Directors Report of Girnar Spintex Industries Ltd.

Mar 31, 2024

Your Directors have great pleasure in presenting the 32^nd Annual Report together with Audited
Statements of Accounts of the Company for the year ended March 31,2024.

FINANCIAL SUMMARY AND HIGHLIGHTS:

The summarized financial results for the year ended March 2024 as compared to the previous
year are as follows:

(Rs. in Lakhs)

Particulars''	2023-24	2022-23
Revenue from Operations	9570.46	7812.03
Other Income	99.15	24.46
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	180.90	(115.43)
Less: Depreciation/ Amortisation/ Impairment, Finance Costs	665.02	572.62
Profit /loss before Exceptional items and Tax Expense	(484.12)	(688.05)
Add/(less): Exceptional items	0.00	0.00
Profit /loss before Tax Expense	(484.12)	(688.05)
Less: Tax Expense (Current & Deferred)	0.00	0.00
Profit /loss for the year	(484.12)	(688.05)

REVIEW OF OPERATIONS

After obtaining physical possession of the factory the Management carried out repairs and
maintenance activities and started trial production in May 201 9.

Commercial Production was started from October 2019. During the year under review, the
turnover of the Company was Rs. 9570.46 Lakhs as against Rs. 781 2.03 Lakhs in previous year.
Company has incurred loss of Rs. 484.12 Lakhs as against loss of Rs. 688.05 Lakhs in previous
year. Further Management is actively involved in trying to utilize the idle capacities available
with the Company and reduction of raw material cost.

The cost of materials consumed by the company increased significantly to ?7,505.03 lakhs from
?5,886.54 lakhs in the previous fiscal year. This rise in costs is reflective of the broader trend in
the industry, where mills are grappling with high cotton prices, which constitute the major input
cost.

Additionally, energy costs, another significant expense in the spinning industry, have also seen
upward pressure due to increased charges from MSEDCL.

AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES

No amount is proposed to be transferred to any reserve.

DIVIDEND:

In view of the accumulated losses no dividend is recommended for the year.

MAJOR EVENTS OCCURRED DURING THE YEAR

(i) SEGMENT-WISE POSITION OF BUSINESS AND ITS OPERATIONS
The Company operates in one segment only i.e. Textile

(ii) CHANGE IN STATUS OF THE COMPANY

There has not been change in status of the company.

(iii) CHANGE IN THE FINANCIAL YEAR
There is no change in financial year

(iv) CAPITAL EXPENDITURE PROGRAMMES

At present Company do not expect to invest or incur big capital expenditures

(v) DETAILS AND STATUS OF ACQUISITION, MERGER, EXPANSION - NIL

(vi) MODERNIZATION AND DIVERSIFICATION

Management has carried out huge repairs and maintenance post acquisition in past
several years. Meager modernization activities have been carried out in 2023-24. No
Diversification has been done by the company in 2023-24

CHANGE IN THE NATURE OF BUSINESS

There has been no change in nature of business.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE
OF THE REPORT

Increase in cotton prices is major concern for the business of company. Except this there have been
no material changes and commitments, which affect the financial position of the company which
have occurred during the year and between the end of the financial year to which the financial
statements relate and the date of this Report.

SHARE CAPITAL

The Company’s Authorized Share Capital as on 31^st March, 2024 stands at Rs. 25,00,00,000/-
and issued & paid up capital as on 31^st March, 2024 stands at Rs. 2,05,84,835/- divided into

41.16.967 fully paid up equity shares of Rs. 5/- each. During the year, under review, the
Company has not issued any share(s). Further the Company has not issued any share with
differential Voting Rights/Sweat Equity shares/under Stock Option Scheme (ESOS) earlier and
during the year.

NCLT by its order dt. 31-07-2018 approved Reduction of Face Value of Shares to Re. 0.50 per
Share from Re. 5 Per Share and further consolidation of face value of shares to Re. 5 per share.
Post consolidation paid up equity shares will reduce from 4,1 1,69,667 shares of Rs. 5/- each to

41.16.967 equity shares of Rs. 5/- each. It also involves extinguishment of shares of previous
Promoters and top 1 0 shareholders. However, compliance / corporate actions of the same with
CDSL, NSDL and Stock Exchanges were pending at the end of the March 2024. Company’s
application with BSE and NSE is pending for approval. Company expects it to get its approval in
near future

The Company has no scheme of provision of money for purchase of its own shares by employees
or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies
(Share Capital and Debentures) Rules, 2014 are not required to be disclosed

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review company was not required to transfer any amount as well as any
shares to the Investor Education and Protection Fund (IEPF)

LOANS, GUARANTEE & INVESTMENTS:

The Company has not advanced any loans or provided guarantees or made investments during
the year under review covered under section 1 86 of the Companies Act 201 3.

DEPOSITS:

The Company has not accepted any deposit from the public falling within the ambit of Section 73
of the Companies Act, 201 3 and the Companies (Acceptance of Deposits) Rules, 2014, or under
Chapter V of the Act.

LISTING OF SHARES

Presently Company''s shares are listed and traded at the BSE Limited, Mumbai (BSE) and National
Stock Exchange of India, Mumbai (NSE). The Listing fees for the year 2023-24 has been paid.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following changes happened during the financial year 2023-24

Sr. No.	Name	Designation	Authority	Date	Nature of Change
1	Mrs. Madhubala Deepak Choudhari	Additional Director	Board of Directors	29/03/2024	Appointment
2	Mr. Siddharth Pradip Bhirdi	Additional Director	Board of Directors	29/03/2024	Appointment
3	Ms. Bhakti Dnyaneshwar Kapratwar	Company Secretary and Compliance Officer	Board of Directors	22/06/2023	Appointment
4	Mrs. Sharmiladevi Jitendrakumar Chopra	Director	Not Applicable	11/03/2024	Resignation
5	Mr. Pruthveesh Ravi Shetti	Independent Director	Not Applicable	29/03/2024	Resignation
6	Mr. Manoj Sethia	Director	Members	29/09/2024	Regularized as a Director

Mr. Pruthveesh Ravi Shetti (DIN: 08817217) Independent Director of the Company has vide his
resignation letter dated 29-03-2024 resigned from the Board of the Company with immediate
effect, on account of personal reason and other professional commitments. We further confirm
that there is no other material reason for resignation of Mr. Pruthveesh Ravi Shetti other than
those provided above.

Mrs. Sharmiladevi Jitendrakumar Chopra (DIN: 08196831), vide her letter dated March 11,
2024 has resigned as Non-Executive Director of the Company with immediate effect due to
personal and unavoidable circumstances. Further, the Company has received confirmation from
Mrs. Sharmiladevi Jitendrakumar Chopra that there is no material reasons for her resignation
other than those mentioned above.

Mr. Jitendrakumar Goutamchand Chopra (DIN: 08196887) who retires from office by rotation
and being eligible, offers himself for reappointment. You are requested to reappointment him as
a Director of the Company

Further Mr. Deepak Chaganlal Choudhari (DIN: 03175105) and Mr. Jitendrakumar Goutamchand
Chopra (DIN: 08196887) were appointed as a Managing Director of the Company for the
period of 3 years w.e.f. August 13, 2021. You are requested to further reappoint them as a
Managing Director of the company for the period of 3 years w.e.f. August 1 3, 2024 to August
1 2, 2027.

RELATED PARTY TRANSACTIONS:

The particulars of every contract or arrangements entered into by the Company with related
parties referred to in sub-section (1) of section 1 88 of the Companies Act, 201 3 including certain
arm’s length transactions under third proviso thereto are disclosed in Form No.AOC-2 as Annexure
1.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have given declarations that they meet the criteria of Independence
and have complied with the Code for Independent Directors prescribed in Schedule IV to the Act
as laid down under Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations.
Further they also had confirm that 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 and that they
are independent of the management.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed
policy for selection and appointment of Directors, Senior Management and their remuneration in
pursuant to Section 178 of Companies act 2013 and Regulation 19 SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015. The remuneration given is as per the remuneration
policy framed.

Criteria for Determining the Qualifications for appointment of Directors (including Independent
Directors)

i. Persons of eminence, standing and knowledge with significant achievements in business,
professions and/or public service;

ii. Their technical, financial, HR, Legal, or business literacy/skills i.e. knowledge about textile
business;

iii. Their administrative experience;

iv. Other appropriate qualification/experience to meet the objectives of the Company;

v. As per the applicable provisions of Companies Act, 2013, Rules made thereunder and as
per provisions of SEBI( LODR) Regulations.2015 .

The Nomination and Remuneration Committee shall have discretion to consider and fix any other
criteria or norms for selection of the most suitable candidate/s.

Positive attributes of Directors (including Independent Directors):

a. Directors are to demonstrate integrity, credibility, trustworthiness, ability to handle conflict
constructively and the willingness to address issues proactively;

b. Actively update their knowledge and skills with the latest developments in the
infrastructure industry, market conditions and applicable legal provisions;

c. Willingness to devote sufficient time and attention to the Company’s business and
discharge their responsibilities.

d. To assist in bringing independent judgment to bear on the Board’s deliberations especially
on issues of strategy, performance, risk management, resources, key appointments and
standards of conduct;

e. Ability to develop a good working relationship with other Board members and contribute
to the Board’s working relationship with the senior management of the Company;

f. To act within their authority, assist in protecting the legitimate interests of the Company, its
shareholders and employees;

g. Independent Directors to meet the requirements of the Companies Act, 201 3 read with the
Rules made there under and as per provisions of SEBI( LODR) Regulations 2015 as
amended from time to time.

Independence Review Procedures

- Annual Review

The director’s independence for the independent director will be determined by the Board on an
annual basis upon the declaration made by such Director as per the provisions of the Companies
Act, 201 3 read with Rules thereon and as per provisions of SEBI( LODR) Regulations.201 5

- Individual Director’s Independence Determinations

If a director nominee is considered for appointment to the Board between Annual General
Meetings, a determination of independence, upon the recommendation of the Committee, shall be
made by the Board prior to such appointment.

All determinations of independence shall be made on a case-by-case basis for each director
after consideration of all the relevant facts and circumstances and the standards set forth herein.
The Board reserves the right to determine that any director is not independent even if he or she
satisfies the criteria set forth by the provisions of the Companies Act, 2013 read with Rules
thereon and as per provisions of SEBI( LODR) Regulations.201 5

- Notice of Change of Independent Status

Each director has an affirmative obligation to inform the Board of any change in circumstances
that may put his or her independence at issue.

a. Criteria for appointment of KMP/Senior Management -

i. To possess the required qualifications, experience, skills & expertise to effectively
discharge their duties and responsibilities;

ii. To practice and encourage professionalism and transparent working environment;

iii. To build teams and carry the team members along for achieving the goals/objectives and
corporate mission;

iv. To adhere strictly to code of conduct

b. Term -

The Term of the Directors including Managing / Whole time Director / Independent Director shall
be governed as per the provisions of the Act and Rules made thereunder and the Listing
Regulations, as amended from time to time. Whereas the term of the KMP (other than the
Managing / Whole time Director) and Senior Management shall be governed by the prevailing
HR policies of the Company.

c. Evaluation -

The Committee shall carry out evaluation of performance of every Director. The Committee shall
identify evaluation criteria which will evaluate Directors based on knowledge to perform the role,
time and level of participation, performance of duties, level of oversight, professional conduct
and independence. The appointment / re-appointment /continuation of Directors on the Board
shall be subject to the outcome of the yearly evaluation process.

d. Removal -

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act,
Rules and Regulations thereunder and /or for any disciplinary reasons and subject to such
applicable Acts, Rules and Regulations and the Company’s prevailing HR policies, the Committee
may recommend to the Board with reasons recorded in writing, removal of a Director, KMP or
Senior Management.

e. Remuneration of Managing / Whole-time Director, KMP and Senior Management

The remuneration / compensation / commission, etc., as the case may be, to the Managing /
Wholetime Director will be governed by the relevant provisions of the Companies Act, 2013 and
applicable Rules and Regulations and will be determined by the Committee and recommended to
the Board for approval. The remuneration / compensation / commission, etc., as the case may be,
shall be subject to the prior / post approval of the shareholders of the Company and Central
Government, wherever required. Further, the Chairman & Managing Director of the Company is
authorized to decide the remuneration of KMP (other than Managing / Wholetime Director) and
Senior Management based on the standard market practice and prevailing HR policies of the
Company.

f. Remuneration to Non-executive Directors (Including independent Director)

The remuneration / compensation / commission, etc., as the case may be, to the Managing /
Wholetime Director will be governed by the relevant provisions of the Companies Act, 2013 and
applicable Rules and Regulations and will be determined by the Committee and recommended to
the Board for approval.

PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out an annual
evaluation of its own performance, also performance of the Directors individually as well as the
evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and
time schedule for the Performance Evaluation process for the Board, its Committees and individual
Directors, including the Chairman of the Company.

For evaluating the Board as a whole, views were sought from the Directors on various aspects of
the Board’s functioning such as degree of fulfillment of key responsibilities, Board Structure and
composition, establishment, delineation of responsibilities to various committees, effectiveness of
Board processes, information and functioning, Board culture and dynamics, quality of relationship
between the Board and the management.

Similarly, views from the Directors were also sought on performance of individual Directors
covering various aspects such as attendance and contribution at the Board/Committee Meetings
and guidance/support to the management outside Board/Committee Meetings. In addition, the
Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of
the Board, encouraging active engagement by all Board members and promoting effective
relationships and open communication, communicating effectively with all stakeholders and
motivating and providing guidance to the Executive Director.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key
responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee
dynamics and quality of relationship of the Committee with the Board and the Management.

The performance evaluation of the Independent Directors was carried out by the entire Board.
The performance evaluation of the Chairman and the Non-Independent Directors was carried out
by the Independent Directors who also reviewed the performance of the Board as a whole. The
Nomination & Remuneration Committee also reviewed the performance of the Board, its
Committees and of individual Directors.

The Chairman of the Board provided feedback to the Directors, as appropriate. Significant
highlights, learning with respect to the evaluation, were discussed at the Board Meeting.

A MATRIX SETTING OUT THE SKILLS / EXPERTISE / COMPETENCE OF THE BOARD OF
DIRECTORS IS AS UNDER

Name of the Director	Category	Skills, Expertise, Competence of the Director
		Technical	Financial	Administrative / HR	Legal
Mr. Deepak Choudhari	Chairman, Promoter Executive Director	Y	Y	Y
Mr. Jitendrakumar chopra	Promoter, Executive Director	Y	Y	Y
Mrs. Madhubala Deepak Choudhari	Promoter, Non¬ Executive Director		Y	Y
Mr. Manoj Sethia	Non-Executive Independent Director		Y	Y	Y
Mr. Dhruv Jain	Non-Executive Independent Director		Y	Y	Y
Mr. Siddharth Pradip Bhirdi	Non-Executive Independent Director		Y	Y

Number of Meetings of the Board

During the year under review, board met 9 times i.e. on 30-05-2023, 22-06-2023, 14-08-2023,
04-09-2023, 07-09-2023, 10-11-2023, 10-02-2024, 14-02-2024 and 29-03-2024. Details of
attendance of Directors are as below

Name of the Director	Number of Board Meetings held	Number of Board Meetings attended
Mr. Deepak Choudhari	9	9
Mr. Jitendrakumar chopra	9	9
Mrs. Madhubala Deepak Choudhari (Appointed w.e.f. March 29, 2024)	0	0
Mr. Manoj Sethia	9	9
Mr. Dhruv Jain	9	9
Mr. Siddharth Pradip Bhirdi (Appointed w.e.f. March 29, 2024)	0	0
Mrs. Sharmiladevi Chopra (Resigned w.e.f. March 1 1,2024)	8	8
Mr. Pruthveesh Ravi Shetti (Resigned w.e.f. March 29, 2024)	9	9

BOARD COMMITTEES

A. Audit Committee

The Audit Committee consisted of three Non-Executive Independent Directors and one

Executive Director, namely

Mr. Dhruv Jain - Chairman (Independent Director)

Mr. Siddharth Pradip Bhirdi - Member (Independent Director) (Appointed w.e.f. 29-03-2024)

Mr. Manoj Sethia - Member (Independent Director)

Mr. Deepak Choudhari - Member (Managing Director)

Mr. Pruthveesh Ravi Shetti - Member (Independent Director) (Resigned w.e.f. 29-03-2024)

The members have the requisite accounting and related financial management expertise.

Statutory Auditors and Internal Auditors are invited to the meetings of Audit Committee for

presenting their periodical reports.

The terms of reference / powers of the Audit Committee include the following:

^ Oversight of the company’s financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible.

^ Recommendation for appointment, remuneration and terms of appointment of
auditors of the listed entity.

^ Approval of payment to statutory auditors for any other services rendered by the
statutory auditors.

^ Reviewing, with the management, the annual financial statements and auditor’s
report thereon before submission to the board for approval.

^ Reviewing, with the management, the quarterly financial statements before
submission to the board for approval.

^ Reviewing and monitoring the auditor’s independence and performance, and
effectiveness of audit process;

^ Approval or any subsequent modification of transactions of the listed entity with
related parties;

^ Scrutiny of inter-corporate loans and investments;

^ Valuation of undertakings or assets of the listed entity, wherever it is necessary;

^ Evaluation of internal financial controls and risk management systems;

^ To review the function of the Whistle Blower Mechanism.

^ Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;

^ Reviewing the adequacy of internal audit function, if any, including the structure of
the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;

^ Discussion with internal auditors of any significant findings and follow up there on;

^ To look into the payment being made to the depositors, creditors and shareholders
in case of dividend declared and reasons for substantial defaults/delay if due
amount has not paid as per statutory due date.

During the year, Five meetings of the Audit Committee were held on 30-05-2023, 14-08-2023,
10-1 1-2023, 10-02-2024 and 14-02-2024. The details of attendance of each member at the
Audit Committee are given herein below:

Name of the Director	No. of Meetings held	No. of Meetings Attended
Mr. Dhruv Jain	5	5
Mr. Pruthveesh Ravi Shetti	5	5
Mr. Manoj Sethia	5	5
Mr. Deepak Choudhari	5	5
Mr. Siddharth Pradip Bhirdi	0	0

B. Nomination and Remuneration Committee

Nomination and Remuneration Committee of the Board has been constituted to
review/recommend the remuneration package of the Managing Director / Whole Time Director(s)
/ Managers based on performance and defined criteria. The Nomination & Remuneration
Committee of the Board comprises of Independent/Non-Executive Directors namely

Mr. Dhruv Jain Chairman

Mr. Pruthveesh Shetti Member (Resigned w.e.f. 29-03-2024)

Mr. Manoj Sethia Member

Mrs. Sharmiladevi Jitendrakumar Chopra Member (Resigned w.e.f. 1 1 -03-2024)

Mrs. Madhubala Deepak Choudhari Member (Appointed w.e.f. 29-03-2024)

Mr. Siddharth Pradip Bhirdi Member (Appointed w.e.f. 29-03-2024)

During the year under review, Two Meeting of Nomination and Remuneration committee were
held on 22-06-2023 and 29-03-2024

Name of the Director	No. of Meetings held	No. of Meetings Attended
Mr. Dhruv Jain	2	2
Mr. Pruthveesh Shetti	2	2
Mr. Manoj Sethia	2	2
Mrs. Sharmiladevi Jitendrakumar Chopra	2	2
Mrs. Madhubala Deepak Choudhari	0	0
Mr. Siddharth Pradip Bhirdi	0	0

^ Details of remuneration paid to Directors for the financial year 2023-24 are as under:

Name of Director	Category	Sitting Fee (Rs.)	Salaries and Perquisites p.a. (Rs.)	Total (Rs.)
Mr. Deepak Choudhari	Chairman	NIL	NIL	NIL
Mr. Jitendrakumar Chopra	Managing Director	NIL	NIL	NIL
Mrs. Sharmiladevi Chopra (Resigned w.e.f. 1 1 -03-2024)	Non executive Director	NIL	NIL	NIL
Mr. Pruthveesh Shetti (Resigned w.e.f. 29-03-2024)	Independent Director	NIL	NIL	NIL
Mr. Dhruv Jain	Independent Director	NIL	NIL	NIL
Mr. Manoj Sethia	Independent Director	NIL	NIL	NIL
Mrs. Madhubala Deepak Choudhari	Non Executive Director	NIL	NIL	NIL
Mr. Siddharth Pradip Bhirdi	Independent Director	NIL	NIL	NIL

> Performance evaluation criteria of Independent Director

Pursuant to provisions of Section 178 of Companies Act 2013 and Listing regulations, the
Nomination & Remuneration Committee has formulated a policy on board evaluation of individual
directors. The evaluation is based on various factors which are follows:

• Participation at Board/ Committee Meetings

• Contributions at Meetings

• Knowledge and skills

• Discharging Role, Functions and Duties

• Personal Attributes

C. Stakeholders Relationship Committee:

The Company has constituted stakeholder’s relationship committee comprising of three
independent directors and one non-executive director.

The purpose of formation of Committee is to, inter alia, to approve issue of duplicate share
certificates and oversee and review all matters connected with the transfer of securities. The
Committee also reviews the performance of the Registrar and Transfer Agent besides
supervising the mechanism of investor grievance redressal to ensure cordial investor
relationship.

Mr. Siddharth Pradip Bhirdi Chairman (Appointed w.e.f. 29-03-2024)

Mr. Dhruv Jain Member

Mr. Pruthveesh Shetti Member (Resigned w.e.f. 29-03-2024)

Mr. Manoj Sethia Member

Mrs. Sharmiladevi Jitendrakumar Chopra Member (Resigned w.e.f. 1 1 -03-2024)

Mrs. Madhubala Deepak Choudhari Member (Appointed w.e.f. 29-03-2024)

During the year under review, Four Meeting of Stakeholders Relationship Committee were
held on 30-05-2023, 14-08-2023, 10-11-2023 and 14-02-2024

Name of the Director	No. of Meetings Held	No. of Meetings Attended
Mr. Siddharth Pradip Bhirdi	0	0
Mr. Dhruv Jain	4	4
Mr. Pruthveesh Shetti	4	4
Mr. Manoj Sethia	4	4
Mrs. Sharmiladevi Jitendrakumar Chopra	4	4
Mrs. Madhubala Deepak Choudhari	0	0

During the year under review one complaint was received which was resolved. No complaint

was pending for resolve at the beginning and end of the year.

D. Meeting of Independent Director:-

As mandated by the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015, a separate meeting of Independent Directors
was held on 29-09-2023 annual evaluation of the following;

^ the performance of non-independent directors and the Board of directors as a whole;

^ the performance of the Chairperson of the Company, considering the views of non¬
executive directors;

^ the quality, quantity and timeliness of flow of information between the company
management and the Board of Directors that is necessary for the Board to effectively
and reasonably perform their duties.

E. CSR Committee - Details has been given in CSR report attached to the Directors report.

F. Senior management

Senior Management comprises of

Mr. Shreyans Rajendrakumar Choudhari - CFO

Ms. Bhakti Dnyaneshwar Kapratwar - Company Secretary

Mr. Shrikant Patil - Unit Head

Mr. Satappa M Borwadkar - Accounts Incharge

During the year under review Ms. Bhakti Dnyaneshwar Kapratwar was appointed w.e.f.
22-06-2023 as Company Secretary and Compliance officer

1. Remuneration of directors:

a. All pecuniary relationship or transactions of the non-executive directors vis-a-vis
the listed entity - NIL

b. Criteria of making payments to non-executive directors is available on the website
of the company i.e. www.girnarspintex.com

c. disclosures with respect to remuneration:

i. elements of remuneration package of individual directors;

Name of Director /KMP	Designation	Salary	Benefits, bonuses, stock options, pension etc fixed component and performance linked incentives
Deepak Choudhari	Managing Director	NIL	NIL
Jitendrakumar Chopra	Managing Director	NIL	NIL
Sharmiladevi Chopra	Non-Executive Director	NIL	NIL
Siddhant Patil	Independent director	NIL	NIL
Pruthveesh Shetti	Independent director	NIL	NIL
Vijay Dudharkar	Independent Director	NIL	NIL
Dhruv Jain	Independent director	NIL	NIL
Manoj Sethia	Independent director	NIL	NIL
Mrs. Madhubala Deepak Choudhari	Non-Executive Director	NIL	NIL
Mr. Siddharth Pradip Bhirdi	Independent director	NIL	NIL

ii. Service contracts, notice period, severance fees; As per the prevailing
rules of the company

iii. Stock option details, if any and whether issued at a discount as well as
the period over which accrued and over which exercisable - The

Company does not have any Employee Stock Option Scheme.

EXTRACT OF ANNUAL RETURN:

In accordance with Section 1 34(3)(a) and as provided under sub-section (3) of Section 92 of the
Companies Act, 2013 an extract of the annual return in prescribed form MGT - 9 has been
posted on the website of the company i.e. www.girnarspintex.com.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is attached to the Directors Report as Annexure 2.
CORPORATE GOVERNANCE:

Pursuant to Regulation 15 (2) of LODR, 2015 the compliance with the corporate governance
provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and
clauses (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and para C, D and E of Schedule
V are not applicable to the Company. Hence Corporate Governance Report has not been
attached to the Directors Report.

AUDITORS AND AUDITORS REPORT

(a) Statutory Auditor & Audit Report

Sanjay Vhanbatte and Company, Chartered Accountants (ICAI Firm Registration No.
1 1 2996W) was inadvertently reappointed as a Statutory Auditor of the company in the 31^st
Annual General Meeting held on September 29, 2023. Hence Sanjay Vhanbatte and
Company through their email dated, February 05, 2024 vacated the office of Auditor. In
order to fill up such casual vacancy, the company has appointed Nenawati and Associates,
Chartered Accountants, to conduct the audit in the Board Meeting held on February 1 0, 2024.

After conducting a detailed evaluation and based on the recommendation of Audit
Committee, the Board approved the proposal for placing at the 32nd AGM the matter of re
appointment of Nenawati and Associates, Chartered Accountants as statutory auditors of the
Company for a term of 5 years from the financial year 2024-25 onwards on such terms and
conditions and remuneration as may be decided by the Audit Committee. A resolution to that
effect forms part of notice of the 32^nd AGM sent along with this Annual Report.

(b) Cost Auditor:

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost
Records and Audit) Rules, 2014, the Company has maintained cost records and its audit has
been done by Mr. Nilesh Chalke, Cost Acccountants, Nipani

(c) Secretarial Auditor & Audit Report:

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Company has
appointed Shrenik Nagaonkar & Associates, Practicing Company Secretaries as Secretarial
Auditor to carry out the secretarial audit for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed
herewith marked as Annexure 3 to this Report.

Detailed reply to the remarks, observation by Statutory Auditor and Secretarial Auditors
are given in as below

i) Reply to remarks, observation by Statutory Auditor

a. With reference statutory auditor remark on nonpayment of disputed statutory dues
we wish to inform you that the same has been waived by pursuant to NLCT order
31.07.2018 hence not payable.

b. With reference to statutory auditor remark about cash loss Directors wish to inform
you that adverse market conditions and higher raw cost has resulted into losses
however Board hereby confirm that this wont affect going concern status of the
company.

ii) Reply to remarks, observation by Secretarial Auditor -

a. With reference to Secretarial Auditor remark Board hereby inform you that
Reappointment of M/s. Sanjay Vhanbatte and Company was made inadvertently
in the 31^st Annual General Meeting held on September 29, 2023. However the
Company has rectified the same by appointing M/. Nenawati and Associates,
Chartered Accountants as auditor of the company. Form ADT-1 was not filed due
to system error. It will be filed soon.

(d) Internal Audit

Pursuant to provisions section 138 of Companies act 2013 read with Companies (Accounts)
Rules 2014, the board on recommendation of Audit Committee appointed M/s Thigale
Utturkar and Associates Chartered Accountants as the Internal Auditor of the Company. The
Management regularly reviews the findings of the Internal Auditor and takes effective steps
to implement suggestions of the Internal Auditor.

CORPORATE SOCIAL RESPONSIBILITY STATEMENT (CSR):

During the year 2022-23 i.e. Previous year

i. net worth of Company does not exceed rupees five hundred crore or more, or

ii. turnover of Company does not exceed rupees one thousand crore or more or

iii. a net profit of Company does not exceed rupees five crore or

hence the provisions of Corporate Social Responsibility are not applicable to the company for FY

2023-24. Company has formed CSR committee which comprises of

Mr. Pruthveesh Ravi Shetti, Independent Director (Resigned w.e.f. 29-03-2024)

Mr. Siddharth Pradip Bhirdi, Independent Director (Appointed w.e.f. 29-03-2024)

Mr. Dhruv Jain, Independent Director

Mr. Deepak Chaganlal Choudhari, Managing Director of the Company

The Corporate Social Responsibility (CSR) Committee was constituted as per Section 134 of
Companies Act 201 3.

The purpose of the committee is formulate and recommend to the Board, a Corporate Social
Responsibility Policy which shall indicate the activities to be undertaken by the company as
specified in Schedule VII and recommend the amount of expenditure to be incurred on these
activities and to monitor the Corporate Social Responsibility Policy of the company from time to
time. The policy framed by CSR Committee has been Approved and adopted by the Board of
Directors.

During the financial year 2021-22 the profit of the company exceeded Rs. 5 Five Crores hence
provisions of CSR were applicable to the company for 2022-23. Company runs project of
providing medical benefits to poor and needy people. As against CSR Liability of Rs. 5.61 Lakhs
for FY 2022-23, company has spent Rs. 6.00 Lakhs which is excess by 0.39 Lakhs. This amount
was spent for kidney transplant. Due to medical situation of patient, company couldn’t spend CSR
amount in 2022-23 however company has spent the same in April 2023 i.e. in FY 2023-24

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3) (c) of the Companies Act, 2013, with respect to
Directors’ Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended 31^st March, 2023,
the applicable accounting standards had been followed along with proper explanation
relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company as at March 31, 2024 and of the profit and
loss of the company for that period;

(c) the directors had 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 had prepared the annual accounts on a going concern basis; and

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

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

INTERNAL FINANCIAL CONTROL

The Board of Directors has laid down Internal Financial Controls within the meaning of the
explanation to Section 134(5) (e) of the Companies Act, 2013. The Company has an internal
financial control system commensurate with the size and scale of its operations and the same has
been operating effectively.

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

The information as required under Section 1 34(3)(m) of The Companies Act, 201 3 read with Rule
8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology
absorption and foreign exchange earnings and outgo is given below:

A. Conservation of energy:

The Company has been taking various steps and measures to improve efficiency in use of energy
and optimize conservation of the energy by increasing the efficiency of raw material inputs in
power generation and by reducing/eliminating wastages and reducing consumption of power
and fuel.

LED tubes fitted to save the energy and also proper power banks introduced whenever
necessary. In spite, Conservation of energy and improving the efficiency of existing resources is
continuing processes and form an integral part of responsibilities of departmental heads of the
Company.

B. Technology absorption:

During the year under review, the Company had purchased various new machineries. The
Company has also replaced spares parts of old machineries to make it functional. The resulted
and helped company to start commercial production of yarn.

C. Foreign exchange earnings and Outgo:

Particulars Current Year Previous Year

In '' In USD In '' In USD

Foreign Exchange Earnings Nil Nil Nil Nil

Foreign Exchange Outgo Nil Nil Nil Nil

VIGIL MECHANISM

The Company has framed and implemented a vigil mechanism named as Whistle Blower Policy to
deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy
are provided in the Corporate Governance Report and also hosted on the website of the
Company. No frauds reported by auditors under sub-section (12) of section 143

During the year under review, the Company has an Internal Complaint Committee as required
under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and, there were no compliant received during the year. Company has complied with
provisions relating to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 201 3

PERFORMANCE OF EMPLOYEES:

1) The information required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
given below:

Name of Director / KMP	Designation	Remuneration of Directors/KMP for the year ended 31st March 2024 (Rs)	Ratio to median Remuneration	% Increase in remuneration for the year ended 31st March 2024
Deepak Choudhari	Managing Director	NIL	NIL	NIL
Jitendrakumar Chopra	Managing Director	NIL	NIL	NIL
Sharmiladevi Chopra	Non¬ Executive Director	NIL	NIL	NIL
Siddhant Patil	Independent director	NIL	NIL	NIL
Pruthveesh Shetti	Independent director	NIL	NIL	NIL
Vijay Dudharkar	Independent Director	NIL	NIL	NIL
Dhruv Jain	Independent director	NIL	NIL	NIL
Manoj Sethia	Independent director	NIL	NIL	NIL
Mrs. Madhubala Deepak Choudhari	Non¬ Executive Director	NIL	NIL	NIL
Mr. Siddharth Pradip Bhirdi	Independent director	NIL	NIL	NIL
Mrs. Bhakti Kapratwar	Company Secretary	1,44,000	0.80	NIL
Mr. Shreyans Choudhari	CFO	NIL	NIL	NIL

1. Since the Directors didn’t take any salary in current year % increase in remuneration is not
applicable

2) Details of the top ten employees of the Company in terms of remuneration drawn as
required pursuant to 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules,2014 :

Sr. No	Name of employee	Designatio n	Remuneratio n	nature of employment , whether contractual or otherwise	qualification s and experience of the employee	date of commencemen t of employment	the age of such employe e	the last employmen t held by such employee before joining the company
1	Shrikant Patil	Unit Head	70000	Permanent	Diploma in Textile 26yrs	01.10.2018	47	Abhishek Indu.Ltd
2	Sanjay Patil	Production Manager	55000	Permanent	Diploma in Textile 21 yrs	01.07.2019	45	Shetkari Mill Ichalka ranji
3	Ramgonda Patil	Chief Engg.	53500	Permanent	Diploma in Elect.28 yrs Experience	17.01.2022	47	Surabhi Tex. Fab. Ichal.
4	Ajay Patil	SQC Manager	52000	Permanent	Diploma in Textile 29 yrs	21.12.2018	57	Eurotex Indu.Ltd
5	Tatyaso Patil	Winding Supervisor	37450	Permanent	Mech .Electronics 33 yrs	10.12.2018	55	Eurotex Indu.Ltd
6	Annasahe b Patil	HR Manager	40071	Permanent	M.A.MSW 29 yrs	11.03.2019	58	Tozai Safety pvt.Ltd
7	Satappa M Borwadka r	Accounts Incharge	35000	Permanent	Commerce Graduate (With 1 0 yrs of Experience)	18.10.2018	34	Ved Textiles Pvt.Ltd (Group Companies)
8	Amit Hatkar	Maintenanc e Incharge	35000	Permanent	Diploma Tex,mfg.22 yrs	18.05.2022	43	Abhishek Indu.Ltd
9	Babasahe b Annappa Patil	Asst. Elect. Eng.	29767	Permanent	Diploma in Elect.20 yrs Experience	12.12.2018	39	Indira Mahila Soot. Ich.
10	Prashant Gatti	Prod. Supervisor	20865	Permanent	Dip.in Tex. 1 5 Yrs.exp.	02.03.2019	36	Dindayal Spinning

Nobody holds any shares and none of the above is relative of any director or manager of the
company

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

The Company does not have Subsidiary/Joint Ventures/Associate Companies.

RISK MANAGEMENT:

The Board of the Company has formed a Risk Management Committee in accordance with the
provisions of the Act and Regulation 17(9) of the Listing Regulations. The Committee is responsible
for reviewing the risk management plan and ensuring its effectiveness. The audit committee has
additional oversight in the area of financial risks and controls. Policy to manage risk is also
placed on the website of the Company. During the year, risk analysis and assessment was
conducted and the details of the same are covered in the Management Discussion and Analysis
Report of the Company.

FAMILIARIZATION PROGRAMME:

Pursuant to Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations
2015 , the Company has formulated a programme for familiarizing the Independent Directors
with the Company, their roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model of the Company etc. through various initiatives.
Details of the Familiarization Programme of the Independent Directors are available on the
website of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable secretarial
standards. The same has also been confirmed by Secretarial Auditors of the Company.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE
ACCOUNT

The Company does not have any equity shares lying in the demat suspense account/unclaimed
suspense account of the Company as on 31 March 2024. Hence disclosures required under Part F
of Schedule V of the Listing Regulations is not applicable

DETAILSOF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTSOR TRIBUNALS IMPACTING GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE

No significant orders were passed by any court.

DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE

Except Mr. Deepak Choudhari and Mrs. Madhubala Choudhari who are husband and wife none
of other directors are related to each other.

NUMBER OF SHARES AND CONVERTIBLE INSTRUMENTS HELD BY NON- EXECUTIVE
DIRECTORS

None of non-executive directors hold shares in the Company.

WEB LINK WHERE DETAILS OF FAMILIARISATION PROGRAMMES IMPARTED TO
INDEPENDENT DIRECTORS IS DISCLOSED

Familiarisation programme for independent directors is available on the website of Company.i.e.
www.girnarspintex.com.

CONFIRMATION THAT IN THE OPINION OF THE BOARD, THE INDEPENDENT DIRECTORS
FULFILL THE CONDITIONS SPECIFIED IN THESE REGULATIONS AND ARE INDEPENDENT OF
THE MANAGEMENT

Board hereby confirm that Independent directors fulfil the conditions specified in SEBI (LODR)
201 5 and are independent of the management

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, financial institutions business
associates, consultants, customers, suppliers, contractors and various Government Authorities for
their continued support extended to your Companies activities during the year under review. Your
Directors also acknowledge gratefully the shareholders for their support and confidence reposed
on the Company.

By Order of the Board of Directors
Deepak Choudhari

Date: 14-08-2024 Chairman and Managing Director

Place: Kolhapur DIN - 03175105

---

Mar 31, 2015

The Directors have great pleasure in presenting the 23rd Annual Report together with Audited Statements of Accounts of the Company for the year ended March 31, 2015.

Financial Results (Rs. in Lakhs)

2014-2015 2013-2014

Net Sales (Turnover) 3205.52 2,638.57

Other Income 4.06 8.95

Financial Charges 347.29 396.52

Depreciation 343.59 410.33

Misc. Expenses written off 0 0 Profit/(Loss) before tax (PBT) (1533.46) (962.02)

Deferred Tax 878.25 0

Net Profit/(Loss) <2411.71) (962.02)

FINANCIAL ANALYSIS AND PERFORMANCE REVIEW

During the fiscal 2014-15, the turnover of the Company increased to Rs. 3,205.52 Lakhs as compared to Rs. 2,638.57 Lakhs in the previous year. However due to sluggish market, increase in labour, power and other operational costs , and financial constraints , Company could not optimally utilize its capacities and its lossess increased to Rs. 2,411.71 Lakhs as compared to Rs. 962.02 Lakhs in the previous year. Further, over the period the company has eroded its net worth completely and it has been declared as a Sick Company under Sick Industrial Companies (Special Provisions) Act'1985 by the Board for industrial and financial restructuring (BIFR) vide its order dated 18th July'2012. Management Discussion and Analysis Indian Textile Industry is one of the leading textile Industries in the world. The textile sector has always been an important part of people's lives in India. The textile sector is highly diverse and has hand-spun and hand woven segments at one end of the spectrum, and capital- intensive, sophisticated and modern mills at the other. India's Textile Industry is largely dependent on textile manufacturing and export and India earns about 17% of its foreign exchange through Indian textile exports. The Indian Textile Industry also contributes 5% of the GDP and employs more than 35 million people, the second largest employment only after agriculture, and 14% of the industrial production of the country.

However, for Amit Spinning the last fiscal was very difficult and challenging mainly due to sluggish market demand and rapid & significant increase in labour, power and other operating costs and shortage of working capital .which lead to fall in EBITDA levels.

M/s Amit Spinning Industries Limited has already been declared as a Sick Company under SICA by BIFR and the UCO Bank has been appointed as the Operating Agency. However, with an attempt to safeguard the interests of the stakeholders particularly employees, unit has been engaged in carrying out under job work.

Management is confident that once the rehabilitation scheme is approved by the BIFR, Company will turn around and recover from the current difficult phase and accordingly it is in process of reviewing its strategic plans and looking at means to find a way to increase its turnover, reduce its costs and achieve a higher value addition so that it could achieve positive result in the near future. Segment-Wise Performance

Amit Spinning Industries Ltd. (ASIL) being a cotton yarn manufacturer has only one business segment. On the basis of geographical categorization of market, ASIL identified two segments i.e. exports and domestic.

During the year under review, Company has manufactured 1281.64 MT of yarn on its own resources and 1112.65 MT of yarn on job work basis.

Subsidiary Companies

As there are no subsidiaries/ associates / joint ventures of the Company, the provisions contained in Companies Act, 2013/Listing Agreements relating to subsidiaries are not applicable. Share Capital The Company's issued and paid up capital as on 31st March, 2015 stands at Rs. 20,58,48,335/- divided into 4,11,69,667 fully paid up equity shares of Rs. 5/- each. During the year, under review, the Company has not issued any share(s). Further the Company has not issued any share with differential Voting Rights/Sweat Equity shares/under Stock Option Scheme (ESOS) earlier and during the year.

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed. Management Perception On Opportunities, Risks, Concern & Outlook The potential size of the Indian textile industry is expected to reach US$220 billion by 2020. Government has allowed 100% FDI in the Indian textiles sector under the automatic route. Further, the Government has proposed the establishment of Centers of Excellence for training the workforce in the textile sector and also to establish institutes under the public-private partnership (PPP) model to encourage private sector participation in the development of the industry. However due to change in China policy, Indian exports have been affected and showed down by 50% in the graph of financial year 2014-15, but could recover partially in the year 2015-16 to 1.2 million tones.

Further, Government has approved a debt restructuring package to help loss making textile mills to be administered on case by case basis by the banks within the prudential norms of the Reserve Bank of India. Also, BIFR has decided on reliefs / concessions etc. to be given to units / companies on the revival packages which will prove to be beneficial for Amity Spinning Industries Limited, as well.

Further, with focus on Make in India, the Indian Textile industry is expected to become resilient and robust through various support measures likely to be announced by the government. The future outlook for the Indian Textile Industry looks promising, buoyed by both strong domestic consumption and increase in export turnover.

Slow but potentially promising increase in demand of cotton yarn in domestic market and talk of economic reforms by the new government as well as encouraging export promotion policy for textile sector have already improved market sentiments to some extent. With the awaited approval of rehabilitation scheme by BIFR and with the continued support and co-operation of company's bankers, management believes that your Company would again initiate its own production, optimally utilize capacities, increase sales volumes, and consequently margins are also expected to be strengthened in due course. Directors

(a) Change in Directors or Key Managerial Personnel

In terms of provisions of the Companies Act, 2013 read with Clause 49 of Listing Agreement, during the year, Ms. Priya Lohani has been appointed as Additional Director in the position of Woman Director on the Board of the Company w.e.f. 31st March, 2015 and holds office upto ensuing Annual General Meeting. She however being eligible for reappointment, company has received an application from the member for consideration of her appointment as women director on the board in the ensuing Annual General Meeting itself. During the period under review, Mr. Shreyas S Alatkar, Manager Accounts has been entrusted with responsibility to discharge the functions of CFO (Chief Financial Officer) along with other functions of the Company w.e.f 13th February, 2015 in place of Mr. Mahesh Anand Raut, who was appointed as CFO on 11th August, 2014.

Mr. K Sankaramani is retiring by rotation in the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment. Brief resume of the Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional areas and names of the companies in which they hold directorship and membership/chairmanships of the Board or its Committees, as stipulated under Clause 49 of the listing agreement entered by the Company with stock exchanges in India, is provided in the Report of Corporate Governance forming part of the Annual Report.

(b) Number of Meetings of the Board

Four meetings of the Board were held during the year. The detailed information regarding meetings of the Board held during the year is mentioned in the Corporate Governance Report which forms part to this report.

(c) Declaration by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

(d) Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(e) Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. During the year, neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries.

Directors' Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit and loss of the company for that period;

(c) the directors had 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 had prepared the annual accounts on a going concern basis; and

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

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Related Party Transactions All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Company has entered into a material transaction with one related party i.e. its holding Company M/s Spandex Industries Limited according to the policy framed for the related party transactions and the same has been disclosed in the note to financial statements. However there were no other materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Prior omnibus approval of the Audit Committee was obtained for Related Party Transactions for a period up to 31st March, 2015 and for the financial year 2015-16. The transactions entered into pursuant to the omnibus approval so granted were audited and a statement giving details of all related party transactions were placed before the Audit Committee for its review on a quarterly basis.

The Company has framed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company's website.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. All related party transactions entered into by the Company were in ordinary course of business and were on an arm's length basis, however for the transaction entered with its holding company fall under material transaction and details of the same is mentioned in form AOC - 2 attached herewith as Annexure-1.

Significant and Material Orders passed by the Regulators or Courts

There are no significant or material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Auditors

(a) Statutory Auditors

M/s. Sunil Jain & Co., Chartered Accountants, (Registration No. 003855N) have been appointed as Statutory Auditors of the Company at 22nd Annual General Meeting held on 11th September, 2014 to hold office until conclusion of 26th Annual General Meeting for a period of four years, as provided in Section 139 of the Companies Act, 2013, the said appointment is being placed for ratification at the forthcoming Annual General Meeting.

The Company has received a confirmation from M/s. Sunil Jain & Co., Chartered Accountants to the effect that their appointment, if made, at the ensuing AGM would be in terms of Sections 139 and 141 of the Companies Act, 2013 and rules made there under and that they are not disqualified for re-appointment. Auditors Report The Auditors' Report read with the Notes to Accounts is self-explanatory and do not call for any further explanation under Section 134 of the Companies Act, 2013, except for the responses in respect of some observations as mentioned here in below. Directors' view on Auditor's Observations Directors' response to the various observations of the auditors made in their report, has been explained wherever necessary through appropriate notes to accounts, however pertinent notes are reproduced hereunder in compliance with the relevant legal requirements and wherever required further explanation is furnished:

Note No. 30 of the Financial Statement qualified by Auditors

"The Loans and Advances of the Company include a sum of Rs.1,93,46,572, being an amount receivable from Customs Department as drawbacks against the export sale pertaining to the period 1993 to September, 2004 when the unit was 100% Export Oriented Unit (EOU). The company has earlier filed an application with the office of DGFT for the claim and made significant efforts for receiving the claim. The Company has also filed claim against Jak Traders Private Ltd. for recovery of the claims.

Note No. 31 of the Financial Statement without qualifying, Auditors have drawn attention

"As on March 31, 2015, the accumulated losses of the Company have far exceeded its net worth. In the opinion of the management, the Company's operations are affected by global business downturn which has resulted in reduction in demand, increase in input costs and shortage of working capital. The Company has also filed a reference with Board for Industrial and Financial Restructuring (BIFR) under Section 15 of Sick Industrial Companies (Special Provisions) Act, 1985 for determination of sickness and measures to be adopted for rehabilitation. The BIFR, vide its order, dated 18.07.2012 declared the Company as sick under section 3(1)(o) of SICA, 1985 and appointed UCO Bank as Operating Agency (OA) under section 17(3) to prepare Rehabilitation Scheme for the Company. However, on the strength of management's plan of revival including reorganization of business, these financial statements are prepared on a going concern basis.

(b) Cost Auditor

Pursuant to recent amendment to the Companies (Cost Records and Audit) Rules, 2014, the provision relating to carry out cost audit is not applicable to the Company for financial year 2015-16.

(c) Secretarial Auditor & Audit Report

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Company has appointed M/s. Loveneet Handa & Associates, Practicing Company Secretary (having CP No. 10753 & Membership No. 25973) as Secretarial Auditor to carry out the secretarial audit for the financial year 2014-2015.

The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure 2 to this Report. There are no qualifications or observations or remarks made by the Secretarial Auditors in their Report.

(d) Internal Auditors

Pursuant to section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, the Company has appointed Dr. Sunil Kumar Gupta as the Internal Auditor of the Company. Internal Control Systems and Adequacy The Company has established adequate internal control systems, commensurate with its size and nature of business and such systems are periodically audited, verified and reviewed for their validity, considering the changing business scenario from time to time, the Audit Committee of the Board of Directors reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them from time to time.

Extract of the Annual Return The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure-3 to this Report. Conservation of Energy , Technology absorption and Foreign Exchange Earnings and Outgo Company has implemented energy conservation methods and such action has resulted into major savings in energy consumption as well as in cost control.

The information as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014 is set out in the Annexure - 4 to this Report. Particulars of Employees None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with the Companies(Particulars of Employees) Rules, 1975, as amended, hence no particulars are required to be given herein. Deposits The Company has not accepted or renewed any deposit during the year and there are no outstanding and/or overdue deposits as at 31st March, 2015.

Particulars of Loans, Guarantees or Investments

Details of loans, Guarantees and Investments covered under the provision of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. Risk Management A Risk Management Committee has been constituted to oversee the risk management process in the Company as required under the Companies Act, 2013 and Clause 49 of the Listing Agreement. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report. The Risk Management Policy has also been hosted on the website of the company Vigil Mechanism The Company has framed and implemented a vigil mechanism named as Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy are provided in the Corporate Governance Report and also posted on the website of the Company.

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. Dividend During the year under review, the Company has no distributable profits hence your Directors do not recommend payment of any dividend. Transfer To Reserves During the year, the Company has not transferred any amount to reserves. Material changes between the date of the Board Report and end of financial year Due to market and financial constraints, the Company was not able to fully utilize and leverage its production capacity and the Rehabilitation Plan filed by the Company with BIFR is yet to be considered and approved, resultantly management was left with no option but to keep the manufacturing unit situated at Kolhapur, Maharashtra inoperative. Human Resources/Industrial Relations The Company and its management value the talent, commitment and dedication of its employees and acknowledge their contribution. All employees in the Company work as a team and integral part of the family, sharing their ideas and concerns through discussions, Town Hall meetings and intranet network installed across the units.

Industrial Relations scenario at the continues to be healthy and enthusiastic. Information Technology Information Technology continues to be an integral part of your company's business strategy. The Company is working on SAP platform integrating its business processes, financial parameters, customer transactions and people, effectively on real time basis. Change in the nature of Business There is no change in the nature of the business of the company. Corporate Governance and Management Discussion and Analysis As stipulated under Clause 49 of the Listing Agreement entered into with Stock Exchanges, a report on Corporate Governance is attached separately as a part of the Annual Report and the Management Discussion and Analysis (MD & A) is included in this report so that duplication and overlap between Directors' Report and a separate MD & A is avoided and the entire information is provided in a composite and comprehensive manner. Listing of Shares Presently Company's shares are listed and traded at the BSE Limited, Mumbai (BSE) and National Stock Exchange of India, Mumbai (NSE). Due to financial crises and running the manufacturing unit on job work basis, the Annual Listing Fee for the financial year 2015-16 is yet to paid to BSE & NSE and Company is in process of making payment there for in due course. Conclusion Your company is presently going through challenging and difficult period due to market and financial constraints. It has already been declared as a Sick Company under Sick Industrial Companies (Special Provisions) Act, 1985 by BIFR vide its order dated 18th July'2012, and UCO Bank has been appointed as an Operating Agency to work out DRS for the Company in consultation with lenders. It is however expected, on Company receiving BIFR approval for its DRS, it would be in a better position to augment its production and sales, by utilizing its capacities optimally. In the meanwhile to meet its day to day expenses, fixed expenses and expenses relating to Employees/workers, it is undertaking job work from other yarn manufacturers. Acknowledgments The Directors take this opportunity to express their grateful appreciation for the whole hearted and sincere co-operation the Company had received from the various departments of Central and State Government, Bankers, Financial Institutions, Customers, Suppliers and Contractors as well as Members of the Company during the year under review of the Company. The Directors also wish to place on record the appreciation for the contribution made by all the employees at all levels and hope that with their continued commitment and dedication the Company could look forward to more profitable operations ahead.

On behalf of the BOARD OF DIRECTORS



Sd/-

Place New Delhi S P SETIA

Date : August 11, 2015 CHAIRMAN

---

Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting the 22nd Annual Report together with Audited Accounts of the Company for the year ended March 31, 2014.

Financial Results: (Rs. in Lakhs)

2013-2014 2012-2013

Net Sales (Turnover) 2,638.57 3,482.76

Other Income 8.95 8.81

Financial Charges 396.52 202.36

Depreciation 410.33 454.17

Misc. Expenses written off 0 0

Profit/(Loss) before tax (PBT) (962.02) (305.20)

Provision for Taxation 0 0

Net Profit/(Loss) (962.02) (305.20)

FINANCIAL ANALYSIS AND PERFORMANCE REVIEW:

In view of financial constraints including shortage in working capital and lack of financial support from Company''s lenders, the turnover of the Company has decreased to Rs. 2,638.57 lakhs in fiscal 2013-14 as compared to Rs. 3,482.76 lakhs in the previous year. The Company could not utilize its entire capacities, to safeguard the interest of the employees, the manufacturing unit is running under job work basis accordingly Company''s losses increased to Rs. 962.02 lakhs as compared to Rs. 305.20 lakhs in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

The cotton and textiles industry has an overwhelming presence in the Indian economy. Apart from providing one of the basic necessities of life, the textiles industry also plays a pivotal role through its contribution to industrial output, employment generation and export earnings of the country. India has improved its ranking as per the recent data released by ''UN Comtrade'' in Global Textiles as well as Apparel Exports. In Global Textiles Exports, India now stands at second position beating its competitors like Italy, Germany and Bangladesh, with China still retaining its top position. However, the contribution of the textile industry in terms of percentage to industrial production and export earnings is constant at 12% during the last three years and current year.

However as per the data available with the Textile Commissioner, 104 cotton/man-made fibre textiles mills (Non SSI) closed across the country during last three years. Out of 104 mills, 34 textile cases are registered with BIFR as on 31.12.2012.

Unfortunately, M/s Amit Spinning Industries Limited is one among the 34 textile cases which is registered with BIFR due to shortage in working capital requirement. However, to meet current challenges which include fixed cost, overhead expenses, payment of lenders dues and to safeguard the employee''s interest, unit is running on job work basis.

It is very difficult for the Company to overcome the losses promptly in this challenging scenario where labour cost and other costs are increasing at a rapid rate but still Company is in process of reviewing its objectives and tools to find a better way ahead to increase its turnover, reduce its costs and achieve a higher value addition so that it come out with the positive result in the near future.

SEGMENT-WISE PERFORMANCE

Amit Spinning Industries Ltd. (ASIL) being a cotton yarn manufacturer has only one business segment. On the basis of geographical categorization of market, ASIL identified two segments i.e. exports and domestic.

During the year under review, Company has manufactured 5123.08 MT of yarn on job work basis against the 4983.01 MT of yarn in the previous year on job work basis.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company has established adequate internal control systems, commensurate with its size and nature of business and such systems are periodically audited, verified and reviewed for their validity, considering the changing business scenario from time to time, the Audit Committee of the Board of Directors reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them from time to time.

MANAGEMENT PERCEPTION ON OPPORTUNITIES, RISKS, CONCERN & OUTLOOK

Rebounding of economic growth in key export destinations, the Indian Textile Industry is reasonably expected to bounce back its margins from negative to stable. Indian Yarn manufacturers are further likely to be benefited in the Fiscal 2014-15 due to decreased yarn exports from China and simultaneous increase in demand for its exports in overseas market and as well as in domestic market, which will in turn improve the fortunes of textile sector.

Further, Government has approved a debt restructuring package to help loss making textile mills which is to be administered on case by case basis by the banks in accordance with the prudential norms of the Reserve Bank of India. Also, BIFR''s reliefs / concessions etc. to be given to units / companies on the revival packages will prove beneficial for Sick Companies like Amit Spinning Industries Limited.

Devaluation of Indian Rupee has continued to offer an opportunity of short term benefit to Textile Industry to optimize its day to day sales volumes and margins, by increased exports. Continued subsidy benefits under the revised TUF scheme, focus market scheme and reinstating of export incentives, are further likely to help Amit Spinning to improve its margins.

As per the latest official figure, while total industrial production contracted to 0.21% in Apr-Nov''2013, Textile sector output rose to 3.7%. To encourage exports including export of processed clothes, incentives are available under the Foreign Trade Policy namely Interest subvention scheme, Market Access Initiative (MAI), Market Development Assistance(MDA)Schemes and Focus Market & Focus Product Schemes. The Ministry of Textiles has adopted four pronged strategy for Textiles exports namely to organize and support larger textiles trade shows, skill development initiatives, compliance programes and duty drawback schemes. A provision of Rs.500 crore has been made in the 12th plan for introducing a scheme for Integrated Processing Development.

The factors like formation of Stable Government, increase in demand of cotton yarn in domestic market and talk of economic reforms of new Government, have already improved market sentiments and the same is showing some recovery signs and further with the support of company bankers, your directors believe that sales volumes are reasonably expected to be increased and consequently margins are also expected to be strengthened in due course.

HUMAN RESOURCES/INDUSTRIAL RELATIONS

The Company and its management value the talent, commitment and dedication of its employees and acknowledge their contribution. Consequently, the employee turnover is negligible. Everyone in the Company is working as a team and is an integral part of a family, sharing their ideas through Town Hall meeting, using intranet across the units and are instrumental in making your Company, a globally admired company. Management of your Company believes that it is the integration of human resources and business strategy that has culminated in its success. High performance orientation is the pivot of the HR philosophy of the Company and all the HR policies and strategies are centered on the same.

Industrial Relations scenario of the unit continues to be healthy. The industrial relations during the year under review remained harmonious and cordial. Your directors wish to place on record their appreciation for the wholehearted co-operation received from all employees at unit of the Company.

Dividend

Your directors have not recommended any dividend for the year ended 31-03-2014 under review.

Corporate Governance

As stipulated under Clause 49 of the Listing Agreement entered into with Stock Exchanges, a report on Corporate Governance is attached separately as a part of the Annual Report and the Management Discussion and Analysis (MD & A) is included in this report so that duplication and overlap between Directors'' Report and a separate MD & A is avoided and the entire information is provided in a composite and comprehensive manner.

Directors

Mr. Ranjan Mangtani retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Pursuant to applicable provisions and Section 149, 150 and 152 of Companies Act, 2013 Mr. S P Setia, Independent Director and Chairman of the Company has been appointed as Independent Director for a period of five years effecting from the ensuing the Annual General Meeting. The brief resume of the Director to be reappointed, detailing nature of his expertise in specific functional areas, names of companies in which he hold directorship(s) and membership(s)/ chairmanship(s) of Board Committees, shareholding and relationships between directors, inter-se, as stipulated in Clause 49 of the Listing Agreement entered into with Stock Exchanges is provided in the Report on Corporate Governance.

Auditors

The Auditors of the Company M/s. Sunil Jain & Co., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment for a period of four financial years.

Auditors Report

The Auditors'' Report read together with the Notes to Accounts is self-explanatory and do not call for any further explanation under Section 217 (3) of the Companies Act, 1956, except for the responses in respect of some observations as mentioned here in below.

Directors'' view on Auditors observations

Directors'' response to the various observations of the auditors made in their report, has been explained wherever necessary through appropriate notes to accounts, however pertinent notes are reproduced hereunder in compliance with the relevant legal requirements and wherever required further explanation is furnished:

Note No. 29 of the Financial Statement qualified by Auditors

"The Loans and Advances of the Company include a sum of Rs.1,93,46,572 being an amount receivable from Customs Department as drawbacks against the export sale pertaining to the period 1993 to September, 2004 when the unit was 100% Export Oriented Unit (EOU). The company has earlier filed an application with the office of DGFT for the claim and made significant efforts for receiving the claim. The Company has filed claim against Jak Traders Private Ltd. for recovery of the claims."

Note No. 33 of the Financial Statement qualified by Auditors

"Deferred tax asset amounting to Rs.8,78,24,766 has been recognized up till 30th June, 2008. Afterwards, in view of brought forward losses, the Company has decided to not recognise any further deferred tax asset on prudence consideration."

Note No. 30 of the Financial Statement without qualifying Auditors, have drawn attention as under:

"As on March 31, 2014, the accumulated losses of the Company have exceeded its net worth. In the opinion of the management, the Company''s operations are affected by global business downturn which has resulted in reduction in demand, increase in input costs and shortage of working capital. The Company has also filed a reference with Board for Industrial and Financial Restructuring (BIFR) under Section 15 of Sick Industrial Companies (Special Provisions) Act, 1985 for determination of sickness and measures to be adopted for rehabilitation. The BIFR, vide its order, declared the Company as Sick under Section 3(1)(o) of SICA, 1985 and appointed UCO Bank as Operating Agency (OA) under section 17(3) to prepare Rehabilitation Scheme for the Company. Further, due to shortage of capital, the Company has worked on job-work basis only during the current year. However, on the strength of an undertaking from Board of Directors to turn around the financial position of the Company, these financial statements are prepared on a going concern basis."

Cost Auditor

The Central Government has approved the appointment of Shri Rajesh Goyal, Cost Accountant of M/s. K G Goyal & Associates, Cost Accountants to conduct the audit of the Cost Accounts of the Company for the financial year ending 31st March, 2014 for the product "Textile". Company has approached Cost Audit Department for seeking exemption for not conducting the Cost Audit due to declaration of company as sick under SICA 1985.

Fixed Deposits

The Company has not accepted any deposit under Companis (Acceptance of Deposit) Rules and other applicable provisions of the Companies Act, 1956/Companies Act, 2013 during the year and there are no outstanding and/or overdue deposits as at 31st March, 2014.

Listing of Shares

Presently the Company shares are listed and traded at the Bombay Stock Exchange Ltd., Mumbai (BSE) and National Stock Exchange of India, Mumbai (NSE) and the Listing Fee has been paid till 31st March, 2015.

Directors'' Responsibility Statement

Your Directors hereby state and confirm that:

i) in preparing the Annual Accounts for the year ended 31st March 2014 all the applicable Accounting Standards have been followed,

ii) accounting policies were adopted and applied 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 2014,

iii) proper and sufficient care for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act for safeguarding the assets of the Company and for preventing / detecting fraud and irregularities has been taken and

iv) the Annual Accounts have been prepared on a "going concern" basis.

Particulars of Employees

Since none of the employee of the Company was getting remuneration, as prescribed in terms of Section 217 (2A) of the Companies Act''1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, no particulars were required to be given herein.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure I to the Directors'' Report.

Conclusion

Your company is presently going through financial difficulties and has been facing many challenges due to shortage of working capital and lacking of other financial support from its lenders. It has already been declared as a Sick Company under Sick Industrial Companies (Special Provisions) Act, 1985 by BIFR vide its order dated 18th July''2012, and UCO Bank has been appointed as an Operating Agency to work out DRS for the Company in consultation with the Company and other lenders. It is however expected, no sooner Company gets BIFR approval for its DRS, it would be in better position to augment its production and sales, by utilizing its capacities optimally. In the meanwhile to meet its day to day expenses, fixed expenses and expenses relating to Employees/workers, it is undertaking job work from other yarn manufacturers.

Acknowledgments

The Directors take this opportunity to express their grateful appreciation for the whole hearted and sincere co-operation the Company has received from the various departments of Central and State Government, Bankers, Financial Institutions, Customers, Suppliers and Contractors as well as Members of the Company during the year under review of the Company. The Directors also wish to place on record their appreciation for the contribution made by all the employees at all levels and hope that with their continued commitment and dedication the Company could look forward to more profitable operations ahead.

On behalf of the BOARD OF DIRECTORS,

Sd/- Place New Delhi S P SETIA Date: August 11, 2014 CHAIRMAN

---

Mar 31, 2013

The Directors have great pleasure in presenting the 21st Annual Report together with Audited Statements of Accounts of the Company for the year ended 31st March 2013.

Financial Results: (Rs. in Lakhs)

2012-2013 2011-2012

Net Sales (Turnover) 3,432.43 5764.75

Other Income 50.34 15.04

Financial Charges 202.36 628.50

Depreciation 454.17 462.99

Misc. Expenses written off 0 0

Profit/(Loss) before tax (PBT) (305.20) (3001.74)

Provision for Taxation 0 0

Net Profit/(Loss) (305.20) (3001.74)

FINANCIAL ANALYSIS AND PERFORMANCE REVIEW:

During the fiscal 2012-13 the turnover of the Company has decreased to Rs. 3,432.43 lakhs as compared to Rs. 5,764.75 lakhs in the previous year. Decline in turnover, has been primarily due to financial constraints including shortage in working capital and lacking of other financial support from its lenders. Consequently Company could not utilize its entire capacities; however despite difficulties, it has been able to reduce its net losses from Rs. 3001.74 lacs in the previous year to Rs. 305.20 lacs during the year under review, by handling operations efficiently and by taking job work. However, over the period it has eroded its net worth completely and it has been declared as a Sick Company under Sick Industrial Companies (Special Provisions) Act''1985 by Board for industrial and financial restructuring (BIFR) vide its order dated 18th July''2012.

Directors

Your directors have not recommended any dividend for the year ended 31-03-2013 under review.

Corporate Governance

As stipulated under Clause 49 of the Listing Agreement entered into with Stock Exchanges, a report on Corporate Governance is attached separately as a part of the Annual Report and the Management Discussion and Analysis (MD & A) is included in this report so that duplication and overlap between Directors'' Report and a separate MD & A is avoided and the entire information is provided in a composite and comprehensive manner.

Directors

Mr. Krishan Sankaramani retires by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting. Brief resume of the Director to be reappointed, detailing nature of his expertise in specific functional areas, names of companies in which he hold directorship(s) and membership(s)/ chairmanship(s) of Board Committees, shareholding and relationships between directors, inter-se, as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is provided in the Report on Corporate Governance.

Auditors

The Auditors of the Company M/s. Sunil Jain & Co., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Auditors Report

The Auditors'' Report read together with the Notes to Accounts is self-explanatory and do not call for any further explanation under Section 217 (3) of the Companies Act, 1956, except for the responses in respect of some observations as mentioned herein below.

Directors'' view on Auditors observations

Directors'' response to the various observations of the auditors made in their report, has been explained wherever necessary through appropriate notes to accounts, however pertinent notes are reproduced hereunder in compliance with the relevant legal requirements and wherever required further explanation is furnished:

Note No. 29 of the Financial Statement qualified by Auditors

"The Loans and Advances of the Company include a sum of Rs.1,93,46,572, being an amount receivable from Customs Department as drawbacks against the export sale pertaining to the period 1993 to September, 2004 when the unit was 100% Export Oriented Unit (EOU). The company has earlier filed an application with the office of DGFT for the claim and made significant efforts for receiving the claim. The Company has filed claim against Jak Traders Private Ltd. for recovery of the claims." Company had availed the professional services of M/s Jak Traders Pvt Ltd to assist it in realizing aforesaid claims within the agreed time period, and had provided them advances for its services, failing which it has become liable to refund such advances. Since it failed to refund the same, Company has initiated legal proceedings against M/s Jak Traders Pvt. Ltd.

Note No. 33 of the Financial Statement qualified by Auditors

"Deferred tax asset amounting to Rs.8,78,24,766 has been recognized uptil 30th June, 2008. Afterwards, in view of brought forward losses, the Company has decided to not recognize any further deferred tax asset on prudence consideration."

Note No. 30 of the Financial Statement without qualifying Auditors, have drawn attention:

"As on 31st March 2013, the accumulated losses of the Company have exceeded its net worth. In the opinion of the management, the Company''s operations are affected by global business downturn which has resulted in reduction in demand, increase in input costs and shortage of working capital. The Company has also filed a reference with Board for Industrial and Financial Restructuring (BIFR) under Section 15 of Sick Industrial Companies (Special Provisions) Act, 1985 for determination of sickness and measures to be adopted for rehabilitation. The BIFR, vide its order, declared the Company as Sick under Section 3(1)(o) of SICA, 1985 and appointed Uco Bank as Operating Agency (OA) under section 17(3) to prepare Rehabilitation Scheme for the Company. Further, due to shortage of capital, the Company has worked on job-work basis only during the current year. However, on the strength of an undertaking from Board of Directors to turn around the financial position of the Company, these financial statements are prepared on a going concern basis."

Cost Auditor

The Central Government had directed for an audit of the Cost Accounts maintained by the Company in respect of textile business. The Central Government has approved the appointment of Shri Rajesh Goyal, Cost Accountant of M/s. K G Goyal & Associates, Cost Accountants to conduct the audit of the Cost Accounts of the Company for the financial year ending 31st March, 2014 for the product "Textile".

Fixed Deposits

During the year, your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

Listing of Shares

Presently the Company shares are listed and traded at the Bombay Stock Exchange Ltd., Mumbai (BSE) and National Stock Exchange of India, Mumbai (NSE) and the Listing Fee has been paid till 31st March, 2014.

Directors'' Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, your Directors hereby state and confirm that:

i) in preparing the Annual Accounts for the year ended 31st March 2013 all the applicable Accounting Standards have been followed,

ii) accounting policies were adopted and applied 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,

iii) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing / detecting fraud and irregularities has been taken and

iv) the Annual Accounts have been prepared on a "going concern" basis.

Particulars of Employees

Since none of the employee of the Company was getting remuneration, as prescribed in terms of Section 217 (2A) of the Companies Act''1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, no particulars were required to be given herein.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under

Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure I to the Directors'' Report.

Conclusion

Your company is presently going through financial difficulties and has been facing many challenges due to shortage of working capital and lacking of other financial support from its lenders. It has already been declared as a Sick Company under Sick Industrial Companies (Special Provisions) Act''1985 by BIFR vide its order dated 18th July''2012, and UCO Bank has been appointed as an Operating Agency to work out DRS for the Company in consultation with the Company and other lenders. It is however expected, no sooner Company gets BIFR approval for its DRS, it would be in better position to augment its production and sales, by utilizing its capacities optimally. In the meanwhile to meet its day to day expenses, fixed expenses and expenses relating to Employees/workers, it is undertaking Job work from other yarn manufacturers.

Acknowledgments

The Directors take this opportunity to express their grateful appreciation for the whole hearted and sincere co-operation the Company had received from the various departments of Central and State Government, Bankers, Financial Institutions, Customers, Suppliers and Contractors as well as Members of the Company during the year under review of the Company. The Directors also wish to place on record the appreciation for the contribution made by all the employees at all levels and hope that with their continued commitment and dedication the Company could look forward to more profitable operations ahead.

On behalf of the BOARD OF DIRECTORS,

Sd/-

Place New Delhi Sp SETIA

Date : May 27, 2013 CHAIRMAN

---

Mar 31, 2012

The Directors have great pleasure in presenting the 20th Annual Report together with Audited Statements of Accounts of the Company for the year ended March 31, 2012.

Financial Results: (Rs. in Lakhs)

2011-2012 2010-2011

Net Sales (Turnover) 5764.75 12549.64

Other Income 15.04 76.39

Financial Charges 628.50 761.18

Depreciation 462.99 459.48

Misc. Expenses written off 0 8.49

Profit/(Loss) before tax (PBT) (3001.74) (22.59)

Provision for Taxation 0 0

Net Profit/(Loss) (3001.74) (22.59)

Financial Analysis and Performance Review :

During the year under review, because of sudden surge in raw material costs, fuel prices, surplus inventories and rise in inflation, the turnover of the Company has decreased to Rs. 5764.75 lakhs as compared to Rs. 12549.64 lakhs in the previous year.

Directors

Mr. Suraj Prakash Setia retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Brief resume of the Director to be reappointed, nature of their expertise in specific functional areas, names of companies in which they hold directorship(s) and membership(s)/ chairmanship(s) of Board Committees, shareholding and relationships between directors, inter-se, as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges are provided in the Report on Corporate Governance.

Auditors

The Auditors of the Company M/s. Sunil Jain & Co., Chartered Accountants retires at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Directors' view on Auditors observations

Directors' response to the various observations of the auditors even though explained wherever necessary through appropriate notes to accounts, is reproduced hereunder in compliance with the relevant legal requirements.

1. The Loans and Advances of the Company include a sum of Rs.1,93,46,572, being an amount receivable from Customs Department as drawbacks against the export sale pertaining to the period 1993 to September, 2004 when the unit was 100% Export Oriented Unit (EOU). The company has filed an application with the office of DGFT for the claim and on the basis of legal advice obtained in this regard. It is believed claim, is genuine and the Company shall be receiving the claim in due course.

2. Deferred tax asset amounting to Rs. 8,78,24,766 has been recognised upto 30th June, 2008. Thereafter, in view of brought forward losses, the Company has decided not to recognise any further deferred tax asset.

In view of recent Government gazette notifications, Company believes that the restoration of duty draw back and tax refunds on cotton yarn exports would be realized in due course.

Cost Auditor

The Central Government had directed an audit of the Cost Accounts maintained by the Company in respect of textile business. The Central Government has approved the appointment of Shri Rajesh Goyal, Cost Accountant of M/s. K G Goyal & Associates, Cost Accountants to conduct the audit of the Cost Accounts of the Company for the financial year ending 31st March, 2012 for the product "Textile".

Dividend

Your directors have not recommended any dividend for the year ended 31-03-2012 under review.

Fixed Deposits

During the year, your Company has not accepted any new deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

Listing of Shares

Presently the Company shares are listed and traded at the Bombay Stock Exchange Ltd., Mumbai (BSE) and National Stock Exchange of India, Mumbai (NSE) and the Listing Fee has been paid till 31st March, 2013.

Corporate Governance

As stipulated under Clause 49 of the Listing Agreement entered into by the Company with Stock Exchanges, a report on Corporate Governance is attached separately as a part of the Annual Report and Management Discussion and Analysis (MD & A) is included in this report so that duplication and overlapping between Directors' Report and separate MD & A is avoided and the entire information is provided in a composite and comprehensive manner.

Particulars of Employees

The particulars required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, w.e.f. 17-4-2002 are not applicable to the Company during the year.

Auditors Report

The Auditors' Report read together with the Notes to Accounts is self- explanatory and do not call for any further explanation under Section 217 (3) of the Companies Act, 1956.

Directors' Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, your Directors hereby state and confirm that:

i) in preparing the Annual Accounts for the year ended 31st March 2012 all the applicable Accounting Standards have been followed,

ii) accounting policies were adopted and applied 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 2012,

iii) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing/detecting fraud and irregularities has been taken and

iv) the Annual Accounts have been prepared on a "going concern" basis.

Industrial Relations

The industrial relations during the year under review remained harmonious and cordial. Your directors wish to place on record their appreciation for the wholehearted co-operation received from all employees of the Company.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure I to the Directors' Report.

Conclusion

Your company enjoys a leadership position in domestic market with strong competitive advantage in export segment. The Company now looks forward to further consolidate its position.

Acknowledgments

The Directors take this opportunity to express their grateful appreciation for the whole hearted and sincere co-operation the Company had received from the various departments of Central and State Government, Bankers, Financial Institutions, Customers, Suppliers and Contractors as well as Members of the Company during the year under review of the Company. The Directors also wish to place on record the appreciation for the contribution made by all the employees at all levels and hope that with their continued commitment and dedication the Company could look forward to more profitable operations ahead.

On behalf of the BOARD OF DIRECTORS,

S P SETIA CHAIRMAN

Place New Delhi Date : August 7, 2012

---

Mar 31, 2011

Dear Members,

The Directors have great pleasure in presenting the 19th Annual Report together with Audited Statements of Accounts of the Company for the year ended March 31, 2011.

Financial Results: (Rs. in Lakhs)

2010-2011 2009-2010

Net Sales (Turnover) 12549.64 7277.77

Other Income 76.39 19.50

EBIDTA 325.43

Financial Charges 761.18 754.44

Depreciation 459.48 458.32

Misc. Expenses written off 8.49 12.60

Profit/(Loss) before tax (PBT) (22.59) 899.93)

Provision for Current Tax - -

Provision for Deferred Tax - -

Fringe Benefit Tax - -

Short Provision of Tax 0.00 (0.09)

Net Profit/(Loss) (22.59) (899.84)

FINANCIAL ANALYSIS AND PERFORMANCE REVIEW :

Fiscal 2010-11 witnessed a significant improvement in operations and there has been increase in sales volume. Its turnover has increased from Rs. 7277.77 lakhs to Rs.12549.65 lakhs, year on year basis which reflects an growth of 72.44%. With the improved working, it has been able to reduce its losses considerably from 899.84 lacs during the previous year to Rs. 22.59 Lacs during the last year.

Directors

Mr. Inder Mohan Agrawala retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Brief resume of the Director to be reappointed, nature of his expertise in specific functional areas, names of companies in which he hold directorship(s) and membership(s)/ chairmanship(s) of Board Committees, shareholding and relationships between directors, inter-se, as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is provided in the Report on Corporate Governance.

Auditors

The Auditors of the Company M/s. Sunil Jain & Co., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Directors' view on Auditors observations

Directors' response to the various observations of the auditors even though explained wherever necessary through appropriate notes to accounts, is reproduced hereunder in compliance with the relevant legal requirements.

1. Schoeller Litvinov k.s (SLKS), a fellow subsidiary of the Company, had registered losses during the year and earlier financial years due to economic slowdown. This fellow subsidiary had submitted a re-organization plan dated 13-11-2009, seeking deferment of payment to Secured Creditors, and proportionate waiver of unsecured liabilities which has now been approved by the court. The Company believes that the reorganization plan, considering improvement in the global textile market, will turn around this subsidiary, so as to make good its losses in a foreseeable period of time and will also place this subsidiary in a position to repay the liabilities in due course. Accounts and other receivables amounting to Rs. 6,01,84,142 are due from SLKS as at March 31, 2011. Accordingly, provision against these Accounts and other receivables is not considered necessary at this stage.

In view of developments company believes in future with the financial viability of SLKS such amounts would be realized within a reasonable period of time.

2. The Loans and Advances of the Company include a sum of Rs.1,93,46,572, being an amount receivable from Customs Department as drawbacks against the export sale pertaining to the period 1993 to September, 2004 when the unit was 100% Export Oriented Unit (EOU). The company has filed an application with the office of DGFT for the claim and on the basis of legal advise obtained, is sanguine of receiving the claim. In view of recent Government gazette notification restoring duty draw back , tax refunds on cotton yarn exports are expected to be realized in due course.

3. As on March 31, 2011, the accumulated losses of the Company have exceeded its net worth. In the opinion of the management, the Company's operations are affected by global business downturn which has resulted in reduction in demand, increase in input costs and shortage of working capital. The Company has also filed a reference with Board for Industrial and Financial Restructuring (BIFR) under section 23(1) of Sick Industrial Companies (Special Provisions) Act, 1985. However, based on recent performance and trends of the company and overall industry outlook, there is an increase in average selling prices of yarn, stability in production levels and reduction in procurement costs of raw materials. The company has started earning cash profits and the management believes that losses incurred in past would be made good. The financial statements have been prepared on a going concern basis on the strength of management's plan of revival including reorganization of business and restructuring of loan facilities under Corporate Debt Restructuring scheme.

in view of current physical turnover, management believes to improve the company's performance such as introducing various cost measures and reorganization of business and restructuring of loan facilities.

Cost Auditor

The Central Government had directed an audit of the Cost Accounts maintained by the Company in respect of textile business. The Central Government has approved the appointment of Shri Rajesh Goyal, Cost Accountant of M/s. K G Goyal & Associates, Cost Accountants to conduct the audit of the Cost Accounts of the Company for the financial year ending 31st March, 2011 for the product "Textile”.

Dividend

Your directors have not recommended any dividend for the year ended 31-03-2011 under review.

Fixed Deposits

During the year, your Company has not accepted any new deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

Listing of Shares

Presently the Company shares are listed and traded at the Bombay Stock Exchange Ltd., Mumbai (BSE) and National Stock Exchange of India, Mumbai (NSE) and the Listing Fee has been paid till 31st March, 2012.

Corporate Governance

As stipulated under Clause 49 of the Listing Agreement entered into with Stock Exchanges, a report on Corporate Governance is attached separately as a part of the Annual Report and the Management Discussion and Analysis (MD & A) is included in this report so that duplication and overlap between Directors' Report and a separate MD & A is avoided and the entire information is provided in a composite and comprehensive manner.

Particulars of Employees

The particulars required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, w.e.f. 17-4-2002 are not applicable to the Company during the year.

Auditors Report

The Auditors' Report read together with the Notes to Accounts is self- explanatory and do not call for any further explanation under Section 217 (3) of the Companies Act, 1956.

Directors' Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, your Directors hereby state and confirm that:

i) in preparing the Annual Accounts for the year ended 31st March 2011 all the applicable Accounting Standards have been followed,

ii) accounting policies were adopted and applied 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,

iii) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing / detecting fraud and irregularities has been taken and

iv) the Annual Accounts have been prepared on a "going concern" basis

Industrial Relations

The industrial relations during the year under review remained harmonious and cordial. Your directors wish to place on record their appreciation for the wholehearted co-operation received from all employees at unit of the Company.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure I to the Directors' Report.

Conclusion

Your company enjoys a leadership position in domestic market with strong competitive advantage in export segment. The Company now stands at the cusp of the next phase of growth. We will continue to make investment and progress to further consolidate our leadership position.

Acknowledgments

The Directors take this opportunity to express their grateful appreciation for the whole hearted and sincere co-operation the Company had received from the various departments of Central and State Government, Bankers, Financial Institutions, Customers, Suppliers and Contractors as well as Members of the Company during the year under review of the Company. The Directors also wish to place on record the appreciation for the contribution made by all the employees at all levels and hope that with their continued commitment and dedication the Company could look forward to more profitable operations ahead.

On behalf of the BOARD OF DIRECTORS,

Place New Delhi S P SETIA

Date : August 8, 2011 CHAIRMAN

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Mar 31, 2010

The Directors have great pleasure in presenting the 18th Annual Report together with Audited Statements of Accounts of the Company for the year ended March 31, 2010.

Financial Results: (Rs. in Lakhs)

2009-2010 2008-2009

Net Sales (Turnover) 7277.77 3076.84 Other Income 19.50 367.67

EBIDTA 325.43 (260.94)

Financial Charges 754.44 694.69

Depreciation 458.32 503.08

Misc. Expenses written off 12.60 12.60

Profit/(Loss) before tax (PBT) (899.93) (1471.31)

Provision for Current Tax - -

Provision for Deferred Tax - (49.49)

Fringe Benefit Tax - 1.30

Short Provision of Tax (0.09) 6.89

Net Profit/(Loss) (899.84) (1430.01)



MANAGEMENT DISCUSSION AND ANALYSIS

Global economy has shown slight recovery after the steep slowdown since 2008. The global economy is expected to grow by 4.2% in 2010 and projected to maintain growth in the coming years also. However the economy growth is depending upon demand in America and European Countries whose economy is showing convincing revival. There was tremendous relief to Indian industries over rescue packages introduced by the Indian government, the exports since November, 2009 showing sustainable recovery in spite of inflation, currency appreciation and uncertainty over sub normal monsoon.

The Indian Textile Industry plays very important role in our Countrys Economy and earliest to come into existence in India, it accounts for 14 per cent of the total industrial production, contributes to nearly 12 per cent of the total exports and is the second largest employment generator after agriculture providing employment of 35 million people. The Indian textile industry is one of the largest in the world with a massive raw material and textile-manufacturing base and also currently India has the second highest spindleage in the world after China. Indian economy is largely dependent on the textile manufacturing and trade in addition to other major industries about 30 per cent of the exchange earning are on account of export of textiles and clothing alone.

Demand in America and European countries and in domestic market, the yarn production expecting to grow utpo 8% in 2011 in Indian Economy. However, increase in input prices, rupee appreciation and withdrawal of refund on export cotton yarn may give negative impact on growth of textile exports.

Amit has utilized the opportunity offered by the global recession for introspection to identify areas of improvement. It is a great satisfaction that such initiatives have paid us more and strengthened the company accordingly expecting such events in future also. Amit is expecting bright future for Indian textile industry.

FINANCIAL ANALYSIS AND PERFORMANCE REVIEW :

Fiscal 2009-10 witnessed a significant improvement to increase in sales volume. The management with help of banks provided surplus cash flow for purchase of raw cotton, the Company has achieved impressive results, the turnover has been increased from Rs. 3444.52 lakhs to Rs. 7297.27 lakhs which reflects an growth of 111.85%

SEGMENT-WISE PERFORMANCE

Amit Spinning Industries Ltd. (ASIL) being a cotton yarn manufacturer has only one business segment. On the basis of geographical categorization of market, ASIL identified two segments i.e. exports and domestic.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company has established adequate internal control systems, commensurate with its size and nature of business and such systems are periodically audited, verified and reviewed for their validity, considering the changing business scenario from time to time. The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them from time to time.

MANAGEMENT PERCEPTION ON OPPORTUNITIES, RISKS, CONCERN & OUTLOOK

India has rich resources of raw materials of textile industry and is one of the largest producers of cotton in the world. India is highly competitive in spinning sector and has presence in almost all processes of the value chain. In the recent past the Government also from time to time announces various policy measures to boost growth of the textile industry, The Indian textile industry is expected to pick-up and saw a strong growth in 2010. Moreover China themselves admit that their industry has lost the competitive edge in the last one year. With the rising demands from US and EU markets, the Indian Textile Industry have better prospects in the coming years.

Indian textile industry is highly fragmented in industry structure, and is led by small scale companies. The reservation of production for very small companies that was imposed with the intention to help out small scale companies across the country, led substantial fragmentation that distorted the competitiveness of industry. Smaller companies do not have the fiscal resources to enhance technology or invest in the high- end engineering of processes. Hence they lose in productivity. Despite various stimulus packages introduced by the Government, the textile industry has lost the competitive edge in the past one year with petroleum products & labour became costly, ultimately affecting the margins of the Indian textile industry which is also major concern for the growth of the industry.

The outlook for textile industry in India is very optimistic. It is expected that Indian textile industry would continue to grow at an impressive rate. Textile industry is being modernized by an exclusive scheme, which has set aside $5bn for investment in improvisation of machinery. India can also grab opportunities in the export market. The textile industry is anticipated to generate 12mn new jobs in various sectors more comfortability, the management is in process to extend its operations in Technical Textile to play role in both domestic as well as export market.

HUMAN RESOURCES/INDUSTRIAL RELATIONS

It is needless to state that the success of an organization mainly depends on the human capital employed by them. The Company strives to provide opportunities and an environment, coupled with education and training to its employees enabling them to contribute to their fullest extent and develop their career with the growth of the organization.

Directors

Mr. Ranjan Mangtani and Mr. R Sampath retires by rotation and being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting. Brief resume of the Directors to be reappointed, nature of their expertise in specific functional areas, names of companies in which they hold directorship(s) and membership(s)/ chairmanship(s) of Board Committees, shareholding and relationships between directors, inter-se, as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges are provided in the Report on Corporate Governance.

Auditors

The Auditors of the Company M/s. Sunil Jain & Co., Chartered Accountants retires at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Cost Auditor

The Central Government had directed an audit of the Cost Accounts maintained by the Company in respect of textile business. The Central Government has approved the appointment of Shri Rajesh Goyal, Cost Accountant of M/s. K G Goyal & Associates, Cost Accountants to conduct the audit of the Cost Accounts of the Company for the financial year ending 31st March, 2010 for the product “Textile”.

Dividend

Your directors have not recommended any dividend for the year ended 31-03-2010 under review.

Fixed Deposits

During the year, your Company has not accepted any new deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

Listing of Shares

Presently the Company shares are listed and traded at the Bombay Stock Exchange Ltd., Mumbai (BSE) and National Stock Exchange of India, Mumbai (NSE) and the Listing Fee has been paid till 31st March, 2011.

Corporate Governance

As stipulated under Clause 49 of the Listing Agreement entered into with Stock Exchanges, a report on Corporate Governance is attached separately as a part of the Annual Report and the Management Discussion and Analysis (MD & A) is included in this report so that duplication and overlap between Directors Report and a separate MD & A is avoided and the entire information is provided in a composite and comprehensive manner.

Particulars of Employees

The particulars required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, w.e.f. 17-4-2002 are not applicable to the Company during the year.

Auditors Report

The Auditors Report read together with the Notes to Accounts is self-explanatory and do not call for any further explanation under Section 217 (3) of the Companies Act, 1956.

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:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for that period;

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, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

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

Industrial Relations

The industrial relations during the year under review remained harmonious and cordial. Your directors wish to place on record their appreciation for the wholehearted co-operation received from all employees at unit of the Company.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure I to the Directors Report.

Conclusion

Your company enjoys a leadership position in domestic market with strong competitive advantage in export segment. The Company now stands at the cusp of the next phase of growth. We will continue to make investment and progress to further consolidate our leadership position.

Acknowledgments

The Directors take this opportunity to express their grateful appreciation for the whole hearted and sincere co-operation the Company had received from the various departments of Central and State Government, Bankers, Financial Institutions, Customers, Suppliers and Contractors as well as Members of the Company during the year under review of the Company. The Directors also wish to place on record the appreciation for the contribution made by all the employees at all levels and hope that with their continued commitment and dedication the Company could look forward to more profitable operations ahead.

On behalf of the BOARD OF DIRECTORS,

Place New Delhi S P SETIA

Date : August 9, 2010 CHAIRMAN