Directors Report of Binayak Tex Processors Ltd.

Mar 31, 2018

Dear Members,

The Directors are pleased to present the 34^thAnnual Report together with the Audited Statement of Accounts for the year ended 31st March, 2018. The Management Discussion & Analysis is also incorporated into this Report.

Financial Results:

Summary of the Company’s financial performance for F.Y. 2017-2018 as compared to the previous financial year is given below:

(Figures in Lacs)

Particulars	F.Y. 2017 - 2018	F.Y. 2016 - 2017
Revenue from operations	15780.92	17052.51
Revenue from Other Income	156.10	134.69
Total Revenue	15937.02	17187.20
Depreciation & Amortization	162.34	157.40
Interest Cost	267.09	392.39
Profit/Loss After Depreciation &Interest	106.48	162.92
Provision for Tax	-	-
Income Tax	21.00	21.00
Deferred Tax	12.93	24.52
Profit After Tax	72.55	117.53
EPS	10.20	16.52

Highlights:

During the year your company has its turnover to Rs. 15937.02 Lacs including other income as compared to 17187.20 Lacs in the previous year and thereby registering a decrease approx. 7.45% as compared to the previous year. The Turnover of the Company has decreased because the Competition in textile market and shortage of raw material of textile product and GST impact.

Dividend:

To conserve the resources for future business requirements of the Company, your Directors do not recommend any payment of dividend for the year under review.

Policies on Directors’ Appointment and Remuneration

The policies of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Acts appended as Annexure I (a) & (b) to this Report.

Deposits:

Your Company has not accepted any deposits within the meaning of Section 73 (1) of the Companies Act, 2013.

Directors’ Responsibility Statement:

In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and based on the information provided by management, your Directors’ state that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2018 the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the corporation as at the end of March 31, 2018 and of the profit of the Company for the year ended on that date.

3. Proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts of the Company have been prepared on the ongoing concern basis.

Statutory Auditors:

Mr. Yatin Kumar Shah Chartered Accountants having Membership No: 159796 statutory auditors of the Company hold office until the conclusion of the ensuring AGM and are eligible for appointment of the 36^th AGM of the Company to be held in the year 2018.

Auditors report:

Observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013.

Secretarial Audit

Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sark & Associates, Company Secretary in Practice to conduct the Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report as received from Sark& Associates is appended to this Report as Annexure II.

Comments on Auditors’ Report

There are no qualifications, reservations, adverse remarks or disclaimers made by Yatin Kumar Shah, Statutory Auditors, in their Audit Report. However they drawn the attention of the Management of the Company towards non-compliance of Section 203.

M/s. Sark and Associates, Company Secretary in Practice, in his Secretarial Audit Report for financial year 2017-18 have drawn the attention of the management on some the non-compliances, which have been marked as qualification in his report. In connection with the same management herewith give the explanation for the same as follow:

The Company is of view that though the Company has Company Secretary on role of the Company as on date. The Company for that purpose out sourced the Secretarial work to the Professional Company Secretaries Firm. The Company is highly Compliance Company and always believe in high Corporate Governance, The Company is regular in making all required notices, disclosures, announcements, Compliances, filing with the Exchanges, ROC, Income Tax and other concerned Authorities.

The size of the Company is very small as compared to its peer group companies; the Company has also established Risk Management Policy in place to mitigate unforeseeable risks and frauds. The management thinks that Company has adequate internal control system commensurate with the size of the Company and the Statutory Auditor also conduct test audit on quarterly basis and submit the limited review certificate and draws the attention of the management on concerned matters.

Extract of Annual Return

Pursuant to the requirements under Section 92(3) and Section134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure III.

Particulars of Employees and Related Information

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure IV.

Board meetings:

The Board meets at regular intervals to discuss and decide on the company’s policies and strategy apart from other Board matters. During the Financial year 2017-2018,05 times board meetings were held on 30/05/2017,14/08/2017, 14/09/2017 14/12/2017 and 14/02/2018. The gap between two meetings did not exceed 120 days.

Audit Committee

The Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and the Listing Regulations. The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and the Listing Regulations. The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

Declaration by Independent Directors

Mr. Krishan Kumar Kundanlal Lahoti, Mr. Manjeet Kumar Surana are Independent Directors on the Board of the Company. The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI Listing Regulations with the Stock Exchanges.

Disqualification of Director

No Director of the Company is disqualified under any law to act as a Director New Listing Agreement

The Company has entered into new Listing Agreement with BSE Limited, in compliance with Regulation 109 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

Postal Ballot:

No postal ballot was held during the year 2017-2018.

Risk Management and Internal Controls:

The Company has the risk management and internal control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

Conservation of Energy and Technology Absorption:

The company has taken various in -house measures to conserve the electricity and energy Technology absorption and innovation is a continuous process in the company.

Foreign Exchange:

- Foreign Traveling Expenses Rs.-2,63,102.00 (Previous Year Rs. 9,78,526.00)

- Foreign Brokerage Paid Rs.- 33,31,353.00 (Previous Year Rs. 39,99,065.00)

- Earning in foreign Currency (Export/F.O.B.) Rs. 61, 96,88,180.22 (P. Y. Rs. 87,59,14,959.09)

- Raw Material Purchases in foreign Currency Rs 50,95,718.00 (P. Y. Rs NIL )

Listing of Shares:

The Company got it shares listed on Bombay Stock Exchange.

The Company has paid the necessary Listing fees for the year 2018 - 2019 to Bombay Stock Exchange.

Vigil Mechanism/Whistle Blower Policy:

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behaviour of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report.

During the financial year 2017-18, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates.

Policy for Prevention. Prohibition and Redressal of Sexual Harassment of Women at Workplace:

The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2017-18, no cases in the nature of sexual harassment were reported at any workplace of the company. Green Initiative in Corporate Governance:

The Ministry of Corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken ‘Green initiative in corporate Governance’ and allowed companies to share documents with its shareholders through an electronic mode.

Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialized form with their respective depository participants and in respect of shares held in physical form with Companies RTA.

Management Discussion and Analysis Report:

Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process, Business Outlook among others is annexed to this Report.

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification:

The Chief Executive Officer and Chief Financial Officer Certification as required under regulation 17(8) of the Listing Regulation and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report marked as Annexure IV.

Acknowledgement:

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year.

For and On behalf of the Board

Binayak tex Processors Limited

Sd/- Sd/-

Mr. Pradipkumar Pacheriwala Mrs. Heeradevi Pradipkumar Pacheriwala

(Managing Director) (Director)

Date:14/08/2018

Place: Mumbai

---

Mar 31, 2016

Board Of Director’s Report

Dear Members,

The Directors are pleased to present the 33^rdAnnual Report together with the Audited Statement of Accounts for the year ended 31st March, 2016. The Management Discussion & Analysis is also incorporated into this Report.

Financial Results:

Summary of the Company''s financial performance for F.Y. 2015-2016 as compared to the previous financial year is given below:

(Figures in Lacs)

Particulars	F.Y. 2015 - 2016	F.Y. 2014 - 2015
Revenue from operations	18342.91	20388.20
Revenue from Other Income	129.23	120.28
Total Revenue	18472.14	20508.48
Profit/Loss before Depreciation & Interest	1075.21	1142.28
Depreciation & Amortization	131.07	133.54
Interest Coast	378.42	467.45
Profit/Loss After Depreciation &Interest	565.72	541.27
Provision for Tax	-	-
Income Tax	212.00	195.08
Deferred Tax	19.80	(34.48)
Profit After Tax	333.92	380.67
EPS	46.95	53.52

Highlights:

During the year your company has its turnover to Rs. 18472.14Lacs including other income as compared to 20508.48Lacs in the previous year and thereby registering adecreaseapprox9.92% as compared to the previous year. The Turnover of the Company has decreased because the Competition in textile market and shortage of raw material of textile product.

Dividend:

Your Directors are pleased to recommend a final dividend of Rs. 2/- per equity shares of each share.

Policies on Directors’ Appointment and Remuneration

The policies of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Actis appended as Annexure I (a) & (b) to this Report.

Deposits:

Your Company has not accepted any deposits within the meaning of Section 73 (1) of the Companies Act, 2013.

Directors’ Responsibility Statement:

In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and based on the information provided by management, your Directors’ state that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2016 the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the corporation as at the end of March 31, 2016 and of the profit of the Company for the year ended on that date.

3. Proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts of the Company have been prepared on the ongoing concern basis.

Statutory Auditors:

M/s. Sunderlal Desai & Co., Chartered Accountants having Registration No:110560W statutory auditors of the Company hold office until the conclusion of the ensuring AGM and are eligible for re-appointment of the 34^th AGM of the Company to be held in the year 2017

Auditors report:

Observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013.

Secretarial Audit

Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sark & Associates, Company Secretary in Practice to conduct the Secretarial Audit for the financial year 2015-16.The Secretarial Audit Report as received from Sark& Associates is appended to this Report as Annexure II.

Comments on Auditors’ Report

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. Sunderlal Desai & Co., Statutory Auditors, in their Audit Report. However they drawn the attention of the Management of the Company towards non-compliance of Section 203 (i.e. the Company does not had Company Secretary and Chief Financial Officer as on date.

M/s. Sark and Associates, Company Secretary in Practice, in his Secretarial Audit Report for financial year 2015-16 have drawn the attention of the management on some the non-compliances, which have been marked as qualification in his report. In connection with the same management herewith give the explanation for the same as follow:

The Company is of view that though the Company has Company Secretary on role of the Company as on date. The Company for that purpose out sourced the Secretarial work to the Professional Company Secretaries Firm. The Company is highly Compliance Company and always believe in high Corporate Governance, The Company is regular in making all required notices, disclosures, announcements, Compliances, filing with the Exchanges, ROC, Income Tax and other concerned Authorities.

The size of the Company is very small as compared to its peer group companies; the Company has also established Risk Management Policy in place to mitigate unforeseeable risks and frauds. The management things that Company has adequate internal control system commensurate with the size of the Company and the Statutory Auditor also conduct test audit on quarterly basis and submit the limited review certificate and draws the attention of the management on concerned matters.

Extract of Annual Return

Pursuant to the requirements under Section 92(3) and Section134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure III.

Particulars of Employees and Related Information

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure IV.

Board meetings:

The Board meets at regular intervals to discuss and decide on the company’s policies and strategy apart from other Board matters. During the Financial year 2015-2016,06 times board meetings were held on 08/04/2015,29/05/2015, 05/06/2015, 14/08/2015, 06/11/2015 and 12/02/2016. The gap between two meetings did not exceed 120 days.

Audit Committee

The Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and the Listing Regulations. The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and the Listing Regulations. The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

Declaration by Independent Directors

Mr. Krishan Kumar KundanlalLahoti, Mr. Manjeet Kumar Suranais Independent Directors on the Board of the Company. The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI Listing Regulations with the Stock Exchanges.

Disqualification of Director

No Director of the Company is disqualified under any law to act as a Director

New Listing Agreement

The Company has entered into new Listing Agreement with BSE Limited, in compliance with Regulation 109 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

Postal Ballot:

No postal ballot was held during the year 2015-2016.

Risk Management and Internal Controls:

The Company has the risk management and internal control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

Conservation of Energy and Technology Absorption:

The company has taken various in -house measures to conserve the electricity and energy Technology absorption and innovation is a continuous process in the company.

Foreign Exchange:

Foreign travelling Expenses Rs.13, 80,278.00 /-

Earning in Foreign Currency (Export / F.O.B) Rs. 95, 65, 61,856.73.

Listing of Shares:

The Company got it shares listed on Bombay Stock Exchange.

The Company has paid the necessary Listing fees for the year 2016 - 2017 to Bombay Stock Exchange.

Vigil Mechanism/Whistle Blower Policy:

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report.

During the financial year 2015-16, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates.

Policy for Prevention. Prohibition and Redressal of Sexual Harassment of Women at Workplace:

The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2015-16, no cases in the nature of sexual harassment were reported at any workplace of the company.

Green Initiative in Corporate Governance:

The Ministry of Corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken ''Green initiative in corporate Governance'' and allowed companies to share documents with its shareholders through an electronic mode.

Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialized form with their respective depository participants and in respect of shares held in physical form with Companies RTA.

Management Discussion and Analysis Report:

Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process, Business Outlook among others is annexed to this Report.

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification:

The Chief Executive Officer and Chief Financial Officer Certification as required under regulation 17(8) of the Listing Regulation and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report marked as Annexure IV.

Acknowledgement:

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year.

For and On behalf of the Board

Binayak tex Processors Limited

Sd/- Sd/-

Mr. PradipkumarPacheriwala Mrs. HeeradeviPradipkumarPacheriwala

(Managing Director) (Director)

Date:12/08/2016

Place: Mumbai

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 32nd Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2015. The Management Discussion & Analysis is also incorporated into this Report.

Financial Results:

Summary of the Company's financial performance for F.Y. 2014-2015 as compared to the previous financial year is given below:

(Figures in Lacs)

Particulars F.Y. 2014-2015 F.Y. 2013-2014

Revenue from operations 20388.20 16051.69

Revenue from Other Income 120.28 187.06

Total Revenue 20508.48 16238.75

Profit/Loss before Depreciation & Interest 1142.28 1020.31

Depreciation & Amortization 133.54 83.55

Interest Coast 467.45 403.88

Profit/Loss After Depreciation & Interest 541.27 532.87

Provision for Tax 195.08 145

Deferred Tax Expenses/ (Credit) (34.48) 33.65

Excess provision for earlier Years - 298.76

Profit After Tax 380.67 652.98

EPS 53.52 91.80

Highlights:

During the year your company has its turnover to Rs. 20508.48 Lacs including other income as compared to 16238.75 Lacs in the previous year and thereby registering an increase approx 26% as compared to the previous year. The Turnover of the Company has increased because the Company has increase sales of fabrics and textile products

Dividend:

Your Directors are pleased to recommend a final dividend of Rs. 2/- per equity shares of each share.

Policies on Directors' Appointment and Remuneration

The policies of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is appended as .

Deposits:

Your Company has not accepted any deposits within the meaning of Section 73 (1) of the Companies Act, 2013.

Directors' Responsibility Statement:

In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and based on the information provided by management, your Directors' state that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the corporation as at the end of March 31, 2015 and of the profit of the Company for the year ended on that date.

3. Proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts of the Company have been prepared on the ongoing concern basis.

Statutory Auditors:

M/s. Sunderlal Desai & Co., Chartered Accountants having Registration No: 110560W statutory auditors of the Company hold office until the conclusion of the ensuring AGM and are eligible for re-appointment of the 34th AGM of the Company to be held in the year 2017

Auditors report:

Observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013.

Secretarial Audit

Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sark & Associates, Company Secretary in Practice to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report as received from Sark & Associates is appended to this Report as Annexure II.

Comments on Auditors' Report

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. Sunderlal Desai & Co., Statutory Auditors, in their Audit Report. However they drawn the attention of the Management of the Company towards non-compliance of Section 203 (i.e. the Company does not had Company Secretary and Chief Financial Officer as on date.

M/s. Sark and Associates, Company Secretary in Practice, in his Secretarial Audit Report for financial year 2014-15 have drawn the attention of the management on some the non-compliances, which have been marked as qualification in his report. In connection with the same management herewith give the explanation for the same as follow:

The Company is of view that though the Company does not have Company Secretary on role of the Company as on date. The Company has tried to appoint the Company Secretary but did not found the desired candidate as per company's requirement. The Company for that purpose out sourced the Secretarial work to the Professional Company Secretaries Firm. The Company is highly Compliance Company and always believe in high Corporate Governance, The Company is regular in making all required notices, disclosures, announcements, Compliances, filing with the Exchanges, ROC, Income Tax and other concerned Authorities. However Company is still looking for the Company Secretary and Chief Financial Officer, who can easily cope up with Company's requirements. The Management ensures that the same has been complied as soon as possible.

The size of the Company is very small as compared to its peer group companies, the Company has also established Risk Management Policy in place to mitigate unforeseeable risks and frauds. The management things that Company has adequate internal control system commensurate with the size of the Company and the Statutory Auditor also conduct test audit on quarterly basis and submit the limited review certificate and draws the attention of the management on concerned matters.

Reports on Corporate Governance and Management Discussion & Analysis

The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement form part of the Annual Report. The certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.

Extract of Annual Return

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure III.

Particulars of Employees and Related Information

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Board meetings:

The Board meets at regular intervals to discuss and decide on the company's policies and strategy apart from other Board matters. During the Financial year 2014-2015 05 times board meetings were held on 30.06.2014, 14.08.2014, 14.11.2014, 13.02.2015 and 23.03.2015. The gap between two meetings did not exceed 120 days.

Board Committees:

In the process of forming of Committees.

Postal Ballot:

No postal ballot was held during the year 2014-2015.

Risk Management and Internal Controls:

The Company has the risk management and internal control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

Conservation of Energy and Technology Absorption:

The company has taken various in –house measures to conserve the electricity and energy Technology absorption and innovation is a continuous process in the company.

Foreign Exchange:

Foreign travelling Expenses Rs.1618171/- Earning in Foreign Currency (Export / F.O.B) Rs. 92, 10,50,598.47

Listing of Shares:

The Company got it shares listed on Bombay Stock Exchange.

The Company has paid the necessary Listing fees for the year 2015 – 2016 to Bombay Stock Exchange.

Vigil Mechanism/Whistle Blower Policy:

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report.

During the financial year 2014-15, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates.

Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace:

The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2014-15, no cases in the nature of sexual harassment were reported at any workplace of the company.

Green Initiative in Corporate Governance:

The Ministry of Corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken 'Green initiative in corporate Governance' and allowed companies to share documents with its shareholders through an electronic mode.

Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialized form with their respective depository participants and in respect of shares held in physical form with Companies RTA.

Management Discussion and Analysis Report:

Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process, Business Outlook among others is annexed to this Report.

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification:

The Chief Executive Officer and Chief Financial Officer Certification as required under Clause 49 of the Listing Agreements and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report.

Acknowledgement:

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, sup- pliers and employees of Companies for extending support during the year.

For and On behalf of the Board

Binayak tex Processors Limited

Sd/- Sd/-

Mr. Pradipkumar Pacheriwala Mrs. Heeradevi Pradipkumar Pacheriwala

(Director) (Director)

Date: 14/08/2015

Place: Mumbai

---

Mar 31, 2014

Dear members,

The Directors have pleased to present the 31st Annual Report, together with the Audited financial statements of the company for the financial year ended March 31, 2014.

FINANCIAL RESULTS

The financial results of your company for the year ended March 31, 2014 are summarised below:

(Rs. in lacs)

Particulars Financial Financial Year 2013- Year 2012 2014 2013

Total Income 16238.75 13801.23

Profit Before Interest, 1020.32 1082.58 Depreciation & Taxation.

Profit / (Loss) Before Taxation 532.88 561.17

Less: Provision for Taxation 178.65 199.50 (including deferred tax & Short Provision of earlier year)

Less: Provision for wealth/fringe - - benefit tax

Profit / (Loss) after Taxation 354.23 361.66

Add: Earlier year Adjustment 298.75 -

Add: Balance brought forward 3670.10 3424.97 from previous year

Profit Available for 4323.08 3786.63 Appropriation

Less: Transfer to General Reserve 100.00 100.00

Less: Proposed Dividend 14.23 14.23

Less: Provision for Tax on Dividend 2.31 2.31

BALANCE CARRIED TO BALANCE SHEET 4206.54 3670.09

DIVIDEND

Considering the company''s profit for the year, the Directors recommend for your approval, dividend @ 20% i.e. Rs. 2/- per equity share of Rs.10/- each. The dividend will absorb a total of Rs. 16.54 lacs including Dividend Distribution Tax.

OPERATIONS REVIEW

During the year under review, your company maintained its track record of continued performance in terms of revenue growth despite recession all over the world. The company earned a total income of Rs. 16238.75 lacs. The Profit before Interest, Depreciation, Tax and Adjustments (PBIDTA) stood at Rs. 1020.32 lacs as compared to the last year''s Rs.1082.58 lacs. The company''s Profit after tax stood at 354.23 lacs as compared to previous year''s Rs. 361.66 lacs. Net Profit has been decreased despite adverse market condition.

FUTURE OUTLOOK

Your Company is enjoying a good reputation as a quality processor and exporter. Your company further plans to expand its foothold in all the major parts of world.

DIRECTORS

Pursuant to the provisions of the Companies Act, 1956 and in accordance with the Articles of Association of the Company, Mr. Ashok Kumar Agarwal (DIN: 00801488) retires by rotation as the Director at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Your Directors recommend his re-appointment for your approval.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

* That in preparation of accounts for the period ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

* 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 at the year end of the financial year under review and of the profit for the year under review;

* That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

* That the Directors have prepared the accounts for the financial year ended March 31, 2014 on a going concern basis.

SECRETARIAL COMPLIANCE REPORT

The Secretarial Compliance Report pursuant to the provisions to sub-section (1) of section 383A of the Companies Act, 1956 is enclosed and forms part of this Annual Report.

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

Pursuant to the provisions of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, read with section 217(1)(e) of the Companies Act, 1956, the necessary details are given hereunder:

a) Conservation of Energy

The company has taken various in-house measures to conserve the electricity and energy.

b) Technology absorption and innovation is a continuous process in the company.

c) Foreign Exchange Earnings

During the year, the company has incurred foreign currency expenditure on traveling stood at Rs. 7.00 Lacs as against Rs. 15.47 lacs in previous year. The total foreign exchange earnings for the year stood at Rs. 8155.17 lacs as against 7480.96 lacs in previous year.

EMPLOYEES

None of the employees of the company is covered by the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975.

HUMAN RESOURCES

The relationship of your Company with its employees at all levels remained cordial throughout the year. Your directors wish to place on record their appreciation for the dedicated services of its employees.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits falling within the purview of Section 58A of the Companies Act, 1956 and as such, no principal or interest amount was outstanding on the date of the Balance sheet.

CAPITAL EXPENDITURE

During the year the company has not incurred capital expenditure during the year due to adverse market condition.

ENTERPISE RISK MANAGEMENT

Your company has established an enterprise-wide Risk management (ERM) framework to optimise the identification and management of risks. In line with your company''s commitment to delivering sustainable value, this framework aims to provide an integrated and organised approach for evaluating and managing risks.

CORPORATE GOVERNANCE

Our Company has complied material provisions as required by the listing agreement with the stock exchange. However corporate governance is not mandatorily applicable to the company. However management discussion and analysis of the directors is annexed herewith.

BUSINESS RESPONSIBILITY REPORTING

Business responsibility report as stipulated under clause 55 of the Listing agreement is not applicable to the company.

INTERNAL CONTROL SYSTEM

The company internal control procedure ensures compliance with various policies, practices & status in keeping with the organization & pace of growth.

AUDITORS

M/s. Sunderlal, Desai & Kanodia auditors of the company retire at the ensuing Annual General Meeting and being eligible, for reappointment. The Board recommends re-appointment of M/s. Sunderlal, Desai & Kanodia as Statutory Auditors to hold office till conclusion of next Annual General Meeting and to fix their remuneration. The Company has received letter from M/s. Sunderlal, Desai & Kanodia to the effect that their appointment/re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment/ re-appointment within the meaning of Section 226 of the said Act.

AUDITOR''S NOTES TO THE ACCOUNTS

The observations made in the Auditor''s report are self explanatory and therefore does not call for any further comment u/s 217 of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation for the co-operation and assistance received from the bankers, concerned regulatory authorities including Reserve Bank of India, The Securities and exchange Board of India, The Stock exchanges & other regulatory authorities, business constituents, employees, venders & members. Your directors are quite optimistic for support to be extended by all in the year to come.

FOR AND ON BEHALF OF BOARD OF DIRECTORS Pradipkumar Pacheriwala CHAIRMAN

Mumbai Date: 30.06.2014

---

Mar 31, 2013

To, The Members of BINAYAK TEX PROCESSORS LIMITED,

The Directors have pleased to present the 30th Annual Report, together with the Audited financial statements of the company for the financial year ended March 31, 2013.

FINANCIAL RESULTS

The financial results of your company for the year ended march 31, 2013 are summarised below:

Rs. in lacs

Particulars Financial Financial Year 2012- Year 2011- 2013 2012

Total Income 13801.23 14808.00

Profit Before Interest, Depreciation & Taxation. 1082.58 1104.76

Profit / (Loss) Before Taxation 561.17 659.40

Less: Provision for Taxation (including deferred 199.50 212.31 tax & Short Provision of earlier year)

Less: Provision for wealth/fringe benefit tax :

Profit/ (Loss) after Taxation 361.66 447.09

Add: Earlier year Adjustment :

Add: Balance brought forward from previous 3424.97 3094.42 year

Profit Available for Appropriation 3786.63 3541.51

Less: Transfer to General Reserve 100.00 100.00

Less: Proposed Dividend 14.23 14.23

Less: Provision for Tax on Dividend 2.31 2.31

BALANCE CARRIED TO BALANCE SHEET 3670.09 3424.97

DIVIDEND

Considering the company''s profit for the year, the Directors recommend for your approval, dividend @ 20% i.e. * 2/- per equity share of ''10/- each. The dividend will absorb a total of " 16.54 lacs including Dividend Distribution Tax.

OPERATIONS REVIEW

During the year under review, your company maintained its track record of continued performance in terms of revenue growth despite recession all over the world. The company earned a total income of l 13801.23 lacs. The Profit before Interest, Depreciation, Tax and Adjustments (PBIDTA) stood at '' 1082.58 lacs as compared to the last year''s ''1104,76 lacs. The company''s Profit after tax stood at ''361.66 lacs as compared to previous year''s '' 447.09 lacs. Net Profit has been decreased due to adverse market condition.

FUTURE OUTLOOK

Your Company is enjoying a good reputation as a quality processor and exporter Your company further plans to expand its foothold in all the major parts of world.

DIRECTORS

Pursuant to the provisions of the Companies Act, 1956 and in accordance with the Articles of Association of the Company, Mrs. Heera Devi Pacheriwala retires by rotation as the Director at the ensuing Annual General Meeting and being eliqible offers himself for reappointment.

Your Directors recommend her re-appointment for your approval.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

• That in preparation of accounts for the period ended March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

• 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 at the year end of the financial year under review and of the profit for the year under review;

• That the Directors have taken-proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

• That the Directors have prepared the accounts for the financial year ended March 31, 2013 on a going concern basis.

SECRETARIAL COMPLIANCE REPORT

The Secretarial Compliance Report pursuant to the provisions to sub-section (1) of section 383A of the Companies Act, 1956 is enclosed and forms part of this Annual Report.

CAPITAL EXPENDITURE

During the year the company has not incurred capital expenditure during the year due to Adverse market condition. 9 y a

BUSINESS RESPONSIBILITY REPORTING

Business responsibility report as stipulated under clause 55 of the Listing agreement is not applicable to the company.

INTERNAL CONTROL SYSTEM

The company internal control procedure ensures compliance with various policies, practices & status in keeping with the organization & pace of growth.

AUDITORS

M/s. Sunderlal, Desai & Kanodia auditors of the company retire at the ensuing Annual General Meeting and being eligible, for reappointment. The Board recommends re-appointment of M/s. Sunderlal, Desai & Kanodia as Statutory Auditors to hold office till conclusion of next Annual General Meeting and to fix their remuneration. The Company has received letter from M/s. Sunderlal, Desai & Kanodia to the effect that their appointment/re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment/ re-appointment within the meaning of Section 226 of the said Act.

AUDITOR''S NOTES TO THE ACCOUNTS

The observations made in the Auditor''s report are self explanatory and therefore does not call for any further comment u/s 217 of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation for the co-operation and assistance received from the bankers, concerned regulatory authorities including Reserve Bank of India, The Securities and exchange Board of India, The Stock exchanges & other regulatory authorities, business constituents, employees, venders & members. Your directors are quite optimistic for support to be extended by all in the year to come.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Mumbai Pradip kumar Pacheriwala

Date: 06.09.2013 CHAIRMAN

---

Mar 31, 2011

To. The Members of BINAYAK TEX PROCESSORS Limited.

The Director have pleasure in presenting the 28Th Annual Report together with the Audited statement of Account for the financial'' year ended March 31,2011.

FINANCIAL RESULTS

(Rs.in lacs)

Particulars Financial Financial year 2010 year 2009 2011 2010

Total Income 15573.68 13438.63

Print Before interest, depreciation & Taxation, 908.62 944.59

Profit /(Loss) Before Taxation

Less: Provision for legation (including deferred 673.83 659.12

Less; Provision for wealth/ fringe benefit tax 0.28 0.30

(Loss) after Taxation 439.86 435.97

Add: Eartier year Adjustment - -

Add: balance brought forward from previous year 2771.14 2449.96

Profit Available For Appro priation 3221.00 2887.74

Transfer to General Reserve 100.00 100.00

Proposed Dividend 14.23 14.23

Provision for Tax on Divided 2.36 2.36

BALANCE CARRTED TO BALANCE SHEET 3094.42 2771.15

DIVIDEND

Considering the company''s profit for the year, the Directors recommend for your approval divided @ 20% i.e Rs.2.00 per equity share the Rs.10.00 each. The dividend Will absorb a total of Rs. 16.59 and including Dividend Distribution Tax.

Operations

Your Company is growing at an impressive Rate. During the year under review the company showed a healthy performance by recording a growth of 15 in the top-line ever the previous year despite gloat lessen but Sales have teen increased in local market- significantly during the year. The company earned a total income of Rs,15573.68 lacs The Profit before interest deprecation tax and adjustment (PBIDTA) stood at Rs,908.62 lacs as compared to the last year''s Rs.944.59 lacs. The company profit after tax stood at Rs.439.86 lacs as compared to previous years Rs,435.97 lacs Net profit has been increased despite adverse market condition.

FUTURE OUT LOOK

Your Company is enjoying a good reputation as a quality processor and exporter. With the anticipation of a boom in the retail sector, we are planning to consolidate, our position, Your company for-her plans expand its Tool hold in all the major parts Of Country.

Besides, your company is planning a further value addition by foraying Into garmenting. We are entering into the domestic Bed Sheet mark on. Inorganic growth through acquiring companies that have right strategic fit with us is the Corner Stone of The future growth plan of your company.

DIRECTORS

Pursuant to the provision of the Companies Act, and in accordance with the Articles of Association of the Company, Mrs. Heeradevi Pacberiwala retires by rotation the Director at the ensuing Annual General Meeting and being eligible, offers offers herself for reappointment.

Your Directors recommend her re-appointment for your approval.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) Companies Act, 1956, the directors hereby confirm;

- That in preparation of account for the period ended March 31. 2011, the opposable accounting standards have been followed along with proper explanation relating to material departures.

- That the Director have selected such accounting policies and applied thorn consistently and mode judgments and estimates that were reasonable and prudent so as to give a true and fair review of the state of affairs of the company at the year end of the financial year under review and of the profit for the year under review;

- That the Directors have taken proper are sufficient care for the maintenance of adequate accounting records, in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.;

- That the Directors have prepared the accounts for the financial year ended March 31, 2011 on a going concern basis.

SECRETARIAL COMPLIANCE REPOKT

The Secretarial Companies Report pursuant to the provisions to such section (1) of section 393A of the Companies Act, 1956is enclosed ard forms part of this Annual Resort.

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

Pursuant to the provisions to the Companies (Disclosure of Particulars in The Report of the Board OF Directors Rules, 1988 read with section 217(1) (e) of the Companies Act, 1956, the necessary details are given hereunder:

a) Conservation of Energy

The company has taken various in-house measures in conserve the electricity and energy.

b) Technology absorption and innovation is a continuous process in the company

EMPLOYEES

None of the employees of the company is covered by the provisions of section 217 (2A) of the companies Act,1956 read with the companies (particular of Employees) Rulers 1975.

HUMAN RESOURCES

The relationship to your Company with its employees at all levels remained cordial throughout the year. Your directors wish to place on record their appreciation for The dedicated services of its employees.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits falling within the companies Act,1956 and as such the Companies impress amount was Outstanding on the date of the balance sheet ''

CAPEX

During the year the company has incurred CAPEX of Rs. 105.01 lakh due to this Gross block of Fixed Asset has been increased from 1340.10 lakh to 1444.85 lakh Company will get full benefit in the coming year.

CORPORATE GOVERNANCE

Our Company has Complies all the provisions as . he the listing agreement with the stack exchange corporate governance is no'' applicable to the company however nana year n en t discussion and vr. alyses of the directors annexed herewith;

INTERNAL CONTROL SYSTEM

The company internal control procedure ensure compliance with various polices, practices & status in keeping with the organization & pace of growth .

AUDITORS

M/s sunderlal,Desai & Kanodia auditors of the company retire at the ensuing Annual General Meeting and being eligible for reappointment The Board recommends re-appointment of m/s sunderlal Desai & Kanodia as statutory Auditors to hold office till conclusion of next Annual General Meeting and to fix their rumination The company has received letter from m/s sunderlala Desai & Kanodia to the effect that their appointment/re-appointment if made would be within the prescribed limits under section 224 (IB) of the companies Act,1956 and that they are not disqualified for such appointment/re-appointment within the meaning of section 226 of the said Act.

AUDITOR''S NOTES TO THE ACCOUNTS

The observations made in the Auditor''s report are self explanatory and therefore does not call for any further comment u/s 217 of the companies Act,1956.

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation for the co-operation and assistance received from the bankers concerned regulatory authorities including Reserve Bank of India The securities and exchange Board of India The stock exchanges & other regulatory authorities business constituents employees venders & members your directors are quite optimistic for support to be extended by all in the year to come.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Mumbai Pradeep kumar pacheriwala

Date: 06.09.2011 CHAIRMAN

---

Mar 31, 2010

The Directors have pleasure in presenting the 27th Annual Report together with the Audited statement of Accounts for the financial year ended March 31, 2010.

FINANCIAL RESULTS

(Rs. in lacs)

Particulars Financial Financial Year 2009- Year 2008- 2010 2009

Total Income 13438.63 11955.86

Profit Before Interest, Depreciation & Taxation. 944.59 1134.12

Profit / (Loss) Before Taxation 659.12 831.56

Less: Provision for Taxation (including deferred 222.85 304.94 tax)

Less: Provision for wealth/fringe benefit tax 0.30 4.40

Profit / (Loss) after Taxation 435.97 522.22

Add: Earlier year Adjustment 181 25.23

Add: Balance brought forward from previous 2449.96 2019.14

year

Profit Available for Appropriation 2887.74 2566.60

Less: Transfer to General Reserve 100.00 100.00

Less: Proposed Dividend 14.23 14.23

Less: Provision for Tax on Dividend 2.36 2.42

BALANCE CARRIED TO BALANCE SHEET 2771.15 2449.96

DIVIDEND

Considering the companys profit for the year, the Directors recommend for your approval, dividend @ 20% i.e. Rs. 2.00 per equity share of Rs. 10.00 each. The dividend will absorb a total of Rs. 16.59 lacs including Dividend Distribution Tax.

OPERATIONS

Your Company is growing at an impressive rate. During the year under review, the company showed a healthy performance by recording a growth of 12.40% in the top-line over the previous year despite global recession. The company earned a total income of Rs. 13438.63 lacs. The Profit before Interest, Depreciation, Tax and Adjustments (PBIDTA) stood at Rs. 944.59 lacs as compared to the last years Rs. 1134.12 lacs. The companys Profit after Tax stood at Rs. 435.97 lacs as compared to previous years Rs. 522.22 lacs. Profit has been decreased due to increase in Raw material & other overhead Cost. —„

Your Company is enjoying a good reputation as a quality processor and exporter. With the anticipation of a boom in the retail sector, we are planning to consolidate our position. Your company further plans to expand its foothold in all the major parts of Country.

Besides, your company is planning a further value addition by foraying into garmenting. We are entering into the domestic Bed Sheet market. Inorganic growth through acquiring companies that have right strategic fit with us is the corner stone of the future growth plan of your company.

DIRECTORS

Pursuant to the provisions of the Companies Act, 1956 and in accordance with the Articles of Association of the Company, Mrs Heeradevi Pacheriwala retires by rotation as the Director at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Your Directors recommend him re-appointment for your approval.

DIRECTORS RESPONSIBILITY STATEMENT

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

That in preparation of accounts for the period ended March 31, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- 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 at the year end of the financial year under review and of the profit for the year under review;

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- That the Directors have prepared the accounts for the financial year ended March 31, 2010 on a going concern basis.

SECRETARIAL COMPLIANCE REPORT

The Secretarial Compliance Report pursuant to the provisions to sub-section (1) of section 383A of the Companies Act, 1956 is enclosed and forms part of this Annual Report.

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

Pursuant to the provisions of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, read with section 217(1)(e) of the Companies Act, 1956, the necessary details are given hereunder:

c) Conservation of Energy

The company has taken various in-house measures to conserve the electricity and energy.

b) Technology absorption and innovation is a continuous process in the company.

c) Foreign Exchange Earnings

During the year, the company has incurred foreign currency expenditure on traveling stood at Rs. 11.61 Lacs. The total foreign exchange earnings for the year stood at Rs. 6667.78 lacs.

EMPLOYEES

None of the employees of the company is covered by the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975.

HUMAN RESOURCES

The relationship of your Company with its employees at all levels remained cordial throughout the year. Your directors wish to place on record their appreciation for the dedicated services of its employees.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits falling within the purview of Section 58A of the Companies Act, 1956 and as such, no principal or interest amount was outstanding on the date of the Balance sheet.

CAPEX

During the year the company has incurred CAPEX of Rs. 157.07 Lakh due to this Gross block of Fixed Asset has been increased from 1208.03 Lakh to Rs. 1340.0 Lakh. Company will get full benefit in the coming year.

CORPORATE GOVERNANCE

Our Company has complied all the provisions as required by the listing agreement with the stock exchange corporate governance is not applicable to the company however management discussion of directors is annexed herewith.

AUDITORS

M/s. Sunderlal, Desai & Kanodia, Chartered Accountants, Mumbai, the Statutory Auditors of the company hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for reaprjcjntment. M/s. Sunderlal, Desai &

Kanodia retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends re-appointment of M/s. Sunderlal, Desai & Kanodia as Statutory Auditors to hold office till conclusion of next Annual General Meeting and to fix their remuneration. The Company has received letter from M/s. Sunderlal, Desai & Kanodia to the effect that their appointment/re- appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such appointment/ re- appointment within the meaning of Section 226 of the said Act.

AUDITORS NOTES TO THE ACCOUNTS

The observations made in the Auditors report are self explanatory and therefore does not call for any further comment u/s 217 of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation for the co-operation and assistance received from the bankers, concerned regulatory authorities including Reserve Bank of India, The Securities exchange Board of India, The Stock exchanges and/or other regulatory authorities and other Business constituents during the year under review. Your Directors For and on behalf of the Board of Directors look forward to their continued supportjn the future.

Mumbai Pradeep Kumar Pacheriwala

Date: 06.09.2009 Chairman