Directors Report of Blue Chip Tex Industries Ltd.

Mar 31, 2015

The Members,

Blue Chip Tex Industries Limited.

The Directors are pleased to present herewith the 30th Annual Report on the business and operations of your Company and Audited Accounts for the Financial Year ended March 31,2015 together with the Audited Statement of Accounts and Auditor's Report thereon.

The State of the Company's Affairs:

1. KEY FINANCIAL HIGHLIGHTS:

In terms of INR 2014-2015 2013-2014

Profit before depreciation 3,51,01,368 2,90,70,476

Less: depreciation 1,01,73,887 1,15,02,737

Profit before Tax 2,49,27,481 1,75,67,739

Less: Provision for taxation Current tax 54,08,817 37,60,000

Deferred tax 23,89,783 22,49,304

Fringe Benefit tax — —

Profit After Tax 1,71,28,881 1,15,58,435

Add: Taxation for earlier year — —

Total 1,71,28,881 1,15,58,435

Balance in Profit and Loss Account 2,12,97,743 1,36,61,772

Surplus available for appropriation 3,83,21,515 2,52,20,207

Transfer to General Reserve 17,20,000 11,56,000

Proposed Dividend 23,64,600 23,64,600

Tax on Proposed Dividend 4,81,377 4,01,864

Balance carried to Balance Sheet 3,37,55,538 2,12,97,743

During the year under review your Company has reported a total income of INR 1,11,89,51,367/- out of which non-operating income amounts to INR 32,98,886/-.Revenue from Operations Income registered increase by INR 40,11,76,497/-, i.e. by 56.15%, as compared to the previous year.

2. DIVIDEND:

Your Directors are pleased to recommend a final dividend of INR 1.20 per equity share for the Financial Year ended 31st March, 2015.

3. TRANSFER TO RESERVES:

The Company has proposed to transfer INR 17,20,000/- amount to the General Reserve out of amount available for appropriations.

4. THE STATE OF COMPANY'S AFFAIRS:

The highlights of State Of Company's Affairs are as under:

- The Company has installed 1 Draw Texturising Machine and 2 Air Texturised Machines during the Financial year 2014-15.

- The Company completed it expansion programme by installing 3rd Air Texturising Machine in April 2015.

- During Current Financial year Company will emphasize on achieving the maximum possible production from these Machines.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO [SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013:

Particulars required to be furnished by the Companies as per Rule 8 of Companies (Accounts) Rules, 2014, are as follows:

A. RULE 8 SUB-RULE 3 (A) PERTAINING TO CONSERVATION OF ENERGY:

(i) Energy conservation measures taken:

Appropriate measures have been initiated to conserve energy. The Company has always been conscious about the need for conservation of energy.

(ii) Additional investments and proposals, if any, being implemented for reduction of energy consumption:

The efforts for conservation of energy are on an ongoing basis throughout the year.

(iii) The impact of the above measures for reduction of energy consumption and consequent impact on the cost of production of goods:

The measures taken have resulted in savings in the cost of production.

Total energy consumption and energy consumption per unit of production:

Power and Fuel Consumption:

Electricity: Financial Year Financial Year ended 31.03.2015 ended 31.03.2014

Purchased Units (KWH) 1,02,33,39 48,85,040

Total Amount (INR) 4,53,70,176 2,06,11,115

Cost/Unit (INR) 4.43 4.22

Consumption per ton polyester Texturised Yarn Production (KWH) 862.21 760.30

B. Rule 8 Sub-Rule 3 (B) pertaining to Technology absorption

Efforts in brief made towards technology, absorption, adoption and innovation: The Company keeps itself abreast of the technical development and innovation in its line of products worldwide and tries to bring about improvements in the product for better yield, quality and cost effectiveness etc.

Continuous efforts are being made in the areas of quality improvements, waste reduction, process capability and cost minimization to specially improve the market acceptance of the product.

C. Rule 8 Sub-Rule 3 (C) pertaining to Foreign exchange earnings and Outgo-

There are NIL Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows

6. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

7. ANNUAL RETURN:

The extract of Annual Return pursuant to Section 92 of the Companies Act, 2013 read with The Companies (Management and Administration) Rules, 2014 in the prescribed Form MGT-9 is annexed as ANNEXURE 1 to this report as on 31st March, 2015.

8. FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made thereunder.

9. BOARD MEETINGS:

The Board of Directors (herein after called as "the Board") met FIVE times during the Year under review:

Date of Venue and time Directors present Meetings of the meeting

26.05.2014 Venue: 'Jasville' 1) Mr. Nand K. Khemani Opp. Liberty Cinema, 9, 2) Mr. Ashok K. Khemani Marine Lines, 3) Mr. Kumar S. Nathani Mumbai - 400020. 4) Mr. Rahul A. Khemani Time: 4:30 P.M. 5) Mr. Shahin N. Khemani

30.07.2014 Venue: 'Jasville', 1) Mr. Nand K. Khemani 2nd Floor, Opp. Liberty 2) Mr. Ashok K. Khemani Cinema, 9, Marine Lines, 3) Mr. Shahin N. Khemani Mumbai - 400020. 4) Mr. Kumar S.Nathani Time: 4:00 P.M 5) Mr. Rahul A. Khemani 6) Mr. Anilkumar Mandhana

17.10.2014 Venue: 'Jasville', 1) Mr. Nand K. Khemani 2nd Floor, Opp. Liberty 2) Mr. Ashok K. Khemani Cinema, 9, Marine Lines, 3) Mr. Kumar S. Nathani Mumbai - 400020. Time: 4:00 p.m.

07.11.2014 Venue: 'Jasville' 1) Mr. Nand K. Khemani Opp. Liberty Cinema, 9, 2) Mr. Ashok K. Khemani Marine Lines, 3) Mr. Kumar S. Nathani Mumbai - 400020. 4) Mr. Vijay Mishra Time: 4:00 p.m. 5) Mr. Rahul Khemani 6) Mr. Manmohan Anand

05.02.2015 Venue: 'Jasville' 1) Mr. Nand K. Khemani Opp. Liberty Cinema, 2) Mr. Ashok K.Khemani 9, Marine Lines 3) Mr. Kumar S. Nathan Mumbai - 400020. 4) Mr. Shahin N. Khemani Time: 4:00 p.m. 5) Mr. Rahul Khemani 6) Mr. Vijaykumar Mishra 7) Ms. Shraddha Teli

Date of Meetings Directors to whom Leave of absence was granted

26.05.2014 Leave of absence was granted to Mr. Anil Kumar Mandhana.

30.07.2014 None

17.10.2014 Leave of absence was granted to the following Directors 1) Mr.Shahin Khemani 2) Mr. Rahul Khemani 3) Mr. Manmohan Anand 4) Mr. Vijay Mishra

07.11.2014 Leave of absence was granted to Mr. Shahin Khemani.

05.02.2015 Leave of absence was granted to Mr. Manmohan Anand.

10. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Changes in Directors and Key managerial personnel are as follows:

Name of the Director/Key Particulars Date of Appointment managerial personal and resignation

Mr. Anil Kumar Mandhana Ceassation 09.09.2014

Mr. Manmohan Anand Appointed as Independent 09.09.2014 Director

Mr. Vijay Kumar Mishra Appointed as Independent 09.09.2014 Director

Ms. Shraddha Teli Appointed as Additional 07.11.2014 Independent Director

Mr. Kumar Nathani Appointed as Independent 09.09.2014 Director

11. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF THE COMPANIES ACT, 2013:

As per the provisions of Section 149(4) of the Companies Act, 2013 every listed public company shall have at least one-third of the total number of directors as independent directors.

In view of the above your Company has duly complied with the provision by appointing following Independent Directors:

Name of the Independent Date of appointment/ Date of passing of Director Reappointment special resolution (if any)

Mr. Vijay Mishra 30/07/2014 09.09.2014

Mr. Kumar Nathani 16/08/1993 09.09.2014

Mr. Manmohan Anand 30/07/2014 09.09.2014

Ms. Shraddha Teli 07/11/2014 —

All the above Independent Directors meet the criteria of 'independence' prescribed under section 149(6) and have submitted declaration to the effect that they meet with the criteria of 'independence' as required under section 149(7) of the Companies Act, 2013.

12. COMMITTEES OF THE BOARD:

I. Nomination and Remuneration Committee:

The 'Nomination and Remuneration Committee' consists of four Directors with three independent non-executive directors and one executive director with the Chairman being the Independent Director, and the said constitution is in accordance with the provisions of Section 178 of the Companies Act, 2013. The Committee acts in accordance with the Terms of Reference as approved and adopted by the Board.

The Composition of the Committee is as under:

Chairman : Mr. Kumar Nathani Members : 1. Mr. Nand Khemani

2. Mr. Vijay Mishra

3. Mr. Manmohan Anand

Nomination and Remuneration Policy

The Company's Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed as ANNEXURE 2 to the Directors' Report. Further, the Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors. The Company's Nomination and Remuneration Policy is directed towards rewarding performance based on review of achievements periodically. The Nomination and Remuneration Policy is in consonance with the existing industry practice.

II. Audit Committee:

In accordance with the provisions of Section 177 of the Companies Act, 2013 your Company has constituted an "Audit Committee" comprising of minimum three directors consisting of two non- executive Independent directors and one executive director with the Chairman being Independent director. The Audit Committee acts in accordance with the Terms of Reference specified by the Board in writing.

The Composition of the Committee is as under:

Chairman : Mr. Kumar Nathani Members : 1. Mr. Ashok Khemani 2. Mr. Vijay Mishra

The Terms of reference of the Audit Committee are broadly stated as under:

1. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

2. Review and monitor the auditor's independence and performance, and effectiveness of audit process;

3. Examination of the financial statement and the auditors' report thereon;

4. Approval or any subsequent modification of transactions of the company with related parties;

5. Scrutiny of inter-corporate loans and investments;

6. Valuation of undertakings or assets of the company, wherever it is necessary;

7. Evaluation of internal financial controls and risk management systems;

8. Monitoring the end use of funds raised through public offers and related matters.

13. THE VIGIL MECHANISM:

Your Company believes in promoting a fair, transparent, ethical and professional work environment.

The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the Listing Agreement for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Company's code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns. The same is uploaded on the website of the Company.

14. (a) QUALIFICATION GIVEN BY THE STATUTORY AUDITORS:

There are no qualifications, reservation or adverse remarks or disclaimers made by the Statutory Auditors of the Company in their report.

(b) QUALIFICATION GIVEN BY THE SECRETARIAL AUDITOR:

The Secretarial Auditor is appended as ANNEXURE 3 in their report has made the following Qualification:

The Company was required to appoint an Internal Auditor within six months of the commencement of Companies Act, 2013 i.e. within six months from 1st April, 2014. However, the Company has appointed an Internal Auditor in the Board Meeting held on 05.02.2015 and hence, has now complied with the provisions of the Act in this regard.

15. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

The Company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 and the particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 is appended as ANNEXURE 4 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is duly entered in the register.

16. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

Having regard to the industry, size and nature of business your company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose.

17. AUDITORS:

M/s Rajendra & Co., Statutory Auditors of your Company, bearing registration number 108355W retires at the ensuing Annual General Meeting and are eligible for re-appointment. The Auditors have given their consent in writing and have furnished a certificate to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 139(1) and that they meet with the criteria prescribed under section 141 of the Companies Act, 2013. Directors recommend their re-appointment in the ensuing Annual General Meeting.

18. SECRETARIAL AUDITOR

The Board has appointed M/s. Pramod S. Shah and Associates, Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed as ANNEXURE 3

19. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with provisions of section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors state the following:-

(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 judgements 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 profit 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 the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(e) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and;

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

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation to the valued Stakeholders, bankers and clients for their support.

For and on behalf of the Board

Sd/- Sd/- Nand Khemani Ashok K. Khemani (Managing Director) (Director) DIN: 00053671 DIN: 00053623

Place : Mumbai Date : 15th May, 2015

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Mar 31, 2014

Dear members,

The Directors have the pleasure of presenting their 29th Annual Report and Audited Annual Accounts for the Financial Year ended 31st March, 2014 together with the Audited Statement of Accounts and Auditor''s Report thereon.

1. FINANCIAL RESULTS:

In terms of Rs. 2013-2014 2012-2013

Profit before depreciation 2,90,70,476 1,74,92,747

Less: depreciation 1,15,02,737 1,10,07,914

Profit before Tax 1,75,67,739 64,84,833

Less: Provision for taxation

Current tax 37,60,000 13,00,000

Deferred tax 22,49,304 19,07,970

Fringe Benefit tax - -

Profit After Tax 1,15,58,435 32,76,863

Add: Taxation for earlier year - -

Total 1,15,58,435 32,76,863

Balance in Profit and Loss Account 1,36,61,772 1,24,59,757

Surplus available for appropriation 2,52,20,207 1,57,36,620

Transfer to General Reserve 11,56,000 -

Proposed Dividend 23,64,600 17,73,450

Tax on Proposed Dividend 4,01,864 3,01,398

Balance carried to Balance Sheet 2,12,97,743 1,36,61,772

2. DIVIDEND:

The Board of Directors recommends a final dividend of Rs. 1.20 per equity share (last year: Re. 0.90 per share) of Rs. 10/- for the Financial Year ended 31st March, 2014.

3. FUTURE PROSPECTS:

Your Company has planned for investment of Rs. 6.15 crores in the Current Financial Year for installing 1 Draw Texturising Machine and 3 Air Texturising Machines which will increase production capacities by 100 MT and 110 MT per month, respectively. Towards this end, an application has been made to a Bank for necessary finance of Rs. 4.15 crore. In the month of April 2014, a Draw Texturising Machine was installed as planned and we expect commencement of production from the remaining Air Texturising Machines in the 3rd quarter of the current financial year.

4. FIXED DEPOSITS:

The Company has not accepted any deposits from the Public under the provisions of Section 58A of the Companies Act, 1956 during the Financial Year ended 31st March 2014.

5. INSURANCE:

All properties of the Company, including buildings, plant and machinery, stores and spares, stock of raw materials and finished goods, etc. have been adequately insured.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956.

a) that in the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

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

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2014, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the Directors have prepared the Annual Accounts for the year ended 31st March, 2014 on a going concern basis.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO (Section 217(1)(e) of the Companies Act, 1956):

(A) CONSERVATION OF ENERGY

Particulars required to be furnished by the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are as follows

(i) Energy conservation measures taken:

Appropriate measures have been initiated to conserve energy. The Company has always been conscious about the need for conservation of energy.

(ii) Additional investments and proposals, if any, being implemented for reduction of energy consumption.

The efforts for conservation of energy are on an ongoing basis throughout the year.

(iii) The impact of the above measures for reduction of energy consumption and consequent impact on the cost of production of goods.

The measures taken have resulted in savings in the cost of production.

Total energy consumption and energy consumption per unit of production.

(B) TECHNOLOGY ABSORPTION

Efforts in brief made towards technology, absorption, adoption and innovation.

The Company keeps itself abreast of the technical development and innovation in its line of products worldwide and tries to bring about improvements in the product for better yield, quality and cost effectiveness etc.

Continuous efforts are being made in the areas of quality improvements, waste reduction, process capability and cost minimization to specially improve the market acceptance of the product.

8. PARTICULARS OF EMPLOYEES:

The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification no. G.S.R 289 (E) dated March 31, 2011 require the disclosure of the names and particulars of the employees who are in receipt of remuneration for the financial year under review which, in the aggregate, was not less than Rs. 60,00,000/- per annum or who were in receipt of remuneration for any part of the financial year under review, at a rate which, in the aggregate, was not less than Rs. 5,00,000/- per month. The disclosure under the said Section is not given as there are no such employees.

9. DIRECTORS:

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 2013, Mr. Shahin Khemani and Mr.Anil Kumar Mandhana will retire by rotation at the ensuing Annual General Meeting. Mr. Shahin Nand Khemani, being eligible, offers himself for re-appointment.

Mr. Anil Kumar Mandhana does not offer himself for re-appointment due to his busy schedule and will discontinue as a Director of the Company with effect from 9th September 2014. Your Directors recommend the re-appointment of Mr. Shahin Nand Khemani.

10. STATUTORY AUDITORS:

You are requested to appoint Auditors at the ensuing Annual General Meeting and fix their remuneration. The Auditors of the Company, M/s. Rajendra & Co. Chartered Accountants, retire at the ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The Company has also received a certificate from them under Section 139 of the Companies Act, 2013. As per Section 139(1) of the Companies Act, 2013, an Auditor shall hold office from the conclusion of the meeting in which appointment is made till the conclusion of the sixth annual general meeting thereafter, subject to ratification by members at every AGM. Therefore, the Auditor cannot be appointed for less than a term of five consecutive years.

In case of Audit firm, appointment can be made for a maximum of two terms of 5 consecutive years and further re-appointment can be made after a cooling period of 5 years.

The existing Statutory Auditors of the Company have already completed the term of 7 years. As per the provisions of the new Act they can be appointed for a further period of 3 years, subject to ratification by shareholders at every AGM.

11. COMPLIANCE CERTIFICATE:

As per Section 383A of the Companies Act, 1956 read with Notification No. G.S.R. 11 (E), Dated 5-1-2010 issued by the Ministry of Corporate Affairs, a Company having Paid up Share Capital of Rs. 10 Lacs or more but less than Rs. 5 Crores must obtain a Compliance Certificate from a Company Secretary in whole time practice and such Certificate must be annexed to the Report. A Compliance Certificate obtained from M/s. Pramod S. Shah & Associates - Practicing Company Secretaries is annexed as a part of the Directors'' Report.

12. COST AUDIT:

Cost Audit under Section 233B of the Companies Act, 1956 is applicable to the Company for the Financial Year 2013-14 and accordingly Mr. NKJ & Associates, Cost Accountant, Navi Mumbai, was appointed as the Cost Auditor, for the said year.

13. COMPANIES ACT, 2013:

The Companies Act, 2013 (the Act) is in force as on 1st April, 2014 (in the manner, to the extent notified by the Ministry of Corporate Affairs). The Act has replaced the Companies Act, 1956 and has brought a new set of compliances for companies. The New Legislation will facilitate greater transparency, more disclosures and enhanced corporate governance. The Company is taking necessary steps for implementation of the provisions of the Act.

14. ACKNOWLEDGMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all the shareholders, customers, suppliers, bankers, Government authorities and all other business associates and for their confidence in the management. Your Directors also wish to place on record their appreciation for the contribution made by the employees.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place: Mumbai (Nand K. Khemani) (Ashok Khemani) Date : 26th, May 2014 Managing Director Director

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Mar 31, 2013

To. The Members of Blue Chip Tex Industries Limited

The Directors have the pleasure in presenting their 28th Annual Report and Audited Annual Accounts for the Financial Year ended 31st March, 2013 together with the Audited Statement of Accounts and Auditor''s Report thereon.

1. FINANCIAL RESULTS: In terms of Rs.

2012-2013 2011-2012

Profit before depreciation 1,74,92,747 1.05,09,172

Less: depreciation 1,10,07,914 64,08,411

Profit before Tax 64,84,833 41,00,761

Less: Provision for taxation

Current tax 13,00,000 7,95,000

Deferred tax 19,07,970 11,96,080

Fringe Benefit tax

Profit After Tax 32,76,863 21,09,681

Add: Taxation for earlier year

Total 32,76,863 21,09,681

Balance in Profit and Loss Account 1,24,59,757 1,20,67,699

Surplus available for appropriation 1,57,36,620 1,41,77,380

Proposed Dividend 17,73,450 14,77,875

Tax on Proposed Dividend 3,01,398 2,39,748

Balance carried to Balance Sheet 1,36,61,772 1,24,59,757



2. DIVIDEND:

The Board of Directors recommends a final dividend of Rs. 0.90 per Equity Share (last year: Rs. 0.75 per Equity Share) of Rs. 10/- each for the Financial Year ended 31st March, 2013.

3. FUTURE PROSPECTS:

During the year, your Company had utilized full capacity of its Texturising Plants installed in the previous year, resulting in increase in overall sales volume and better realization. Your Company is now focusing on better production mix to enhance profitability. Also, income from sale of power generated from the Wind power generation units and ''other income'' by way of rent will further add to profitability.

4. FIXED DEPOSITS:

The Company has not accepted any deposits from public under tha provisions of Section 58A of the Companies Act, 1956 and rules framed there-under during the Financial Year ended 31 st March 2013 and as on 31st March, 2013, there is no outstanding liability to Uw6 depositors.

5. INSURANCE:

All properties of the Company, including buildings, plant and machinery, vehicles, stores and spares, stock of raw materials and finished goodss etc. have been adequately insured.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

a) that in the preparation of the Annual Accounts for the year ended 31 st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31 st March 2013 and of the profit of the Company for the said year.

c) that they have 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.

d) that they have prepared the Annual Accounts for the year ended 31st March, 2013 on a going concern basis.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO (Section 217(1)(e) of the Companies Act, 1956):

(A) CONSERVATION OF ENERGY

Particulars required to be furnished by the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are as follows:-

(i) Energy conservation measures taken:

Appropriate measures have been initiated to conserve energy. The Company has always been conscious about the need for conservation of energy.

(ii) Additional investments and proposals, if any, being implemented for reduction of energy consumption:

The efforts for conservation of energy are on an ongoing basis throughout the year.

(iii) The impact of the above measures for reduction of energy consumption and consequent impact on the cost of production of goods:

The measures taken have resulted in savings in the cost of production.

(B) TECHNOLOGY ABSORPTION

Efforts in brief made towards technology, absorption, adoption and innovation:

The Company keeps itself abreast of the technical development and innovation in its line of products worldwide and tries to bring about improvements in the product for better yield, quality and cost effectiveness etc.

Continuous efforts are being made in the areas of quality improvements, waste reduction, process capability and cost minimization to specially improve the market acceptance of the product.

8. FOREIGN EXCHANGE EARNING AND OUT GO:

Foreign Exchange Earnings Rs. NIL (Previous Year: Rs. NIL)

Foreign Exchange outgo Rs. NIL (Previous Year: Rs. NIL)

9. PARTICULARS OF EMPLOYEES:

The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification no. G.S.R 289 (E) dated March 31, 2011 require the disclosure of the names and particulars of the employees who are receipt of remuneration for the financial year under review which, in the aggregate, was not less than Rs. 60,00,000/- per annum or who was in receipt of remuneration for any part of the financial year under review, at a rate which, in the aggregate, was not less than Rs. 500,000/- per month. The disclosure under the said Section is not given as there are no such employees.

10. DIRECTORS :

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956 Mr. Kumar S. Nathani and Mr. Rahul A. Khemani will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-app:>intment. Your Directors recommend their re-appointment.

11. STATUTORY AUDITORS AND AUDITORS'' REPORT :

You are requested to appoint Auditors for the current year and fix their remuneration The Statutory Auditors of the Company, M/s. Rajendra & Co. Chartered Accountants, retire at ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The Company has also received a letter from them to the effect that their re-appointment, if made, would be within the presc; ,otd limits under Section 224(1 B) of the Companies Act, 1956. The Notes on financial statements referred to in the Auditors'' Report are self explanatory and do not call for any further comments.

12. COMPLIANCE CERTIFICATE :

As per Section 383A of the Companies Act, 1956 read with Notification No. G.S.R. 11 (E), Dated 5-1-2010 issued by the Ministry of Corporate Affairs, a Company having the paid up Share Capital of Rs. 10 Lacs or more but less than Rs. 5 Crores must obtain a Compliance Certificate from a Company Secretary in whole time practice and such Certificate must be attached to the Report. A Compliance.Certificate obtained from M/s. Pramod S. Shan & Associates - Practicing Company Secretaries is attached with the Directors'' Report.

13. COST AUDIT:

The Cost Audit under Section 233B of the Companies Act, 1956 is applicable to the Company for the Financial Year 2012-13 and accordingly M/s NKJ & Associates, Cost Accountants, were appointed as the Cost Auditor, for the said year.

14. ACKNOWLEDGEMENT :

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all the shareholders, customers, suppliers, bankers, Government authorities and all other business associates and their confidence in the management. Your Directors also wish to place on record their appreciation for the contribution made by the employees. For and on behalf of the Board of Directors,

Sd/-

Place : Mumbai Nand K. Khemani

Dated : 27th May 2013. Managing Director

---

Mar 31, 2012

To,The Members of Blue Chip Tex Industries Limited

The Directors have the pleasure in presenting their 27th Annual Report and Audited Annual Accounts for the Financial Year ended March 31, 2012.

FINANCIAL RESULTS:

In terms of Rs

2011-2012 2010-2011

Profit before depreciation 1,05,09,172 74,68,492

Less: depreciation 64,08,411 18,63,211

Profit before Tax 41,00,761 56,05,281 Less: Provision for taxation

Current tax 7,95,000 20,50,000

Deferred tax 11,96,080 (3,70,990)

Fringe Benefit tax — —

Profit After Tax 21,09,681 39,26,271

Add: Taxation for earlier year — (482)

21,09,681 39,25,789

Balance in Profit and Loss Account 1,20,67,699 98,59,533

Surplus available for appropriation 1,41,77,380 1,37,85,322

Proposed Dividend 14,77,875 14,77,875

Tax on Proposed Dividend 2,39,748 2,39,748

Balance carried to Balance Sheet1,24,59,751 1,20,67,699

DIVIDEND:

In view of the Company's profitable performance, the Directors are pleased to recommend for approval of the Members a Final Dividend of 0.75 Paise per Equity Share of Rs10/- each of the Company for the financial year 2011 - 2012.

FUTURE PROSPECTS:

During the year the Company installed four new Texturising machines and four second-hand Twisting machines, financed by a loan from Axis Bank Ltd.; and also continued with its own manufacturing activity and sale of its own texturised and twisted yarn. Also, from the Wind Power generation units, through sale of power, the Company will be able to maintain its profitability from Sales and other Income by way of Rent. Considering the market demand, the installation of additional machines will enable the Company to increase its production of Texturised and Twisted yarn and by marketing the same to its customers, the Company expects a substantial increase in its turnover and resultant profitability.

FIXED DEPOSITS:

The Company has not accepted any deposits from public under the Provisions of Section 58A of the Companies Act 1956 and rules framed there-under during the Financial Year ended 31st March 2012. As at March 31, 2012, there is no outstanding liability to fixed depositors.

INSURANCE:

All properties of the Company, including buildings, plant and machinery, stores and spares, stock of raw materials and finished goods, etc. have been adequately insured.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

a) that in the preparation of the Annual Accounts for the year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2012 and of the profit of the Company for that year.

c) that the Directors have 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.

d) that the Directors have prepared the Annual Accounts for the year ended March 31, 2012, on a going concern basis.

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

(A) CONSERVATION OF ENERGY

(i) Energy conservation measures taken:

Appropriate measures have been initiated to conserve energy. The Company has always been conscious about the need for conservation of energy.

(ii) Additional investments and proposals, if any, being implemented for reduction of energy consumption:

The efforts for conservation of energy are on an ongoing basis throughout the year.

(iii) The impact of the above measures for reduction of energy consumption and consequent impact on the cost of production of goods :

The measures taken have resulted in savings in the cost of production.

(B) TECHNOLOGY ABSORPTION

Efforts in brief made towards technology, absorption, adoption and innovation:

The Company keeps itself abreast of the technical development and innovation in its line of products worldwide and tries to bring about improvements in the product for better yield, quality and cost effectiveness etc.

Continued efforts are being made in the areas of quality improvements, waste reduction, process capability and cost minimization to specially improve the market acceptance of the product.

PERSONNEL:

The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification no. G.S.R 289 (E) dated March 31, 2011 require the disclosure of the names and particulars of the employees who are receipt of remuneration for the financial year under review which, in the aggregate, was not less than Rs 60,00,000/- or who was in receipt of remuneration for any part of the financial year under review, at a rate which, in the aggregate, was not less than Rs5,00,000/-. The disclosure under the said Section is not given as there are no such employees.

For and on behalf of the Board of Directors

Sd/-

Place: Mumbai (Nand K. Khemani)

Date: 28th, May 2012. Managing Director

---

Mar 31, 2011

The Members

Blue Chip Tex Industries Limited

The Directors have the pleasure in presenting their 26th Annual Report and Audited Annual Accounts for the Financial Year ended March 31, 2011.

FINANCIAL RESULTS :

In terms of Rs. 2010-2011 2009-2010

Profit before depreciation 74,68,492 72,21,521

Less: depreciation 18,63,211 17,80,770

Profit before Tax 56,05,281 54,40,751

Less: Provision for taxation

Current tax 20,50,000 19,67,000

Deferred tax (3,70,990) (2,67,440)

Fringe Benefit tax — —

Profit After Tax 39,26,271 37,41,191

Add: Taxation for earlier year (482) 49

39,25,789 37,41,240

Balance in Profit and Loss Account 98,59,533 78,41,625

Surplus available for appropriation 1,37,85,322 1,15,82,865

Proposed Dividend 14,77,875 14,77,875

Tax on Proposed Dividend 2,39,748 2,45,457

Balance carried to Balance Sheet 1,20,67,699 98,59,533

DIVIDEND :

In view of the Company's profitable performance, the Directors are pleased to recommend for approval of the Members a Final Dividend of 0.75 Paise per Equity Share of Rs. 10/- each of the Company for the financial year 2010 - 2011.

FUTURE PROSPECTS :

During the year the Company continued with its own manufacturing activity and its own sale of twisted yarn. Also, through sale of Power from the Wind Power generation units, the Company will be able to maintain its profitability from Sales and other Income by way of Rent. Considering the positive market demand for Texturised and Texturised Twisted Yarn, the Company is setting up a new project of additional texturising and twisting machines, for which a new building is under construction. The estimated cost of this Project is Rs. 13.5 Crores, towards which a Term Loan of Rs. 9 Crores has been sanctioned by Axis Bank. The balance requirement will be financed by the Promoters. This will further enhance the Company's turnover and resultant profitability.

FIXED DEPOSITS :

The Company has not accepted any deposits from public under the Provisions of Section 58A of the Companies Act 1956 and rules framed there-under during the Financial Year ended 31st March 2011. As at March 31, 2011, there is no outstanding liability to fixed depositors.

INSURANCE :

All properties of the Company, including buildings, plant and machinery, stores and spares, stock of raw materials and finished goods, etc. have been adequately insured.

DIRECTORS' RESPONSIBILITY STATEMENT :

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA)of the Companies Act, 1956:

a) that in the preparation of the Annual Accounts for the year ended March 31, 2011, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2011 and of the profit of the Company for that year.

c) that the Directors have 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.

d) that the Directors have prepared the Annual Accounts for the year ended March 31, 2011, on a going concern basis.

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

(A) CONSERVATION OF ENERGY

(i) Energy conservation measures taken:

Appropriate measures have been initiated to conserve energy. The Company has always been conscious about the need for conservation of energy.

(ii) Additional investments and proposals, if any, being implemented for reduction of energy consumption:

The efforts for conservation of energy are on an ongoing basis throughout the year.

(iii) The impact of the above measures for reduction of energy consumption and consequent impact on the cost of production of goods :

The measures taken have resulted in savings in the cost of production.

Total energy consumption and energy consumption per unit of production:

a. Power and Fuel Consumption:

CURRENT YEAR PREVIOUS YEAR

1. Electricity:

(a) Purchased Units (KWH) 3,95,760 5,54,640

Total Amount (Rs.) 9,87,240 13,78,034

Cost/Unit (Rs.) 2.49 2.48

(b) Own Generation: - -

i) Through Diesel Generator Units (in Lacs)

Unit per litre of diesel Cost/Unit (Rs.)

ii) Through Steam

2. Coal / Furnace oil: - -

b. Consumption per Ton of production of Polyester 321.35 499.83

(B) TECHNOLOGY ABSORPTION

Efforts in brief made towards technology, absorption, adoption and innovation:

The Company keeps itself abreast of the technical development and innovation in its line of products worldwide and tries to bring about improvements in the product for better yield, quality and cost effectiveness etc.

Continued efforts are being made in the areas of quality improvements, waste reduction, process capability and cost minimization to specially improve the market acceptance of the product.

FOREIGN EXCHANGE EARNING AND OUT GO:

Foreign Exchange Earnings : Rs. NIL (Previous Year: Rs. Nil)

Foreign Exchange outgo : Rs. NIL (Previous Year: Rs. Nil)

PERSONNEL:

The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification no. G.S.R 289 (E) dated March 31, 2011 require the disclosure of the names and particulars of the employees who are receipt of remuneration for the financial year under review which, in the aggregate, was not less than Rs. 60,00,000/- or who was in receipt of remuneration for any part of the financial year under review, at a rate which, in the aggregate, was not less than Rs. 500,000/-. The disclosure under the said Section is not given as there are no such employees.

Shareholders holding Shares in electronic mode should address their correspondence to their respective Depository Participants.

13. The Company has adopted the following non-mandatory requirement on Corporate Governance recommended under Clause 49 of the listing agreement.;

i) Chairman's office with required facilities is being provided and maintained at the Company's expenses for use by its Non-Executive Director.

ii) Financial performance of the Company is well published in newspapers. Individual communication of half yearly results is not sent to the Shareholders.

iii) The Company has passed resolution requiring approval of the Shareholders by postal ballot.

DIRECTORS :

Mr. Anil Kumar G. Mandhana retires by rotation and being eligible, offers himself for re-appointment.

AUDITORS AND AUDITORS' REPORT:

M/s Rajendra & Co., Chartered Accountants, Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s Rajendra & Company, that their re-appointment, if made, would be within the prescribed limits under Sec. 224(1B) of the Companies Act, 1956. The Shareholders are requested to re-appoint Auditors for the Current Year, to hold office till the next Annual General Meeting at such remuneration to be fixed by the Board, in consultation with the Auditors.

COMPLIANCE CERTIFICATE:

Pursuant to Section 383-A, as amended, of the Companies Act, 1956, Compliance Certificate is attached to this report.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the assistance, support and co-operation extended by the Administration of Dadra and Nagar Haveli, the Company's Bankers and the dedicated services rendered by the staff, for the successful working of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- (Nand K. Khemani) MANAGING DIRECTOR

Mumbai Dated : 27th May 2011

---

Mar 31, 2010

The Directors have pleasure in presenting their 25th Annual Report and Audited Annual Accounts for the Financial Year ended March 31, 2010.

FINANCIAL RESULTS :

(Rupees in Lacs)

2009 - 2010 2008 - 2009

Profit before depreciation 72.21 59.47

Less: Depreciation 17.81 17.22

Profit before Tax 54.40 42.25

Less : Provision for taxation

Current tax 19.67 4.00

Deferred Tax (2.67) 0.57

Fringe Benefit Tax - 0.03

Profit after Tax 37.41 37.65

Add : Taxation for earlier year 0 0.39

37.41 38.04

Balance in Profit & Loss Account 78.42 57.66

Surplus available for Appropriation 115.83 95.71

Proposed Dividend 14.78 14.78

Tax on proposed Dividend 2.45 2.51

Balance carried to Balance Sheet 98.60 78.42

DIVIDEND :

In view of the Companys profitable performance, the Directors are pleased to recommend for approval of the Members a Final Dividend of 0.75 Paise per Equity Share of Rs. 10/- each of the Company for the Financial Year 2009 - 2010.

FUTURE PROSPECTS:

During the year the Company also continued with its own manufacturing activity and its own sale of twisted yarn. Also, from the Wind Power generation units, through sale of power, the Company will be able to maintain its profitability from Sales and Other Income by way of Rent. Considering the market demand, by marketing Twisted Yarn to its customers, the Company expects to increase its turnover and resultant profitability.

FIXED DEPOSITS :

The Company has not accepted any deposits within the meaning of Section 58-A of the Companies Act, 1956 or rules made thereunder.

INSURANCE :

All properties of the Company, including Buildings, Plant and Machinery, Stores and Spares, stock of Raw Materials and Finished Goods, etc. have been adequately insured.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

a) that in the preparation of the Annual Accounts for the year ended March 31, 2010, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

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

c) that the Directors have 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.

d) that the Directors have prepared the Annual Accounts for the year ended March 31, 2010, on a going concern basis.

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

A. CONSERVATION OF ENERGY

i) Energy conservation measures taken:

Appropriate measures have been initiated to conserve energy. The Company has always been conscious about the need for conservation of energy.

ii) Additional investments and proposals, if any, being implemented for reduction of energy consumption:

The efforts for conservation of energy are on an ongoing basis throughout the year.

iii) The impact of the measures above for reduction of energy consumption and consequent impact on the cost of production of goods:

The measures taken have resulted in savings in the cost of production.

Total energy consumption and energy consumption per unit of production :

a. Power and Fuel Consumption:

CURRENT YEAR PREVIOUS YEAR

1. Electricity :

(a) Purchased Units (KWH ) 554640 545056

Total Amount (Rs.) 1378034 13554581

Cost /Unit (Rs.) 2.48 2.49

(b) Own Generation

i) Through Diesel Generator

Units (in Lacs) Nil Nil

Unit per litre of diesel Nil Nil

Cost/Unit Rs. Nil Nil

ii) Through Steam Nil Nil

2. Coal / Furnace oil: Nil Nil

b. Consumption per Ton of production of Polyester

B. TECHNOLOGY ABSORPTION

Efforts in brief made towards technology, absorption, adoption and innovation:

The Company keeps itself abreast of technical developments and Innovations in its line of products worldwide and tries to bring about improvements in the product for better yield, quality and cost effectiveness, etc.

Continued efforts are being made in the areas of quality improvements, waste reduction, process capability and cost minimization to specially improve the market acceptance of the product.

FOREIGN EXCHANGE EARNING AND OUT GO:

Foreign Exchange Earnings: Rs. NIL (Previous Year: Rs. Nil)

Foreign Exchange outgo : Rs. 3,242. (Previous Year: Rs. Nil)

PERSONNEL :

There are no employees who are covered under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS :

Mr. Kumar Nathani retires by rotation and being eligible, offers himself for re-appointment.

AUDITORS AND AUDITORS REPORT :

M/s Rajendra & Co., Chartered Accountants, Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s Rajendra & Company, that their re-appointment, if made, would be within the prescribed limits under Sec. 224(16) of the Companies Act, 1956. The Shareholders are requested to re-appoint Auditors for the Current Year, to hold office till the next Annual General Meeting at such remuneration to be fixed by the Board, in consultation with the Auditors.

COMPLIANCE CERTIFICATE :

Pursuant to Section 383-A, as amended, of the Companies Act, 1956, Compliance Certificate is attached to this report.

ACKNOWLEDGEMENT :

Your Directors place on record their appreciation of the assistance, support and co-operation extended by the Administration of Dadra and Nagar Haveli, the Companys Bankers and the dedicated services rendered by the staff, for the successful working of the Company.



FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Mumbai (Nand K.Khemani) Dated:18 th May,2010 MANAGING DIRECTOR.