Directors Report of High Street Filatex Ltd.

Mar 31, 2015

Dear Members,

High Street Filatex Limited

The Directors have immense pleasure in presenting the 21 stAnnual Report on the business and operations of your Company, together with the Audited Financial Statements for the year ended on March 31,2015.

1. FINANCIAL PERFORMANCE

The performance of the Company for the Financial Year ended March 31, 2015 is summarized as below:

(Rs. in Lacs)

Particulars Year ended on

31-03-2015 31-03-2014

Sales 122.64 10.75

Other Income 0.45 0.00

Increase / (Decrease) in stock 76.05 78.35

Total Income 199.14 89.10

Less: Manufacturing & other expenses 0.00 83.34

Profit/(Loss) before Depreciation & Tax 15.86 5.76

Less: Depreciation 5.58 7.39

Profit/(Loss) after Depreciation before tax 10.28 (1.63)

Less: Provision for Taxation 0.00 0.00

Less: Taxation for earlier period 2.00 0.34

Profit after Taxation 8.28 (1.35)

2. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK

During the year under review, there has been significant improvement in the performance of the Company as compared with the previous year. Our revenue from operations has been increased from Rs. 10.75 Lacs to Rs. 122.26 Lacs, at a tremendous growth as compared to the previous year. Consequent to this, the net profit after tax from operations during the year under review was Rs. 8.28 Lacs as against net loss of Rs. 1.35 Lacs in the previous year.

Management is planning to establish new project with the object of attainment of better future & growth. Consequent to such establishment, innovative knitting products will be developed and launched and wide new range of socks for all type of age groups, wrist bands and headbands will be produced.

3. DIVIDEND

Following the conservative approach to retain profits, your Directors did not recommend payment of any dividend for the Financial Year 2014-15.

4. AMOUNTS TRANSFERRED TO RESERVES

The Profit received after Taxation i.e. Rs. 8.28 Lac had been fully transferred to reserves.

5. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of Annual Return in Form MGT-9 containing details as on the financial year ended 31st March, 2015 as required under Section 92 (3) of the Companies Act, 2013, read with The Companies (Management and Administration) Rules 2014 in the prescribed format is appended as "Annexure- 1" to the Board''s Report.

6. NUMBER OF BOARD MEETINGS

Board meetings are conducted in accordance with the provisions of Listing Agreement and the Companies Act, 2013 read with Articles of Association of the Company. The Board meets at regular intervals to discuss and decide on business strategies/policy and review the financial performance of the Company. The Board/ committee meetings are pre-scheduled and a tentative annual calendar of the Board/ committee meetings is circulated to the Directors well in advance to facilitate the Directors or members to plan their schedules and to ensure meaningful participation in the meetings. In case of Business exigencies the Board''s approval is taken through circular resolution which is noted and confirmed at the subsequent Board meeting.

The Board meets at least once in a quarter to review the quarterly performance and the financial results of the Company. Notice of each Board Meeting is given well in advance in writing to all the Directors. The agenda along with relevant notes and other material information are sent in advance separately to each Director. The Agenda along with the relevant notes and other material information is circulated a week prior to the date of the meeting. This ensures timely and informed decisions by the Board. During the Financial Year, every Board Meeting was conducted in accordance with the relevant provisions applicable, viz:

The Chief Financial Officer of the Company is invited to attend all the Board Meetings. Other senior managerial personnel are called as and when necessary to provide additional inputs for the items being discussed by the board.

- The Whole-time Director and the Chief Financial Officer of the Company make the presentation on the quarterly and annual operating & financial performance of the Company, operational health & safety and other business issues.

- The draft of the minutes prepared by Company Secretary is circulated among the Directors for their comment/suggestion and finally after incorporating their views, final minutes are recorded in the books within 30 days of meeting.

- Post meeting, important decisions taken are communicated to the concerned officials and department for the effective implementation of the same.

The Board of Directors met to discuss and decide on Company''s business policy and strength apart from other normal Board business. During the year 2014-2015.7 (Seven) meetings of Board of Directors were held with a maximum time gap of not more than 120 days between any two meetings. The dates on which the said meetings were held were:

The last Annual General Meeting was held on 15th September, 2014.

7. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED BY THE COMPANY U/S 186

During the financial year under review, there were no loans given, neither any investments were made by the Company nor any securities were provided by the Company.

8. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

Particulars of Contract or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 as prescribed in form AOC-2, is appended as "Annexure-2" of the Board''s Report.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statements relate and the date of this Report.

10. RISK MANAGEMENT POLICY

Your Company has set out an elaborate Risk Management procedure which comprises of three stages i.e. Risk assessment/ evaluation, Risk Reporting and Management of the risk evaluated and reported. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

During the year, your Company has formulated the "Risk Management Policy" in accordance with the requirements of Listing Agreement to monitor the risks and their mitigating actions.

11. INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Board has appointed M/s N.Bhandari & Co., Chartered Accountants, Jaipur, as the Statutory Auditor of the Company for the F.Y. 2014-15 which directly reports to the Audit Committee of the Company.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board is entrusted with ultimate responsibility of the management, directions and performance of the Company. Board conducts and exercises the overall supervision and control by setting the goals and policies, reporting mechanism and decision making processes to be followed.

A) APPOINTMENT OF COMPLIANCE OFFICER:

The Board of Directors in its meeting held on the 14th Day of February, 2015 has approved the appointment of CS Nidhi Khandelwal as Compliance Officer of the Company in place of Mr. Bhagwan Singh, Whole-time Director with immediate effect.

B) RETIRE BY ROTATION:

In accordance with the applicable provisions of the Companies Act, 2013 and the Article 89 of Articles of Association of the Company, Ms. Sabita Roy, Director will retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers herself for re-appointment.

Directors recommend her re-appointment.

The brief profile of the Director being appointed/re-appointed at the ensuing Annual General Meeting forms part of notice of the ensuing Annual General Meeting.

12. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet all the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

13. PUBLIC DEPOSITS

The Company has not accepted any Public Deposits within the meaning of Section 73 to 76 of the Companies Act, 2013read with the Companies (Acceptance of Deposits) Rules, 2014.

14. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

The information related to conservation of energy, as required under Section 134 (3)(m) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 is annexed and forms part of this report as Annexure No.-3.

Foreign Exchange earnings and outgo is reported to be NIL during the financial year.

15. AUDITORS & AUDITORS'' REPORT

M/s. N. Bhandari & Co., Chartered Accountants, Jaipur (Firm Registration Number: 03185C) were re-appointed as Statutory Auditors of the Company, at the last Annual General Meeting held on 15th September, 2014 for a term of three consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. Therefore, being eligible, the Board of Directors have offered for the ratification of their appointment to the Shareholders.

As required under the provisions of Section 139 of the Companies Act, 2013, the company has obtained a written certificate from the above mentioned Auditors to the effect that they confirm with the limits specified in the said Section and they had also given their eligibility certificate stating that they are not disqualified for appointment within the meaning of under Section 141 of Companies Act, 2013. The observations made by the Auditors are self explanatory and have been dealt with in Independent Auditors Report & its Annexure forming part of this Annual Report and hence do not require any further clarification.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

16. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the Section 204 of The Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company shall annex with its Board''s Report, a Secretarial Audit Report which shall be issued from the financial year 2014- 15 onwards which is to be given by a Company Secretary in practice.

In compliance with the aforesaid requirements, the Company has also undertaken Secretarial Audit for the year 2014-15 which, inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Agreement and Regulations and Guidelines prescribed by the Securities and Exchange Board of India and Foreign Exchange Management Act, 1999. The Secretarial Audit Report obtained from M/s V.M. & Associates, Company Secretaries, Jaipur is part of this Annual Report as "Annexure- 4".

The Secretarial Audit report for the financial year ended 31st March, 2015 is self explanatory and does not call for any further comments.

Pursuant to Provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. the Board has -appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company to carry out secretarial audit of the Company for the financial year 2014-15.

17. INTERNAL AUDITOR

Pursuant to the Section 204 of The Companies Act, 2013 read withCompanies (Audit and Auditors) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors to carry out Internal Audit of the Company.

In compliance with the aforesaid requirements, the Company has appointed CA Padmini Palod to conduct the Internal Audit of the Company for the Financial Year 2014-15.

The Internal Audit report for the financial year ended 31st March, 2015 is self explanatory and does not call for any further comments.

The Board re-appointed CA Padmini Palod, Chartered Accountant, Jaipur as Internal Auditor of the Company to carry out Internal audit of the Company for the financial year 2015-16.

18. DELISTING OF SECURITIES FROM JAIPUR STOCK EXCHANGE

Securities of your company were also listed on Jaipur Stock Exchange but due to De-Recognition of Jaipur Stock Exchange, the equity of Company gets automatically delisted from Jaipur Stock Exchange vide their letter dated 17th March, 2015 with immediate effect.

The aforesaid statement is made in compliance with Clause 7 of SEBI (Delisting of Equity Shares) Regulations, 2009.

Furthermore, we have also applied for delisting of equity shares from Calcutta Stock Exchange Limited. Presently, the application is under review at the stock exchange.

19. PARTICULARS OF EMPLOYEES

a) None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013 during the year under review.

b) The information in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as "Annexure- 5 " to the Board''s report.

25. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 and section 134(5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, your Directors confirm that:

i) in the preparation of annual accounts for the financial year 2014-15, the applicable accounting standards have been followed along with proper explanations and disclosures relating to material departures, if any;

ii) they 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 the affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

(v) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

26. ACKNOWLEDGEMENT

Your Directors wish to express their gratitude to all the business associates, its management, statutory authorities, Stock Exchanges and to the Investors/ Shareholders for the confidence reposed in the Company and supporting the Company during all crucial and critical issues through their kind cooperation. The Directors also convey their deep sense of appreciation for the committed services by the employees at all levels for their enormous personal efforts as well as collective contribution to the Company.

Date: 10.08.2015 For and on Behalf of the Board of Directors

Place: Jaipur Sd/-

Bhagwan Singh (Chairman) DIN: 02305246"

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Mar 31, 2014

Dear Members,

High Street Filatex Limited

The Directors have immense pleasure in presenting the 20 th Annual Report on the business and operations of your Company, together with the Audited Financial Statements for the year ended on March 31, 2014.

1. FINANCIAL PERFORMANCE

The performance of the Company for the Financial Year ended March 31, 2014 is summarized as below:

(Rs. in Lacs)

Particulars Year ended on

31-03-2014 31-03-2013

Sales 10.75 64.21

Other Income 0.00 0.00

Increase / (Decrease) in stock 78.35 (10.45)

Total Income 89.10 53.76

Less: Manufacturing & other exp. 83.34 68.80

Profit/(Loss) before Dep. & Tax 5.76 (15.03)

Less: Depreciation 7.39 7.39

Profit/(Loss) after Depreciation before tax (1.63) (22.43)

Less: Provision for Taxation 0.00 0.00

Less: Taxation for earlier period 0.34 0.34

Profit after Taxation (1.35) (22.77)

2. DIVIDEND

Dividend could not be recommended for the Financial Year 2013-14 in view of brought forward loss.

3. OPERATIONS

During the year under review, there has been significant improvement in the performance of the Company as compared with the previous year. Our total income has been increased to Rs. 89.10 Lacs from Rs. 53.76 Lacs in the previous year, at a growth rate of 65.73%. Consequent to this, the net loss after tax from operations during the year under review was Rs.1.35 Lacs as against Rs. 22.77 Lacs in the previous year.

4. CONSTITUTION OF BOARD

- Retire by Rotation:

In accordance with the applicable provisions of the Companies Act, 2013 and the Article 89 of Articles of Association of the Company, Mr. Bhagwan Singh, Whole-time Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Directors recommend his re-appointment.

- Appointment & Resignation from Directorship: During the year, Ms. Prachi Chopda, Additional Director has resigned from the Directorship of the Company w.e.f. 10th September, 2013. Board of Directors wish to place on record their sincere appreciation for the contributions made by her, during her tenure as the Director of the Company.

In terms of the provisions of Section 161(1) of the Companies Act, 2013, Ms. Sabita Roy who was appointed as an Additional Director of the Company w.e.f. 14th August, 2014, holds office until the date of ensuing Annual General Meeting. Her appointment as Director liable to retire by rotation is placed before the members for consideration and approval.

The Board of Directors in its meeting held on 14th August, 2014 has recommended the appointment of Mr. Devendra Kumar Palod, Mr. Rajdeep Ghiya and Mr. Rajneesh Chindalia as Independent Directors of the Company not liable to retire by rotation w.e.f. ensuing AGM to hold office for a period of five consecutive years from the date of their appointment.

The brief profile of the Director being appointed/ re-appointed at the ensuing Annual General Meeting forms part of notice of the ensuing Annual General Meeting.

- Appointment of Company Secretary:

Ms. Kiran Geryani has resigned from the designation of Company Secretary & Compliance Officer w.e.f. 15th December, 2013. The Board of Directors wish to place on record their sincere appreciation for contribution made by her, during her tenure as a Company Secretary & Compliance Officer.

For exercising better and effective control on the secretarial, legal and compliance related functions and to meet with the pre-determined standards of Corporate Governance, CS Nidhi Khandelwal was appointed as Company Secretary of the Company w.e.f. 20th December, 2013.

- Appointment of Chief Financial Officer (CFO):

The Board of Directors in its meeting held on 14th August, 2014 has approved the appointment of Ms. Sabita Roy as Chief Financial Officer (CFO) of the Company in place of Mr. Bhagwan Singh, Whole-time Director & CFO, with immediate effect.

5. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 and section 134(5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, your Directors confirm that:

i) in the preparation of annual accounts for the financial year 2013-14, the applicable accounting standards have been followed along with proper explanations and disclosures relating to material departures, if any;

ii) they 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 the affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) the proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

6. PUBLIC DEPOSITS

The Company has not accepted any Deposit from public within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

7. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

The information related to conservation of energy, as required under Section 217(1)(e) of the Companies Act, 1956 and Rule 2 of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 is annexed and forms part of this report. Foreign Exchange earnings and outgo is reported to be NIL during the financial year.

8. AUDITORS & AUDITORS'' REPORT

M/s. N. Bhandari & Co., Chartered Accountants, Jaipur, Statutory Auditors of the Company, retires at the ensuing Annual General Meeting, and confirmed their eligibility and willingness to accept the office, if reappointed. Pursuant to the provisions of Section 141(3)(g) of the Companies Act, 2013, the Company has obtained a written certificate from M/s N. Bhandari & Co., Chartered Accountants, to the effect that their appointment if made, would be in conformity with the limits specified in the said section.

The Board of Directors in its meeting on 14th August, 2014 has recommended the appointment of M/s. N. Bhandari & Co., Chartered Accountants, as Statutory Auditors of the Company. They are sought to be re-appointed for 3(three) financial years subject to ratification in each Annual General Meeting.

The Notes to the Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further clarifications.

- APPOINTMENT OF INTERNAL AUDITORS

Pursuant to the Section 138 of The Companies Act, 2013, every listed company is required to appoint an Internal Auditor to conduct the internal audit of the functions and activities of the Company.

In compliance with the aforesaid requirements, CA Padmini Palod, Chartered Accountant, has been appointed as the Internal Auditor of the Company for the financial year 2014-15.

- APPOINTMENT OF SECRETARIAL AUDITOR

Pursuant to the Section 204 of The Companies Act, 2013, every listed company shall annex with its Board''s Report, a Secretarial Audit Report which shall be issued from the financial year 2014-15 onwards which is to be given by a Company Secretary in practice.

In compliance with the aforesaid requirements, M/s V.M. & Associates, Company Secretaries, Jaipur has been appointed as the Secretarial Auditor of the Company for the financial year 2014-15.

9. MERGER

During the year under review, as a measure of achieving financial consolidation, revenue growth and facilitating the future growth of the Company, the Board of Directors of the Company proposed to go for Merger of the Company with "High Street Fashions Limited".

In this regard, pursuant to Clause 24 (f) of the Listing Agreement and SEBI Regulations, an application for merger of the Company was filed with all the Stock Exchanges i.e. BSE Limited, Jaipur Stock Exchange Limited and Calcutta Stock Exchange Limited.

The documents forming part of the said application are also posted on the website of the Company (www.highstreetfilatex.com) for the reference of stakeholders.

Now, the application has been forwarded by the BSE to Securities and Exchange Board of India (SEBI) and is under process.

10. MANAGEMENT DISCUSSION AND ANYALISIS

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

11. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report forms a part of this Annual Report. The Company has complied with all the disclosures and requirements that have to be made in this regard.

A Certificate from the Auditors of the Company confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance.

12. CASH FLOW STATEMENT

As required under Clause 32 of the Listing Agreement with the Stock Exchanges in India, a Cash Flow Statement, as prepared in accordance with the Accounting Standard on Cash Flow Statement (AS-3) issued by the Institute of Chartered Accountant of India, is given along with Balance Sheet and Statement of Profit and Loss.

13. LISTING

The Securities of your Company are listed at Bombay Stock Exchange Limited, Jaipur Stock Exchange Limited and the Calcutta Stock Exchange Limited. The Company has been generally regular in complying with the provisions of the Listing Agreement. Also the Listing fees of all the Stock Exchange in which the Company is listed has been duly paid upto F.Y. 2014-2015.

14. PARTICULARS OF EMPLOYEES

Disclosure about particulars of employees in relation to sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is not applicable as there was no employee drawing remuneration in excess of prescribed limits.

15. ACKNOWLEDGEMENT

Your Directors wish to express their gratitude to all the business associates, its management, statutory authorities, Stock Exchanges and to the Investors/Shareholders for the confidence reposed in the Company and supporting the Company during all crucial and critical issues through their kind cooperation. The Directors also convey their deep sense of appreciation for the committed services by the employees at all levels for their enormous personal efforts as well as collective contribution to the Company.

Date: 14-08-2014 For and on Behalf of the

Place: Jaipur Board of Directors

Sd/- (Bhagwan Singh) Whole-time Director DIN: 02305246

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Mar 31, 2013

To, Dear Members of High Street Filatex Limited

The Directors have immense pleasure in presenting the 19th Annual Report on the business and operations of your Company, together with the Audited Financial Statements for the year ended on March 31, 2013.

FINANCIAL PERFORMANCE

The performance of the Company for the Financial Year ended March 31, 2013 is summarized as below:

(Rs. in Lacs) Particulars Year ended on 31-03-2013 31-03-2012

Sales 64.21 240.74

Other Income 0.00 0.00

Increase / (Decrease) in stock (10.45) (.77)

Total Income 53.76 239.97

Less: Manufacturing & other exp. 68.80 228.76

Profit/(Loss) before Dep.& Tax (15.03) 11.20

Less: Depreciation 7.39 7.39

Profit/(Loss) after

Depreciation before tax (22.43) 3.80

Less: Provision for Taxation 0.00 75

Less: Taxation for earlier period 0.34 (.08)

Profit after Taxation (22.77) 3.13

DIVIDEND

Dividend could not be recommended for the Financial Year 2012-13 in view of brought forward loss.

OPERATIONS

The Company''s performance suffered a set-back in the year, largely on account of the prolonged sluggishness in the industry.

DIRECTORS & COMPANY SECRETARY

Retire by Rotation:

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Article 89 of Articles of Association of the Company, Mr. Rajneesh Chindalia, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The brief profile of the Director being re-appointed at the ensuing Annual General Meeting forms part of notice of the ensuing Annual General Meeting.

Appointment & Resignation from Directorship:

During the year Mr. Kamal Kishore Ghiya has resigned from the Directorship of the Company w.e.f. March 06, 2013. Board of Directors wish to place on record their sincere appreciation for the contributions made by him, during his tenure as Whole Time Director of the Company.

In terms of the provisions of Section 260 of the Companies Act, 1956 Ms. Prachi Chopda who was appointed as an Additional Director of the Company w.e.f. March 06, 2013, has tendered her resignation from the post of director of the Company vide resignation letter dated August 01, 2013.

The Board has accepted her resignation w.e.f September 10, 2013.

Due to resignation of Ms. Prachi Chopda, the Board has appointed Mr. Bhagwan Singh as the Whole Time Director and CFO of the Company, subject to the approval of shareholders w.e.f. September 10, 2013.

Appointment of Company Secretary and Compliance officer:

For exercising better and effective control on the secretarial and other functions and to meet with the pre determined standards of Corporate Governance, CS Kiran Geryani was appointed as Company Secretary and Compliance officer of the Company w.e.f. June 16, 2012.

DEMAT CONNECTIVITY WITH NSDL:

During the Financial Year 2012-2013, for providing the better facilities to the shareholders of convenient trading in shares of the Company, your Company had again initiated for DEMAT connectivity with NSDL and finally complied up with all the necessary pre-requirements and documentation for the said objective under the guidance of Compliance Officer of the Company.

The Company entered into a tripartite agreement with R&TA & NSDL on February 11, 2013 ; being the effective date of DEMAT Connectivity with NSDL .

At present, the Company is connected for DEMAT facility with both NSDL & CDSL.

REDUCTION OF MARKET LOT OF SHARES ON BSE:

During the Financial Year 2012-2013, queries and problems related to increased market lot of equity shares on the Stock Exchange was received as the shareholders holding less then 100 shares were not able to trade in the shares of the Company. Thus the management decided to get the market lot reduced to 1 equity share on the Bombay Stock Exchange.

In this regard, the Company had fulfilled all the criteria of Bombay Stock Exchange for getting the Market Lot reduced and thus consequent upon the connectivity of the Company with both the Depositories, the market lot of Equity Shares on BSE has been reduced from 100 shares to 1 share w.e.f May 06, 2013 vide BSE Notice No. 20130502-14 dated May 02, 2013.

At present, the shareholders can conveniently trade in the shares of the Company in any quantity.

PAYMENT OF OUTSTANDING LISTING FEES OF JAIPUR STOCK EXCHANGE:

Due to recurring losses and adverse financial position , your Company was unable to cope up with the payment of Listing Fees of Jaipur Stock Exchange from last 8 years ; with a objective of setting off all the dues, during the Financial Year 2012-2013 ; the management decided to request the Exchange for the Waiver of Outstanding Listing Fees .

In this regard, after making applications for waiver , the Exchange after keeping in mind the adverse financial position of the Company, granted a waiver of 65% of the outstanding fees to the Company.

The Company had paid all the dues as a one time settlement upto Financial Year 2013-2014 and thus at present there exist no outstanding amount against Jaipur Stock Exchange.

POSTAL BALLOT:

Pursuant to Section 192A of the Companies Act, 1956 read with Companies (Passing of Resolution by Postal Ballot) Rules, 2001, the following Ordinary Resolution was passed by Postal Ballot on August 22, 2012:

i.) Authorizing the Board under Section 293(1)(a) , selling, leasing or otherwise disposing off the whole or substantially the whole of the undertaking of the Company or where the Company owns more than one undertaking, of the whole , or substantially the whole of any such undertaking.

Postal Ballot notice along with the explanatory statement dated August 22 ,2012 and postal ballot forms and prepaid postage envelopes were dispatched to the shareholders on August 24, 2012 .The last date of the receipt of duly filled of Postal Ballot Form is September 24, 2012. The Company has appointed Mr. Manoj Maheshwari, Practising Company Secretary as a scrutinizer for processing and evaluating the Postal Ballot Form.

Details of voting as per the Scrutinizer Report dated September 25, 2012 are as follows:

Total no. of Votes Polled Result

shareholders from whom Postal Ballot Forms Received

Total - 48 Total- 423785 Since 99.96% votes

- Favour- 38 - Favour- 423625 have been caste in

- Against- 4 - Against- 70 favour of subject matter,

- Invalid- 6 - Invalid- 90 the same was treated

to be ASSENTED with requisite majority.

The above result of the Postal Ballot was announced by the Chairman at the registered office of the Company on September 25, 2012 and duly advertised in the newspapers.

PUBLIC DEPOSITS

The Company has not accepted any Deposit from public within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your Directors confirm that: i) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations and disclosures relating to material departures, if any; ii) they 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 the affairs of the Company at the end of the financial year and of the profit of the Company for that period; iii) the proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

AUDITORS & AUDITORS'' REPORT

M/s. N. Bhandari & Co., Chartered Accountants, Jaipur, Statutory Auditors of the Company, retires at the ensuing Annual General Meeting, and confirmed their eligibility and willingness to accept the office, if reappointed. The Board of Directors in its meeting on August 12, 2013 has recommended the appointment of M/s. N. Bhandari & Co., Chartered Accountants, as Statutory Auditors of the Company at the ensuing Annual General Meeting for the Financial Year 2013-14.

The Notes to the Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further clarifications under section 217(3) of the Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

The information related to conservation of energy, as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 is annexed and forms part of this report.

PARTICULARS OF EMPLOYEES

Disclosure about particulars of employees in relation to sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and forming part of Directors'' report for the year ended March 31, 2013 is not applicable as there was no employee drawing remuneration in excess of prescribed limits.

CASH FLOW STATEMENT

As required under Clause 32 of the Listing Agreement with the Stock Exchanges in India, a Cash Flow Statement, as prepared in accordance with the Accounting Standard on Cash Flow Statement (AS-3) issued by the Institute of Chartered Accountant of India, is given along with Balance Sheet and Profit and Loss Account.

LISTING

The Securities of your Company are listed at Bombay Stock Exchange Limited, Jaipur Stock Exchange Limited and The Calcutta Stock Exchange Limited. The Company has been generally regular in complying with the provisions of the Listing Agreement. Also the Listing fees of all the Stock Exchange in which the Company is listed has been duly paid upto F.Y. 2013-2014.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report forms a part of this Annual Report. The Company has complied with all the disclosures and requirements that have to be made in this regard.

A Certificate from the Auditors of the Company confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance.

CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In compliance with the SEBI regulations on prevention of insider trading, the Company has formulated a comprehensive code of conduct for prevention of Insider Trading for its management and staff. The Code lays down guidelines advising them on procedure to be followed and disclosures to be made while dealing with shares of the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude to all the business associates, its management, statutory authorities, Stock Exchanges and to the Investors/Shareholders for the confidence reposed in the Company and supporting the Company during all crucial and critical issues through their kind cooperation. The Directors also convey their deep sense of appreciation for the committed services by the employees at all levels for their enormous personal efforts as well as collective contribution to the Company.

For and on Behalf of the Board of Directors

Sd/- Sd/-

Jaipur (Rajdeep Ghiya) (Prachi Chopda)

August 12, 2013 Director Director

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Mar 31, 2012

The Directors have immense pleasure in presenting the 18th Annual Report on the business and operations of your Company, together with the Audited Financial Statements for the year ended on March 31, 2012.

FINANCIAL PERFORMANCE

The performance of the Company for the Financial Year ended March 31, 2012 is summarized as below:

(Rs. in Lacs)

Particulars Year ended on 31-03-2012 31-03-2011

Sales 240.74 304.48

Other Income 0.00 0.85

Increase/(Decrease) in stock (.77) 5.81

Total Income 239.97 311.15

Less: Manufacturing & other expenses 228.76 278.55

Profit/(Loss) before Depreciation & Tax 11.20 32.6

Less: Depreciation 7.39 21.95

Profit/(Loss) after Depreciation before tax 3.80 10.64

Less: Provision for Taxation .75 2

Less: Taxation for earlier period (.08) 0.00

Profit after Taxation 3.13 8.65

DEMATERIALISATION OF SHARES

The demat activation of your Company is in process with NDSL for providing better facilities to the shareholders like trading with shares more conveniently and etc. At present 67.48% of paid up capital of the Company is held in dematerialized form with CDSL.

DIVIDEND

Dividend could not be recommended for the Financial Year 2011-12 in view of brought forward loss.

PUBLIC DEPOSITS

The Company has not accepted any Deposit within the meaning of Section 58A of the Companies Act, 1956.

DIRECTORS Retire by Rotation

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Article 89 of Articles of Association of the Company, Mr. Rajdeep Ghiya, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The brief profile of the Director being re-appointed at the ensuing Annual General Meeting forms part of notice of the ensuing Annual General Meeting.

Due to resignation of Mr. Shanti Narain from the post of whole time Director of the Company, Mr. Kamal Kishore Ghiya is appointed as the Whole Time Director of the Company w.e.f April 01, 2011 for looking after day to day business and affairs of the Company.

Also for the better and effective control in the secretarial department and due to resignation of prior Company Secretary, your management has appointed CS Kiran Geryani, member of ICSI due to her vast experience in secretarial issues as the Company Secretary & Compliance Officer of the Company to look after all the secretarial and other main issues of the Company w.e.f. June 16, 2012.

EFFECT OF COMING OUT OF SICKNESS STATUS

After the discharge of the Company from the purview of Sick Industrial Companies (Special Provisions) Act, 1985, the Company is indulged in the new business activities and executing all the projects successfully and thus trying to recover from all earlier losses for the profitability of the shareholders.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) read with section 292A of the Companies Act, 1956, we the Directors of High Street Filatex Limited, state in respect of Financial Year 2011-12 that:

i) in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

ii) the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

AUDITORS & AUDITORS' REPORT

M/s. N. Bhandari & Co., Chartered Accountants, Jaipur, Statutory Auditors of the Company , retires at the ensuing Annual General Meeting, and confirmed their eligibility and willingness to accept the office , if reappointed. The Board of Directors in its meeting on August 22, 2012 has recommended the appointment of M/s. N. Bhandari & Co., Chartered Accountants, Jaipur as Statutory Auditors of the Company at the ensuing Annual General Meeting for the Financial Year 2012-13.

The Notes to the Accounts referred to in the Auditors' Report are self explanatory and therefore do not call for any further clarifications under Section 217(3) of the Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

The information related to conservation of energy, as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 is annexed and forms part of this report.

PARTICULARS OF EMPLOYEES

Disclosure about particulars of employees in relation to sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and forming part of Directors' report for the year ended March 31, 2011 is not applicable as there was no employee drawing remuneration in excess of prescribed limits.

CASH FLOW STATEMENT

As required under Clause 32 of the Listing Agreement with the Stock Exchanges in India, a Cash Flow Statement, as prepared in accordance with the Accounting Standard on Cash Flow Statement (AS-3) issued by the Institute of Chartered Accountant of India, is given along with Balance Sheet and Profit and Loss Account.

LISTING

The Securities of your Company are listed at Bombay Stock Exchange Limited, Jaipur Stock Exchange Limited and Calcutta Stock Exchange Limited. The Company has been generally regular in complying with the provisions of the Listing Agreement.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report forms a part of this Annual Report. The Company has complied with all the disclosures and requirements that have to be made in this regard.

A Certificate from the Auditors of the Company confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance.

ACKNOWLEDGEMENT

The Directors wish to express their gratitude to all the business associates, its management and to the Investors/ Shareholders for the confidence reposed in the Company and supporting the Company during all crucial issues. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution to the Company.

For and on Behalf of the Board of Directors

Sd/- Sd/- (K.K. Ghiya) (Rajneesh Chindalia) Whole-time Director Director Jaipur August 22, 2012

---

Mar 31, 2010

The Directors have great pleasure in presenting the 16th Annual Report on the business and operations of your Company, together with the Audited Financial Statements for the year ended on 31st March, 2010.

FINANCIAL PERFORMANCE

The operations of the Company remained suspended till January, 2010. It resumed its operations on 19th February, 2010 and came into production on 1* March, 2010.

As the domestic market had become very lucrative, it had become necessary to get rid of 100% EOU status. Accordingly, an application was moved to the Development Commissioner, Noida, Export Processing Zone for the same. The unit was thereafter de-bonded on 26th January, 2010 after payment of necessary duties.

The performance of the Company for the financial year ended March 31, 2010 Is summarized as below:

(Rs. in Lacs)

Particulars Year ended on

31.03.2010 31.03.2009

Sales 87.75 0.00

Others 23.39 0.00

Increase / (Decrease) in stock (4.85) 0-00

Manufacturing & other expenses 52.62 2.74

Profif(Loss) before Depreciation 23.67 _ (2.74)

Depreciation S.30 0.00

Net Profit/(Loss) for the year 15,37 (2.74)

Expenses of previous year 0.00 (0.90)

Balance transferred to Balance Sheet 15.37 (3.64)

PROGRESS UNDER OTS AND FULL PAYMENT TO IDBI (SASF)

The net worth of the Company improved due to OTS settlement on account of remission of interest, liquidating damages and penalties etc.

The OTS dues of Stressed Assets Stabilization Fund (IDBI) were fully paid during the year. The funds were Injected by the promoter to make payment under OTS settlement to SASF (IDBI). The funds so injected by the promoters are ultimately desired to be converted into equity subject to the approval of shareholders in the Annual General Meeting.

PROGRESS UNDER BIFR

Consequent upon liquidationi of entire liabilities of the Company on account of debt burden of IDBI and SBBJ, the Company came out of the woods and made an application to BIFR to bring it out of sickness status and also for granting permission to do away with the services of operating agency who had shown reluctance to give rehabilitation package as desired by the Company. The BIFR Bench observed on 13th May, 2010 that the Companys net worth had become positive on the basis of provisional Balance Sheet as on 31st March, 2010 and on the basis of Chartered Accountants certificate to that effect. The Bench was kind enough to grant permission under Sec 17(2) of SICA, to exempt the Company, from taking the support of the OA of IDBI who was also present and agreed to it. The Bench finally ordered to produce positive net worth certificate on basis of Audited Annual Report as on 31st March, 2010 and also file written submissions in this regard on next date of hearing i.e. 4th Aug, 2010 which has been adjourned due to reduction of no. of benches In BIFR.

Now the Company has filed miscellaneous application along with Audited Balance Sheet on 10th August, 2010 for de-registration as a sequel to Net Worth of the Company having turned positive as per its Audited balance Sheet as on 31st March, 2010 and Is waiting for the next date of hearing to be fixed by the Bench for final order.

REDUCTION OF CAPITAL

In May 2009, your Directors approved the proposal for the reduction of capital of the Company from Rs, 6,47,00,000/- (Rupees Six Crore Forty Seven Lacs Only) to Rs. 64,70,000/- (Rupees Sixty Four Lacs Seventy Thousand Only), as per the provisions of the Section 100 to 104 of the Companies Act, 1956. Further, the same was approved by the Shareholders of the Company In the Annual General Meeting held on 10th July, 2009. Pursuant to the said approval, a petition for the same was filed with the Honble High Court at Jaipur.

Honble High Court has passed its final order on 22ndApril, 2010 approving the Scheme of Reduction of Capital. The final working for the completion of the same is under process.

DIVEDEND

In order to conserve the profits for the future the Board of Directors of the Company did not recommend any dividend for the year under review.

PUBLIC DEPOSITS

The Company has not accepted any Deposit within the meaning of Section 58A of the Companies Act, 1956.

DIRECTORS

Retire by Rotation

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Article 89 of Articles of Association of the Company, Mr. Rajneesh Chlndalla, Director retires by rotation at the ensuing Annual General

Meeting and being eligible offers himself for re- appointment.

The brief profile of the Director being re-appointed at the ensuing Annual General Meeting forms part of notice of the ensuing Annual General Meeting.

Appointment of Whole Time Director

Mr. Shanti Narain Kumsr who was appointed as a Dlrector w.e.f 15th June, 2001 Is proposed to be re-appointed as Whole-tlme Director of the Company at the Annual General Meeting of the Company w.e.f 15th July, 2009.

Resignation of Managing Director

Mr. Raj Kumar Sethla, Managing Director of the Company has resigned from the post of Managing Director w.e.f. 30* July, 2009,

RE-STRUCTURING AND RE-CLASSIFICATION OF AUTHORISED SHARE CAPITAL

The Board of Directors have proposed to re-structure and re-classify the existing Authorised Share Capital of Rs 7,50,00,000/- divided into 75,00,000 Equity Shares into 40,00,000 (Forty Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and 3,50,000 (Three Lacs Fifty Thousand) 6% Redeemable Cumulative Non Convertible Preference Shares of Rs. 100/- (Rupees One Hundred) each by the creation of 3,50,000 (Three Lacs Fifty Thousand) 6% Redeemable Cumulative Non Convertible Preference Shares of Rs. 100/- (Rupees One Hundred) each, for the approval of shareholders of the Company at the Annual General Meeting.

ALTERATION OF MEMORANDUM & ARTICLES OF ASSOCIATION

The re-structuring and re-classification of Authorised Share Capital requires alteration in the Share Capital clause of the Memorandum and Articles of Association of the Company. The said alterations are proposed for the approval of members in the notice attached.

PREFERENTIAL ISSUE OF PREFERENCE SHARES

The Board of Directors subject to the approval of shareholders of the Company and such other approvals as may be necessary have decided to create, offer, issue and allot up to 3,50,000 (Three Lacs Fifty Thousand) 6 % Redeemable Cumulative Non Convertible Preference Shares to the promotere of the Company with a condition that the Preference shares shall not be redeemed before three (3) years and not later than five (5) years from the date of allotment.

The proceeds will help the Company to Improve Its financial ratios by increasing the net worth of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Interim of section 217(2AA ) read with section 292A of the Companies Act, 1956, we the Directors of High Street Filatex Limited, state in respect of financial year 2009-10 that:

I) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) the directors have prepared annual accounts on a going concern basis.

AUDITORS

M/S N. Bhandan & Co., Chartered Accountants, Jaipur, retiring Auditors at the ensuing Annual General Meeting, expressed their willingness to continue as Auditors. The Board recommends their re-appointment for the financial year 2010-11.

AUDITORS REPORT

the Notes to the Accounts referred to in the Auditors Report are self explanatory and therefore do not cad for any further clarifications under section 217(3) of the Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

The infomation related to conservation of energy, as required under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 is annexed and forms part of this report.

PARTICULARS OF EMPLOYEES Disclosure about particulars of employees in relation to sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and forming part of Directors report for the year ended 31" March, 2010 is not applicable as there was no employee drawing remuneration in excess of prescribed limits.

POSTAL BALLOT

A Postal ballot was conducted by the Company for the purpose of passing ordinary resolution of restructuring and reclassification of Authorised Share Capital, special resolutions for alteration in Articles of Association and offer, issue and allotment of 3,50,000 (three lacs fifty thousand) 9% redeemable, cumulative preference shares.

On the basis of the Scrutinized Report dated 20th March, 2010 it was revealed that total 15 votes were polled and out of which only 4 assented to the resolution and 11 and hence the resolutions were taken as not passed,

CASH FLOW STATEMENT

As required under Clause 32 of the Listing Agreement with the Stock Exchanges in India, a Cash Flow Statement, as prepared in accordance with the Accounting Standard on Cash Flew Statement (AS-3) Issued by the Institute of Chartered Accountant of India, is given along with Balance Sheet and Profit and Loss Account.

LISTING

The Securities of your Company are listed at Bombay Stock Exchange Limited, Jaipur Stock Exchange Limited and Calcutta Stock Exchange Association Limited. The Company has been generally regular In complying with the provisions of the Listing Agreement.

The Company has proposed to get the shares of the Company delisted from the Calcutta Stock Exchange Association Limited and Jaipur Stock Exchange Limited.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report forms a part of this Annual Report. The Company Is in full compliance wilh the requirements and disclosures that have to be made in this regard. A Certificate from the Auditors of the Company confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance.

ACKNOWLEDGEMENT

The Directors wish to express their gratitude to all the business associates and to the Investors/Shareholders for the confidence reposed in the Company and its management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on Behalf of the Board of Directors



Shanti Narain Kumar Rajneesh Chlndalla

Whole-time Director Director

Place: Jaipur

Dated: 14.08.2010