Directors Report of Jayatma Industries Ltd.

Mar 31, 2024

We have pleasure in presenting the 40^th Annual Report of the Company along with the audited statement of
accounts for the year ended 31^st March, 2024. The financial results for the year are shown below.

1. FINANCIAL RESULTS: (Rs. in lakhs)

Particulars	2023-24	2022-23
Total Revenue (including other income)	3058.42	5495.35
Total Expenditure (Excluding Finance Cost, Depreciation & Tax)	(2847.63)	(5352.35)
Profit/(loss) before Finance Cost, Depreciation & Tax.	210.79	143
Finance Cost	(149.94)	(94.91)
Profit/(loss) before Depreciation & Tax	60.85	48.09
Provision for depreciation	(51.96)	(34.11)
Profit/(loss) before Tax	8.89	13.98
Provision for Tax	(2.31)	(3.81)
Net profit/(loss) after tax for the year	6.58	10.17
Add: Balance brought forward from Previous year	191.87	181.70
Balance carried to next year	197.94	191.87

2. FINANCIAL / OPERATIONAL PERFORMANCE:

The Company was able to achieve Rs. 3058.42 Lakhs as total income during the year as compared to Rs.
5495.35 Lakhs in previous year. During the year under review EBITDA of the Company is increased from
Rs.143 Lakhs to Rs.210.79 Lakhs while the Company has earned net profit of Rs. 6.58 Lakhs as compared to
Rs. 10.17 Lakhs during previous year.

3. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, the Company has not changed nature of business but added technical
textiles as an activity of our business portfolio.

4. DIVIDEND:

The Company has decided to plough back the profits for the future development and expansion; hence the
Board of Directors has not recommended any dividend for the financial year 2023-24.

5. SHARE CAPITAL:

During the year under review the Company has not issued any shares. The total paid up capital of the
company at the end of financial year 2023-2024 stood Rs. 6,15,30,000/- (Rupees Six Crores Fifteen Lakh
Thirty Thousand Only).

6. ANNUAL RETURN

The Annual Return pursuant to the provision of section 92 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 for the financial year 2023-24 in Form No. MGT - 7 will be
provided upon the website of the Company at http://www.jayatmaindustries.com/investor_relation.html.

7. AUDITORS AND AUDITORS'' REPORT:

Statutory Auditor:

M/s. GMCA & Co., Chartered Accountants, statutory auditors of the Company has carried out the statutory
Audit and submitted its report for the financial year ended on March 31, 2024. There is no qualification,
disclaimer, reservation or adverse remark made by the Statutory Auditors in Auditors'' Report.

Secretarial Auditor:

Chintan K. Patel, Company Secretary in Practice, was reappointed as Secretarial Auditors of the company by
the Board to carry out Secretarial Audit for the Financial Year 2023-2024. The Secretarial Auditors of the
Company have submitted their Report in form No. MR - 3 as required under section 204, of the Companies
Act, 2013 for the financial year ended 31^st March 2024. This Report is self-explanatory and requires no
comments. The Secretarial Audit Report forms part of this report as Annexure - III.

8. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company doesn''t have any Subsidiaries, Associates or Joint Venture Companies.

9. REPORTON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES
AND JOINT VENTURE COMPANIES:

The Company doesn''t have any Subsidiaries, Associates or Joint Venture Companies.

10. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES:

There are no companies which have become or ceased to be Company''s Subsidiaries, Joint ventures or
Associate companies.

11. CORPORATE GOVERNANCE REPORT:

The Company is exempt under Regulation 27(2) SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015, read with, Regulation 15 of Chapter IV SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015. Hence, Annual Report 2023-24 does not contain the Corporate
Governance Report. Further, as and when the company falls under the applicability to provide Corporate
Governance Report, the company will comply with the same. (Refer Annex - II attached herewith.)

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a proper and adequate system of internal control in all spheres of its activities to ensure
that all its assets are safeguarded and protected against loss from unauthorized use or disposition and that
the transactions are authorized, recorded and reported diligently. The Company ensures adherence to all
internal control policies and procedures as well as compliances with all regulatory guidelines. The Audit
Committee of the Board of Directors reviews the adequacy of internal controls from time to time.

A report on the Internal Financial Control under clause (i) of sub-section 3 of section 143 of the Companies
Act, 2013 is annexed to Independent Audit Report on Financial Statement as Annexure B.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

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

14. BOARD OF DIRECTORS:

Name of Director Category

Mr. Nirav K. Shah CEO & Director

Mr. Rajan P. Parikh Non-Executive Independent Director

Mr. Premal R. Joshi Non-Executive Independent Director

Ms. Toshi B. Mehta Non-Executive Director

Mr. Fenil R. Shah (DIN: 01558417) Non-executive Independent Director have completed his term (10 years) as
an Independent Director and consequently ceased to be the Directors of the Company effective 31^st March
2024.

Mr. Janak Gautambhai Nanavaty (DIN: 00472925) Non-executive Independent Director, have completed his
term (10 years) as an Independent Director and consequently ceased to be the Directors of the Company
effective 31^st March 2024.

Mr. Rajan P. Parikh (DIN: 00198383) Non-executive Independent Director of the company and who is not liable
to retire by rotation, to hold office for the second term of 5 consecutive years Commencing from 22^nd April,
2024 to 21^st April,2029."

Mr. Premal R. Joshi (DIN: 07021665) Non-executive Independent Director of the company and who is not liable
to retire by rotation, to hold office for the first term of 5 consecutive years Commencing from
18^th September 2023, to 17^th September,2028."

15. NUMBER OF MEETINGS AND ATTENDANCE:

The Company sends notice of meetings of the Board well in advance so as to allow the Directors to block
their calendars. There were Four meetings of the board viz. 25.05.2023, 09.08.2023, 08.11.2023, and
10.02.2024 held during the year, details which is required pursuant to section 134(3)(b) of the Companies
Act, 2013 are given as under:

Whether attended

No. of Board meetings

Name of director AGM held on 18^th

attended

September 2023.

Mr. Nirav K Shah 4 Y

Mr. Fenil R Shah 4 Y

Mr. Rajan P. Parikh 4 Y

Mr. Janak G Nanavaty 4 Y

Mrs. Toshi B. Mehta 4 Y

Mr. Premal Joshi 2 N

16. COMPOSITION OF COMMITTEES AND ATTENDANCE:

A. AUDIT COMMITTEE:

Pursuant to provisions of Section 177 of the Companies act 2013, during the year under review, four
meetings were held on 25.05.2023, 09.08.2023, 08.11.2023, and 10.02.2024. The attendance record of
the members at the meeting was as follows:

Name of Member Designation Attendance

Mr. Janak G Nanavaty Chairman (upto 31/03/2024) 4

Mr. Nirav K Shah Member 4

Mr. Fenil R Shah Member (upto 31/03/2024) 4

Member (Chairman from

Mr. Rajan P. Parikh 31/03/2024) 4

Mr. Premal Joshi Member (From 08/11/2023) 2

B. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to provision of section 178 (1) of the Companies act 2013, the nomination and remuneration
Committee met once in the financial year 2023-2024 i.e. on 25.05.2023. The attendance record of the
members at the meeting was as follows:

Name of Member Designation Attendance

Mr. Fenil R Shah Chairman (upto 31/03/2024) 1

Mr. Rajan Parikh Member (Appointed as 1

chairman from 31/03/2024)

Mr. Janak Nanavaty Member (Upto 31/03/2024) 1

Mr. Premal Joshi Member (From 08/11/2023) 0

C. STAKEHOLDER RELATIONSHIP COMMITTEE:

Pursuant to provision of section 178 (5) of the Companies act 2013, during the year under review, four
meetings were held on 25.05.2023, 09.08.2023, 08.11.2023, and 10.02.2024. The attendance record of
the members at the meeting was as follows:

Name of Member Designation Attendance

Mr. Janak G Nanavaty Chairman (Upto 31/03/2024) 4

Member (Chairman from

Mr. Rajan Parikh 31/03/2024) 4

Mr. Fenil R Shah Member (Upto 31/03/2024) 4

Mr. Premal Joshi Member (From 08/11/2023) 2

D. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company held on 22^nd March, 2024 wherein all the independent
directors were present.

17. DIRECTORS'' RESPONSIBILITY STATEMENT;

In terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, in relation to financial
statements for the year 2023-24, the Board of Directors state that:

(a) In the preparation of Annual Accounts for the period ended 31^st March, 2024, the applicable accounting
standards had been followed along with proper explanation relating to material departures.

(b) The Directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the Profit/Loss of the Company for the year ended
31^st March, 2024.

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts for the financial year ended 31^st March, 2024 on a
going concern basis.

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

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

18. RELATED PARTY TRANSACTION:

There was no materially significant related party transactions entered into between the Company,
Directors, management or their relatives. Hence, disclosure in Form AOC-2 is not provided. All the
contracts/arrangements/transactions entered into by the Company with the related parties during the
financial year 2023-24 were in the ordinary course of business and on arm''s length basis as disclosed in the
financial statements. The details of related party disclosure form a part of notes to the financial statements
provided in the annual report.

19. DECLARATION AS TO INDEPENDENT DIRECTORS PURSUANT TO PROVISIONS OF SECTION 134(3)(d) READ
WITH SECTION 149(6) OF THE COMPANIES ACT 2013;

All the Independent Directors of the Company are neither Managing Director, nor a Whole Time Director
nor a Manager or a Nominee Director.

(a) All the Independent Directors in the opinion of the Board are persons of integrity and possesses
relevant expertise and experience.

(b) (i) Independent Directors are or were not a Promoter of the Company or its Holding or subsidiary or
associate company.

(ii) Independent Directors are or were not related to promoters or directors in the company, its holding,
subsidiary or associate company.

(c) Independent Directors have or had no pecuniary relationship with the company, its holding, subsidiary
or associate company or their promoters or directors, during the two immediately preceding financial
years or during the current financial year.

(d) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding,
subsidiary, or associate company, or their promoters, or directors, amounting to 2% or more of its gross
turnover or total income or Rs. 50 Lakhs or such higher amount as may be prescribed, whichever is
lower, during the two immediately preceding financial years or during the current financial year.

(e) That Independent Directors, neither himself, nor any of his relatives,

i. holds or has held the position of a Key Managerial Personnel or is or has been employee of the
company or its holding, subsidiary or associate company in any of three financial years immediately
preceding the financial year in which he is proposed to be appointed.

ii. is or has been an employee or proprietor or a partner, in any of the three financial years immediately
preceding the financial years in which he is proposed to be appointed, of -

(A) A firm of auditors or Company Secretaries in Practice or Cost Auditors of the company or its
holding, subsidiary or associate company; or

(B) Any legal or a consulting firm that has or had any transaction with the company, its holding,
subsidiary or Associate company amounting to 10% or more of the gross turnover of such firm;

iii. holds together with his relatives less than 2% or more of the total voting power of the company; or

iv. is a Chief Executive or director, by whatever name called, or any non-profit organization that receives
25% or more of its receipts from the Company, any of its promoters, directors or its holding,
subsidiary or associate company or that holds 2% or more of the total voting power of the company;
or

(f) Independent Directors possess such other qualifications as may be prescribed.

20. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE
EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2024;

The particulars of ratio of remuneration of each director to median remuneration of the employees of the
Company for the financial year under report, percentage increase in remuneration to each Director and Key
Managerial Personnel, etc. more particularly described under Section 197(12) of the Companies Act, 2013

and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given
as under;

Name of Director and KMP	Designation	Performance of the Company
Mr. Nirav K Shah	CEO and Director	The Company was able to achieve Rs. 3058.42 Lakhs as total revenue during the year as compared to Rs. 5495.35 Lakhs in Previous Year. During the year under review, the Company has earned net profit of Rs. 6.58 Lakhs as compared to 10.17 Lakhs during the Previous Year.
Mr. Fenil R Shah	Independent Director
Mr. Janak G Nanavaty	Independent Director
Mr. Rajan Parikh	Independent Director
Ms. Toshi Mehta	Non-Executive Director
Mr. Premal Joshi (From 18/09/2023)	Independent Director
Mr. Mayank Thaker	Chief Financial officer
Ms. Ziral Soni	Company Secretary

I. The ratio of the remuneration of each director to the median remuneration of the employees of the
company:

Total Remuneration: Rs. 17,14,128/-

Remuneration to Company Secretary (Ms. Ziral Soni): Rs. 1,56,000/-
Remuneration to Chief Financial Officer (Mr. Mayank Thaker): Rs.7,08,233/-
Remuneration to other Employee: Rs. 8,12,645/-
Sitting Fees paid to other Director: Rs. 37,250/-

II. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, in the financial year: NIL

III. The Percentage (%) increase in the median remuneration of employees: Nil

IV. Number of permanent Employees on the rolls of Company: 5

V. The Market Capitalization of the Company as at 31^st March 2024 is 783.90 lakhs against Rs. 446.09 lakhs
as at 31^st March 2023.

Price Earnings Ratio:

As on	Market Value per Shares (P)	Earnings Per Share (E)	P/E Ratio
31st of March, 2024	Rs.12.74	0.11	115.82
31st of March, 2023	Rs. 7.25	0.17	42.65

VI. Average percentile increase 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: NOT APPLICABLE as there was no increase in the managerial remuneration.

VII. The key parameters for any variable component of remuneration availed by the directors: Directors are
paid sitting fees only. Components for the Sitting fees are variable. Sitting fee depends upon ones
attendance of the meeting. The Key parameters therefore are as envisaged under the Companies Act.

VIII. 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; and No
employee is receiving remuneration in excess or higher than the remuneration of Director or Key
Managerial Personnel.

IX. Affirmation that the remuneration is as per the remuneration policy of the company. All remuneration of
the Employees and directors are decided by the Nomination& Remuneration Committee and by the
Board of Directors within the organization.

21. FORMAL ANNUAL EVALUATION PROCESS BY BOARD PURSUANT TO SECTION 134(3)(p);

The Company has in place a formal mechanism for evaluating its performance as well as that of its
Committees and individual Directors, including the Chairman of the Board. The Board after taking into
consideration the criteria of evaluation lay down by the Nomination and Remuneration Committee in its
policy such as Board Composition, level of involvement, performance of duties, attendance etc. had
evaluated its own performance, the performance of its committees and Independent Directors (excluding
the Director being evaluated). The Directors were satisfied with the evaluation results, which reflected the
overall engagement of the Board and its Committees with the Company.

22. RISK MANAGEMENT:

The Company was already having a risk management system to identify, evaluate and minimize the
Business risks. The Company during the year had formalized the same by formulating and adopting Risk
Management Policy. This policy intends to identify, evaluate, monitor and minimize the identifiable risks in
the organization.

23. COMMISSION:

None of the Directors are receiving Commission from the company.

24. CORPORATE SOCIAL RESPONSIBILITY:

As Company does not come under the ambit of 135 of the Companies Act, 2013 and Rules of Companies
(Corporate Social Responsibility policy), 2014, Company has not formed Corporate Social Responsibility
Committee and hence Rule 9 of Companies (Accounts) Rule, 2014 regarding disclosure of contents of
Corporate Social Responsibility Policy is not applicable to the Company.

25. PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Rule 5 of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 read with The Companies Act, 2013, it is hereby informed that none of the
employees of the Company was in receipt of remuneration of Rs.5 lakhs per month or Rs. 60 lakhs per
annum during the year under review.

26. MAINTENANCE OF COST RECORDS:

The Company falls within the limits specified in Section 148 of the Companies Act, 2013 and rule 3 of the
Companies (Cost Records and Audit) Rules, 2014 identifying the Companies who are required to keep Cost
Records, undergo a Cost Audit, and submit a Cost Audit Report. Hence the provisions with respect to
maintenance and submission of Cost Records and Cost Audit are not applicable to the Company.

27. DEPOSITS:

During the year under review, the Company had not accepted any deposit from public during the year.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of investments made and loans advanced by the company have been given in note to the Financial
Statement. The Company has not given any Guarantee pursuant to the provision of Section 186 of the
Companies Act, 2013.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177 of the Companies Act, 2013 the rules made thereunder and the Regulation 22 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a
Vigil Mechanism for directors and employees to report genuine concerns about any instance of any
irregularity, unethical practice and/or misconduct. This mechanism provides safeguards against
victimization of directors/employees who avail of the mechanism and provides for direct access to the
Chairman of the Audit Committee in exceptional cases. The policy/vigil mechanism has been appropriately
communicated to the employees within the organization and has been put on the Company''s website
www.iavatmaindustries.com.

30. SAFETY, HEALTH AND ENVIRONMENT:

(a) Safety: The Company encourages a high level of awareness of safety issues among its employees and
strives for continuous improvement. All incidents are analyzed in the safety committee meetings and
corrective actions are taken immediately. Employees are trained in safe practices to be followed at
work place.

(b) Your company attached importance to the health of its employees. Periodic checkup of employees is
done to monitor their health. Health related issues if any are discussed with visiting Medical Officer.

(c) Environment: Company always strives hard to give importance to environmental issues in normal
course of operations. Adherence to Environmental and pollution control Norms as per Gujarat
Pollution Control guidelines is of high concern to the Company.

31. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated employees of the Company. The Code requires pre¬
clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the
Directors and the designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed.

All Board Directors and the designated employees have confirmed compliance with the Code.

32. INDEPENDENT DIRECTORS'' MEETING:

In compliance with Section 149(8) of the Companies Act, 2013 read with Schedule IV of the Act and as per
SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors met
on 22^nd March 2024 inter alia, to discuss:

a) The performance of Non-Independent Directors and the Board of Directors;

b) The performance of the Chairperson of the Company,

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

All the Independent Directors were present at the meeting.

33. LISTING:

The Equity shares of the company are listed on BSE Limited and Company has paid Annual Listing Fees up
to the Year 2023-2024.

34. DISCLOSURE OF SEXUAL HARASSMENT:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, entire staff in the Company is working in a most congenial manner and there are no
occurrences of any incidents of sexual harassment during the year.

35. ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The Company is strongly motivated by adaption of concept of green energy. The production process of the
Company is majorly driven by the in house production of electricity and same is being generated by use of
renewable resources of energy. The company hugely contributing towards the green initiative. As required
by the Section 134 (3)(m) of The Companies Act, 2013 read with rule 3 of the Companies (Account) Rule
2014, the relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange
Earning and Outgo pursuant are given in Annexure-I to this Report.

36. ACKNOWLEDGMENTS

Your Directors are pleased to place on record their sincere gratitude to the Government, Financial
Institutions, Bankers and Business constituents for their continued and valuable co-operation and support
to the company. They also take this opportunity to express their deep appreciation for the devoted and
sincere services rendered by the employees at all level of the operation of the company during the year.

Date: 13^th August, 2024 For and on behalf of the Board,

Place: Ahmedabad

Sd/-

Nirav Kalyanbhai Shah

CEO & Director
DIN:00397336

---

Mar 31, 2015

Dear Members,

The Directors present the Annual Report together with the Audited Statement of Accounts for the Financial Year 2014-15 ended 31st March, 2015

1. FINANCIAL RESULTS:

Rs. in lacs

Particulars 2014-15 2013-14

Income from Operation 17378.43 8043.94

Other Income 20.19 22.05

Total income 17398.62 8065.99

Total Expenditure (Excluding Depreciation) 17331.37 8020.69

Profit/(loss) before tax and dep. 67.25 45.30

Provision for depreciation 36.05 17.38

Provision for Tax 10.29 29.25

Net profit/(loss) after tax for the year 20.91 (1.33)

Add: Balance brought forward from Previous year 107.83 109.16

Less : Adjustment for Transitional (128.38) 0 Depreciation for the year

Balance carried to next year 0.36 107.83

2. PRODUCTION, SALES AND WORKING RESULTS:

The total turnover and other income of the Company was Rs. 17398 lacs during F.Y. 2014-15 compared to Rs. 8065.99 lacs during F.Y. 2013-14. During the year under review the Company had earned net profit of Rs. 20.91 Lacs in compare to loss of Rs. 1.33 lacs during in last year.

3. DIVIDEND

Due to business need in the future the Directors has not recommended any dividend for the financial year 2014-15.

4. SHARE CAPITAL

During the year under review the Company has not issued any shares. The total paid up capital of the company at the end of financial year 2014-15 is Rs.6,17,44,000/- (Rupees six crores seventeen lacs forty four thousand) consisting of 6174400 equity shares of Rs.10/- each.

5. AUDITORS AND AUDITORS' REPORT:

M/s. Jayesh M. Shah & Co., Chartered Accountants, statutory auditors of the Company has carried out the statutory Audit and submitted its report for the financial year ended on March 31, 2015.

The Board has recommended the ratification of appointment of M/s. Jayesh M. Shah & Co., Chartered Accountants, as Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

The Auditor's Report to the shareholders for the year under review does not contain any qualification, reservation or adverse remark or disclaimer.

6. REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company doesn't have any Subsidiaries, Associates or Joint Venture Companies.

7. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

There are no companies which have become or ceased to be Company's Subsidiaries, Joint ventures or Associate companies.

8. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled 'Corporate Governance' is attached to this Annual Report.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a proper and adequate system of internal control in all spheres of its activities to ensure that all its assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported diligently.

The Company ensures adherence to all internal control policies and procedures as well as compliances with all regulatory guidelines.

The Audit Committee of the Board of Directors reviews the adequacy of internal controls.

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE;

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

11. NUMBER OF MEETINGS OF BOARD

The Company sends notice of meetings of the Board well in advance so as to allow the Directors to block their calendars. There were five meetings of the board held during the year, details which is required pursuant to section 134 (3) (b) of the Companies Act, 2013 are given in the annexed 'Corporate Governance Report'.

12. DIRECTORS:

A. Changes during the year :The Board of Directors has appointed Smt. Falguni Broker, as an Additional Director of the Company with effect from 30th March, 2015, She holds office upto the date of the forthcoming Annual General Meeting. Her candidature for appointment as a Director has been included in the Notice convening the forthcoming Annual General Meeting of the Company.

B. Directors' Responsibility Statement;

In terms of section 134 (3)(c) read with section 134 (5) of the Companies Act, 2013, in relation to financial statements for the year 2014-15, the Board of Directors state that:

(a) In the preparation of Annual Accounts for the period ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit/Loss of the Company for the year ended March 31, 2015.

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts for the financial year ended March 31, 2015 on a going concern basis.

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

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

C. Declaration as to Independent Directors pursuant to provisions of Section 134(3)(d) read with section 149(6) of the Companies Act 2013;

All the Independent Directors of the Company are neither Managing Director, nor a Whole Time Director nor a Manager or a Nominee Director.

(a) All the Independent Directors in the opinion of the Board are persons of integrity and possesses relevant expertise and experience.

(b) (i). Independent Directors are or were not a Promoter of the Company or its Holding or subsidiary or associate company.

(ii)Independent Directors are or were not related to promoters or directors in the company, its holding, subsidiary or associate company.

(c) Independent Directors have or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year.

(d) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary, or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakhs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year,

(e) That Independent Directors, neither himself, nor any of his relatives,

i. Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of three financial years immediately preceding the financial year in which he is proposed to be appointed.

ii. Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial years in which he is proposed to be appointed, of -

(A) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or Associate company amounting to ten per cent, or more of the gross turnover of such firm;

iii. Holds together with his relatives less than two per cent, or more of the total voting power of the company; or

iv. Is a Chief Executive or director, by whatever name called, or any non-profit organization that receives twenty five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(f) Independent Directors possesses such other qualifications as may be prescribed.

D. Formal Annual Evaluation Process by Board pursuant to Section 134(3)(p);

During the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

E. Disclosure of ratio of remuneration of each director to the median employees' remuneration, etc.

The particulars of ratio of remuneration of each director to median remuneration of the employees of the Company for the financial year under report, percentage increase in remuneration to each Director and KMP, etc. more particularly described under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given as under;

Name Designation Performance of the Company

Shri Kalyan J Shah Managing Director

Profit before Tax Shri Nirav K Shah Jt. Managing Director increased to Rs. 31.21 lacs in financial year 2014-15 in compared to Rs. 27.92 Shri Fenil R Shah Director in financial year 2013-14.

Shri Pareshbhai R Shah Director Profit after tax increased to Rs. 20.91 lacs in financial year 2014-15 in compared to loss of Rs.1.33 Shri Janak G Nanavaty Director lacs in financial year 2013-14. Smt. Falguni G Broker* Director

* Details not given as Smt. Falguni G Broker was a Director only for part of the financial year 2014-15 i.e. w.e.f. March 30, 2015.

III. The ratio of the remuneration of each director to the median remuneration of the employees of the company:

Total Remuneration expenses: Rs. 6,01,769/- Managerial remuneration including sitting fees: 12,000/-

IV. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; NIL

V. The Percentage (%) increase in the median remuneration of employees: NIL

VI. Number of permanent Employees on the rolls of Company : 4

VII. Relationship between average increase in remuneration and company performance: Not Applicable as there was not any increase.

VIII. Comparison of the remuneration of the Key Managerial Personnel against the performance of the company: The remuneration to the KMP i.e. Managing Director(s) kept constant and there is no increase during the year.

IX. The Market Capitalisation of the Company as at 31st March, 2015 was Rs. 159.30 Lacs as against Rs. 140.77 Lacs as at 31st March, 2014. There was variation of Rs. 18.53 Lacs.

Price Earnings Ratio:

As on Market Value Earnings P/E Ration per Shares Per Share

31st of March, 2014 228 -0.02 Minimum

31st of March, 2015 258 034 759

X. Average percentile increase 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; NOT APPLICABLE as there was no increase.

XI. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company: As the company has not paid any remuneration to the Managing Directors, the comparison is not possible.

XII. The key parameters for any variable component of remuneration availed by the directors - Directors are paid sitting fees only. Components for the Sitting fees are variable. Sitting fee depends upon ones attendance of the meeting. The Key parameters therefore are as envisaged under the Companies Act.

XIII. 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; and No employee is receiving remuneration in excess or higher than the remuneration of Director or Key Managerial Personnel.

XIV. Affirmation that the remuneration is as per the remuneration policy of the company. All remuneration of the Employees and directors are decided by Nomination & Remuneration Committee and by the Board of Directors within the organization

13. RISK MANAGEMENT

The Company was already having risk management system to identify, evaluate and minimize the Business risks. The Company during the year had formalized the same by formulating and adopting Risk Management Policy. This policy intends to identify, evaluate, monitor and minimize the identifiable risks in the Organisation.

14. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. However, details of transactions with related parties are given in 30 (K) of Accounting Policies by Auditors as per Accounting Standard 18

15. CORPORATE SOCIAL RESPONSIBILITY:

As Company does not come under the ambit of 135 of the Companies Act, 2013 and Rules of Companies (Corporate Social Responsibility policy), 2014, Company has not formed Corporate Social Responsibility Committee and hence Rule 9 of Companies (Accounts) Rule, 2014 regarding disclosure of contents of Corporate Social Responsibility Policy is not applicable to the Company.

16. COMMISSION:

None of the Directors are receiving Commission from the company.

17. PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with the Companies Act, 2013, it is hereby informed that none of the employees of the Company was in receipt of remuneration of Rs.5 lakhs per month or Rs. 60 lakhs per annum during the year under review.

18. DEPOSITS:

During the year under review, the Company had not accepted any deposit from public during the year.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of investments made and loans advanced by the company have been given in note no. 13, 14, & 16 to the Financial Statement. The Company has not given any Guarantee pursuant to the provision of 186 of the Companies Act, 2013.

20. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board during the year under review approved and adopted "Vigil Mechanism/Whistle Blower Policy" in the Company. The details of establishment of this Policy are provided in the Corporate Governance Report.

21. SAFETY, HEALTH AND ENVIROMENT:

(a) Safety: The Company encourages a high level of awareness of safety issues among its employees and strives for continuous improvement. All incidents are analysed in the safety committee meetings and corrective actions are taken immediately. Employees are trained in safe practices to be followed at work place.

(b) Health: Your Company attaches utmost importance to the health of its employees. Periodic checkup of employees is done to monitor their health. Health related issues if any are discussed with visiting Medical Officer.

(c) Environment: Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to Environmental and pollution control Norms as per Gujarat Pollution Control guidelines is of high concern to the Company.

22. LISTING:

The Equity shares of the company are listed on BSE Limited and Company has paid Annual Listing Fees up to the Year 2015-16.

23. DISCLOSURE OF SEXUAL HARASSMENT:

Pursuant to section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, entire staff in the Company is working in a most congenial manner and there are no occurrences of any incidents of sexual harassment during the year.

24. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Companies Act, 2013, the Board has appointed M/s. Patel & Associates, (Membership No. 31987) company secretary in practice, to undertake secretarial audit of the Company.

A report from secretarial auditor is annexed to this Report in Form MR - 3 (Annexure-I). The same does not contain any qualification, reservation or adverse remark or disclaimer.

25. ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As require by the section 134 (3) (m) Companies Act, 2013 read with rule 3 of the Company (Account) Rule 2014, the relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo pursuant are given in Annexure-II to this Report.

26. EXTRACT OF ANNUAL RETURN:

Pursuant to provision of section 134 (3) (a) of the Companies Act, 2013, the extract of the annual return in Form No. MGT - 9 is part of the Board's report and attached herewith as Annexure- III.

27. ACKNOWLEDGMENTS

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

DATE: 27th JULY, 2015 FOR, SANTARAM SPINNERS LIMITED PLACE: AHMEDABAD SD/- KALYAN J SHAH CHAIRMAN & MANAGING DIRECTOR DIN: 00397398

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Mar 31, 2014

Dear Members,

The Directors present the 30th Annual Report together with the Audited Statement of Accounts or the Financial Year 2013-14 ended 31st March, 2014.

1. FINANCIAL RESULTS AND OPERATIONAL REVIEW (Rs in Lacs)

Particulars 31.03.2014 31.03.2013

Gross Sales/lncome 8069.79 13659.57

Less Depreciation 17.38 19.25

Profit/(Loss) before Tax 27.92 51.12

Taxes/Deferred Taxes 22.05 23.15

Profit/(Loss)AfterTaxes -1.33 27.97

P& L Balance b/f 109.16 81.19

Profit/(Loss) carried to Balance Sheet 107.83 109.16

Directors are exploring various other opportunities to further improve the working results during the current year.

2. DIVIDEND

In view of decreasing of trend in turnover and liquidity in the F.Y. 2013-14, the Board of the Directors of the Company do not recommended any dividend on its Equity shares for the year ended 2013-14.

3. TEXTILE INDUSTRIES OUTLOOK:

For the cotton year (October - September) 2013 - 2014, cotton production was 37.5 million bales. This may largely be attributed to favorable monsoons and higher acreage of high yielding Bt (Bacillus Thuringiensis) cotton (around 90% of total cultivated area).

However, the company believes that the adverse weather developments in January 2014 has lead to lower than expected actual production for cotton year 13-14, Cotton demand remained sluggish for 2013 due to weak textile and apparel consumption worldwide; however, the Chinese reserve policy supported domestic cotton prices. Most of the seasonal yield went to state reserve stock, and the release of reserve cotton together with cotton import were the major purchase channels for mills,

4. FUTURE OUTLOOK

We expect India''s cotton consumption to increase 10% yoy to 29.7 million bales in FY15, driven by strong mill consumption. This is in response to the increase in demand by China for quality Indian cotton yarn, which is more economical both in terms of production and raw materials. Chinese millers have to pay 40% duty on importing cotton from India while none for cotton yarn. Indian raw cotton prices (ginned) are likely to remain attractive in FY15. The prices are currently 8.0%-10.0% lower than global prices as measured by Cotlook A index.

A revival in consumer demand in the US and Europe may increase cotton demand from the countries namely Pakistan, Bangladesh, Turkey, Vietnam and Thailand.

This revival may also help Indian cotton exporters to offset the lower demand from China in cotton year 13-14 Furthermore, the Indian Finance Ministry in September 2013 withdrew export promotion incentives on cotton and cotton yarn under the focus market scheme and incremental export incentivisation scheme, given the surge in export value of these products. These incentives were targeted at enhancing India''s export competitiveness by offsetting high freight cost and other externalities to select international markets (excluding China and Bangladesh) The Chinese government has planned to discontinue'' the current reserve policy and make trials for a target price subsidy scheme on cotton.

Onwards aiming at decoupling cotton prices with government subsidy and returning the price generating power to market. Nonetheless, lower Chinese demand, coupled with increases in stocks outside of China, could lead to lower prices in 14-15 and beyond.

5. DIRECTORS

Mr. Kalyan Shah, being eligible have offered himself for reappointment for the post of Managing Director for the term of Five Years w.e.f 24th March, 2014 and Mr. Nirav Shah, being eligible have offered himself for appointment for the post of Joint Managing Director for the term of five years w.e.f 7th March, 2014, subject to the approval of members in the ensuing general meeting.

Mr Paresh R. Shah, Director of the company retires by rotation in terms of Articles 150 and 151 of the Articles of Association of the Company. However, being eligible to re-appoint, the Board of the Director of the Company for his reappointment,

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed:

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

6.2 that the Directors have selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2014 being end of the financial year 2013-2014.

6.3 that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

6.4 that the Directors have prepared the annual accounts on a going concern basis.

7. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per the requirements of Clause 49 of the Listing Agreement is annexed.

8. LISTING:

The Equity Shares of the Company are listed on BSE Limited and the Company has paid Annual Listing Fees up to the year 2014-15.

9. PERSONNEL AND H.R.D.

Your Directors are glad to report that the industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

10 GENERAL:

10.1 Insurance:

The Company''s properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, earthquake etc.

10.2 Auditors:

The present Auditors of the Company M/S. Jayesh M Shah and Co., Chartered Accountants, Ahmedabad, will retire at the ensuing Annual General Meeting. They have shown their willingness for re-appointment for the Financial Year 2014-15. The Company has obtained certificate for eligibility for appointment under Section 139 of the Companies Act, 2013 from M/s. Jayesh M Shah and Co, Chartered Accountants, Ahmedabad. The members are requested to appoint Auditors in the ensuing Annual General Meeting.

The qualification in the Auditors'' Report relating to non-provision for diminution in value of long-term investments is self-explanatory and is separately dealt with in Notes to the Accounts in Schedule.

10.3 Particulars of Employees:

None of the employees of the Company is drawing remuneration requiring disclosure of information under Section 134 of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules, 1975.

10.4 Deposits:

The Company has not accepted any deposit as defined under Section 58 A and the Companies (Acceptance of Deposit) Rules, 1975.

11. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OFPARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

The Statement of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo pursuant to provisions of 134 of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure-I to this Report.

12. ACKNOWLEDGMENT:

Your Directors would like to express their sincere thanks and appreciation to Promoters, Shareholders, Suppliers and Customers for their constant support and .co-operation received,

Your Directors also wish to take this opportunity to place on record their gratitude to the Banks, Financial Institutions and Government Departments for their confidence reposed in the Company.

By order of the Board of Directors

Sd/- Sd/- Sd/- Date ; 12-08-2014 Kalyan J Shah Fenil R Shah Janak Nanavati Place : Ahmedabad (Director) (Director) (Director) (Din: 00397398) (Din: 01558417) (Din: 00472925)

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Mar 31, 2013

Dear Shareholders,

The Directors present the 29th Annual Report together with the Audited Statement of Accounts for the Financial Year 2012-13 ended 31 st March, 2013.

1. FINANCIAL RESULTS AND OPERATIONAL REVIEW

(In Rs. Lacs) Particulars Year Ended Year Ended 31.03.2013 31.03.2012 (In Rs. Lacs) (In Rs. Lacs)

Gross Sales/Income 13659.57 8538.13

Less Depreciation 19.25 12.96

Profit/(Loss) before Tax 51.12 16.28

Taxes/Deferred Taxes 23.15 7.19

Profit/(Loss) After Taxes 27.97 9.093

P& L Balance b/f 81.19 72.09

Profit/(Loss) carried to Balance Sheet 109.16 81.19

Your Directors feel pleasure to declare profit after tax of Rs. 27.97 Lacs which was made possible through better production planning and customer relations. Directors are exploring various other opportunities to further improve the working results during the current year.

2. DIVIDEND

In view of plough back of profit for the expansion of business of the Company, the Board of the Directors of the Company do not recommended any dividend on its Equity shares for the yearended2012-13.

3. TEXTILE INDUSTRY OUT LOOK

An India cotton textile remains negative to stable for 2013 on account of subdued demand, although margins are expected to benefit from softening raw material prices. The outlook for synthetic textiles remains negative for 2012 due to reversal of substitution demand and oversupply in domestic partially oriented yarn, pressurizing selling prices and margins of synthetic textile companies.

2012 was marked by stability and restoration of operating margins for textile players across the value chain led by steady cotton prices, and the consequent positive impact on liquidity. Margins have been stable-to-improving, led by a better product mix, commanding higher margins.

4. FUTURE OUTLOOK

The future of the textiles industry seems to be bright in all aspects. As such Government places all its trust and relies sector for its strong ''employment creation'' capability, more precisely in the garments manufacturing side. Lowering tax burdens on companies will play an important part in cutting down production costs and boosting competitiveness, increasing ability to tap high-volume orders from the global market. Modernization would enable companies provide quality and volume solutions which is in constant demand by international buyers.

In that view, many manufacturing companies in India are rushing towards expansion and modernization options. Manufacturers are having recourse to fund raising programme pushing EPS to higher growth, dissolving equity on its way. Business collaborations with foreign players, creation of buying offices and Government''s effort to enhance quality production and export are many visible signs of Indians coming into force on the global market.

5. DIRECTORS

Mr. Fenil R. Shah, Director of the company retires by rotation in terms of Articles 150 and 151 of the Articles of Association of the Company. However, being eligible to re-appoint, the Board of the Director of the Company for his reappointment.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

6.2 that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31 st March, 2013 being end of the financial year 2012-2013 and of the Profits of the Company for the year;

6.3 that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

6.4 that the Directors have prepared the annual accounts on a going concern basis.

7. CORPORATE GOVERNANCE

The Report on Corporate Governance as per the requirements of Clause 49 of the Listing Agreement is annexed.

8. LISTING

The Equity Shares of the Company are listed on Ecmbay Stock Exchange Limited and the Company has paid Annual Listing Fees up to the year 2013-14.

9. PERSONNEL AND H. R. D

Your Directors are glad to report that the industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H.R. D:

10. GENERAL:

10.1 Insurance:

The Company''s properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, earthquake etc.

10.2 Auditors:

The present Auditors of the Company M/S. R.R. Shah and Associates, Chartered Accountants, Ahmedabad, will retire at the ensuing Annual General Meeting. They have shown their willingness for re-appointment for the year 2013-14. The Company has obtained certificate for eligibility for appointment under Section 224(1 -B) of the Companies Act, 1956 from M/s. R. R. Shah & Associates, Chartered Accountants, Ahmedabad. The members are requested to appoint Auditors in the ensuing Annual General Meeting. The qualification in the Auditors'' Report relating to non-provision for diminution in value of long-term investments is self-explanatory and is separately dealt with in Notes to the Accounts in Schedule.

10.3 Particulars of Employees:

None of the employees of the Company is drawing remuneration requiring disclosure of information under Section 217 (2A) Of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

10.4 Deposits:

The Company has not accepted any deposit as defined under Section 58 A and the Companies (Acceptance of Deposit) Rules, 1975.

11. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

The Statement of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo pursuant to provisions of 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 are given in Annexure-I to this Report.

12. ACKNOWLEDGMENT:

Your Directors would like to express their sincere thanks and appreciation to Promoters, Shareholders, Suppliers and Customers for their constant support and co-operation received. Your Directors also wish to take this opportunity to place on record their gratitude to the Banks, Financial Institutions and Government Departments for their confidence reposed in the Company. Date: 12/08/2013 For & on behalf of the Board of Director

Place: Ahmedabad Sd/- Sd/- (Kalyan Shah) (Fenil R. S,hah)

Managing Director Director

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Mar 31, 2009

The Directors present the TWENTY FIFTH ANNUAL REPORT together wit the Audited Statement of Accounts for the Financial Year 2008-09 ended 31st March, 2009.

I.FINANCIAL RESULTS

2008-09 2007-08 Amt. in Lacs Amt. in Lacs

Operating Profit (Before Interest & Depreciation) 6.68 54.56

Less: interest 9.10 19.96

Profit before Depreciation (2.42) 34.60

Less: Depreciation 23.74 29.69

Profit before Tax 26.747 4.91

Add: Excess Depreciation written back 10.68 34.04

Less: Prior Period Adjustments (0.43) 0.89

Less: Provision of Taxation -Current 0 2.61

-Deferred 2.68 1.51

Profit for the Year (19.17) 33.92

Add: Balance brought forward from Previous year 55.08 22.05

Balance Carried to Balance Sheet 36.34 55.08

2. DIVIDEND

In view of lossess suffered during the year under Report, the Board of Directors is unable to recommend any dividend on its Equity Share for the year 2008-09.

3. TEXTILE INDUSTRY OUTLOOK.

Cotton is the main commodity for the Textile Industry the prices of which increases world over and the total textile industry world is affected by these increase in prices and consequently, it adversely affect on the Spinning business of the company and all the other reputed companies in India as well as entire global textile industries.

4. FUTURE OUTLOOK:

In order to improve profitability by achieving economy of scale and expand the customer base by offering different product-mix, the Board of Directors has decided to expand and focus on existing capacities/areas in cotton ginning industry and by continuing the cotton export activity. This measure would help the Company to cater to the needs of new markets globally, for Export of Cotton, which will improve the top line and consequently the bottom line. The Cotton Export in the FY 2008-09 is Rs. 2.54 Crore as compared to Rs. 5.41 Crore in the previous FY 2007-08 and the management of the company is hopeful for more such improvement in the performance in the upcoming years.

5. DIRECTORS:

One of your Directors viz. Shri Janak Nanavaty retires by rotation in terms of Articles 150 and 151 of the Articles of Association of the Company. He, however, being eligible offers himself for reappointment.

6. DIRECTORS* RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to DirectorsResponsibility Statement, it is hereby confirmed:

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

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2009 being end .of the financial year 2008-09 and of the Profits of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

7. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per the requirements of Clause 49 of the Listing Agreement is annexed. /

8. LISTING:

The Equity Shares of the Company are listed on Ahmedabad, Mumbai, Chennai and Delhi Stock Exchanges and the Company has paid Annual Listing Fees to Ahmedabad and Mumbai Stock Exchange upto the year 2008-09. However, the Board of Directors thought fit to delist the equity shares of the Company from the Delhi Stock Exchange Ltd. and the Madras Stock Exchange Limited.

9. PERSONNEL AND H. R. D:

Your Directors are glad to report that the industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D:

10. GENERAL:

10.1 INSURANCE:

The Companys properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, earthquake etc.

10.2 AUDITORS:

The present Auditors of the Company M/s.R.R.Shah & Associates.Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have shown their willingness for re-appointment for the year 2009-10. The Company has obtained certificate foreligibilityforappointmentunderSection224(1-B)oftheCompaniesAct, 1956fromM/ s. R. R. Shah & Associates, Chartered Accountants, Ahmedabad. The members are required to appoint Auditors in the ensuing Annual General Meeting.

The qualification in the Auditors Report relating to non-provision for diminution in value of long-term investments is self-explanatory and is separately dealt with in Notes to the Accounts in Schedule

10.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure of information under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

10.4 DEPOSITS:

The Company has not accepted any deposit as defined under Section 58 A and the Companies (Acceptance of Deposit) Rules, 1975.

11. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

The Statement of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo pursuant to provisions of 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 are given in Annexure-I to this Report.

12. ACKNOWLEDGMENT:

Your Directors would like to express their sincere thanks and appreciation to Promoters, Shareholders, Suppliers and Customers for their constant support and co-operation received. Your Directors also wish to take this opportunity to place on record their gratitude to the Banks, Financial Institutions and Government Departments for their confidence reposed in the Company.

Forand on behalf of the Board, Place: Ahmedabad Sd/-

Date: 30th June, 2009. Kalyanbhai J. Shah

Chairman & Managing Director