Directors Report of Golden Carpets Ltd.

Mar 31, 2014

Dear Members,

The Directors present herewith the 20th Annual Report on the business and operations of the Company and the audited accounts for the year ended 31st March 2014.

Financial Results and Operations

The summarized financial results for the year ended 31st March, 2014 as compared with the previous year are as under:

Rs. In Lakhs.

S. Particulars Year ended Year ended No 31.03.2014 31.03.2013

1. Sales 51.46 79.20

2. Other Income 19.16 5.50

3. Total Income (1 2) 70.62 84.70

4. Total Expenses other than interest (146.11) (178.28)

5. Financial Cost 0.06 0.42

6. Total Expenses other than Depreciation 66.54 101.86

7. Depreciation 79.51 76.00

8. Miscellaneous Expenditure Written off 0.00 0.00

9. Profit/ (Loss) for the before tax (75.49) (93.57)

10. Provision for tax:MAT 0.00 0.00

11. Deferred Tax(Liability)/Asset 33.90 18.29

12. Profit/(Loss) for the year after tax (41.59) (75.29)

The operational performance of the Company is discussed in detail under the Management Analysis and Discussion Report.

Deposits

The Company has not accepted any fixed deposits from the public

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Particulars pursuant to the provisions of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are given in the "Annexure - A"

Particulars of Employees

No employee of the Company was in receipt of remuneration, which requires disclosure under section 217(2A) of the Companies Act, 1956.

Directors

In accordance with the requirements of the Companies Act 1956, read with the Articles of Association of the company Sri.Krishna Naik, shall retire by rotation at this Annual General Meeting, and being eligible offer himself for reappointment. A brief resume of the retiring director as required under clause 40 of the Listing Agreement is provided in this Annual Report.

The Company has received declarations from all the Independent Directors of the company conforming that they meet the criteria of Independence as prescribed both under section 149(6) of the Companies Act, 2013 and under clause 49 of the listing agreement with the stock exchange.

Auditors and Audit Report

The Statutory Auditors of the company M/s.Ramasamy Koteshwararao & Co, Chartered Accountants, Hyderabad (Firm Reg No. 010396S), retire at the ensuing Annual General Meeting and are eligible for re -appointment.

Your company has received intimation to the effect that, proposed re-appointment, if made would be with in the prescribed limit under Section 139 of the Companies Act 2013 and also in compliance with the requirements of the Listing Agreement. They have also confirmed their willingness to accept office, if re-appointed. The Board and Audit Committee recommend the re-appointment of M/ s.Ramasamy Koteshwararao & Co, Chartered Accountants, Hyderabad, as Statutory Auditors to hold office till conclusion of Next Annual General Meeting.

The Auditors Report and notes to the accounts are self explanatory and do not call for any further comments.

Director''s responsibility statement

In accordance with sub-section (2AA) of section 217 of the Companies Act, 1956, the Directors of the Company state:

a. That in the preparation of the accounts for the financial year ended 31st March, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

Management Discussion & Analysis Report

A separate report on Management Discussion & Analysis Report is attached to this report.

Corporate Governance Report

A separate report on corporate governance along with Auditor''s certificate on its compliance is attached to this report.

Cash Flow Statement

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the cash flow statement for the year ended March 31, 2014 is annexed hereto.

Audit Committee

In accordance with Clause 49 of the Listing Agreement, the company has constituted the Audit Committee, which consists of Majority of Independent Directors and Non Executive Directors of the company Viz. Sri.K.Suresh, Sri. Maqsood Ahmed and Smt. Meena Kerur. The Audit committee functions in terms of the role and powers delegated by the Board of Directors keeping in view of the Provisions of Clause 49 of Listing Agreement and Section 292A of the Companies Act 1956.

Human Resource

The Board of Directors would like to place on record its deep appreciation to all the employees for their dedicated services to the company. Our organizational culture and work environment is central to our ability to work effectively.

Acknowledgement

Your Directors take this opportunity to express their appreciation for the cooperation and continued support received from various departments of Central and State Governments, financial institutions, Banks, the Suppliers, Customers and Shareholders of the Company

By Order of the Board

Place: Hyderabad Sd/- Date: 04/08/2014 Sri Krishna Naik Managing Director

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Mar 31, 2010

The Directors present herewith the 16th Annual Report on the business and operations of the Company and the audited accounts for the year ended 31st March 2010.

1 . FINANCIAL RESULTS AND OPERATIONS

The summarized financial results for the year ended 31stMarch 2010 as compared with the previous year are as under:

Rs.In Lakhs.

S.No Particulars Year ended Year ended

31.03.2010 31.03.2009

1. Sales 63.46 145.09

2. Other Income 9.98 6.25

3. TOTAL INCOME (1+2) 73.44 151.34

4. Total Expenses other than interest 72.31 141.27

5. Interest 0.00 0.00

6. Total Expenses other than Depreciation 72.31 141.27

7. Depreciation 75.35 74.69

8. Miscellaneous Expenditure Written off 0.00 16.18

9. Profit/(Loss) for the before tax (74.22) (80.81)

10. Provision for tax 0.00 0.00

Fringe benefit Tax 0.00 0.72

MAT 0.00 1.14

Deferred Tax(Liability)/Asset 17.29 16.14

Profit/(Loss) for the year after tax (56.93) (66.53)

The operational performance of the Company is discussed in detail under the Management Analysis and Discussion Report.

2. RESERVES:

The company has not transferred any amount to reserves during the financial year under review

3. DIVIDEND

Your directors consider it prudent to conserve the resources of the Company and hence have not declared any divided to sustain the future growth of the Company.

4. DEPOSITS

The Company has not accepted any fixed deposits from the public within the meaning of section 58A of the Companies Act, 1956.

5. INFORMATION PURSUANT TO THE COMPANIES DISCLOSURE OF (PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO (pursuant to sec 217(1)(e))

A. Conservation of energy:

I. Adequate measures have been taken for conservation of energy.

II. There is no additional investment and proposal for reduction of energy conservation.

III. As there is no additional investment, there is no impact on the business of the company

B. Technology Absorption

i) Research & Development (R&D)

a) Specific areas in which R&D carried out by the company

For having the modern design, patterns and styles and improving the quality of the products and to have unique, royal and classic designs, the company is constantly carrying out research. The Company has developed new Yam Structure which increases the quality in terms of life of Carpet.

b) Benefits derived as a result of R&D

The most impressive designs with highest standard in quality meeting the present market demand, have emerged out of research carried out by the Company. The new Yarn has been greatly accepted in the market.

c) Future plan of action

The quality designs of carpets has to io be improved with a view to have unique features, pattern and design.

Expenditure on R & D: The Company has not made any expenditure on R& D.

ii) Technology absorption, adoption and innovation.

During the year the company has neither absorbed any new Technology nor adopted or innovated any as the existing technology is sufficient to meet the present market requirements.

6. FOREIGN EXCHANGE EARRINGS AND OUT GO:

Foreign Exchange Earnings : NIL

Foreign Exchange out go : 16.69 Lakhs

7. PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration, which requires disclosure under section 21 7(2A) of the Companies Act, 1956.

8. DIRECTORS

In accordance with the requirements of the Companies Act 1956, read with the Articles of Association of the company Sri Maqsood Ahmed and Mrs Meena Kerur retire by rotation at this Annual General Meeting, and being eligible offer themselves for reappointment.

9. AUDITORS

M/s N.V Ganagadhara & Associates, Chartered Accountants, Statutory Auditors of the Company and WHEREAS a special notice has been received pursuant to Section 225(1) of the Companies Act, 1956 from shareholders for the appointment of M/s Ramasamy Koteswararao &Co., Chartered Accountants, Hyderabad in place of retiring Auditors, namely M/s N.V Ganagadhara & Associates, Chartered Accountants. It is proposed to appointment him as Auditors for the financial year 2010-201 1 and fix their remuneration. A letter for unwillingness to continue as a Statutory Auditor is obtained from the Retiring Auditor.A consent letter and certificate is received from the New Auditors that if appointment is made, he will be within the limits laid down under section 224 (1 B) of Companies Act, 1956.

10. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with sub-section (2AA) of section 21 7 of the Companies Act, 1956, the Directors of the Company state:

a. That in the preparation of the accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

11. CORPORATE GOVERNANCE REPORT

A separate report on corporate governance along with Auditors certificate on its compliance is attached to this report.

12. MANAGEMENT DISCUSSION & ANALYSIS REPORT

A Separate Report of Management Discussion and Analysis Report as required under the Provisions of listing agreement attached to this report.

13. CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the cash flow statement for the year ended March 31, 2010 is annexes hereto.

14. LISTING

The Equity shares of the company Listed on the Bombay Stock Exchange Limited. The company has paid the applicable listing fee to the BSE up-to-date.

15. AUDIT COMMITTEE

In accordance with Clause 49 of the Listing Agreement, the company has constituted the Audit Committee, which consist of Three Independent Directors and Non Executive Directors of the company Viz. Mr.K.Suresh, Mrs.Meena Kerur and Mr.Maqsood Ahmed. The Audit committee functions in terms of the role and powers delegated by the Board of Directors keeping in view of the Provisions of Clause 49 of Listing Agreement and Section 292A of the Companies Act 1956.

16. HUMAN RECOURSE

The Board of Directors would like to place on record its deep appreciation to all the employees for their dedicated services to the company. Our organizational culture and work environment is central to our ability to complete effectively.

Company has taken initiative to appoint Qualified Company Secretary to comply with the provision of Section 383A of the companies Act, Listing Agreement. The Efforts of the company was not fruitful, however company is availing the services from Practicing Company Secretary.

17. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation for the cooperation and continued support received from various departments of Central and State Governments, financial institutions, Banks, the Suppliers, Customers and Shareholders of the Company.

By order of the Board of Directors

Sd/-

Place: Hyderabad S. NAIK

Date : 13-08-2010 Chairman & Managing Director