Directors wish to place on record their appreciation for the dedicated and commendable services rendered by the staff and workforce of the Company.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to offer their sincere thanks to various departments of the central/state governments, various government agencies, bank, shareholders, customers, employees and other related organisations, who through their continued support and cooperation, have helped in your Companys progress.

For and on behalf of the Board of Directors

Piyush Mutha M.Maruthi Rao

Dewas, May th ,2010.. Managing Director Director/CFO