Directors Report of Candour Techtex Ltd.

Mar 31, 2025

The Board of Directors of Candour Techtex Limited (the âCompanyâ) are pleased to present the 39th Annual
Report and the Audited Financial Statements of the Company for the financial year ended 31st March 2025
(âfinancial year under reviewâ).

1. FINANCIAL PERFORMANCE:

The Companyâs financial performance for the financial year ended 31st March 2025 as compared to
the previous financial year ended 31st March 2025 is summarized below:

(? In lakhs)

Particulars	2024-25	2023-24
Income
Revenue From Operations	18,810.18	18,473.41
Other Income	188.27	250.04
Total Income	18,998.46	18,723.45
Expenses
Operating Cost	17,481.66	17,592.13
Employee Benefits Expense	465.49	542.67
Finance Costs	288.61	260.42
Depreciation and Amortization Expense	394.01	350.49
Other Expenses	236.55	125.96
Total Expenses	18,866.31	18,871.66
Profit before exceptional and extraordinary items and Tax	132.14	(148.21)
Exceptional items	-	-
Profit/(Loss) before Tax	132.14	(148.21)
Provision for Tax	64.86	42.52
Profit/(Loss) after Tax	67.28	105.69
Total Comprehensive Income for the year	64.48	(105.36)
EPS in Rs. (Diluted) face value of Re. 10/- each	0.04	(0.62)

The Company has prepared the Financial Statements in accordance with Indian Accounting Standards (âIND
ASâ) as notified under Sections 129 and 133 of the Companies Act, 2013 (âthe Actâ) read with the
Companies (Accounts) Rules, 2014 and other relevant provisions of the Act and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ), as amended

2. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE:

During the financial year under review, your Company did not have any subsidiary, associate and joint
venture company.

3. TRANSFER TO RESERVES:

Your Company has not transferred any amount to General Reserve during the financial year under review.

4. OPERATIONS AND FUTURE OUTLOOK:

The details of the operations and Future outlook of the Company has prescribed under the Management
and Discussion Analysis which forms part of this Annual Report.

5. DIVIDEND:

The Board of Directors ("Board") after assessing the performance, capital position, solvency and liquidity
levels of the Company and in order to conserve the resources of Company, your Directors do not recommend
any dividend.

6. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public and as such, no amount on account of principal
or interest on deposits from the public was outstanding as of 31 March, 2025.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Full particulars of investments, loans, guarantees and securities covered under Section 186 of the Companies
Act 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 provided during the
financial year under review has been furnished in Note 4 of the Notes to Accounts which forms part of the
financials of the Company.

The proceeds of investment shall be utilized for general corporate purpose by the recipient.

8. LOANS FROM DIRECTORS OR DIRECTORSâ RELATIVES:

During the financial year under review, the Company has not borrowed any amount(s) from Directors and their
relatives.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors. The following changes occurred during the Audit
Period under review: -

a) Appointment of Mr. Jayesh Bhanushali DIN (10765301) as an Independent Director of the
Company to hold office for a term of five consecutive years, with effect from 03 September,
2024.

b) Appointment of Mr. Zareer Dinshaw Colabavala DIN (01835112) as an Independent Director of
the Company to hold office for a term of five consecutive years, with effect from 03
September, 2024.

c) Appointment of Ms. Shital Gurav (ACS: A73942), as the Company Secretary and Compliance

Officer (Key Managerial Personnel) of the Company with effect from 22^nd May, 2024.

10. MEETINGS OF THE BOARD AND ITS COMMITTEES:

I. Board Meetings:

The Board meets at regular intervals, inter-alia, to discuss and decide on the Companyâs performance and
strategies. During the financial year under review, the Board met Eight times on 22nd May, 2024, 30th
May, 2024, 12th August, 2024, 03rd September, 2024, 14th November, 2024, 10th December, 2024, 15th

January, 2025 and 14th February, 2025.

Further details on the Board Meetings are provided in the Corporate Governance Report, which forms
part of this Annual Report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act,
2013.

II. Audit Committee:

The Board of Directors has constituted an Audit Committee with its composition, quorum, powers, role
and scope in line with the applicable provisions of the Act and SEBI Listing Regulations.

Further details on the Audit Committee, its Meetings, composition and attendance are provided in the
Corporate Governance Report, which forms part of this Annual Report.

During the financial year under review, all recommendations made by the Audit Committee were
accepted by the Board.

III. Nomination, Remuneration and Compensation Committee:

The Board of Directors has constituted a Nomination, Remuneration Committee (âNRCâ), with its
composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI
Listing Regulations.

The NRC has formulated a policy on remuneration under the provisions of Section 178(3) of the Act, and
the same is uploaded on the website of the Company at
https://www.cteil.com/pdf/Nomination%20Remuneration%20Evaluation%20Policy.pdf.

Further, details on the NRC its Meetings, composition and attendance are provided in the Corporate
Governance Report, which forms part of this Annual Report.

Stakeholders Relationship Committee:

The Board of Directors has constituted a Stakeholders Relationship Committee: (âSRCâ), with its
composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI
Listing Regulations.

The SRC has formulated a policy on remuneration under the provisions of Section 178 of the Act, and
the same is uploaded on the website of the Company at
https://www.cteil.com/pdf/Composition%20of%20Board%20&%20Committee.pdf

Further, details on the SRC its Meetings, composition and attendance are provided in the Corporate
Governance Report, which forms part of this Annual Report.

11. SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board
of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from October 1, 2017.
The Company is in compliance with the provisions of the same.

12. DISCLOSURE FROM INDEPENDENT DIRECTORS:

All Independent Directors have submitted the declaration of Independence, pursuant to the provisions of
Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the
criteria of Independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an objective Independent
judgment and without any external influence. The Board is of the opinion that the Independent Directors of
the Company possess requisite qualifications, experience, expertise and hold the highest standards of
integrity.

The Independent Directors have also confirmed their registration with the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs in compliance with requirements of the Companies
(Appointment and Qualification of Directors) Rules, 2014.

13. BOARD EVALUATION:

The evaluation framework for assessing the performance of the Directors of the Company comprises of
contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of
the Company, amongst others.

Pursuant to the provisions of the Act and SEBI Listing Regulations and in terms of the Framework of the
Board Performance Evaluation, the Board of Directors have carried out an annual performance evaluation
of the Board as-a-whole, performance of various Committees of the Board, and Individual Directors. A
separate meeting of the Independent Directors was also held during the financial year under review for the
evaluation of the performance of Non-Independent Directors, performance of the Board as-a-whole. The
manner in which the evaluation has been carried out has been set out in the Corporate Governance Report,
which forms part of this Annual Report.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption,
foreign exchange earnings and outgo etc. are furnished in Annexure I which forms part of this Report.

15. STATUTORY AUDITORS AND AUDITORSâ REPORT:

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, M/s Ambavat Jain & Associates, LLP, Chartered Accountants, Firm Registration No.
109681W was appointed as statutory auditors of the Company to hold office for one term of 5 years till the
conclusion of 42nd Annual General Meeting of the Company.

The Auditors have issued their report on the financial statements for the financial year ended March 31,
2025, with an unmodified opinion.

16. REPORTING OF FRAUD

The Auditors have not reported any fraudulent matter under Section 143(12) of the Companies Act, 2013
and therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Companies Act, 2013.

17. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s N L Bhatia and
Associates, Company Secretaries, to undertake the Secretarial Audit of the Company and to issue Secretarial
Audit Report for the financial year ended on 31^st March, 2025.

The Secretarial Audit Report issued by M/s N L Bhatia and Associates for the financial year ended 31st
March, 2025 is set out as âAnnexure IIâ to this Report. The said report does not contain any observation or
qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act,
2013.

18. MAINTENANCE OF COST RECORDS:

The maintenance of cost records as specified by the Central Government under sub section (1) of section
148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules 2014 is not
applicable to the Company.

19. CORPORATE SOCIAL RESPONSIBILITY POLICY

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

20. RISK MANAGEMENT:

The requirement of Risk Management Committee under Regulation 21 of SEBI (Listing Obligations and
Disclosures Requirements) Regulation, 2015 is not applicable to the Company as the same is applicable to
top 1000 listed entities. The Company has in a place Business Risk Management framework to identify,
evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse
impact on the business objectives and enhance the Companyâs competitive advantage.

There are no risks which in the opinion of the operating management threaten the existence of your Company.

21. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUECY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. However, this requires up gradation and improvement under new business environment. The
Company is constantly improving the quality and implementing more internal financial controls. The Internal
Auditor monitors and evaluates operating systems, accounting procedures and policies at all locations of the
Company. Based on the report of internal auditor, the Audit Committee/ Board initiate corrective action in
respective areas and advise the operating people about the action taken on such report and thereby strengthen
the controls. Significant audit observations and corrective actions thereon are presented to the Audit
Committee of the Board.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy which is in compliance with the
provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations
and Disclosures Requirements) Regulation, 2015. The policy deals with instance of fraud and
mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance
Report and also posted on the website of the Company.

23. RELATED PARTY TRANSACTIONS:

During the financial year under review, all transactions entered into by the Company with related parties
were in ordinary course of business and at armâs length basis and were not considered material as per the
provisions of Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules,
2014 and Regulation 23 of the SEBI Listing Regulations. Hence, disclosure in form AOC-2 under Section
134(3)(h) of the Act, read with Rule 8 of the Companies (Accounts of Companies) Rules, 2014, is not
applicable.

Prior approval of the Audit Committee is obtained for all Related Party Transactions (âRPTsâ) which are of
a repetitive nature and entered into in the ordinary course of business and at armâs length. A statement on
RPTs specifying the details of the transactions, pursuant to each omnibus approval granted, is placed on a
quarterly basis for review by the Audit Committee.

Pursuant to Regulation 23(9) of SEBI Listing Regulations, disclosures of RPTs are submitted to the stock
exchanges on a half-yearly basis and published on the Companyâs website at https://www.cteil.com

There were no material transactions entered into with related parties during the period under review, which
may have had any potential conflict with the interests of the Company at large. The details of transactions
with related parties of the Company for the financial year under review, are given in Note No. 46 to the
Financial Statements, which forms part of this Annual Report.

The policy on Related Party Transactions is available on the Companyâs website
https://www.cteil.com/pdf/Policv%20on%20dealing%20with%20Related%20Partv%20Transactions.pdf

24. CORPORATE GOVERNANCE

Pursuant to Schedule V of Listing Regulations, Management Discussion and Analysis, Corporate
Governance Report and Certificate issued by Secretarial Auditor regarding compliance of conditions of
Corporate Governance forms part of the Annual Report. A declaration signed by the Managing Director
regarding compliance with the Code of Conduct by the Board Members and Senior Management Personnel
also forms part of the Annual Report. Code of Conduct and various other policies are available on the website
of the Company.

25. ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the Annual Return of the Company prepared as per Section 92(3)
of the Act for the financial year ended March 31, 2025, will available on the Companyâs website at
www.cteil.com

26. PARTICULARS OF EMPLOYEES:

The Directors sincerely appreciate efforts put in by employees of the Company at all levels and thank them
for their contribution in achieving the overall results during the year.

Disclosure pertaining to the remuneration and other details as required under Section 197(2) of the
Companies Act 2013 and Rule, 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is enclosed as âAnnexure IIIâ to this report.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at the workplace. As per the requirement of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the
Company has formed an Internal Committee to address complaints pertaining to sexual harassment in the
workplace.

number of complaints of sexual harassment received in the year;	0
number of complaints disposed off during the year; and	0
number of cases pending for more than ninety days	0

28. DIRECTORSâ RESPONSIBILITY STATEMENT:

Based on the framework and testing of internal financial controls and compliance systems established and
maintained by the Company, work performed by the internal, statutory and secretarial auditors and the
reviews performed by Management and the relevant Board Committees, the Board is of the opinion that the
Companyâs internal financial controls were adequate and effective during the financial year 2024-25.
Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, based on the assurance given of
the business operations, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and
there are no material departures;

ii. they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied
their recommendations consistently and made judgements and estimates that are reasonable and prudent
to give a true and fair view of the state of affairs of the Company at the end of the financial year and of
the profit of the Company for that period;

iii. they have taken 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 Act, for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

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

v. they have laid down internal financial controls to be followed by the Company and that such internal
financial controls were adequate and operating effectively; and

vi. they have devised a proper system to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/COURTS/TRIBUNAL

No significant and material orders were passed by the Regulators or the Courts or Tribunals impacting the
going concern status and the Companyâs operations in future.

30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY AFTER THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS
REPORT:

Except as otherwise mentioned in this report, there are no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the Financial year of the
Company to which the Financial Statements relates and the date of this report.

There is no other change in the nature of business during the year under review.

31. COMPLIANCE STATEMENT:

During the year under review, there were no cases where maternity benefit was availed by employees of the
Company.

32. OTHER DISCLOSURE:

â¢ A Business Responsibility and Sustainability Report as required under Regulation 34 of SEBI
(Listing Obligations and Disclosures Requirements) Regulation, 2015 is not applicable to the
Company as the same is applicable for top 1000 listed entities based on market capitalization.

â¢ Dividend Distribution Policy as required under Regulation 43A of SEBI (Listing Obligations and
Disclosures Requirements Regulation, 2015 is not applicable to the Company.

â¢ There were no proceedings, either filed by the Company or against the Company, pending under the
Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or
other Courts as of 31 March, 2025.

â¢ Raising of funds through preferential allotment or qualified institutional placement:

During the year under review, the Company raised funds through a preferential issue as under:

1. Allotment of Convertible Warrants: The Company allotted 12,00,000 convertible warrants at a
price of ^83.70/- (including a premium of ^73.70/-) per share warrant, aggregating to ^10,04,40,000
(Rupees Ten Crores Four Lakhs and Forty Thousand only), on a preferential basis to M/s. Mangal
Keshav Capital Limited, a non-promoter of the Company.

In accordance with the terms of issue, the Company has received 25% of the warrant issue price, i.e.,
^20.925/- per warrant, aggregating to ^2,51,10,000 (Rupees Two Crores Fifty One Lakhs Ten
Thousand only) from the allottee.

2. Allotment of Equity Shares: The Company further allotted 10,19,475 equity shares of face value
?10/- each, fully paid-up, at a price of ^83.70/- (including a premium of ^73.70/-) per share,
aggregating to ^8,53,30,058 (Rupees Eight Crores Fifty Three Lakhs Thirty Thousand and Fifty
Eight only), to the following non-promoter(s):

Sr. No.	Name of the Allottee	Number of shares
1	M/s. Mangal Keshav Capital Limited	9,00,000
2	Mrs. Kamlesh Gupta	1,19,475

â¢ There is no difference between amount of the valuation done at the time of one time settlement and
the valuation done while taking loan from the Banks or Financial Institutions.

â¢ During the year, there were no transactions requiring disclosure or reporting in respect of matters
relating to:

a) issue of equity shares with differential voting rights as to dividend, voting or otherwise;

b) issue of shares (including sweat equity shares) to employees of the Company under any
scheme;

c) instance of one-time settlement with any bank or financial institution.

APPRECIATION:

The Directors place on record their appreciation for the exemplary contribution made by the employees of
the Company at all levels. Their dedicated efforts and enthusiasm have been pivotal to the Companyâs
growth.

The Board would also like to express sincere appreciation for the continued support from Depositories,
Depository Participants, Bankers, Registrars & Transfer Agents, Distributors & Agents, Central and State
Governments and other Regulatory Bodies, business associates & other service providers and the
Shareholders who have always supported and helped the Company to achieve its objectives.

For and on behalf of the Board

Sd/-

Jayesh R. Mehta

Chairman & Managing Director

DIN: 00193029

Place: Mumbai

Date: September 01, 2025

Mar 31, 2024

The Board of Directors of Candour Techtex Limited (the âCompanyâ) are pleased to present the 38th Annual Report and the Audited Financial Statements of the Company for the financial year ended 31st March 2024 (âfinancial year under reviewâ).

1. FINANCIAL PERFORMANCE:

The Companyâs financial performance for the financial year ended 31st March 2024 as compared to the previous financial year ended 31st March 2023 is summarized below:

(? In lakhs)
Particulars	2023-24	2022-23
Total Income	18723.45	6385.59
Total Expenses	18871.67	6154.88
EBITDA	462.69	443.92
Depreciation	(350.49)	(162.07)
EBIT	112.2	281.85
Interest (Finance Cost)	(260.40)	(51.14)
Profit before exceptional item and tax	(148.2)	230.72
Exceptional Items	-	-
Profit before tax	(148.2)	230.72
Profit after tax	(105.70)	230.37
Total Comprehensive Income for the year	(105.37)	229.26
EPS in Rs. (Diluted) face value of Re. 10/- each	(0.62)	1.36

The Company has prepared the Financial Statements in accordance with Indian Accounting Standards (âIND ASâ) as notified under Sections 129 and 133 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ), as amended

2. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE:

During the financial year under review, your Company did not have any subsidiary, associate and joint venture company.

3. TRANSFER TO RESERVES:

Your Company has not transferred any amount to General Reserve during the financial year under review.

4. OPERATIONS AND FUTURE OUTLOOK:

The details of the operations and Future outlook of the Company has prescribed under the Management and Discussion Analysis which forms part of this Annual Report.

5. DIVIDEND:

Considering the loss incurred in the current financial year, your Directors have not recommended any dividend for the financial year under review.

6. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as of 31 March, 2024.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Full particulars of investments, loans, guarantees and securities covered under Section 186 of the Companies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 provided during the financial year under review has been furnished in Note 4 & 5 of the Notes to Accounts which forms part of the financials of the Company.

The proceeds of investment shall be utilized for general corporate purpose by the recipient.

8. LOANS FROM DIRECTORS OR DIRECTORSâ RELATIVES:

During the financial year under review, the Company has borrowed the amount(s) from Directors and their relatives, as per the details given in Note No. 47 of the Financial Statements and the respective director has given a declaration in writing to the Company to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There is no change in composition of Board during the year under review.

Further, during the year under review, Ms. Kirti Pathak, Company Secretary and Compliance Officer has resigned w.e.f. 15^th February 2024.

10. MEETINGS OF THE BOARD AND ITS COMMITTEES:

I. Board Meetings:

The Board meets at regular intervals, inter-alia, to discuss and decide on the Companyâs performance and strategies. During the financial year under review, the Board met Seven times on 22^nd April, 2023, 30^th May 2023, 14^th August, 2023, 2^nd September, 2023, 27^th September 2023, 10^th November 2023 and 13^th February, 2024.

Further details on the Board Meetings are provided in the Corporate Governance Report, which forms part of this Annual Report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

II. Audit Committee:

The Board of Directors has constituted an Audit Committee with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI Listing Regulations.

Further details on the Audit Committee, its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

During the financial year under review, all recommendations made by the Audit Committee were accepted by the Board.

III. Nomination, Remuneration and Compensation Committee:

The Board of Directors has constituted a Nomination, Remuneration Committee (âNRCâ), with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI Listing Regulations.

The NRC has formulated a policy on remuneration under the provisions of Section 178(3) of the Act, and the same is uploaded on the website of the Company at https://www.cteil.com/pdf/Nomination%20Remuneration%20Evaluation%20Policy.pdf.

Further, details on the NRC its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

11. SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from October 1, 2017. The Company is in compliance with the provisions of the same.

12. DISCLOSURE FROM INDEPENDENT DIRECTORS:

All Independent Directors have submitted the declaration of Independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of Independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective Independent judgment and without any external influence. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and hold the highest standards of integrity.

The Independent Directors have also confirmed their registration with the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in compliance with requirements of the Companies (Appointment and Qualification of Directors) Rules, 2014.

13. BOARD EVALUATION:

The evaluation framework for assessing the performance of the Directors of the Company comprises of contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of the Company, amongst others.

Pursuant to the provisions of the Act and SEBI Listing Regulations and in terms of the Framework of the Board Performance Evaluation, the Board of Directors have carried out an annual performance evaluation of the Board as-a-whole, performance of various Committees of the Board, and Individual Directors. A separate meeting of the Independent Directors was also held during the financial year under review for the evaluation of the performance of Non-Independent Directors, performance of the Board as-a-whole. The manner in which the evaluation has been carried out has been set out in the Corporate Governance Report, which forms part of this Annual Report.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure I which forms part of this Report.

15. STATUTORY AUDITORS AND AUDITORSâ REPORT:

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s Ambavat Jain & Associates, LLP, Chartered Accountants, Firm Registration No. 109681W was appointed as statutory auditors of the Company to hold office for one term of 5 years till the conclusion of 42nd Annual General Meeting of the Company.

The Auditors have issued their report on the financial statements for the financial year ended March 31, 2024, with an unmodified opinion. However, the Auditors Report contain few observation w.r.t. audit trail that call for explanation from the Board of Directors.

The replies to the comments of Statutory Auditors in Auditors Report are as follows:-

Remarks given by the Auditor	Boardâs Reply
The feature of recording audit trail (edit log) facility was not enabled throughout the year in the accounting software at Ankleshwar factory level where accounting records in respect of sales have been generated;	We have reviewed the audit observations concerning the audit trail feature. We confirm that the audit trail functionality has now been fully enabled across all our factory systems, in compliance with regulatory requirements. This feature is operational and will remain so to ensure accurate and tamper-proof record-keeping. We remain committed to upholding the highest standards of financial transparency and regulatory compliance.
The feature of recording audit trail (edit log) facility was not enabled until 05-03-2024 in the accounting software at Nasik factory level where accounting records in respect of sales have been generated;	After reviewing the audit function. The feature of recording audit trail has been enabled by the Company and the same will remain so to ensure accurate and tamper-proof record-keeping.
The feature of recording audit trail (edit log) facility was not enabled until 28-06-2023 in the accounting software at Malegaon factory level where accounting records in respect of sales and purchases have been generated;

16. REPORTING OF FRAUD

The Auditors have not reported any fraudulent matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Companies Act, 2013.

17. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s N L Bhatia and Associates, Company Secretaries, to undertake the Secretarial Audit of the Company and to issue Secretarial Audit Report for the financial year ended on 31^st March, 2024.

The Secretarial Audit Report issued by M/s N L Bhatia and Associates for the financial year ended 31st March, 2024 is set out as âAnnexure IIâ to this Report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

18. MAINTENANCE OF COST RECORDS:

The maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules 2014 is not applicable to the Company.

19. CORPORATE SOCIAL RESPONSIBILITY POLICY

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

20. RISK MANAGEMENT:

The requirement of Risk Management Committee under Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 is not applicable to the Company as the same is applicable to top 1000 listed entities. The Company has in a place Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage.

There are no risks which in the opinion of the operating management threaten the existence of your Company.

21. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUECY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. However, this requires up gradation and improvement under new business environment. The Company is constantly improving the quality and implementing more internal financial controls. The Internal Auditor monitors and evaluates operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal auditor, the Audit Committee/ Board initiate corrective action in respective areas and advise the operating people about the action taken on such report and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015. The policy deals with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

23. RELATED PARTY TRANSACTIONS:

During the financial year under review, all transactions entered into by the Company with related parties were in ordinary course of business and at armâs length basis and were not considered material as per the provisions of Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations. Hence, disclosure in form AOC-2 under Section 134(3)(h) of the Act, read with Rule 8 of the Companies (Accounts of Companies) Rules, 2014, is not applicable.

Prior approval of the Audit Committee is obtained for all Related Party Transactions (âRPTsâ) which are of a repetitive nature and entered into in the ordinary course of business and at armâs length. A statement on RPTs specifying the details of the transactions, pursuant to each omnibus approval granted, is placed on a quarterly basis for review by the Audit Committee.

Pursuant to Regulation 23(9) of SEBI Listing Regulations, disclosures of RPTs are submitted to the stock exchanges on a half-yearly basis and published on the Companyâs website at https://www.cteil.com

There were no material transactions entered into with related parties during the period under review, which may have had any potential conflict with the interests of the Company at large. The details of transactions with related parties of the Company for the financial year under review, are given in Note No. 47 to the Financial Statements, which forms part of this Annual Report.

The policy on Related Party Transactions is available on the Companyâs website https://www.cteil.com/pdf/Policv%20on%20dealing%20with%20Related%20Partv%20Transactions.pdf

24. CORPORATE GOVERNANCE

Pursuant to Schedule V of Listing Regulations, Management Discussion and Analysis, Corporate Governance Report and Certificate issued by Secretarial Auditor regarding compliance of conditions of Corporate Governance forms part of the Annual Report. A declaration signed by the Managing Director regarding compliance with the Code of Conduct by the Board Members and Senior Management Personnel also forms part of the Annual Report. Code of Conduct and various other policies are available on the website of the Company.

25. ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the Annual Return of the Company prepared as per Section 92(3) of the Act for the financial year ended March 31, 2024, will available on the Companyâs website and can be accessed at: https://www.cteil.com/pdf/Annual%20Return MGT 7-CTL 23-24.pdf

26. PARTICULARS OF EMPLOYEES:

The Directors sincerely appreciate efforts put in by employees of the Company at all levels and thank them for their contribution in achieving the overall results during the year.

Disclosure pertaining to the remuneration and other details as required under Section 197(2) of the Companies Act 2013 and Rule, 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as âAnnexure IIIâ to this report.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at the workplace. As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formed an Internal Committee to address complaints pertaining to sexual harassment in the workplace. The Company had not received any complaint during the financial year 2023-24.

28. DIRECTORSâ RESPONSIBILITY STATEMENT:

Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by Management and the relevant Board Committees, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2023-24. Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, based on the assurance given of the business operations, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied their recommendations consistently and made judgements and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken 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 Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

vi. they have devised a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNAL

No significant and material orders were passed by the Regulators or the Courts or Tribunals impacting the going concern status and the Companyâs operations in future.

30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

Except as otherwise mentioned in this report, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial year of the Company to which the Financial Statements relates and the date of this report.

There is no other change in the nature of business during the year under review.

31. OTHER DISCLOSURE:

â¢ A Business Responsibility and Sustainability Report as required under Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 is not applicable to the Company as the same is applicable for top 1000 listed entities based on market capitalization.

â¢ Dividend Distribution Policy as required under Regulation 43A of SEBI (Listing Obligations and Disclosures Requirements Regulation, 2015 is not applicable to the Company.

â¢ There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law

Tribunal or other Courts as of 31 March, 2024.

â¢ During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to:

a) issue of equity shares with differential voting rights as to dividend, voting or otherwise;

b) issue of shares (including sweat equity shares) to employees of the Company under any scheme;

c) raising of funds through preferential allotment or qualified institutional placement;

d) instance of one-time settlement with any bank or financial institution.

APPRECIATION:

The Directors place on record their appreciation for the exemplary contribution made by the employees of the Company at all levels. Their dedicated efforts and enthusiasm have been pivotal to the Companyâs growth.

The Board would also like to express sincere appreciation for the continued support from Depositories, Depository Participants, Bankers, Registrars & Transfer Agents, Distributors & Agents, Central and State Governments and other Regulatory Bodies, business associates & other service providers and the Shareholders who have always supported and helped the Company to achieve its objectives.

Mar 31, 2023

Your Directors have pleasure in presenting the 37^th Annual Report together with Audited Financial Statements for the year ended March 31, 2023 of Candour Techtex Limited (Formerly known as Chandni Textiles Engineering Industries Limited). The Financial Results of the Company have been summarized and given below:

1. FINANCIAL HIGHLIGHTS OF THE COMPANY

Particulars	2022-2023	2021-2022
Revenue from Operations	59,63,26,659	1,74,18,97,137
Other Income	4,22,33,013	1,59,39,483
T otal Revenue	63,85,59,672	1,75,78,36,620
Profit before depreciation, finance costs & tax	4,43,92,984	4,53,86,499
Less: Depreciation and Amortisation	1,62,07,305	1,62,65,775
Finance Costs	51,14,144	47,22,265
Profit before exceptional items and tax	2,30,71,535	2,43,98,459
Less: Exceptional Items	-	-
Profit before tax	2,30,71,535	2,43,98,459
Tax Expense
Current tax	40,16,758	41,74,657
Deferred tax	(39,81,741)	27,24,414
Profit after tax	2,30,36,519	1,74,99,387
Balance brought forward from previous year	4,37,03,900	2,61,04,655
Less: Effect of Adoption of IND AS (net of taxes)	-	-
Add: Other comprehensive Income	(1,10,206)	99,858
Balance carried to balance sheet	6,66,30,213	4,37,03,900

2. OPERATIONS OF THE COMPANY

Turnover of the Company has Decreased to Rs. 59,63,26,659/- in the Current Year as compared to Rs. 1,74,18,97,137/- in the Previous Year.

The Profit before tax has Decreased to Rs. 2,30,71,535/- in the Current Year as compared to Rs. 2,43,98,459/- in the Previous Year.

The Net Profit after tax has increased to Rs. 2,30,36,519/- in the Current Year as compared to Rs.1,74,99,387/- in the Previous Year.

3. DIVIDEND:

The Board of Directors ("Boardâ) after assessing the performance, capital position, solvency and liquidity levels of the Company and in order to conserve the resources of Company, your Directors do not recommend any dividend.

The Company has formulated a Dividend Distribution Policy which has been approved by the Board. In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulationsâ) the Dividend Distribution Policy is hosted on the website of the Company at www.cteil.com.

4. TRANSFER TO RESERVES:

The Company had profits Rs. 2,29,26,313/- as at March 31, 2023. An amount of Rs. 2,29,26,313/- is proposed to be retained in the Profit & Loss Account. Other comprehensive figure

5. CHANGE IN NATURE OF BUSINESS. IF ANY:

During the financial year, there has been no change in the business of the Company or in the nature of business carried by the Company during the financial year under review. The Company is exploring the possibility to enter into the technical textile business.

6. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments, if any, affecting the financial position of the Company which have occurred between end of the financial year of the Company to which the Financial Statements relate and the date of the Report.

7. SUBSIDIARIES, IOINT VENTURES AND ASSOCIATE COMPANIES:

As on March 31, 2023, your Company does not have any Subsidiary, Associate or Joint Venture Companies.

8. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS:

There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status and the Company''s operation in future.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Amita Jayesh Mehta, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board of Directors recommends her re-appointment which has been annexed to this report as "Annexure -1".

Mr. Jayesh Ramniklal Mehta has been re-appointed as a Managing Director in the ensuing Annual General Meeting for a period of five years commencing from April 01, 2022 to March 31, 2027. The Board of Directors recommends her re-appointment which has been annexed to this report as "Annexure -1".

None of the Directors is disqualified for appointment/ re-appointment under Section 164 of the Companies Act, 2013. As required by law, this position is also reflected in the Auditor''s Report.

The Composition of the Board, Meetings of the Board held during the year and the attendance of the Directors thereat have been mentioned in the Report on Corporate Governance in the Annual Report.

All Independent Directors have given Declaration of compliance of Rule 6(1) & (2) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended along with the declaration that they meet the Criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.

During the Financial Year 2022 - 2023, there was no change in the Composition of Board of Directors.

As required under Section 203 of the Companies Act, 2013, the Company has noted that Mr. Jayesh Ramniklal Mehta, Managing Director, Mr. Shailesh Pandurang Sankav, Chief Financial Officer and Mrs. Kirti Pathak, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company during the year.

L0. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, Five Board Meetings were conducted i.e. May 30, 2022, August 13, 2022, November 9, 2022, February 13, 2023 and March 31, 2023. All the

Directors were present in the entire Board Meeting for the F.Y. 2022-23. The Composition of the Board and other details relating to the Board Meetings has been provided in the Corporate Governance Report. The gap between two Board Meetings did not exceed 120 days as per Section 173 of the Companies Act, 2013.

11. COMMITTEES:

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 read with Rules framed thereunder viz.,

i) Audit Committee.

ii) Nomination and Remuneration Committee.

iii) Stakeholders Relationship Committee.

The Composition of all such Committees, Number of Meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board.

i) AUDIT COMMITTEE:

As on March 31, 2023 the Audit Committee of the Board of Directors of the Company comprises of 4 (Four) Members namely:

â¢ Mr. Rameshchand Garg - Chairperson.

â¢ Mr. Bharat Sugnomal Bhatia - Member.

â¢ Mrs. Mansi Harsh Dave - Member.

â¢ Mr. Jayesh Ramniklal Mehta - Member.

During the year Four Committee Meetings were held on May 30, 2022, August 13, 2022, November 09, 2022 and February 13, 2023. All the Members were present in all the Four Audit Committee Meeting for the F.Y. ended 2022 - 23.

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

ii) NOMINATION AND REMUNERATION COMMITTEE:

As on March 31, 2023 the Nomination & Remuneration Committee of the Board of Directors of the Company comprises of 4 (Four) Members namely:

â¢ Mr. Bharat Sugnomal Bhatia - Chairperson.

â¢ Mr. Rameshchand Garg - Member

â¢ Mrs. Mansi Harsh Dave - Member.

â¢ Mr.Jayesh Ramniklal Mehta - Member

During the year One Committee Meetings were held on August 13, 2022. All the Members were present in the Nomination & Remuneration Committee Meeting for the F.Y. ended 2022 - 23.

The Board accepted the recommendations of the Nomination & Remuneration Committee whenever made by the Committee during the year.

iii) STAKEHOLDER RELATIONSHIP COMMITTEE:

As on March 31, 2023 the Stakeholder Relationship Committee of the Board of Directors of the Company comprises of 4 (Four) Members namely:

â¢ Mr. Bharat Sugnomal Bhatia - Chairperson.

â¢ Mr. Jayesh R. Mehta - Member

â¢ Mrs. Mansi Harsh Dave - Member.

â¢ Mr. Rameshchand Garg - Member.

During the year Four Committee Meetings were held on May 30, 2022, August 13, 2022, November 09, 2022 and February 13, 2023. All the Members were present in the Stakeholder Relationship Committee Meeting for the F.Y. ended 2022 - 23.

The Board accepted the recommendations of the Stakeholder Relationship Committee whenever made by the Committee during the year.

12. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have given declaration of compliance of Rule 6(1) & (2) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended along with the declaration that they meet the Criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.

The Company convened Independent Director''s Separate Meeting in terms of Schedule IV to the Companies Act, 2013 on February 13, 2023.

13. PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year and there are no outstanding deposits which are pending for repayment.

14. COMPANYâS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Company has been following a policy with respect to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The appointment of Directors on the Board is subject to the recommendation of the Nomination and Remuneration Committee ("NRCâ). Based on the recommendation of the NRC, the remuneration of Executive Director is fixed in accordance with the provisions of the Companies Act, 2013 which comprises of Basic Salary, Perquisites, Allowances and Commission. The Remuneration of Non-Executive Directors comprises of sitting fees in accordance with the provisions Companies Act, 2013.

The criteria for Appointment of Board of Directors and Remuneration Policy of your Company are placed on the website of the Company www.cteil.com.

15. EVALUATION OF BOARD OF DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013, the Nomination and Remuneration Committee formulated the criteria for evaluation of the performance of the Board of Directors, its various Committees constituted as per the provisions of the Companies Act, 2013 and Individual Directors. Based on that, the Board of Directors carried out an Annual Evaluation of its own performance and of its various Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and expressed their satisfaction with its performance and performance of its Committees. The Board of Directors also evaluated the performance of Individual Director on the basis of selfappraisal and expressed their satisfactory performance. The Board of Directors also carried out an Annual Performance Evaluation of its Independent Directors and expressed their satisfaction with their functioning / performance.

16. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company appointed M/s. N L Bhatia & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 2022 - 2023. The Report is attached herewith as "Annexure - II" to the Board''s Report.

There are no qualifications, reservations, adverse remark or disclaimer in the Secretarial Audit Report.

During the year no instances of fraud were reported by the Secretarial Auditors of the Company.

17. ANNUAL RETURN:

The Annual Return for F.Y. 2022 - 2023 is available on the website of the Company at www.cteil.com.

18. AUDITORS:

STATUTORY AUDITORS:

M/s Ambavat Jain & Associates, LLP Chartered Accountants (Firm Registration No.: 109681W) were re-appointed as Statutory Auditors of the Company for a period of Five (5) years till the conclusion of 42^nd Annual General Meeting of the Company.

The Auditors'' Report on Standalone Financial Statements for the F.Y. 2022 - 2023, issued by M/s. Ambavat Jain & Associates LLP, Chartered Accountants, does not contain any qualification, observation, disclaimer, reservation or adverse remark.

During the year no instances of fraud were reported by the Statutory Auditors of the Company as per Section 142(12) of the Companies Act, 2013.

19. STATUTORY AUDITORS REPORT:

The Auditors Report on Standalone Financial Statements for the F.Y. 2022 - 2023 issued by M/s. Ambavat Jain & Associates, LLP Chartered Accountants, does not contain any qualification, observation, disclaimer, reservation or adverse remark.

20. PARTICULARS OF LOAN GIVEN. INVESTMENTS MADE. GUARANTEE GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE ACT:

The details of investments covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in Note No.4 to the Financial Statements. The Company has not given any loans and guarantees under Section 186 of the Act during the F.Y. 2022 - 2023.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of Contracts or Arrangements entered into by the Company with Related Parties referred to in Sub - Section (1) of Section 188 of the Companies Act, 2013 are disclosed in Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure - III" to this report. All Related Party Transactions are presented to the Audit Committee and the Board. The Company has framed a Policy on Related Party Transactions. The Policy on Related Party Transaction can be accessed on the website of the Company www.cteil.com.

22. RISK MANAGEMENT:

The Company has a Risk Management framework for identification, assessment and mitigation of risks. This framework essentially creates transparency and minimizes the risk and adverse impact on the business objectives and enhances the Company''s competitive edge. This frame work consists of various risk models helping in indentifying risk, risk trends, exposure and potential influence analysis is separately for various business segments and at various levels of the Company.

Based on the operations of the Company new risks, if any, are identified, appropriate steps are taken to mitigate them. Our internal control encompasses various management system, structures of organisation, standard and code of conduct which all put together help in managing the risks associated with the Company.

23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has a proper and adequate system of Internal Controls. This ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorised, recorded and reported correctly. An extensive programme of Internal Audits and Management reviews supplements the process of internal control. Properly documented policies, guidelines and procedures are laid down for this purpose. The Internal Control System has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. The Company has in placed adequate Internal Financial Controls with reference to Financial Statements.

In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, it is hereby confirmed that the Internal Financial Controls are adequate with reference to the Financial Statements.

24. ESTABLISHMENT OF VIGIL MECHANISM:

In pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism / Whistle Blower Policy is available on the website of the Company www.cteil.com.

25. CORPORATE GOVERNANCE :

A Report on Corporate Governance along with a Certificate from Practicing Company Secretary of the Company confirming of Corporate Governance requirements as stipulated under Regulation 27 of SEBI (LODR) Regulations, 2015 forms part of this Annual Report.

26. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013:

The Company has in place Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has provided a safe and dignified work environment for employee which is free of discrimination. The objective of this Policy is to provide Protection against Sexual Harassment of Women at Workplace and for Redressal of any such complaints of Harassment.

Pursuant to requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder, it is hereby declared that the Company has not received any complaint of Sexual Harassment during the year.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO AS STIPULATED UNDER SECTION 134(3) (M) OF THE COMPANIES ACT. 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES. 2014:

(a) Conservation of Energy :

Technology up gradation, modernization, and the introduction of control instrumentation are practiced realizing the full potential of energy conservation in our organization. The Company does a continual improvement for optimum utilization of resources to ensure minimize consumption of energy, water, natural resources while maximizing production volumes in eco friendly manner.

(b) Technology Absorption:

Your Company has not imported any technology for manufacture of textiles yarn or plastic crates.

(c) Foreign Exchange Earnings and Outgo:

	FY 2022 - 2023	FY 2021 - 2022
Total Foreign Exchange Outgo	NIL	NIL
Total Foreign Exchange Earned (FOB)	NIL	NIL

28. PARTICULARS OF EMPLOYEES:

Information as required under the provisions of Section 197 of the Act, read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in "Annexure - IV" to the Director''s Report. There are no employees employed throughout the financial year that was in receipt of remuneration of Rs. 1.02 Crores or more, or employed for part of the year and in receipt of Rs. 8.5 Lakhs or more a month, as mentioned under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34 of SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of this Annual Report attached as "Annexure - V".

30. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING IN SECURITIES:

During the year, Company has amended the Code of Conduct for Prevention of Insider Trading in Securities ("Codeâ) in accordance with SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018, which is effective from April 01, 2019. The amended Code is uploaded on the website of the Company. The objective of the Code is to protect the interest of shareholders at large, to prevent misuse of any Unpublished Price Sensitive Information ("UPSIâ) and to prevent any insider trading activity by dealing in shares of the Company by its Directors, Designated Persons and Employees.

Further, the Company has maintained Structured Digital Database (âSDDâ) under Regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015 for capturing and maintain the trail of sharing UPSI of the Company with the Designated Persons.

31. REPORTING OF FRAUD BY THE AUDITORS:

Pursuant to the provisions of Section 143 (12) of the Companies Act, 2013, no instance of fraud has been reported by the Auditors against the Company.

32. INSIDER TRADING CODE:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the Company has formulated a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (âFair Disclosure Codeâ) which are in force. The Fair Disclosure Code is available on the website of the Company at www.cteil.com.

33. COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS:

The Company has complied the applicable provisions of Secretarial Standards i.e. SS - 1 and SS -2, issued by Institute of Company Secretaries of India and approved by the Central Government under Section 118 (10) of the Act during the year under Report.

34. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid Annual Listing Fees for the year 2023 - 2024 to both the Stock Exchanges i.e. The BSE Limited and The Metropolitan Stock Exchange of India Limited where the Company''s shares are listed.

35. DIRECTORS RESPONSIBILITY STATEMENT:

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

(a) In the preparation of the Annual Accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures.

(b) The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the March 31, 2023 and of its profit for the year.

(c) The Directors have taken proper and sufficient care 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.

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

(e) The Directors have laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and were operating effectively, and

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

36. CAUTIONARY STATEMENT:

Statements in Annual Report, including those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations, may constitute ''forward looking statements'' within the meaning of applicable Laws and Regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

37. ACKNOWLEDGEMENTS:

The Directors wish to convey their appreciation to all employees for their enormous efforts at the individual level as well as their collective contribution to the Company''s performance. The Directors would also like to thank the Shareholders, Customers, Dealers, Suppliers, Bankers, Government and all the Other Business Associates for the continuous support given by them to the Company and their confidence in Management.

For and on behalf of Board of Directors Candour Techtex Limited

Sd/-

Jayesh Ramniklal Mehta

Date: August 14, 2023. Managing Director

Place: Mumbai DIN: 00193029

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting the 32^nd Annual Report together with Audited Financial Statements for the year ended 31^st March, 2018. The Financial Statements have been prepared after giving accounting effect to the demerger of the business of CHANDNI TEXTILES ENGINEERING INDUSTRIES LIMITED (i.e. Engineering Division) along with a wholly-owned subsidiary company of your company CHANDNI MACHINES PRIVATE LIMITED. The Financial Results of the Company have been summarized and given below:

FINANCIAL PERFORMANCE

(Rs. In Lacs)

	2017-2018	2016-2017
Revenue from operations	4904.35	5393.79
Other Income	107.81	88.10
Total Revenue	5021.16	5481.89
Profit before depreciation, finance costs & tax	259.52	114.42
Less: Depreciation	57.77	50.62
Finance Costs	3.68	3.70
Profit before tax	198.07	60.10
Tax Expense
Current tax	40.61	10.24
Deferred tax	15.65	5.76
Wealth tax	0.00	0.00
Profit after tax	141.81	44.10
Balance brought forward from previous year	53.09	8.99
Less: Profit of demerged undertaking from appointed date (01/04/2016 to 31/03/2017) transferred to CMPL	(55.02)	-
Balance carried to balance sheet	139.88	53.09

FINANCIAL HIGHLIGHTS

During the year under review, the turnover of the company has decreased from 5393.78 lacs as compared to previous year to 4904.35 lacs in the current year. The Profit before tax has increased from 60.10 lacs in the previous year to 198.07 lacs in the current year. The Net Profit increased from 44.10 lacs in the previous year to 141.82 lacs in the current year.

DIVIDEND

In order to conserve the resources of Company, your Directors do not recommend any dividend.

SCHEME OF ARRANGEMENT / DEMERGER

Scheme of Arrangement (âSchemeâ) between Chandni Textiles Engineering Industries Limited (âDemerged Companyâ) and Chandni Machines Limited (âResulting Companyâ) and their respective shareholders. Pursuant to the Scheme of Arrangement under section 230 to 232 read with Section 52 and 66 of the Companies Act, 2013 as sanctioned by the Honâble National Company Law Tribunal bench at Mumbai on 21^st January, 2018, the Demerged Company i.e. Engineering Division of Chandni Textiles Engineering Industries Limited has been transferred and vested in the Resulting Company on a going concern basis with effect from July 01, 2016 i.e. the appointed date under the Scheme.

The Scheme of Arrangement became effective on 24^th January, 2018, being the last date on which all the conditions and approvals referred to in the Scheme have been fulfilled / obtained and therefore, the effect of the Scheme was considered in the financial statements of the company for the year ended 31^st March, 2018. In terms of the Scheme, the business and transactions of demerged undertaking were carried on and held by the Demerged Company in trust for and on account of the Resulting Company from the appointed date till the Scheme became effective. Pursuant thereto, all assets and liabilities have been transferred to the Resulting Company at their respective book values on the appointed date and duly adjusted by subsequent transactions carried on in trust.

Also, the profit or income accruing or expenditure or loss arising or incurred relating to the business of demerged undertaking from the appointed date are treated as the profit or income or expenditure or loss, as the case may be, of the Resulting Company. The Scheme has accordingly been given effect to in the accounts for the current year. As per the Scheme, the Resulting Company will issue equity shares in the ratio of 1:5 to the shareholders of the Demerged Company.

REORGANISATION OF SHARE CAPITAL

As per the Scheme of Arrangement the Securities Premium Account of the Demerged Company will be reduced from Rs. 3, 22, 74,330 divided into 32, 27, 433 equity shares of Rs. 10/- each in the ratio of 1:5 i.e. 1 equity shares of Chandni Machines Limited (CML) of Rs. 10/- each fully paid up for every 5 equity shares of Chandni Textiles Engineering Industries Limited (CTEIL) of Rs. 10/- each fully paid up on the Record date of 20^th August, 2018.

ALLOTMENT OF SHARES BY THE RESULTING COMPANY

Chandni Machines Limited (CML), the Resulting Company will allot and issue to the shareholders of Chandni Textiles Engineering Industries Limited (CTEIL), the Demerged Company 1 (One) Equity Shares of Rs. 10/each fully paid up for every 5 (Five) Equity Shares of Rs. 10/- each held by the shareholders of the record date. Accordingly, 32,27,433 equity shares of Rs. 10/- will be allotted and issued by Chandni Machines Limited which will be adjusted from Securities Premium Account as per the Scheme of Arrangement and after rounding off the fraction to the nearest integer.

The existing Equity Share capital for an amount of Rs. 1, 00, 000/- represented by 10,000 Equity Shares of Rs. 10/- each held by Chandni Textiles Engineering Industries Limited in Chandni Machines Limited (Formerly known as âChandni Machines Private Limitedâ), will be cancelled and shareholders holding 10,000 Equity Shares of Rs. 10/- each of the Resulting Company on the effective date shall not be issued or allotted any new shares by the Resulting Company or by the Demerged Company against such shares upon such cancellation. Consequently, Chandni Machines Limited will cease to be the Wholly Owned Subsidiary Company of Chandni Textiles Engineering Industries Limited.

TRANSFER TO RESERVES

An amount of Rs. 139.88 lacs is proposed to be retained in the Profit & Loss Account.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Management Discussion & Analysis forms part of the Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments affecting the financial position of the Company, except transfer of assets and liabilities for giving effect to the order from National Company Law Tribunal, Division Bench, Mumbai was recorded after Demerger pursuant to the Scheme of Arrangement to the close of the Financial Year.

PUBLIC DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review and there are no outstanding deposits which are pending for repayment.

CORPORATE GOVERNANCE

In line with requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 your Company is committed to the principles of good Corporate Governance and continues to adhere good corporate governance practices consistently.

A separate section is given on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance with conditions of Corporate Governance, as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

None of the Directors is disqualified for appointment/ re-appointment under Section 164 of the Companies Act, 2013. As required by law, this position is also reflected in the Auditorâs Report.

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under Section 149(6) of the Companies Act, 2013.

Ms. Gayatri Valan resigned as Company Secretary & Compliance Officer of the company with effect from 14^th December, 2017.

Ms. Khushboo Shah was appointed as Company Secretary and Compliance Officer of the company in its Board Meeting held on 11^th January, 2018.

The Composition of the Board, meetings of the Board held during the year and the attendance of the Directors thereat have been mentioned in the Report on Corporate Governance in the Annual Report.

As required under Section 203 of the Companies Act, 2013, the Company has noted that Mr. Jayesh Ramniklal Mehta, Managing Director; Mr. Shailesh Pandurang Sankav, Chief Financial Officer and Ms. Khushboo Shah, Company Secretary are the Key Managerial Personnel of the Company.

EVALUATION OF BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Independent Directors at their meeting without participation of Non-Independent Directors and management considered and evaluated the Boardsâ performance, performance of the Directors.

The Board has carried out an annual evaluation of its own performance and performance of the individual Directors as well as the Committee of Directors.

FAMILIARIZATION PROGRAMME

The details of programs for familiarization of Independent Directors with the Company, their roles, responsibilities in the Company and related matters are put up on the website of the company at the link http://www.cteil.com/ pdf/Familiarization%20Program%20of%20Independent%20Directors.pdf

POLICY ON NOMINATION AND REMUNERATION COMMITTEE

The objective of the Policy:

(a) To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

(b) To determine remuneration based on the Companyâs size and financial position and trends and practices on remuneration prevailing in peer companies.

(d) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

The Company for the year under review has not paid any remuneration by way of sitting fees to Non-Executive Directors.

AUDIT COMMITTEE

The Company has in place a Board Level Audit Committee, in terms of the requirements of the Companies Act, 2013 read with rules made thereunder and Regulation 18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the details in respect of which are given in Corporate Governance Report. Further, there has been no instance where the Board of Directors has not accepted the recommendation of Audit Committee.

VIGIL MECHANISM

The Vigil Mechanism Policy of the Company, which also incorporates a Whistle Blower Policy in terms of the Listing Agreement/ SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for directors and employees to report concern about unethical behavior, actual or suspected fraud. Protected disclosures can be made by a whistle blower in writing to the Whistle Officer and under the said mechanism; no person has been denied access to the Chairman of the Audit Committee.

The Vigil Mechanism Policy may be accessed on the Companyâs website at the link http://www.cteil.com/pdf/ Vigil%20Mechanism%20or%20Whistle%20Blower%20Policy.pdf

NUMBER OF MEETINGS OF THE BOARD

During the year under review, five Board Meetings were conducted. The details of the same have been given in the Corporate Governance Report under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forming part of this Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year, the Company has not entered into any contracts/ arrangements with a related party as specified under Section 188 of the Companies Act, 2013 except for the payment of remuneration to Managing Director and Key Managerial Personnel. Hence, reporting under AOC-2 is not required. The policy materiality of related party transactions and dealing with related party transactions is available on the Companyâs website at the link:

http://www.cteil.com/pdf/Policy%20on%20Related%20Party%20Transactions.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of investments covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the Note No. 4 to the Financial Statements. The Company has not given any loans and guarantees under Section 186 of the Act during the Financial Year 2017-2018.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, no reportable material weakness in the design or operation was observed in the internal financial controls.

RISK MANAGEMENT POLICY

Pursuant to section 134(3) (n) of the Companies Act, 2013 and Regulation 21 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company has formulated a Risk Management Policy to mitigate the risks. Major risks identified by each of the businesses and functions are systematically addressed through mitigation actions on a continuing basis and are reported periodically to the Audit Committee and the Board. The details of the Risk Management functions are covered in the Corporate Governance Report.

STATUTORY AUDITORS

As per Section 139 of the Companies Act, 2013, M/s Ambavat Jain & Associates, LLP Chartered Accountants (Firm Registration No. : 109681W) were appointed as Statutory Auditors of the Company for a period of Five (5) years till the conclusion of Thirty Sixth Annual General Meeting of the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company appointed M/s Ajay Anil Thorat & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 20172018. The report is attached herewith as Annexure - I to the Boardâs Report.

M/s Ajay Anil Thorat & Associates, Practicing Company Secretaries, in their Secretarial Audit Report have made certain qualifications. The auditorâs qualifications and Boards explanation thereto are summarized as under:

	Auditors Qualifications	Boardâs explanation
1.	In Form AOC-4 XBRL for FY 2016-17, date of Board Resolution is written as 29/09/2017 (which is in fact date of AGM).	It should be the date of Board Resolution i.e. 30^th May, 2017, the company inadvertently wrote the date of AGM, however the e-form has been approved without any error.
2.	Internal Auditor has been appointed in the last quarter of the financial year; however, Form MGT-14 for appointment of Internal Auditor has not been filed.	Company has filed MGT-14 with a late fee, however, Internal Auditor was appointed during the Financial Year 2017-2018 and Internal Auditor has given report for entire year.
3.	For certain remarks of us pertaining to earlier years report which was written by us in italic font, however, in the final printed and filed report the said remarks were not printed in italic fonts.	The Secretarial Audit Report was incorporated in the last yearâs Annual Report as it is. However, some remarks which were in italic font were printed normally. The company will take care in future.
4.	In NCLT order, point no 10 page no 5, it is written as conversion of public company into private company, however, as per me it should be vice-versa.	Order was received from Honâble National Company Law Tribunal though it is obvious that a private limited company will be converted into public limited company and the same is mentioned in the Scheme of Arrangement.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS

There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status and the Companyâs operation in future.

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

a) Conservation of Energy

i. Inspite of not being intensive, your Company enforces strict discipline in reducing power consumption

ii. Idle running of machinery consuming high power is restricted to the loading and unloading cycles of the respective machines.

b) Technology Absorption

Your Company has not imported any technology for manufacture of machinery.

c) Foreign Exchange Earnings and Outgo

	FY 2017-2018	FY 2016-2017
Total Foreign Exchange Outgo	2,01,95,085	23,49,052
Total Foreign Exchange earned (FOB)	NIL	4,86,281

EXTRACT OF ANNUAL RETURN

In accordance with Section 134 (3) (a) along with Section 92(3) of The Companies (Amendment) Act, 2017 the details forming part of the Extract of Annual Return in Form MGT-9 is annexed herewith as Annexure -II to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure III.

There are no employees employed throughout the financial year who was in receipt of remuneration of INR 1.02 crore or more, or employed for part of the year and in receipt of INR 8.5 lakh or more a month, as mentioned under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013 with respect to Directorâs Responsibility Statement, it is hereby confirmed that in the preparation of the Annual Accounts:

- The applicable accounting standards had been followed along with proper explanation relating to material departures have been given;

- 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 31^st March, 2018 and of its profit for the year;

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

- The annual accounts have been prepared on a going concern basis;

- The directors have laid down internal financial controls to be followed by the Company. Internal Financial Controls are adequate and were operating effectively;

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

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

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the timely assistance and help extended by the Bankers for having provided the required bank facilities. Your Directors wish to place on record their appreciation of the contributions made by the employees at all levels for the continued good performance of your company.

For and on behalf of the Board of Directors

Jayesh R. Mehta

Place: Mumbai (DIN:00193029)

Date: 14^th August, 2018 Chairman & Managing Director

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report together with Audited Financial Statements for the year ended 31st March, 2015:

1. Financial Results: In Lacs

2014-2015 2013-2014

Revenue from operations 2633.25 1323.60

Other Income 116.68 89.00

Total Revenue 2749.93 1412.60

Profit before depreciation, (93.08) 60.30 finance co sts & tax

LessDepreciation 32.22 21.30

Finance Costs 8.81 4.19

Profit before tax & (134.11) 34.80 exceptional items

Less Exceptional ite ms 141.58 16.45

Profit before tax 7.47 18.35

Tax Expense _

Current tax 0.00 0.00

Deferred tax 1.51 6.20

Wealth tax 0.13 0.00

Profit after t ax 5.83 12.15

Balance brought forward 23.78 11.63 from previous year

Less : - Adjustments 1.85 21.93 relating to fixed assets

Balance carried to 27.76 23.78 balance sheet

2. Results of Operation and State of Company's Affairs

During the year under review, the turnover of the company has increased to Rs. 2633.25 lacs in the current year from Rs. 1323.60 in the last year. The Profit before tax has decreased from Rs. 18.35 lacs in the previous year to Rs. 7.47 lacs in the current year. The Net Profit decreased from Rs. 12.15 lacs in the previous year to Rs. 5.83 in the current year. A detailed analysis of performance for the year has been covered in the Management Discussion and Analysis, which forms part of the Annual Report.

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

There has not been any change in the nature of business of the company.

3. Dividend

In order to conserve the resources of Company, your Directors do not recommend any dividend.

4. Transfer to Researves

An Amount of Rs. 27.76 lacs is proposed to be retained in Profit & Loss Account.

5. Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with BSE, is presented in a separate section forming part of the Annual Report.

6. Directors Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013 with respect to Director's Responsibility Statement, it is hereby confirmed that in the preparation of the Annual Accounts:

a. The applicable accounting standards had been followed along with proper explanation relating to material departures have been given;

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

c. Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis;

e. The directors have laid down internal financial controls to be followed by the Company. Internal Financial Controls are adequate and were operating effectively;

f. Proper Systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under the Listing Agreement forms part of this Annual Report. The requisite certificate from Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

8. Internal Financial Controls

The Company has in place adequate internal financial controls with reference to the financial statements. During the year no reportable material weakness in the design or operation were observed.

9. Risk Management

The Board has been entrusted with the responsibility to oversee and approve the Company's enterprise wide risk management framework and oversee that all the risks that the organization faces have been indentified and assessed. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

10. Directors and Key Managerial Personnel

I. Retirement by Rotation

In accordance to the provisions of section 152 (6) of Companies Act, 2013 and the Articles of Association of the Company, Mrs. Amita J. Mehta, Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment. The Board recommends her re-appointment.

ii. Independent Directors

The Independent Directors have submitted their declaration of independence, as required pursuant to provisions of section 149 (7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section 6.

iii. Profile of Director Seeking re-appointment

As required under clause 49 of the Listing Agreement, particulars of a Director retiring by rotation and seeking re-appointment as Director at the ensuing Annual General Meeting is annexed to the notice is convening 29th Annual General Meeting.

iv. Key Managerial Personnel

The following persons were designated/ appointed as Key Managerial Personnel during the year:

1) Mr. Jayesh R Mehta, Chairman and Managing Director

2) Mr. Shailesh P Sankav, Chief Financial Office

3) Ms. Gayatri Valan, Company Secretary

v. Board Evaluation

During the year, the Board has carried out evaluation of its performance, its committees and individual directors, including the Chairman of the Board. The Board has evaluated the composition of Board, its Committees, experience and expertise, performance of obligations etc. Performance of individual Directors and the Board Chairman was also carried out in terms of attendance, contribution to the meetings, timely availability of the documents/agenda etc. Directors were satisfied with the evaluation on different criteria.

vi. Familiarization Programme

The details of programmes for familiarization of Independent Directors with the Company, their roles, responsibilities in the Company and related matters are put up on the website of the company at the link http://www.cteil.com/pdf/Familiarization%20Program%20of%20Independent%20 Directors.pdf

Vii.Nomination of Remuneration Policy

The Objective of the Policy

a. To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

b. To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies.

c. To carry out evaluation of the performance of Directors

d. To retain, motivate and promote talent and to ensure long term sustainability of talenrted managerial persons and create competitive advantage.

11. Auditors and Auditors Report

M/s Chandan Parmar & Co., Chartered Accountants, Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that if re-appointed it would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Board has duly reviewed the Statutory Audit Report on the Accounts. The observations and comments, appearing in the Auditors' Report are self explanatory and do not call for any further clarification/ comments. The Auditors report does not contain any qualification, reverse or adverse remark.

12. Secretarial Auditor

Pursuant to provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s Ajay Anil Thorat & Associates, Company Secretaries, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2014-2015. The Secretarial Audit Report is annexed herewith marked as Annexure I to this Report. The Board has duly reviewed the Secretarial Audit Report and the observations and comments, appearing in the report are self explanatory.

Clarifications on comments by Secretarial Auditor

a) The Company has an Internal Auditor.

b) Pending clarification of rules, there was a delay in filing Form MGT- 15. The said form will be filed by paying the prescribed fees.

c) The Company will look into the matter regarding satisfaction of charge at the earliest.

d) Managing Director was duly appointed for a term of five years vide special resolution dated 26th September, 2012 at the Annual General Meeting. Due to the enactment of the New Companies Act, 2013, the Company will included the resolution for appointment of Managing Director in this year's notice convening the 29th Annual General Meeting for shareholders approval.

e) The adoption of new set of Articles of Association pursuant to Companies Act, 2013 will be considered by way of Postal Ballot. As all the provisions of the Companies Act, 2013 were not notified, the company decided to prolong the process.

f) The Board of Directors had passed a resolution for investment of funds of the Company as per the Companies Act, 1956 however due to the enactment of Companies Act, 2013, a fresh board resolution was passed on 13.02.2015 ratifying the investments done with effect from 1.04.2014.

g) Company will take proper care to mention the DIN in all concerned documents.

h) The form for Appointment of Secretarial Auditor will be filed by paying the prescribed fees.

I) The Company already had Mr. Shailesh Sankav as Vice-President Finance who was incharge of the Financial Operations in the Company; he was re-designated as Chief Financial Officer to comply with the section 203 of the Companies Act. The existing Company Secretary of the Company had resigned and the Company had been searching for a suitable candidate for the post. All reasonable efforts to comply with the provision of the Act were taken. As soon as a suitable candidate was identified, the post was filled.

13. Disclosures

Audit Committee

The Audit Committee comprises of Mr. R.C. Garg as the Chairman and Dr. Bharat Bhatia & Mr. V.G. Joshi as the members. More details on the Committee are given in the Corporate Governance Report.

Vigil mechanism

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy on Vigil Mechanism/ Whistle Blower Policy may be accessed on the Company's website at the link http://www.cteil.com/pdf/Vigil%20Mechanism%20or%20Whistle%20Blower%20Pol icy.pdf.

Meetings of the Board

During the year five Board Meetings were convened and held, the details of which are given in the Corporate Governance Report, which is part of this Annual Report.

Contracts and Arrangements with Related Parties

There were no contracts or arrangements with the related parties except for payment of remuneration to Managing Director and KMP. The Policy on Related Party Transaction may be accessed on the Company's website at the link http://www.cteil.com/pdf/Policy%20on%20Related%20Party%20Transactions%20 Policy.pdf

Particulars of loans, guarantees or investments

No Loans or guarantees have been given by the Company and the details of investments made are given in the notes to the Financial Statements.

14. Conservation of Energy, technology Absorption, Foreign Exchange Earnings and Outgo

a) Conservation of Energy

I. Inspite of not being power intensive, your company enforces strict discipline in reducing power consumption

ii. Idle running of machinery consuming high power is restricted to the loading and unloading cycles of the respective machines.

b) Technology Absorption

Your Company has not imported any technology for manufacture of machinery.

c) Foreign Exchange Earnings and Outgo

FY 2014-15 FY 2013-14

Total Foreign Exchange Outgo 71,31,014 94,36,334

Total Foreign Exchange earned (FOB) 6,21,293 12,41,634

15. Extract of Annual Return

The relevant information in the prescribed form MGT-9 pertaining to annual return is attached to this report as Annexure II.

16. Particulars of Employees and related disclosures

The information required under section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure III.

There are no employees in receipt of the remuneration exceeding the limit prescribed under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

17. General

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

a) Details relating to Deposits covered under Chapter V of the Companies Act, 2013

b) Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

c) Issue of Sweat Equity Shares or Stock Option to employees of the Company.

d) No significant and material orders were passed by the regulators or courts or tribunals which impacts the going concern of status and Company's operation in future.

Yours directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

18. Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Members, Company's Bankers HDFC Bank Ltd, Union Bank of India and Bank of India, suppliers, vendors, customers during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board of Directors Place: Mumbai Jayesh R. Mehta Date: 29th May, 2015 Chairman & Managing Director

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report together with Audited Financial Statements for the year ended 31st March, 2014

Performance Highlights :

(in Lacs)

2013-2014 2012-2013

Revenue from operations 1323.60 1867.54

Other Income 89.00 99.51

Total Revenue 1412.60 1967.05

Profit before depreciation, finance costs & tax 60.30 76.39

Less: Depreciation 21.31 14.07

Finance Costs 4.19 6.73

Profit before tax & exceptional items 34.80 55.59

Less : Exceptional items 16.45 52.97

Profit after tax & exceptional items 18.35 2.62

Tax Expense

Current tax 0.00 8.53

* Deferred tax 6.20 (9.69)

Profit after tax 12.15 3.78

Balance brought forward from previous year 11.63 7.85

Balance carried to balance sheet 23.78 11.63

Dividend

In order to conserve the resources, your Directors do not recommend any dividend.

Operations Review

During the year under review, the turnover of the Company has decreased from Rs.1867.54 lacs in the previous year to Rs.1323.60 lacs in the current year. However, the profits before tax have increased from Rs.2.62 lacs in the previous year to Rs.18.35 lacs in the current year. The Velvet manufacturing plant is working at full capacity and the Company proposes to treble the capacity.

Insurance

The Company has made necessary arrangement for adequately insuring its insurable assets.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Out Go:

A) Conservation of Energy:

I) Inspite of not being power intensive, your Company enforces strict discipline in reducing power consumption even for its auxiliary services.

ii) Idle running of machinery consuming high power is restricted to the loading and unloading cycles of the respective machines.

B) Technology Absorption:

Your Company has not imported any technology for manufacture of machinery

C) Foreign Exchange Earnings and out go :

(In Rupees )

FY 2013-14 FY 2011-12

Total Foreign Exchange outgo 94,36,334 2,56,73,626

Total Foreign Exchange earned (FOB) 12,41,634 9,21,659

Employee

There is no employee in receipt of the remuneration exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975

Directors

Mr. J. R. Mehta, Managing Director of the Company retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for reappointment.

Your Directors recommend the re-appointment Mr J. R. Mehta as a Managing Director of the Company.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, the Board of Directors is seeking appointment of Mr. R. C. Garg, Dr. Bharat Bhatia and Mr. V. G. Joshi as Independent Directors for a term of five consecutive years upto the conclusion of the 33rd Annual General Meeting in the calender year 2019. Details of the proposal for appointment of Mr. Garg, Dr. Bhatia and Mr. Joshi are mentioned In statement pursuant to Section 102 of the Compaines Act, 2013 in the Notice of Annual General Meeting. The aforesaid directors fulfill the conditions specified tin the Companies Act, 2013 and rules made thereunder for their appointment as Independent Directors. The Board is of the opinion that their continued association as independent Directors shall immensely benefit the Company. Accordingly, the Board recommends their appointment as independent directors by the shareholders upto the conclusion of the 33rd Annual General Meeting in the calender year 2019.

Information pertaining to these Directors is given in Corporate Governance Section which forms part of this annual report.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that in the preparation of the Annual Accounts :

a) The applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given ;

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

c) Proper and sufficient care has been taken 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 accounts have been prepared on a going concern basis;

Corporate Governance

Our Company has complied with the applicable provisions of Corporate Governance as prescribed in the revised clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report alongwith certificate from M/s. Chandan Parmar & Co, Auditors of the Company.

Auditors

The Auditors M/s. Chandan Parmar & Co retire at the ensuing Annual General Meeting and are eligible for re- appointment.

Acknowledgement

Your Directors thank the Shareholders, Company''s Bankers HDFC Bank Ltd, Union Bank of India and Bank of India, suppliers, valued customers and employees at all levels for their continued co-operation and assistance during the year.

On behalf of the Board

Place : Mumbai Mr. J. R. Mehta, Date : 26th May, 2014 Chairman & Managing Director

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 27th Annual Report together with Audited Financial Statements for the year ended 31 st March, 2013.

Performance Highlights:

(Rs. in Lacs)

B) Technology Absorption:

Your Company has not imported any technology for manufacture of machinery.

Employee

There is no employee in receipt of the remuneration exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975

Directors

Mr. R.C. Garg, Director of the Company retires by rotation and is eligible for reappointment which your Directors recommend. Information pertaining to Mr. R. C. Garg is given in Corporate Governance Section which forms part of this annual report.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that in the preparation of the Annual Accounts :

a) The applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given ;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and its profit for that year;

c) Proper and sufficient care has been taken 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 accounts have been prepared on a going concern basis;

Corporate Governance

Our Company has complied with the applicable provisions of Corporate Governance as prescribed in the revised clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report alongwith certificate from M/s. Chandan Parmar & Co, Auditors of the Company.

Auditors

The Auditors M/s. Chandan Parmar & Co retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Acknowledgement

Your Directors thank the Shareholders, Company''s Bankers HDFC Bank Ltd, Union Bank of India and Bank of India, suppliers, valued customers and employees at all levels for their continued co-operation and assistance during the year.

On behalf of the Board

Place : Mumbai

Date : 28th May, 2013 Chairman

Mar 31, 2012

The Directors have pleasure in presenting the 26th Annual Report together with Audited Financial Statements for the year ended 31st March, 2012.

Performance Highlights :

(Rs. in Lacs)

2011-2012 2010-2011

Revenue from operations 7336.57 7169.74

Other Income 101.93 106.76

Total Revenue 7438.50 7276.50

Profit before depreciation, finance costs & tax 62.51 630.40

Less : Depreciation 14.06 13.64

Finance Costs 11.64 5.25

Profit before tax & exceptional items 36.81 611.51

Add :Exceptional items 30.11 (6.50)

Profit after tax & exceptional items 66.92 605.01

Tax Expense

- Current tax 25.00 149.00

- Deferred tax 6.18 57.33

- Tax of earlier years (0.81) 0.85

Profit after tax 36.54 397.83

Balance brought forward from previous year (28.69) (426.52)

Balance carried to balance sheet 7.85 (28.69)

Dividend

In order to conserve the resources, your Directors do not recommend any dividend.

Operations Review

During the year under review, the turnover of the Company has increased from Rs.7169.74 lacs in the previous year to Rs.7336.57 lacs in the current year. However, the profits after tax have decreased from Rs.397.83 lacs in the previous year to Rs.36,54 lacs in the current year due to the decrease in turnover of the Engineering Division from Rs.1851.27 lacs in the previous year to Rs. 548.01 lacs in the current year mainly due to high import cost and refurbishing cost.

Insurance

The Company has made necessary arrangement for adequately insuring its insurable assets.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Out Go:

A) Conservation of Energy:

i) Inspite of not being power intensive, your Company enforces strict discipline in reducing power consumption even for its auxiliary services.

ii) Idle running of machinery consuming high power is restricted to the loading and unloading cycles of the respective machines.

B) Technology Absorption:

Your Company has not imported any technology for manufacture of machinery

Employee

There is no employee in receipt of the remuneration exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975

Directors

Mr. Jayesh Mehta has been re-appointed as Managing Director of the Company for a period of five (5) years w.e.f 1st April, 2012, subject to the approval of the shareholders at the ensuing Annual General Meeting.

Dr. Bharat Bhatia, Director of the Company retires by rotation and is eligible for reappointment.

Your Directors recommend the re-appointment of Mr. Jayesh Mehta as Managing Director and Dr. Bharat Bhatia as a Director of the Company.

Information pertaining to these Directors is given in Corporate Governance Section which forms part of this annual report.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that in the preparation of the Annual Accounts :

a) The applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given ;

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

c) Proper and sufficient care has been taken 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 accounts have been prepared on a going concern basis;

Corporate Governance

Our Company has complied with the applicable provisions of Corporate Governance as prescribed in the revised clause 49 of the

Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report alongwith certificate from M/s Chandan Parmar & Co, Auditors of the Company.

Auditors

The Auditors M/s. Chandan Parmar & Co retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Acknowledgement

Your Directors thank the Shareholders, Company's Bankers HDFC Bank Ltd, Union Bank of India and Bank of India, suppliers, valued customers and employees at all levels for their continued co-operation and assistance during the year.

On behalf of the Board Chairman

Place : Mumbai Date : 30th May, 2012

Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the 25th Annual Report together with Audited Statement of Accounts for the year ended 31 st March, 2011.

Performance Highlights:

( Rs. in Lacs)

2010-2011 2009-2010

Sales & other income 7343.41 4302.70

Profit before depreciation, interest & tax 630.40 221.52

Less: Depreciation 13.64 12.66

Interest 5.25 10.16

Profit before tax & exceptional items 611.51 198.70

Less: Exceptional items 6.50 (5.22)

Profit after tax & exceptional items 605.01 203.92

Provision for tax Current tax 149.00 13.10

Deferred tax Liability / (asset) 57.33 79.24

Fringe Benefit tax 0.00 (0.03)

Short/(Excess) provision for tax . 0.85 -

Profit after tax 397.83 111.62

Balance brought forward from previous year (426.52) (538.13)

Balance carried to balance sheet (28.69) 426.52

Dividend

In view of the accumulated losses, your Directors do not recommend any dividend.

Operations Review

During the year, your Company has achieved sales of Rs.7236.65 lacs, as against Rs.4228.65 lacs in the previous year. Sales from Engineering Division was Rs.1851.27 lacs against Rs.550.14 Lacs in the previous year. Sales from Textile Division was Rs.5385.37 lacs against Rs.3676.30 Lacs in the previous year.

Insurance

The Company has made necessary arrangement for adequately insuring its insurable assets. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and outgo :

A) Conservation of Energy:

i) Inspite of not being power intensive, your Company enforces strict discipline in reducing power consumption even for its auxiliary services.

ii) Idle running of machinery consuming high power is restricted to the loading and unloading cycles of the respective machines.

B) Technology Absorption:

Your Company has not imported any technology for manufacture of machinery

C) Foreign Exchange Earnings and out go : 2010-11 2009-10

Rs. Rs.

Total Foreign Exchange used 7,25,19,241 5,03,21,962

Total Foreign Exchange earned (FOB) 23,01,408 51,74,313

Employee

There is no employee in receipt of the remuneration exceeding the limit prescribed under section 217 (2A) of the Companies Act,1956 read with Companies (Particulars of Employees) Rules, 1975

Directors' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that in the preparation of the Annual Accounts:

a) The applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given;

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

c) Proper and sufficient care has been taken 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 detecting fraud and other irregularities;

d) The accounts have been prepared on a going concern basis; Directors

Mrs. A.J. Mehta, Director of the Company retires by rotation and is eligible for reappointment.

Mr. R.C. Garg who was appointed as additional director w.e.f 12th November, 2010, holds office upto the date of the ensuing Annual General Meeting. Your approval is sought for his appointment vide resolution set out in the accompanying AGM notice.

Corporate Governance

Our Company has complied with the applicable provisions of Corporate Governance as prescribed in the revised clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report alongwith certificate from Chandan Parmar & Co, Auditors of the Company.

Auditors

The Auditors M/s. Chandan Parmar & Co retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Acknowledgement

Your Directors thank the Shareholders, EDC Ltd., Company's Bankers HDFC Bank Ltd, Union Bank of India and Bank of India,ICICI Bank Ltd. suppliers, valued customers and employees at all levels for their continued co-operation and assistance during the year.

On behalf of the Board

Place: Mumbai

Date : 26th May, 2011

Chairman

J. R. Mehta

Mar 31, 2010

The Directors have pleasure in presenting the 24th Annual Report together with Audited Statement of Accounts for the year ended 31 st March, 2010.

Performance Highlhghts:

(Rs. in Lacs)

Particulars 2009-2010 2008-2009

Sales & Other income 4302.70 1176.87

Profit/(Loss) before Depreciation, Interest & Tax 221.52 (425.00)

Less : Depreciation 12.66 31.89

Interest 10.16 25.06

Profit/(Loss) before tax & exceptional items 198.70 (481.95)

Add : Exceptional items 5.22 73.57

Profit / (Loss) after tax & exceptional items 203.92 (408.38)

Provision for tax

- Current tax 13.10 -

- Deferred tax Liability / (asset) 79.24 (152.26)

- Fringe Benefit tax (0.03) 1.23

- Short/ (Excess ) provision for tax - 0.04

Profit/(Loss) after tax 111-62 (257.39)

Balance Loss brought forward from previous year (538.13) (280.74)

Balance Loss carried to balance sheet (426.52) (538.13)

Dividend

In view of the accumulated loss, your Directors do not recommend any dividend. Operations Review

(a) Engineering Division

Your Company has successfully revived the Engineering Division and launched advanced model of twisting machine which has been well received in the market. The shareholders had approved the commencement of business of trading in all types of machinery vide special resolution passed at the Extra-ordinary General Meeting (EGM) of the Company held on 5th November, 2009. The Company has successfully commenced the business of trading in all types of machines especially injection moulding machines and machine tools and has achieved a turnover of Rs.556.83 lacs during the last quarter. of 2009-10

(b)Textile Division

The shareholders had approved the disposal of textile undertaking vide ordinary resolution dated 3rd, December, 2009 passed through postal ballot result of which were announced on 9th January, 2010. However the Company has not yet disposed the textile undertaking. The Company continues to cater to its. customers by outsourcing the products due to lack of sizeable orders.

Preferential Issue of Shares

The Company successfully concluded the issue of 62,50,000 equity shares of the face value of Rs.10/- each at the price of Rs.16/- per share to persons other than promoters on a preferential basis which the shareholders had approved vide special resolution passed at the EGM held on 5th November, 2009.

Insurance

The Company has made necessary arrangement for adequately insuring its insurable assets.

Conservation of Energy,Technology Absorption, Foreign Exchange Earning and Out Go:

A) Conservation of Energy:

i) Inspite of not being power intensive, your Company enforces strict discipline in reducing power consumption even for its auxiliary services.

ii) Idle running of machinery consuming high power is restricted to the loading and unloading cycles of the respective machines.

Technology Absorption:

Your Company has not imported any technology for manufacture of machinery

C) Foreign Exchange Earnings and Out go : 2009 -10 2008- 09 Rs. Rs.

Total Foreign Exchange Outgo 4,99,11,915 17,95,694

Total Foreign Exchange earned (FOB) 51,74,313 36,44,786

Employee

There is no employee in receipt of the remuneration exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975

Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that in the preparation of the Annual Accounts

a) The applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given;

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

c) Proper and sufficient care has been taken 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 detecting fraud and other irregularities ;

d) The accounts have been prepared on a going concern basis.

Directors

Mr. V.G. Joshi, Director of the Company retires by rotation and is eligible for reappointment.

Corporate Governance

Our Company has complied with the applicable provisions of Corporate Governance as prescribed in the revised clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report alongwith certificate from Chandan Parmar & Co, Auditors of the Company.

Auditors

The Auditors M/s. Chandan Parmar & Co retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Acknowledgment

Your Directors thank the Shareholders, EDC Ltd., Companys Bankers HDFC Bank Ltd., Union Bank of India and Bank of India, suppliers, valued customers and employees at all levels for their continued co- operation and assistance during the year.

On behalf of the Board Chairman

Place: Mumbai

Date : 28th May, 2010

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