Directors Report of Bijlee Textiles Ltd.

Mar 31, 2015

Dear members,

The Directors have pleasure in submitting their 30th Annual Report together with the audited financial statements of the Company for the financial year ended 31st March 2015.

SUMMARISED FINANCIAL RESULTS

(Amount in Rs.) 2014-15 2013-14

Net Sales/Income from operations 2,11,351 2,06,811

Other Income 45,479 64,022

Total Income 2,56,830 2,70,833

Profit / (Loss) before depreciation (3,04,067) (1,08,907)

Less: Depreciation 0 0

Profit / (Loss) before Tax (3,04,067) (1,08,907)

(Add)/Less: Provision for Tax / adjustment 181 0

Net Profit / (Loss) after Tax (3,04,248) (1,08,907)

DIVIDEND

Considering the loss incurred by the Company, your Directors do not recommend any dividend on equity shares for the year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend relating to the financial year 2006-2007 is due for remittance on 27/11/2014 to the Investor Education and Protection Fund established by the Central Government. Company has transferred Rs.405/- unclaimed dividend to Investor Protection Fund on 04/12/2014.

REVIEW OF BUSINESS OPERATIONS

During the year under review, the net sales / income from business operation of your Company marginally increased at Rs.2,11,351 as against Rs.2,06,811 in the previous year. The year under review witnessed lower demand growth and the downturn continued in the textile industry due to oversupply situation. The profitability of the Company was adversely affected and the loss for the year 2014-15 increased from Rs.1,08,907 to Rs.3,04,067.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report

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

The provisions of Section 134(m) of the Companies Act, 2013 is not applicable to our Company. There was no foreign exchange inflow or Outflow during the year under review.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company does not have any Risk Management Policy as the element of risk threatening the Company's existence is very minimal.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by either by the Statutory Auditors or by the Secretarial Auditors in their respective reports.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, and other related matters as provided under Section 178(3) of the Companies Act, 2013 are as under :

1. Policy on Directors appointment is to follow the criteria as laid down under the Companies Act, 2013 an the Listing Agreement with Stock Exchanges and good corporate practices. Emphasis is given to persons from diverse fields or professionals.

2. The Company has formulated the remuneration policy for its KMP and other employees keeping in view the level and composition of remuneration as reasonable. Ensuring that remuneration meets the performance benchmark and it reflects long term performance objectives.

3. For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and rules framed therein, circulars and guidelines issued by the Central Government and other authorities from time to time.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure - A and is attached to this Report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of Directors have met 11 (eleven) times during the financial year ended 31st March, 2015.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 your Directors state that :

(a) in the preparation of the annual accounts for the year ended March 31, 2015, 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;

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

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

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

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

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Praful A. Shah Director of the Company retire at the ensuring Annual General Meeting and being eligible have offered himself for re-appointment. The Company devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

STATUTORY AUDITOR

Messrs Bipinchandra J. Modi & Co. Chartered Accountants, Statutory Auditors of the Company were due for retirement at the ensuing Annual General Meeting (AGM). However, they have expressed their unwillingness for re-appointment due to preoccupations. The Company therefore proposes to appoint Messrs A. M. Modi & Associates as the Statutory Auditors at the ensuing AGM for a period 3 (three) consecutive years from the conclusion of the 30th AGM to the conclusion of the 33rd AGM. They have confirmed that their appointment, if made, will be in compliance with Section 139 and 141 of the Companies Act, 2013.

SECRETARIAL AUDITOR

The Board has appointed Mr. Jigar K. Vyas, Practicing Company Secretary to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURE

In terms of the provisions of 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 there was no employee drawing the remuneration in excess of the limits set out in the said rules.

RISK MANAGEMENT POLICY

As the elements of risk threatening the Company's existence is very minimal. The Company does not have any Risk Management Policy DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee comprises Independent Directors namely Shri Harjibhai Poonabhai Dhaduk and Shri Harish Balvantrai Bharucha. All the recommendations made by the Audit Committee were accepted by the Board.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

SHARES

BUY BACK OF SECURITIES

The Company has not offered any buyback of securities during the year under review.

SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

BONUS SHARES

No Bonus Shares were issued during the year under review.

EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued support and co-operation extended to your Company its bankers, customers, suppliers, government authorities, regulatory authorities and other stake holders. You Directors also acknowledge the support extended by the employees and the guidance by the members on the Board.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Praful A. Shah Chairman Place: Surat Date: May 26th 2015.

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Mar 31, 2014

To The Members of Bijlee Textiles Limited

The Directors of your Company have pleasure in presenting the TWENTY NINETH Annual Report of the Company together with the audited accounts for the financial year ended on March 31st, 2014.

1. FINANCIAL RESULTS

2013-14 2012-13 (Rs.) (Rs.)

Profit before Interest & Tax (1,08,907) (3,068)

Less: Provision for taxation 0 0

Net Profit (1,08,907) (3,068)

Add : Excess/(Short) provision for tax 0 0

Balance brought forward 1,28,93,816 1,29,55,379

Profit available for appropriation 1,27,84,909 1,29,52,311 Appropriations

Proposed Dividend 0 50,000

Dividend on preference shares 0 0

Tax on dividend 0 8,495

Transfer to Capital redemption Reserve 0 0

Balance carried to Balance Sheet 1,27,84,909 1,28,93,816

Total 1,27,84,909 1,29,52,311

2. DIVIDEND

In view of inadequacy of profits the Directors regret their inability to declare a dividend.

3. DEPOSITS

The Company has not accepted or renewed any deposits from the public during the year under review.

4. COMPLIANCE CERTIFICATE

In terms of Section 383A(1) of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001 the certificate issued by a Company Secretary in Whole-time Practice certifying that the Company has complied with all the provisions of the Companies Act, 1956 is annexed to the Report.

5. PARTICULARS OF EMPLOYEE UNDER SECTION 217(2A) AND 217 (1) (e) OF THE COMPANIES ACT, 1956

There are no employees drawing a salary of more than Rs. 5,00,000 per month, if employed for part of the year or more than Rs. 60,00,000 per annum if employed for the entire year, hence the details as required by Section 217(2A) of the Companies Act, 1956 are not furnished.

The Company has not carried on any manufacturing activity during the year, neither has it dealt with foreign exchange for the year under review and hence the particulars under Section 217(1) (e) read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not furnished.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

- In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

- We 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 March 31, 2014 and of the profit of the Company for the year ended March 31, 2014.

- We had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

- We had prepared the annual accounts on a going concern basis.

7. DIRECTORS

As per section 152 of the Companies Act, 2013 read with Article 134 of Articles of Association of the Company, Mr. Praful A. Shah director of the Company retires by rotation and, being eligible, offers himself for re-appointment subject to retirement rotation. As per sub section (5) of Section 152 of the Companies Act, 2013 Smt. Shilpa Praful Shah is appointed as a Whole Time Director w.e.f 26th May, 2014 for the period of 5 years of remuneration Rs.5,000/- p.m and Rs.60,000/- p.a.

8. AUDITORS

The term of the existing Statutory Auditors of the Company expires at the forthcoming Annual General Meeting. .The retiring auditors M/s Bipinchandra J. Modi & Co., Chartered Accountants,(Firm Registration No.FRN:101521W) have confirmed their availability within the limits of section 139(1) of the Companies Act, 2013. Members are requested to appoint Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting and also to fix their remuneration.

9. COMMENTS ON THE AUDITOR''S REPORT

The observations made in the Auditor''s Report are self explanatory and do not call for any further comments.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE.

Prescribed information requiring compliance with the rules relating to conservation of energy and technology absorption and Foreign Exchange pertaining to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

Date : May 26th, 2014 For and on Behalf of the Board

Place : Surat

Suhail P. Shah

Director

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Mar 31, 2013

To The Members of Bijlee Textiles Limited

The Directors of your Company have pleasure in presenting the TWENTY EIGHTH Annual Report of the Company together with the audited accounts for the financial year ended on March 31st, 2013.

1. FINANCIAL RESULTS

2012-13 2011-12 (Rs.) (Rs.)

Profit before Interest & Tax (3,068) (17,583)

Less: Provision for taxation 0 0

Net Profit (3,068) (17,583)

Add : Excess/(Short) provision for tax 0 0

Balance brought forward 1,29,55,379 1,30,31,073

Profit available for appropriation 1,29,52,311 1,30,13,490 Appropriations

Proposed Dividend 50,000 50,000

Dividend on preference shares 0 0

Tax on dividend 8,495 8,110

Transfer to Capital redemption Reserve 0 0

Balance carried to Balance Sheet 1,28,93,816 1,29,55,380

Total 1,29,52,311 1,30,13,490

2. DIVIDEND

The Directors have recommending a dividend at the rate of 1%, on the Equity Shares of the Company which will result in a net outflow of Rs. 58,495/- (including dividend distribution tax of Rs. 8,495/-). The dividend, if approved by the members at the meeting will be paid to such share holders whose names appear on the Register of Members on the date of the Annual General Meeting

3. DEPOSITS

The Company has not accepted or renewed any deposits from the public during the year under review.

4. COMPLIANCE CERTIFICATE

In terms of Section 383A(1) of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001 the certificate issued by a Company Secretary in Whole-time Practice certifying that the Company has complied with all the provisions of the Companies Act, 1956 is annexed to the Report.

5. PARTICULARS OF EMPLOYEE UNDER SECTION 217(2A) AND 217 (1) (e) OF THE COMPANIES ACT, 1956

There are no employees drawing a salary of more than Rs. 5,00,000 per month, if employed for part of the year or more than Rs. 60,00,000 per annum if employed for the entire year, hence the details as required by Section 217(2A) of the Companies Act, 1956 are not furnished.

The Company has not carried on any manufacturing activity during the year, neither has it dealt with foreign exchange for the year under review and hence the particulars under Section 217(1) (e) read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not furnished.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

- In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

- We 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 March 31, 2013 and of the profit of the Company for the year ended March 31, 2013.

- We had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

- We had prepared the annual accounts on a going concern basis.

7. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Company''s Articles of Association, Mr. Praful A. Shah is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

8. AUDITORS

The term of the existing Statutory Auditors of the Company expires at the forthcoming Annual General Meeting. A certificate stating that the appointment as Statutory Auditors, if made, will be within the limits prescribed under Section 224(1B) has been received from Bipinchandra J. Modi & Co., Chartered Accountants, the existing auditors. Members are requested to appoint Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting and also to fix their remuneration.

9. COMMENTS ON THE AUDITOR''S REPORT

The observations made in the Auditor''s Report are self explanatory and do not call for any further comments.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE.

Prescribed information requiring compliance with the rules relating to conservation of energy and technology absorption and Foreign Exchange pertaining to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

Date : May 24th, 2013 For and on Behalf of the Board

Place : Surat Suhail P. Shah Director

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Mar 31, 2012

To The Members of Bijlee Textiles Limited

The Directors of your Company have pleasure in presenting the TWENTY SEVENTH Annual Report of the Company together with the audited accounts for the financial year ended on March 31st, 2012.

1. FINANCIAL RESULTS

2011-12 2010-11

(Rs. ) (Rs. )

Profit before Interest & Tax (17,583) 7,41,121

Less: Provision for taxation 0 0

Net Profit (17,583) 7,41,121

Add : Excess/(Short) provision for tax 0 4,109

Balance brought forward 1,30,31,073 1,89,13,314

Profit available for appropriation 1,30,13,490 1,96,58,544 Appropriations

Proposed Dividend 50,000 50,000

Dividend on preference shares 0 59,480

Tax on dividend 8,110 17,991

Transfer to Capital redemption Reserve 0 65,00,000

Balance carried to Balance Sheet 1,29,55,380 1,30,31,073

Total 1,30,13,490 1,96,58,544

2. DIVIDEND

The Directors have recommending a dividend at the rate of 1%, on the Equity Shares of the Company which will result in a net outflow of Rs. 58,110/- (including dividend distribution tax of Rs. 8,110/-). The dividend, if approved by the members at the meeting will be paid to such share holders whose names appear on the Register of Members on the date of the Annual General Meeting

3. DEPOSITS

The Company has not accepted or renewed any deposits from the public during the year under review.

4. COMPLIANCE CERTIFICATE

In terms of Section 383A(1) of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001 the certificate issued by a Company Secretary in Whole-time Practice certifying that the Company has complied with all the provisions of the Companies Act, 1956 is annexed to the Report.

5. PARTICULARS OF EMPLOYEE UNDER SECTION 217(2A) AND 217 (1) (e) OF THE COMPANIES ACT, 1956

There are no employees drawing a salary of more than Rs. 5,00,000 per month, if employed for part of the year or more than Rs. 60,00,000 per annum if employed for the entire year, hence the details as required by Section 217(2A) of the Companies Act, 1956 are not furnished.

The Company has not carried on any manufacturing activity during the year, neither has it dealt with foreign exchange for the year under review and hence the particulars under Section 217(1) (e) read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not furnished.

6. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

- In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

- We 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 March 31, 2012 and of the profit of the Company for the year ended March 31, 2012.

- We had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

- We had prepared the annual accounts on a going concern basis.

7. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Company's Articles of Association, Mr. Alok P. Shah is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

8. AUDITORS

The term of the existing Statutory Auditors of the Company expires at the forthcoming Annual General Meeting. A certificate stating that the appointment as Statutory Auditors, if made, will be within the limits prescribed under Section 224(1B) has been received from Bipinchandra J. Modi & Co., Chartered Accountants, the existing auditors. Members are requested to appoint Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting and also to fix their remuneration.

9. COMMENTS ON THE AUDITOR'S REPORT

The observations made in the Auditor's Report are self explanatory and do not call for any further comments.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE.

Prescribed information requiring compliance with the rules relating to conservation of energy and technology absorption and Foreign Exchange pertaining to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

For and on Behalf of the Board

Suhail P. Shah Director

Date : July 19th, 2012 Place : Surat