Directors Report of Jamshri Realty Ltd.

Mar 31, 2015

We present our Annual Report of the Company with the audited statement of accounts for the year ended 31 st March, 2015.

1. FINANCIAL RESULTS

2014-15 2013-14

Gross Profit/(Loss) 2,12,64,496 86,09,802

ADDITIONS/DEDUCTIONS

Depreciation 55,74,049 55,11,006

Profit /Loss before Taxation 1,56,90,447 30,98,796

Less: Provision for Tax 24,00,000 1,00,000

Profit/(Loss) after taxation 1,32,90,447 29,98,796

Balance brought forward (90,48,424) (1,20,47,220)

Profit/(Loss) dealt with as under 42,42,023 (90,48,424)

Less: Transferred from Assets (7,73,177) 0

Surplus/(Deficit) carried to Balance Sheet 34,68,845 (90,48,424)

2. PERFORMANCE

Your Directors are glad to inform that the Company has been able to wipe out its accumulated losses during the current year. The Company has achieved Revenue from Operations of Rs. 5484.08 lacs during the current financial year as against Rs. 4097.09 lacs in the previous year i.e. an increase of 34%. Profit after Tax has also increased to Rs. 132.90 lacs in the current year as against Rs. 29.99 lacs in the previous year.

Power is a major cost input. The company has entered bilateral agreements which resulted into reduction of cost of Power by 15% approximate.

3. DIVIDEND

Looking to the growing working capital requirements, the Directors do not propose dividend for the year.

4. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(3) of the Companies Act, 2013 your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made 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 as at March31, 2015 and of the profit of the Company for the year ended on that date;

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

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

e) the Directors have laid down internal financial controls which are adequate and are operating effectively.

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

5. DISCLOSURE REQUIREMENTS

As per Clause 49 of the Listing agreement entered into with the stock exchange, corporate governance report with auditor's certificate thereon and management discussion and analysis are attached in Annexure-I, which forms part of the report.

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the listen agreement with stock exchange.

6. CURRENT OUTLOOK

The economy is gaining ground. Steps taken by the Central Government to uplift the industry like simplifying labor laws, introducing GST, phase wise reduction of corporate taxes, etc will all provide positive environment. The Company intends to increase the quantum of power purchase through bilateral route. The Local Body Tax in Solapur is proposed to be abolished from August 2015 which will also help in better growth. The value added products initiated during the year should give result on long term basis.

The Management is confident to further improve the productivity, sales and profitability in the current year and onwards.

7. DIRECTORS :

During the year under review, the members approved the appointments of Smt. Rekha Thirani as a Non-executive Non-Independent Director who is liable to retire by rotation and of Shri S.K.Somany,and Shri E.A.K.Faizullabhoy as Independent Directors for 5 consecutive years for a term up to the conclusion of the 111th Annual General Meeting in the calendar year 2019. The members have also reappointed Shri N.R.Damani liable to retire by rotation. The members have also appointed Shri Rajesh Damani as Joint Managing Director Shri N. R. Damani , Joint Managing Director, subsequently resigned from the office of Joint Managing Director and also from the office of Director w.e.f. 31st October,2014 . The Board places on record his contribution towards the working of the Company since his appointment on the Board on 2nd May 1978. The Board also recalled about his strenuous efforts during the difficult times of the Company by settling the dues of various creditors, getting the incentives sanctioned and bringing out the Company from the purview of B.I.F.R. and in the process making the Company virtually debt free.

8. INSURANCE

Your Company's Buildings, Plant and Machinery, Tool, Electrical installations, Stock in Process, Finished Goods and Raw Materials have been adequately insured.

9. PUBLIC DEPOSITS

The Company has not taken any Fixed Deposit from the Public.

10. Number of meetings of the Board

Four meetings of the Board were held during the year. For details of the meetings of the Board, please refer to the corporate governance report, which forms part of the report.

11. Declaration of Independence

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2103 read with the Schedules and rules issued there under as well as Clause 49 of the listing Agreement.

12. Board evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and exchange Board of India ("SEBI") under clause 49 of the listing Agreements.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board process, information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committee, effectiveness of committee meetings, etc.

The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual directors to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. in addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

13. Policy on directors' appointment and remuneration and other details The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

14. Internal financial control systems and their adequacy

The Board of Directors of the Company has laid down adequate internal financial controls which are operating effectively. During the year policies and procedures are adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, the prevention and detection of its frauds and errors, the accuracy and completeness of the accounting records and the timely preparations of reliable financial information.

15. Audit Committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

16. Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, Mittal & Associates, Chartered Accountants were appointed as statutory auditors of the Company from the conclusion of the one hundred and sixth annual general meeting (AGM) of the Company held on 18th September till the conclusion of the one hundred and ninth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

17. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013, The Company has appointed Mr. Virendra Bhatt, Practicing Company Secretary as the Secretarial Auditor of the Company for the year 2014-15

18. Auditors report and secretarial auditors reports

The auditors' report and secretarial auditors reports does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure II which forms part of this report.

19. Risk management

The Board of the Company has formed a risk management committee to frame, implement and monitor risk management plan for the Company. 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 risk and controls . Major risks identified by the businesses and function are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis which form part of this report.

20. Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

21. Transactions with related parties

All transactions entered into with the related parties as defined under the Companies Act, 2013 and Clause 49 of the listing Agreement during the financial year were in the ordinary course of business and on arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no material related transactions during the year. Thus disclosure in Form AOC-2 is not required.

22. Corporate social responsibility

The Company does not meet the criteria fixed for the Corporate Social Responsibility (CSR) under Section 135 of the Companies Act and as such there is no report on corporate Social responsibility during the year

23. Extract of annual return

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure III in the prescribed Form MGT-9 which forms part of this report.

24. Subsidiary/Associate Company

The Company does not have any subsidiary, joint venture or associate company at the beginning, during the year or at the closing of the year

25. Particulars of employees

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:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year.

Name of the Director Salary Perquisite Sitting Fees Total Median Remunera- tion

Shri P.R. Damani 672000 192850 -- 854850 126670

Shri N.R. Damani * 352800 94500 -- 447300 126670

Shri Rajesh Damani ** 302400 81000 1500 384900 126670

Shri E.A.K. Faizull abhoy -- -- 750 750 126670

Shri S.K. Somany -- -- 3000 3000 126670

Shri Kiranbhai J Shah -- -- 2250 2250 126670

Smt. Rekha Thirani -- -- 750 750 126670

Shri Balkishan M Mohta -- -- 3000 3000 126670



Name Ratio



Shri P.R. Damani 1:7 Shri N.R. Damani * 1:4 Shri Rajesh Damani ** 1:3

Shri E.A.K.Faizullabhoy 1:0.006

Shri S.K.Somany 1:0.024

Shri Kiranbhai J Shah 1:0.018

Smt. Rekha Thirani 1:0.006 Shri Balkishan M Mohta 1:0.024

Shri Bipinbhai M Patel 1:0.006

*Resigned w.e.f. 31-10-2014

**Sitting Fee pertains to the period when Shri Rajesh Damani was not Joint Managing Director

b. The percentage increase in remuneration of each director , CEO, CFO During the year Board has not increased the remuneration of any Executive Director or sitting fees to Non- Executive Directors.

c. The percentage increase in the median remuneration of employee in the financial year: 14%

d. The number of permanent employees on the rolls of Company: 177

e. The explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase of 10%. The individual increments varied from 6% to 18% based on individual performance.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel (KMP)in FY 15(Rs.) 2365860

Revenue (Rs.) 548407683

Remuneration of KMPs (as % of revenue) 0.41

Profit before Tax (PBT) (Rs. Crores) 15690447

Remuneration of KMP(as % of PBT) 14.32

g. Variations in the market capitalization of the Company, price earnings ratio as the closing date of the current financial year and previous financial year.

Particulars March31,2015 March31,2014 % change

Market capitalization (Rs.) 131591803 113742915 15.69

Price Earnings Ratio 9.89 37.79 (73.83)

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Your Company is listed in the BSE before Independence and in 1993 when the Company came out with the Public Offer due to substantial gap it is not justifiable to provide percentage change as on today's price.

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 10% However during the course of the year, the total increase is approximately 14% after accounting for promotions and other event based compensation, revised increase in the managerial remuneration for the year was 6.5%

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company who draw more than Rs. 5 lacs p.a.

Mr.J.M.Adhia, Mr.Vijay Katare, President Vice President

Remuneration in FY 15(Rs. 1178900 1067875

Revenue 548407683 548407683

Remuneration as % of revenue 0.21 0.19

Profit before tax (PBT) 15690447 15690447

Remuneration (as % of PBT) 7.51 6.81

k. The Key parameters for any variable component of remuneration availed by the directors:

There is no variable component of remuneration availed by the directors.

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.

Name of the Executive Director Total Salary Shri J M Adhia Shri Vijay Katare President Vice President

Salary Ratio Salary Ratio

Shri PR. Damani 854850 117890 0.73 1067875 0.80

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company and there is no employee stock option scheme.

n. There is no Employee in receipt of remuneration exceeding Rs.5,00,000/- p.m. or part thereof or Rs.60,00,000/ - p.a. accordingly no particulars are furnished under Section 197(12) of the Companies Act,2013.

26. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of contribution made by the employees at all levels for the operations of the Company during the year under review.

27. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EARNING AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act are provided in Annexure !V to this Report.

For and on behalf of the Board

Place: MUMBAI

Date : 26th May,2015 CHAIRMAN

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Mar 31, 2014

Dear Members,

We present our Annual Report of the Company with the audited statement of accounts for the year ended 31 st March,2014.

1. FINANCIAL RESULTS

THIS YEAR PREVIOUS YEAR

Gross Profit/(Loss) 86,09,802 58,17,712

ADDITIONS/DEDUCTIONS

Depreciation 55,11,006 51,08,382

Profit /Loss before Taxation 30,98,796 7,09,330

Less: Provision for Tax 1,00,000 0

Profit/(Loss) after taxation 29,98,796 7,09,330

Balance brought forward (1,20,47,220) (1,27,56,550)

Profit/(Loss) dealt with as under (90,48,424) (1,20,47,220)

Surpius/(Peficit) carried to Balance Sheet (90,48,424) (1,20,47,220)

2. DIVIDEND

In view of accumulated loss the Directors are unable to recommend any dividend.

3. RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of Companies Act.1956 your Directors subscribe to the "Directors'' Responsibility Statement" and confirm as.under:

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

ii) that 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 the period;

iii) that the Directors have taken proper and sufficient care of 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) that the Directors have prepared the annual accounts on a going concern basis.

4. WORKING

The working during the year was affected due to slow down of economy .

With the import liberalization the realisation of our products could not match the increase in input cost as low cost Chinese yarn was available in market in abundance. Overall recession in Textile Industry continued during Current year also.

5. CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as a part of this Annual Report of the Company. A certificate from Auditors of the Company regarding compliance of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to the report on Corporate Governance.

6. CURRENT OUTLOOK.

As per announcement of Government of Maharashtra the power tariff is expected to be lower during current year. This will make our product more competitive and will be able to match International competition. However working the plant to full capacity seems to be a challenge due to shortage of skilled workers.

7. DIRECTORS

As per Companies Act, 2013, Shri S.K.Somany and Shri E.A.K. Faizullabhoy retire and are eligible for reappointment as Independent Directors. Shri N. R. Damani Joint Managing Director retires by rotation and eligible for reappointment.

8. INSURANCE

Your Company''s Buildings, Plant and Machinery, Tool, Electrical installations, Stock in Process, Finished Goods and Raw Materials have been adequately insured.

9. PUBLIC DEPOSITS

The Company has not taken any Fixed Deposit from the Public.

10. M/s Mittal & Associates, Chartered Accountants, Statutory Auditors of your Company hold office until) the conculsion of the forth coming Annual General Meeting and are eligible for reappointment. They have confimed their eligibility for reappointment under the provisions of section 139 of the Companies Act, 2013

11. PARTICULARS OF EMPLOYEES

There is no Employee in receipt of remuneration exceeding Rs.5,00,0007- p.m. or part thereof or Rs.60,00,0007- p.a. Accordingly no particulars are furnished u/s. 217(2A) of the Companies Act.

12. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of contribution made by the employees at all levels for the operations of the Company during the year under review.

13. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EARNING AND OUTGO

Information pursuant to Section 217(i)(e) of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988 is given in the annexure,

For and on behalf of the Board

Place: MUMBAI

Date :28th May,2014 CHAIRMAN

---

Mar 31, 2012

The present our Annual Report of the Company with the audited statement of accounts for the year ended 31st March,2012.

1. FINANCIAL RESULTS

THIS YEAR PREVIOUS YEAR

Gross Profit/(Loss) 43,73,416 8,72,04,578

ADDITIONS/DEDUCTIONS

Depreciation 45,83,026 29,15,672

Profit/(Loss) after taxation (2,09,610) 8,42,88,906

Balance brought forward (1,25,46,940) (9,68,35,846)

Profit/(Loss) dealt with as under (1,27,56,550) (1,25,46,940)

Surplus/(Deficit) carried to Balance Sheet (1,27,56,550) (1,25,46,940)

2. DIVIDEND

In view of accumulated loss the Directors are unable to recommend any dividend.

3. RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of Companies Act.1956 your Directors subscribe to the "Directors' Responsibility Statement" and confirm as under:

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

ii) that 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 the period;

iii) that the Directors have taken proper and sufficient care of 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) that the Directors have prepared the annual accounts on a going concern basis.

4. WORKING

The working during the year was adversely effected due to steep rise in the prices of Raw Material and shortage of Labour for working the plant to full capacity.

The recession in textile Industry continued during the year effecting the sales realization of finished product.

5. CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as a part of this Annual Report of the Company. A certificate from Auditors of the Company regarding compliance of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to the report on Corporate Governance.

6. CURRENT OUTLOOK.

Government's emphasis to increase power generation will enable your company to receive uninterrupted power supply without fluctuation in voltage. This will be helpful in increasing the production and reducing the cost. Realisation of yarn is expected to increase with revival of weaving sector.

7. B.I.F.R

B.I.F.R has taken out the Company from the purview of SICA as the net worth of the Company became positive

8. DIRECTORS

Under Articles 146 of the Articles of Association of the Company, Shri E.A.K.Faizullabhoy retires by rotation and is eligible for reappointment.

9. INSURANCE

Your Company's Buildings; Plant and Machinery, Tool, Electrical installations, Stock in Process, Finished Goods and Raw Materials have been adequately insured.

10. PUBLIC DEPOSITS

The Company has not taken any Fixed Deposit from the Public.

11. AUDITORS' REPORT

Auditors' Report do not call for any specific response u/s. 217(3) of the Companies Act,1956.

12. AUDITORS

You are requested to appoint the Auditors to hold office from conclusion of the meeting till the conclusion of the next Annual General Meeting and fix their remuneration. The retiring Auditors, M/s. Mittal & Associates, Chartered Accountants being eligible offer themselves for reappointment. '

13. COST AUDITORS

The Company has appointed Shri S.V. Vhatte and Associates, Cost Accountant for conducting the Cost Audit of the Textiles for the financial year ended March, 2013.

14. PARTICULARS OF EMPLOYEES

There is no Employee in receipt of remuneration exceeding Rs.2,00,000/- p.m. or part thereof or Rs.24,00,000/- p.a. Accordingly no particulars are furnished u/s. 217(2A) of the Companies Act.

15. ACKNOWLEDGEMENTS

Your Directors place on record the timely assistance and cooperation given to the Company by the Bank of India. Your Directors also place on record their appreciation of contribution made by the employees at all levels for the operations of the Company during the year under review.

16. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EARNING AND OUTGO .

Information pursuant to Section 217(i)(e) of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988 is given in the annexure.

For and on behalf of the Board

Place: MUMBAI

Date : 21st May, 2012 CHAIRMAN

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Mar 31, 2011

ONE HUNDRED & THIRD REPORT OF THE DIRECTORS

We present our Annual Report of the Company with the audited statement of accounts for the year ended 31st March,2011.

1. FINANCIAL RESULTS

THIS YEAR PREVIOUS YEAR

Gross Profit/(Loss) 8,72,04,578 5,07,28,342

ADDITIONS/DEDUCTIONS

Depreciation 29,15,672 35,22,252

Profit/(Loss) after taxation 8,42,88,906 4,72,06,090

: Balance brought forward (9,68,35,846) (14,40,41,936)

Profrt/(Loss) dealt with as under (1,25,46,940) (9,68,35,846)

Surplus/(Deficit) carried to Balance Sheet (1,25,46,940) (9,68,35,846)

2. DIVIDEND

In view of accumulated loss the Directors are unable to recommend any dividend.

3. RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of Companies Act.1956 your Directors subscribe to the "Directors Responsibility Statement" and confirm as under:

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

ii) that the Directors have selected such accounting policies and applied them consistently and made judgement 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 the period;

iii) that the Directors have taken proper and sufficient care of 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) that the Directors have prepared the annual accounts on a going concern basis.

4. WORKING

The working during the year was satisfactory. The high Cotton prices during the year helped in increasing the consumption of blended yarn. Our products being blended yarn thus fetched better realization.

5. CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as a part of this Annual Report of the Company. A certificate from Auditors of the Company regarding compliance of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to the report on Corporate Governance.

6. CURRENT OUTLOOK

Current Volatility in commodity market may adversely affect the margins. However continuous efforts for improvement in quality and efficiency are expected to nullify the effect of volatility to some extent.

Governments emphasis to increase power generation will enable your company to receive uninterrupted power supply without fluctuation in voltage. This will be helpful in increasing the production and reducing the cost.

7. DIRECTORS

Under Articles 146 of the Articles of Association of the Company, Shri S.K. Somany retires by rotation and is eligible for reappointment.

8. INSURANCE

Your Companys Buildings, Plant and Machinery, Tool, Electrical installations, Stock in Process, Finished Goods and Raw Materials have been adequately insured.

9. PUBLIC DEPOSITS

The Company has not taken any Fixed Deposit from the Public.

10. AUDITORS REPORT

Auditors Report do not call for any specific response u/s. 217(3) of the Companies Act,1956.

11. AUDITORS

You are requested to appoint the Auditors to hold office from conclusion of the meeting till the conclusion of the next Annual General Meeting and fix their remuneration. The retiring Auditors, M/s. Mittal & Associates, Chartered Accountants being eligible offer themselves for reappointment.

12. COST AUDITORS

The Company has appointed Shri S.V. Vhatte and Associates, Cost Accountants for conducting the Cost Audit of the Textiles for the financial year ended March, 2012.

13. PARTICULARS OF EMPLOYEES

There is no Employee in receipt of remuneration exceeding Rs.2,00,000/- p.m. or part thereof or Rs.24,00,000/- p.a. Accordingly no particulars are furnished u/s. 217(2A) of the Companies Act.

14. ACKNOWLEDGEMENTS

Your Directors place on record the timely assistance and cooperation given to the Company by the Bank of India. Your Directors also place on record their appreciation of contribution made by the employees at all levels for the operations of the Company during the year under review.

15. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EARNING AND OUTGO

Information pursuant to Section 217(i)(e) of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988 is given in the annexure.

For and on behalf of the Board

P.R DAMANI CHAIRMAN

Place : MUMBAI Date : 12th May,2011

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Mar 31, 2010

We present our Annual Report of the Company with the audited statement of accounts for the year ended 31st March,2010.

1. FINANCIAL RESULTS;

THIS YEAR PREVIOUS YEAR

Gross Profit/(Loss) 5,07,28,342 9,53,798

ADDITIONS/DEDUCTIONS

Depreciation 35,22,252 46,72,890

Profit/(Loss) before taxation 4,72,06,090 (37,19,092)

Add/Less: Fringe Benefit Tax 0 2,16,117

: Share premium account as per 0 13,96,00,920 sanctioned Rehabilitation Scheme of B.I.F.R.

: Balance brought forward (14,40,41,936) (27,97,07,647)

Profit/(Loss) dealt with as under (9,68,35,846) (14,40,41,936)

Surplus7(Deficit) carried to Balance Sheet ( 9,68,35,846) (14,40,41,936)

2. DIVIDEND

In the absence of positive net worth of the Company it is not possible for the Directors to recommend any dividend.

3. RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of Companies Act. 1956 your Directors subscribe to the "Directors Responsibility Statement" and confirm as under:

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

ii) that 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 the period;

iii) that the directors have taken proper and sufficient care of 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) that the directors have prepared the annual accounts on a going concern basis.

4. WORKING

The working during the year under review improved compared to previous year. This was possible with continued efforts for improvement in quality of products and establishing more value added products. The performance would have been better but for substantial increase in the price of basic raw materials viz. Polyester Staple Fibre & Viscose Staple Fibre. Intermittent power supply has adversely affected the productivity.

As per Rehabilitation Scheme of B.I.F.R. the Government of Maharashtara has sanctioned reliefs in respect of Electricity duty and Octroi duty amounting to Rs.113 Lacs and Rs.156 Lacs respectively for the period from 01/04/2007 to 31/03/2010. The same has been considered in the accounts.

In terms of settlement with Bank of India the Company has also written back liabilities of Rs.114 Lacs.

5. CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as a part of this Annual Report of the Company. A certificate from Auditors of the Company regarding compliance of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to the report on Corporate Governance.

6. CURRENT OUTLOOK

With the change in product mix and efforts for manufacturing fancy yarn, the Management is hopeful of better performance. Further, reduction in Finance cost will also be helpful in lowering the cost. Increase in the range of products is expected to yield better realisation of the products.

Governments emphasis to increase power generation will enable to receive uninterrupted power supply without fluctuation in voltage. This will be helpful in increasing the production and reducing the cost.

7. DIRECTORS

Under Articles 146 of the Articles of Association of the Company, Shri Kiranbhai J Shah retires by rotation and is eligible for reappointment.

8. INSURANCE

Your Companys Buildings, Plant and Machinery, Tool, Electrical installations, Stock in Process, Finished Goods and Raw Materials have been adequately insured.

9. PUBLIC DEPOSITS

The Company has not taken any Fixed Deposit from the Public.

10. AUDITORSREPORT

Auditors Report para VI & VII are self explanatory and do not call for any specific response u/s. 217(3) of the Companies Act, 1956. _^^

11. AUDITORS

You are requested to appoint the Auditors to hold office from conclusion of the meeting till the conclusion of the next Annual General Meeting and fix their remuneration. The retiring Auditors, M/s. Mittal & Associates, Chartered Accountants being eligible offer themselves for reappointment.

12. COST AUDITORS

The Company has appointed S.V. Vhatte and Associates, Cost Accountant for conducting the Cost Audit of the Textiles for the financial year ended March, 2011.

13. PARTICULARS OF EMPLOYEES

There is no Employee in receipt of remuneration exceeding Rs.2,00,000/- p.m. or part thereof or Rs.24,00,000/- p.a. Accordingly no particulars are furnished u/s. 217(2A) of the Companies Act.

14. ACKNOWLEDGEMENTS

Your Directors place on record the timely assistance and cooperation given to the Company by Bank of India. Your Directors also place on record their appreciation of contribution made by the employees at all levels to the operations of the Company during theyear under review.

15. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EARNING AND OUTGO

Information pursuant to Section 217(i)(e) of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988 is given in the annexure.

For and on behalf of the Board

Place: MUMBAI P.R. DAMANI

Date : 24h May,2010 CHAIRMAN