Directors Report of Mahaalaxmi Texpro Ltd.

Mar 31, 2024

Your directors are pleased to present the 31^st Annual Report on the operational and business performance of the Company together with the
Audited Financial Statements for the Financial Year ended 31^st March, 2024.

FINANCIAL RESULTS

The performance of the company for the financial year ended March 31,2024 is summarized below:

(''. In Lakhs)

Particulars	CURRENT YEAR 2023-24	PREVIOUS YEAR 2022-23
Total income	979.91	1683.62
Profit/loss before Depreciation & Amortization Expenses, Finance Cost and Tax	(351.65)	(537.08)
Less: Depreciation & Amortization Expenses	329.30	1162.22
Profit/loss before Finance Cost, Exceptional items and Tax expenses	(680.95)	(1699.30)
Less: Finance Cost	165.00	0
Profit/ loss before Exceptional items and Tax expenses	(845.94)	(1699.30)
Less: Exceptional Items	91366.01	0
Profit/loss before Tax expenses	90520.06	(1699.30)
Less: Tax Expenses	0.00	0
Profit/loss for the year	90520.06	(1699.30)
Other Comprehensive Income	155.32	52.90
Total Comprehensive Income	90675.38	(1646.40)
Balance of Profit /loss for earlier year	(98552.00)	(96852.70)
Balance carried forward	(8031.94)	(98552.00)

The performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report
(forming part of the Annual Report)

PROCEEDINGS OF LIQUIDATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE,2016 (IBC) READ WITH INSOLVENCY AND
BANKRUPTCY BOARD OF INDIA(IBBI) (LIQUIDATION PROCESS) REGULATIONS, 2016

A. Stay on auction process of Corporate Debtor was vacated by the order of Hon''ble High Court, Bombay on 25^th April, 2023 and
the auction process along with the liquidation process was taken ahead by the liquidator in consultation with the stakeholders.

B. The auction of the company as going concern was successfully completed by the liquidator vide an e-auction dated 13^th
September, 2023.During the liquidation process Mahaalaxmi Textile being Successful Bidder had taken over the company as
Going Concern.

C. Further, certain reliefs & concessions as sought by the successful bidder i.e. Mahaalaxmi Textile were granted by Hon''ble NCLT,
Mumbai vide order dated 25^th January,2024.

D. Sale certificate dated 11^th March ,2024 along with acquisition plan was issued by the liquidator. Based on the acquisition plan
as annexed with sale certificate, several corporate actions were proposed by Mahaalaxmi Textile in acquisition plan including
Cancellation of shares of previous promoters, cancellation of 97.50% paid up capital of the public shareholders and allotment
of new shares to representative of Mahaalaxmi Textile and its nominees. The said corporate actions are still in process before
CDSL, NSDL, BSE and NSE.

REVIEW OF OPERATIONS

During the year under review the turnover of the company is '' 979.91 Lakhs which was '' 1683.62 Lakhs in previous year. Under
Utilization of capacity accompanied lower margins have resulted into the Loss of '' 845.94 Lakhs as against the net loss of ''1699.30
Lakhs in previous year. The substantial portion of loss is due the provision of depreciation which is owing to the fact that major
portion of Company''s unit is not operational.

The Company was undergoing Insolvency Proceedings for the past several years. During the current year under consideration the
company was sold in an e-auction conducted by the Liquidator “As a Going Concern” Consequent to the said e-auction the
successful bidder paid the requisite bid amount and approached the Hon. National Company Law Tribunal (NCLT) for seeking various
relief. Accordingly vide order dated 25.01.2024, the Hon. NCLT was pleased to pass an order granting the reliefs. Pursuant to the said
order the liabilities of the companies apart from those settled by the liquidator according to Section 53, shall stand extinguished. The
Company has thereby written back several liabilities and also written off certain assets, which have been treated as “Exceptional
Items” in the books of accounts thereby the profit after Exceptional Items '' 90520.06 (Loss of '' 1699.30 in Previous Year)

CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business activities of the Company during the financial year under review.

DIVIDEND

In view of the operational losses incurred by the Company and the liquidation proceedings under IBC, the Board of Directors of the
Company has not recommended any dividend for the financial year under review.

RESERVES

As the Company has incurred operational losses during the year, no amount has been transferred to Reserves
TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS/ SHARES TO IEPF
During the year, the Company was not required to transfer any unclaimed dividends / Shares to IEPF
DIRECTORS & KEY MANAGERIAL PERSONNEL

Due to sad demise of Mr. Anasaheb Mohite, Chairman & Managing Director, it was required to fill the vacancy of the post. Hence with
recommendation, the board had appointed Mr. Anant Bhide as a Managing Director of the company w.e.f. 27^th July, 2023.

Pursuant to the liquidation proceedings under the Insolvency and Bankruptcy Code 2016, the charge of the company was handed
over to the successful bidder and hence necessitating the reformation of the entire board and various committees of the Company
(Corporate Debtor). Pursuant to Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, as per the
recommendations of the successful bidder and with the consent of the liquidator, the new directors along with Chief Financial Officer
were appointed with immediate effect i.e. 15^th March, 2024 on the Board of the company. Pertinent to the new management taking
over the company, all the previous directors and CFO had resigned.

Hence Mr. Deepak C. Choudhari Chairman & Managing Director, Mrs. Madhubala D. Choudhari Non-Executive Director, Mr. Dhruv N.
Jain Independent Director, Mr. Veerendra M. Mane Independent Director, Mr. Mandar D. Jadhav Independent Director, Mr. Tausif G.
Solapure Independent Director and Shrenik Chaudhari Chief Financial Officer appointed w.e.f. 15^th March,2024

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration)
Rules, 2014 and Articles of Association of the Company, Mrs. Madhubala D. Choudhari, Non-Executive Non-Independent Director of
the Company (DIN: 08180531), retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re¬
appointment and your Board recommends for her re-appointment.

Brief resume of Director proposed to be appointed is given in the Notice convening 31^st Annual General Meeting in pursuant to
Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 were Mr.
Deepak C. Choudhari, Chairperson & Managing Director, Mr. Shrenik D. Choudhari, Chief Financial Officer and Mrs. Nasima A. Kagadi,
Company Secretary.

PUBLIC DEPOSITS

During the year, the Company has not accepted any deposits from the public and there are no outstanding deposits in terms of the
Companies (Acceptance of Deposits) Rules, 2014.

INDUSTRIAL RELATIONS

During the year, industrial relations have been cordial.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual Return of the Company is available on the website of the Company www.abhishekcorporation.com

The Equity Shares of your Company are presently listed on BSE Limited & National Stock Exchange of India Limited (NSE). Due to
financial crunches faced by the company, listing fees has not been paid for the financial year.

MEETINGS OF THE BOARD

During the financial year under review, eight (8) Board Meetings were convened and held, the details of which are given in the
Corporate Governance Report. The intervening gap between these Meetings was within the period prescribed under the Companies
Act, 2013 and Regulations 17 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements)
Regulation, 2015. Detail of dates are mentioned in Corporate Governance Report, part of annual report.

SUBSIDIARIES

During the year under review, Company does not have any subsidiaries or joint ventures or associate companies as defined under the
Act. However, the Company has framed a policy for determining material subsidiaries, which can be accessed at web-link
http://www.abhishekcorporation.com/disclosure/policy-for-determining-material-subsidiaries.pdf

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with
Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on 31^st March, 2024 and
state that:

a) In the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable Accounting Standards
have been followed along with proper explanation relating to material departures;

b) Accounting policies have been selected and applied consistently and judgments and estimates made that were reasonable and

prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit

and loss of the Company for the year under review;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the

provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and

other irregularities;

d) The annual financial statements have been prepared on a going concern basis,

e) Internal financial controls to be followed by the Company have been laid down and ensured that such internal financial controls
are adequate and operating effectively; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are
adequate and operating effectively.

REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations and on
recommendation of Nomination and Remuneration Committee, the Board of Directors have adopted policy for selection and
appointment of Directors, Senior Management and their remuneration. The Remuneration Policy has been placed on the website of
the Company and is available on http://www.abhishekcorporation.com/disclosure/Remuneration%20Policy.pdf Brief of
Remuneration policy is given in Corporate Governance report.

RISKS AND AREA OF CONCERN

The Company has an elaborate risk Management procedure and adopted a systematic approach to mitigate risk associated with
accomplishment of objectives, operations, revenues and regulations. The Company believes that this would ensure mitigating steps
proactively and help to achieve stated objectives. The Risk Management process of the Company focuses on three elements, viz. (1)
Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

A Risk Management Committee is constituted which has been entrusted with the responsibility to assist the Board in (a) Overseeing
and approving the Company''s enterprise risk management framework; and (b) Overseeing that all the risk that the organization faces.

The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the
implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies
and systems. The details of the Risk Management Policy are available on the Company''s website
http://www.abhishekcorporation.com/disclosure/Risk%20Management%20Policy.pdf

No frauds were reported by the Auditors under Sub-Section 12 of Section 143 of the Companies Act, 2013 read with the Rules made
there under.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DECLAIMERS MADE BY THE
AUDITORS

Explanation or Comments on Qualification, reservations or adverse remarks or declaimers made by Auditors in Statutory Audit
Report are enclosed as Annexure I.

Explanation or Comments on Qualification, reservations or adverse remarks or declaimers made by Secretarial Auditors in Secretarial
Audit Report are enclosed as Annexure I.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company is not falling under any of applicability criteria''s of CSR as mentioned under the Provisions of Section 135 of
Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, therefore it is not mandatory for the
company to form Corporate Social Responsibility (CSR) Committee and a Policy on Corporate Social Responsibility.

COST AUDIT AND RECORDS

It is not mandatory for the company to maintain cost audit and records.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN
THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATED AND THE DATE OF THE REPORT

Except the changes occurred during and subsequent to the financial year 2023-24, relating to liquidation process as stated herein
above, there are no any material changes and commitments affecting the financial position of the Company occurred between the
end of the financial year to which this financial statement relates and the date of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Company has not provided any loans, guarantees, security under any Section 186 of the Companies Act, 2013 during the year under
review. The Company has not made any investment during the financial year 2023-24.

DECLARATION OF INDEPENDENT DIRECTORS

Pursuant to section 134(3)(d) of the Act, the Company confirm having received necessary declarations from all the Independent
Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under
Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

SUSPENSION OF SECURITY TRADING

Trading of Shares is suspended in BSE Ltd and National Stock Exchange of India Limited due to non-submission of some quarterly
compliance and non-payment of listing fees.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015,
the Board has carried out annual evaluation of its own performance, that of its committees and individual directors for the financial year
2023-24. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

Except orders under IBC Code 2016, there are no significant material orders passed by the regulators/courts/tribunal which would
impact the going concern status of the Company and its future operations for this year.

SHARE CAPITAL

There was no change in capital structure of the Company during the year under review. As on 31^st March, 2024, the paid-up equity
share capital is '' 16, 00, 84,620 comprising of 1, 60, 08,462 Equity shares of Face Value of ''10/- each. During the financial year
2023-24, Company has not issued any equity shares with differential rights as to dividends, voting or otherwise, or any convertible
securities, warrants or Sweat Equity shares. The Company does not have any Employee Stock Option Scheme or Employee Stock
Purchase Scheme.

Further, in accordance with acquisition plan provided to the Resp. Liquidator and Hon. NCLT, several corporate actions were proposed
by Mahaalaxmi Textile (successful bidder) for effectuating the acquisition of the corporate debtor including the Cancellation of
shares of previous promoters, reduction and consolidation of 97.50% paid up capital of the public shareholders and allotment of new
shares to representatives of Mahaalaxmi Textile. The said corporate actions are still in process at CDSL, NSDL, BSE and NSE.

AUDIT COMMITTEE AND ITS COMPOSITION

The Audit Committee is duly constituted as per the provisions of Section 177 of Companies Act 2013 and Regulations 18 of Listing
Regulations. The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which
forms part of this report.

WHISTLE BLOWER POLICY

The Company is committed to provide an open, honest and transparent working environment and seeks to eliminate fraudulent
activities in its operations. To maintain high level of legal, ethical and moral standards and to provide a gateway for employees to
report unethical behavior and actual or suspected frauds, the Company has adopted the Whistleblower Policy / Vigil Mechanism in
line with Regulation 22 of the SEBI (LODR) Regulations, 2015. No personnel have been denied access to the Audit Committee. The
Whistleblower Policy / Vigil Mechanism broadly covers a detailed process for reporting, handling and investigation of fraudulent
activities and providing necessary protection to the employees who report such fraudulent activities / unethical behaviour.

The policy is available on the website of the Company viz http://www.abhishekcorporation.com/vigil%20machanism%20policy.pdf No
complaints, issues or concerns were received by the Company under Code of Conduct and Whistle Blower Policy during FY 2023-24.

STATUTORY AUDITOR

In accordance with Section 139 of the Companies Act, 2013, the Members of the Company in its 28^th Annual General Meeting, held on
30^th September, 2021 have appointed M/S ARNA Associates, Chartered Accountants, Kolhapur (Registration No.122293W) as the
Statutory Auditors of the Company to hold office till the conclusion of the 33^rd Annual General Meeting of the Company. The provisions
relating to ratification of the appointment of the Statutory Auditors has been removed vide Companies Amendment Act, 2017.

However, the Statutory Auditors have given a confirmation that they are eligible to continue with their appointment and that they
have not been disqualified in any manner from continuing as Statutory Auditor.

SECRETARIAL AUDITOR AND SECRETARIAL REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board, at its meeting held on 29^th May 2023 has appointed M/s Shrenik Nagaonkar &
Associates, Practicing Company Secretaries, Kolhapur to conduct a secretarial audit of the Company for the financial year 2023-24.
The Report of the Secretarial Audit carried out for the financial year 2023-24 is annexed herewith as Annexure- II

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies act 2013 read with Companies (Accounts) Rules, 2014, the board on
recommendation of the Audit committee, reappointed Mr. Nilesh R. Kothari, Chartered Accountant, Kolhapur as the Internal Auditor
of the Company. The Management regularly reviews the findings of the Internal Auditor and effective steps to implement any
suggestions/observations of the Internal Auditors are taken and monitored regularly. In addition, the Audit Committee of the Board
regularly addresses significant issues raised by the Internal Auditor.

INTERNAL FINANCIAL CONTROL

The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper
recording of financial and operational information & compliance of various internal controls & other regulatory & statutory
compliances. Internal Auditors'' comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal
Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations
of the company. Based on their report of Internal Audit function, corrective actions in the respective area are undertaken & controls
are strengthened. Significant audit observations & corrective action suggested are presented to the Audit Committee.

CORPORATE GOVERNANCE REPORT

Pursuant to the provisions of Chapter IV read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of
the shareholders. A certificate issued by the Secretarial Auditors of the Company regarding compliance with the conditions of
Corporate Governance as stipulated under the said Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms part of this Report.

PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEE

Pursuant to provisions of Section 197 (12) of Companies Act, 2013 read with the rule 5(1) of the Companies (Appointment &
Remuneration of Managerial personnel) rules 2014, details of ratio of remuneration of director to the median employee''s
remunerations are appended to this report as Annexure III. Due to Liquidation process none of the Directors were paid any
remuneration.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS

The company has complied with all the mandatory applicable secretarial standards issued by the Institute of Company Secretaries
of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) along with Schedule V
of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”), is presented in a separate section forming part of this Annual Report.

CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / RESEARCH & DEVELOPMENT

The disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014
for the year ended 31^st March, 2024 are provided under Annexure IV to this Directors'' Report.

COMMITTEES OF THE BOARD

The Company has duly constituted the Committees as required under the Companies Act, 2013 read with applicable Rules made
there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

At present following are the Committees of the Board;

- Audit Committee

- Stakeholders'' Relationship Committee

- Nomination and Remuneration Committee

- Risk Management Committee

The details of composition of each Committee, terms of the reference and number of meetings held during the year under review are
given in the Corporate Governance Report, annexed to this report.

Pursuant to SEBI Circular Company is not required to constitute Risk Management Committee but the company have the said
committee since last several years and considering the scope and necessity, Board has decided to continue with the same.

PARTICULARS OF CONTRACT AND ARRANGEMENT WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE
COMPANIES ACT, 2013

All contracts/arrangements/transactions entered by the Company during the financial year with related Parties were in ordinary
course of business and on arm''s length basis. There are no materially significant related party transactions made by the Company
with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at
large or which warrants the approval of the shareholders. Accordingly, the disclosure of Related Party Transactions as required under
Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as in Form
AOC - 2 being enclosed as Annexure V to this report.

In terms of Section 188 Companies Act and Companies (Meeting of board and its powers) Rules, 2014 and further in terms of
Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 related to the corporate governance,
Company has formulated related party policy of the company. The Policy on Related Party Transactions as approved by the Board
may be accessed through the following link: http://www.abhishekcorporation.com/disclosure/policy-on-related-party-
transactions.pdf

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

Company always endeavors and provide conductive work environment that is free from discrimination and harassment including
sexual harassment. The Company has zero tolerance towards sexual harassment at workplace and has adopted a policy for
prevention of Sexual Harassment of Women at workplace. The Company has set up an Internal Committee under the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to look into complaints relating to sexual
harassment at workplace of any woman employee. During the year under review, no complaints pertaining to sexual harassment
were received and no complaint was pending as on 31^st March, 2024.

STATEMENT ON IMPACT OF AUDIT QUALIFICATION

Under SEBI vide circular no. CIR/CFD/CMD/56/2016 Company has submitted Statement on impact of audit qualification with
modified opinion for the year 2023-24 to respective stock exchanges. The Statement on Impact of Audit Qualification for Financial
Year 2023-24 is appended which forms part of this Directors Report as Annexure VI.PARTICULARS OF EMPLOYEESThe statement
containing particulars of employees as required under section 197(12) of Companies Act 2013 read with Rule 5(2) and 5(3) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 showing the names and other particulars of the
employees drawing remuneration in excess of the limits set out in the said rules has been appended as Annexure VI forming part of
this report.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under section 197(12) of Companies Act 2013 read with Rule 5(2)
and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 showing the names and other
particulars of the employees drawing remuneration in excess of the limits set out in the said rules has been appended as Annexure
VII forming part of this report.

GENERAL DISCLOSURES

No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year
under review:

A. Issue of equity shares with differential right as to dividend, voting or otherwise.

B. Issue of shares (including sweat equity shares) to employees of the company under any scheme.

C. Neither Managing Director nor Whole Time Directors of the company receive any remuneration or commission from any
of its subsidiary.

ACKNOWLEDGEMENT

Your directors express their sincere appreciation for the cooperation and assistance received from Shareholders, Bankers, Financial
Institutions, Regulatory Bodies, government Authorities, customers and other business constituents during the year under review.

The Directors express their sincere thanks to the liquidator and stakeholders of the Company for continuous support during the year.
Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers
and staff and look forward to their continued support in future.

Date : 3^rd September, 2024 By order of the Board of Directors

Place : Kolhapur For Abhishek Corporation Limited

Deepak Choudhari

Managing Director
(DIN: 03175105)

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 21th Annual Report for the year ended on 31st March 2014.

Financial Results:

The performance of the Company for the financial year ended March 31, 2014 is summarized below: in lacs PARTICULARS 2013-14 2012-13

Total Income 2249.47 2594.75

Usual Working Expenses 3580.77 3551.66

Gross Profit/(Loss)before Interest (1331.30) (956.91) and Depreciation

Less: Interest 5342.90 4186.64

Depreciation 1497.46 1503.65

Profit /(Loss)Before Tax (8171.66) (6647.20)

Less: Provision for Current Tax - -

Provision for Deferred Tax - -

Provision for Fringe Benefit Tax - -

Profit /(Loss)After Tax before Extra Ordinary & Exceptional Items (8171.66) (6647.20)

Less : Exceptional Items - -

Profit /(Loss)After Tax & After Extra Ordinary Items (8171.66) (6647.20)

before Exceptional Items

Add : Extra Ordinary Items - -

Profit /(Loss)After Tax & After Extra Ordinary & Exceptional Items (8171.66) (6647.20)

Add : Balance brought forward from last Year - -

Balance Transferred to Balance Sheet (8171.66) (6647.20)

Results of Operations

During the year under review sale has been reduced to Rs. 2241.75 lacs from Rs. 2587.50 Lacs. Company has started receiving orders gradually. But still orders are very less comparing to production capacity of the Company. Management is constantly focused on marketing. Due to lack of funds and lower orders the growth in Company''s sale is restricted.

Company has not been able to sale the Fabric of Premium Quality due to lack of demand. Premium quality fabric gives higher margins. Under utilization of capacity accompanied with higher debt cost, lower margins have resulted into the loss of Rs. 8171.66 lacs (before Extra Ordinary Item) as against the net loss of Rs. 6647.20 Lacs in previous year.

Dividend:

During the year under review the Company has not earned profit hence your Board of Directors'' do not recommend any dividend for the year.

Fixed Deposits

During the year under review the Company has not raised any amount by way of Fixed Deposits.

Industrial Relations

During the year, industrial relations have been cordial.

Directors

In accordance with the provision of section 152 of Company Act, 2013 read with Companies (Management & Administration) Rules, 2014 Mrs. Rama Jawahar Swetta, Director of the Company retires by rotation and being eligible, has offered herself for reappointment at the ensuing Annual General Meeting.

In terms of provision of Section 149 & 152 of Companies Act 2013 which become effective from 1st April 2014, an Independent Director of a Company can be appointed for a term of five consecutive years and shall not be liable to retired by rotation.

To comply with above provision it is proposed to appoint Mr. Dhananjay Charane, Mr. Manohar Dudhane as Independent Director of the Company for a period up to 31st March 2016 who shall not be liable to retire by rotation. Your board recommends their appointments.

The Company has received declaration from all the Independent Directors of the Company conforming that they meet the criteria of Independence as prescribed both under sub-sec. 149 of the Companies Act, 2013 and under clause 49 of the listing agreement with the stock exchange.

During the year Mr. Abhishek Mohite, Mr. Yashawant Shilalkar, Mr. Manohar Kanitkar has resigned from their post of Director and Mr. Manohar Dudhane was appointed as an Independent Director.

Corporate Governance

In order to maintain high standards of Corporate Governance and to be complied with the provisions of clause 49 of Listing Agreement the Company has formed following committees :

I. Audit Committee: The primary objective of Audit Committee is to monitor and effectively supervise the Company''s financial reporting process with a view to provide accurate, timely and proper disclosures and to maintain integrity and quality of financial reporting. Its Constitution, activities of this committee has been elaborated in the report of Corporate Governance. Report on Corporate Governance along with Auditors Certificate on Compliance with the conditions of Corporate Governance as stipulated in clause 49 of listing agreement is provided elsewhere in the Annual Report.

II. Share Transfer and Investor Grievance Committee : The Board of Directors'' has constituted "Share Transfer and Investor Grievance Committee" to look after all the works relating to shares and shareholders grievance i.e., approval of transfer/transmission/demat/remat of shares, issue of duplicate, split-up, consolidation, renewal of share certificate, non receipt of balance sheet, non receipt of declared dividends etc. Its constitution and activities have been elaborated in the report of Corporate Governance.

III. Remuneration Committee : The Board of Directors has constituted "Remuneration Committee" to decide and approve the terms and conditions for appointment of Executive Directors of the Company and remuneration payable to other Directors and Executives of the Company and other matters related thereto. Its constitution, activities of this committee have been elaborated in the report of Corporate Governance.

Auditors Qualification In Audit Report

Regarding the qualification of Auditor in Audit report, Directors'' state as under

Point No. [ix] a) & b) : Due to low turnover, lower capacity utilization with higher debt cost the Company is facing liquidity problem and hence there is non - payment of statutory dues in time. The Company is taking necessary steps to pay off its statutory dues.

Point No. [x] : Due to lower capacity utilization, higher debt cost and lower margin the Company has incurred cash loss of Rs. 6674.22 lacs.

Point No. [xi] : The lower sale and high fixed cost has adversely affected the liquidity/cash flows of the Company resulting into delay in payment of Interest/Installments to Banks. The Company is exploring different ways of reducing the debt burden.

Directors'' Responsibility Statement

Pursuant to requirement in respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i. In preparation of the annual audited accounts, the applicable accounting standards have been followed as per the requirement set out under Schedule VI of the Company Act, 1956 and that there are no material departures from the same;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the Loss of the Company for the year ended on that date.

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

iv. The Directors have prepared the annual accounts of the Company on a ''Going Concern'' basis.

Particulars of Employees

As per the Statement of Particulars of Employees required U/S 217(2A) Of the Company Act 1956 read with the Companies (particulars of employees)Rules 1975, limit of salary, increased up to Rs. 60 Lacs p.a., so this becomes inapplicable to our Company.

Auditors

M/s. Shrikant & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and being eligible offered themselves for reappointment as per the section 141 of Companies Act 2013.

Members are requested to consider their reappointment and fix their remuneration.

Acknowledgment

Your Directors would like to express their grateful appreciation for assistance and co-operation received from Banks, Government Authorities, Customers, Vendors and Members during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed services of Executives, Staff and Workers of the Company.

For and on behalf of Board of Directors

Date : 14th August, 2014 Anasaheb R Mohite Place : Kolhapur Chairman & Managing Director (DIN : 00317676)

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Mar 31, 2013

The Directors have pleasure in presenting the 20th Annual Report for the year ended on 31st March 2013. Financial Results: The performance of the company for the financial year-ended March 31, 2013 is summarized below:

(Rs. in Lacs) Particulars 2012-13 2011-12

Total Income 2594.75 2115.92

Usual Working Expenses 3551.66 3515.62

Gross Profit/(Loss)before Interest and Depreciation (956.91) (1399.70)

Less: Interest 4186.64 5132.89

Depreciation 1503.65 1571.94

Profit/(Loss)Before Tax (6647.20) (8104.53)

Less: Provision for Current Tax

Provision for Deferred Tax

Provision for Fringe Benefit Tax Profit /(Loss)After Tax before Extra Ordinary and Exceptional Items (6647.20) (8104.53)

Less: Exceptional Items

Profit /(Loss)After Tax & After Extra Ordinary Items before (6647.20) (8104.53)

Exceptional Items Add: Extra Ordinary Items

Profit /(Loss)After Tax & After Extra Ordinary & Exceptional Items (6647.20) (8104.53)

Add: Balance brought forwar from last Year

Balance Transferred to Balance Sheet (6647.20) (8104.53)

Results of Operations

During the year under review sale has been increased by 22.81% from Rs. 2106.59 Lacs in previous year to Rs. 2587.07 Lacs in the current year. Company has started receiving orders gradually. But still orders are very less comparing to production capacity of the company. Management is constantly focused on marketing. Due to lack of funds and lower orders the growth in Company''s sale is restricted.

Company has not been able to sale the Fabric of Premium Quality due to lack of demand. Premium quality fabric gives higher margins. Under utilization of capacity accompanied with higher debt cost, lower margins have resulted into the loss of Rs. 6647.20 Lacs (before Extra Ordinary Item) as against the net loss of Rs. 8104.53 Lacs in previous year.

Dividend:

During the year under review the company has not earned profit hence your Board of Directors'' do not recommend any dividend for the year.

Fixed Deposits

During the year under review the company has not raised any amount by way of Fixed Deposits.

Industrial Relations

During the year, industrial relations have been cordial

Directors

Mr. Ravi Yashwant Shiralkar, Director of the Company retires by rotation and being eligible, has offered himself for reappointment at the ensuing Annual General Meeting.

Board recommends above appointments.

Corporate Governance

In order to maintain high standards of Corporate Governance and to be complied with the provisions of clause 49 of Listing Agreement the company has formed following committees.

I. Audit Committee: The primary objective of Audit Committee is to monitor and effectively supervise the company''s financial reporting process with a view to provide accurate, timely and proper disclosures and to maintain integrity and quality of financial reporting. Its Constitution, activities of this committee has been elaborated in the report of Corporate Governance. Report on Corporate Governance along with Auditors certificate on compliance with the conditions of Corporate Governance as stipulated in clause 49 of listing agreement is provided elsewhere in the Annual Report.

II. Share Transfer and Investor Grievance Committee: The Board of Directors'' has constituted "Share Transfer and Investor Grievance Committee" to look after all the works relating to shares and shareholders grievance, i.e., approval of transfer/transmission/demat/remat of shares, issue of duplicate, split-up, consolidation, renewal of share certificate, non receipt of balance sheet, non receipt of declared dividends etc. Its constitution and activities have been elaborated in the report of Corporate Governance

III. Remuneration Committee: The Board of Directors has constituted "Remuneration Committee" to decide and approve the terms and conditions for appointment of Executive Directors of the Company and remuneration payable to other Directors and Executives of the Company and other matters related thereto. Its constitution, activities of this committee have been elaborated in the report of Corporate Governance

Auditors Qualification In Audit Report

Regarding the qualification of Auditor in Audit report, Directors'' state as under

Point No. ix a) & b) Due to low turnover, lower capacity utilization with higher debt cost the company is facing liquidity problem and hence there is non - payment of statutory dues in time. The company is taking necessary steps to pay off its statutory dues.

Point No. x : Due to lower capacity utilization, higher debt cost and lower margin the company has incurred cash loss of Rs. 5143.55 Lacs.

Point No. xi: The lower sale and high fixed cost has adversely affected the liquidity/cash flows of the company resulting into delay in payment of Interest/Installments to Banks. The company is exploring different ways of reducing the debt burden.

Directors'' Responsibility Statement

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

i. In preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the Loss of the Company for the year ended on that date.

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

iv. The Directors have prepared the annual accounts of the Company on a ''Going Concern'' basis.

Particulars of Employees

Present limit of salary, increased up to Rs. 60 Lacs p.a., so this becomes inapplicable to our Company.

Auditors

M/s. Shrikant & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and being eligible offered themselves for reappointment.

The company has received letter from M/s. Shrikant & Co. to the effect that their reappointment if made would be within prescribed limits under section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of section 226 of the said Act.

Members are requested to consider their reappointment and fix their remuneration. Acknowledgement

Your Directors would like to express their grateful appreciation for assistance and co-operation received from Banks, Government Authorities, Customers, Vendors and Members during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed services of Executives, Staff and Workers of the company.

For and on Behalf of the Board of Directors

Anasaheb R Mohite

Chairman & Managing Director Kolhapur

August 26, 2013

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Mar 31, 2012

The Directors have pleasure in presenting the 19th Annual Report for the year ended on 31st March 2012. Financial Results:

The performance of the company for the financial year ended March 31, 2012 is summarized below:

(Rs. in Lacs)

Particulars 2011-12 2010-11

Total Income 2115.92 4968.33

Usual Working Expenses 3515.62 8444.09

Gross Profit/(Loss)before Interest and Depreciation (1399.70) (3475.76)

Less: Interest 5132.89 1933.44

Depreciation 1571.94 1574.58

Profit/(Loss)Before Tax (8104.53) (6983.78)

Less: Provision for Current Tax - -

Provision for Deferred Tax - -

Provision for Fringe Benefit Tax - -

Profit /(Loss)After Tax before Extra Ordinary and Exceptional Items (8104.53) (6983.78)

Less: Exceptional Items - -

Profit /(Loss)After Tax & After Extra Ordinary Items before (8104.53) (6983.78)

Exceptional Items Add: Extra Ordinary Items - 4.01

Profit /(Loss)After Tax & After Extra Ordinary & Exceptional Items (8104.53) (6979.77)

Add: Balance brought forward from last Year - -

Balance Transferred to Balance Sheet (8104.53) (6979.77)

Results of Operations

During the year under review sale has been decreased by 57.53% from Rs. 4959.83 Lacs in previous year to Rs. 2106.59 Lacs in the current year. Company has started receiving orders gradually. But still orders are very less comparing to production capacity of the company. Management is constantly focused on marketing. Due to lack of funds and lower orders Company's sale is decreasing as compared to previous year.

Company has not been able to sale the Fabric of Premium Quality due to lack of demand. Premium quality fabric gives higher margins. Under utilization of capacity accompanied with higher debt cost, lower margins have resulted into the loss of Rs. 8104.53 Lacs (before Extra Ordinary Item) as against the net loss of Rs. 6979.77 Lacs in previous year.

Dividend:

During the year under review the company has not earned profit hence your Board of Directors' do not recommend any dividend for the year.

Fixed Deposits

During the year under review the company has not raised any amount by way of Fixed Deposits.

Industrial Relations

During the year, industrial relations have been cordial

Directors

Mr. Abhishek Anasaheb Mohite, Director of the Company retires by rotation and being eligible, has offered himself for reappointment at the ensuing Annual General Meeting.

Board recommends above appointments.

Corporate Governance

In order to maintain high standards of Corporate Governance and to be complied with the provisions of clause 49 of Listing Agreement the company has formed following committees.

I. Audit Committee: The primary objective of Audit Committee is to monitor and effectively supervise the company's financial reporting process with a view to provide accurate, timely and proper disclosures and to maintain integrity and quality of financial reporting. Its Constitution, activities of this committee has been elaborated in the report of Corporate Governance. Report on Corporate Governance along with Auditors certificate on compliance with the conditions of Corporate Governance as stipulated in clause 49 of listing agreement is provided elsewhere in the Annual Report.

II. Share Transfer and Investor Grievance Committee: The Board of Directors' has constituted "Share Transfer and Investor Grievance Committee" to look after all the works relating to shares and shareholders grievance, i.e., approval of transfer/transmission/demat/remat of shares, issue of duplicate, split-up, consolidation, renewal of share certificate, non receipt of balance sheet, non receipt of declared dividends etc. Its constitution and activities have been elaborated in the report of Corporate Governance

III. Remuneration Committee: The Board of Directors has constituted "Remuneration Committee" to decide and approve the terms and conditions for appointment of Executive Directors of the Company and remuneration payable to other Directors and Executives of the Company and other matters related thereto. Its constitution, activities of this committee have been elaborated in the report of Corporate Governance

Auditors Qualification

- In Audit Report

Regarding the qualification of Auditor in Audit report, Directors' state as under

Point No. ix a) & b) Due to low turnover, lower capacity utilization with higher debt cost the company is facing liquidity problem and hence there is non - payment of statutory dues in time. The company is taking necessary steps to pay off its statutory dues.

Point No. x: Due to lower capacity utilization, higher debt cost and lower margin the company has incurred cash loss of Rs. 6532.59 Lacs.

Point No. xi: The lower sale and high fixed cost has adversely affected the liquidity/cash flows of the company resulting into delay in payment of Interest/Installments to Banks. The company is exploring different ways of reducing the debt burden.

Directors' Responsibility Statement

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

i. In preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the Loss of the Company for the year ended on that date.

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

iv. The Directors have prepared the annual accounts of the Company on a 'Going Concern' basis.

Particulars of Employees

Present limit of salary, increased up to Rs. 60 Lacs p.a., so this becomes inapplicable to our Company.

Auditors

M/s. P. M Vardhe and Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and being eligible offered themselves for reappointment.

The company has received letter from M/s. P. M. Vardhe & Co. to the effect that their reappointment if made would be within prescribed limits under section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for such reappointment witfrfn the meaning of section 226 of the said Act.

Members are requested to consider their reappointment and fix their remuneration.

Acknowledgement

Your Directors would like to express their grateful appreciation for assistance and co-operation received from Banks, Government Authorities, Customers, Vendors and Members during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed services of Executives, Staff and Workers of the company.

For and on Behalf of the Board of Directors

Abhishek A. Mohite

July 4,2012 Director (Marketing & Strategy)

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Mar 31, 2010

The Directors have pleasure in presenting the 17lh Annual Report for the year ended on 31 st March 2010.

Financial Results:

The performance of the company for the financial year ended March 31, 2010 is summarized below:

(Rs. in Lacs)

Particulars 2009-10 2008-09

Total Income 4043.37 2395.25

Usual Working Expenses 4108.97 885.63

Gross Profit/(Loss)before Interest and Depreciation (65.60) 1509.62

Less:Interest 2236.89 1267.59

Depreciation 1436.56 1126.83

Profit Before Tax (3739.05) (884.80)

Less: Provision for Current Tax - -

Provision for Deferred Tax - 389.48

Provision for Fringe Benefit Tax - 3.78

Profit After Tax before Extra Ordinary Items (3739.05) (1278.06)

Add: Extra Ordinary Items 493.28 -

Profit After Tax & After Extra Ordinary Items (3245.77)

Add: Balance brought forward from last Year 3459.53 4737.59

Balance Transferred to Balance Sheet 213.76 3459.53



Results of Operations

During the year under review sale has been increased by 67.60% from Rs. 2378.09 Lacs in previous year to Rs. 3985.71 Lacs in the current year. Though the foreign markets are showing sign of recovery but still there is brunt of post recession phase. Company has started receiving orders gradually. Management is constantly focused on marketing. Due to this only Company has made higher sale as compared to previous year. However current order position is inadequate vis a vis capacity of the Company.

Though the sale has been increased but still Company has not been able to sale the Fabric of Premium Quality due to lack of demand. Premium quality fabric gives higher margins. Under utilization of capacity accompanied with higher debt cost, lower margins have resulted into the loss of Rs. 3739.05 Lacs (before Extra Ordinary Item) as against the net loss of Rs. 1278.06 Lacs in previous year.

Dividend:

During the year under review the company has not earned profit hence your Board of Directors do not recommend any dividend for the year.

Changes in Capital Structure

Reclassification of Authorised Capital of the Company

In terms of approval of members at the Extra Ordinary General Meeting held on March 15, 2010 the company has reclassified its previous Authorized Capital of the company of Rs. 24,00,00,000/- (Rupees Twenty Four Crores Only) divided into 1,50,00,000 (One Crore Fifty Lacs) Equity shares of Rs. 10/- (Rupees Ten Only) each and 90,00,000 (Ninety Lacs) 6% Non Cumulative Redeemable Preference Shares of Rs. 10/-(Rupees Ten Only) each into 24,00,00,000/ (Rupees Twenty Four Crores Only) divided into 2,40,00,000 (Two Crores Forty Lacs) Equity shares of Rs. 10/- (Rupees Ten Only) each

Allotment of Equity Shares on Preferential Basis

In terms of approval of members at the Extra Ordinary General Meeting held on March 15, 2010 the company has allotted 20,00,000 Equity Shares of the face value Rs. 10/- each for cash at a price of Rs.25/- per share (including a premium of Rs.l5A per share) on preferential basis to Mrs Rama J. Swetta under chapter VII of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009

Fixed Deposits

During the year under review the company has not raised any amount by way of Fixed Deposits. As on March 31, 2010 no deposit or interest thereon is outstanding. During the year under review the company has repaid Deposit of Rs. 446.00 Lacs. Information, as required under the Miscellaneous Non-Banking Companies (Reserve Bank) Direc tions 1977, is annexed.

Industrial Relations

During the year, industrial relations have been cordial Directors

Shri. Ravi Y. Shiralkar, Director of the Company retire by rotation and being eligible, has offered himself for reappoint ment at the ensuing Annual General Meeting.

Shri. Shreedhar V. Padhye was appointed as a Director of the company on June 22, 2009 in the casual vacancy caused by the resignation of Mr. Shriprakash M. Dhopeshwarkar and whose term of office expires at this Annual General Meeting.

Mr. Manohar Kanitkar was appointed as an Additional Director of the company by Board with effect from May 17, 2010. His term of office expires at mis Annual General Meeting

Pursuant to section 257 (1) of the Act, the Company has received notices in writing from members along with a deposit of requisite fee proposing the candidature of Shri. Shreedhar V. Padhye & Shri. Manohar Kanitkar for the office of the Director of the company Board recommends above appointments.

Corporate Governance

In order to maintain high standards of Corporate Governance and to be complied with the provisions of clause 49 of Listing Agreement the company has formed following committees.

I. Audit Committee: The primary objective of Audit Committee is to monitor and effectively supervise the companys financial reporting process with a view to provide accurate, timely and proper disclosures and to maintain integrity and quality of financial reporting. Its Constitution, activities of this committee has been elaborated in the report of Corpo rate Governance. Report on Corporate Governance along with Auditors certificate on compliance with the conditions of Corporate Governance as stipulated in clause 49 of listing agreement is provided elsewhere in the Annual Report.

II.Share Transfer and Investor Grievance Committee: The Board of Directors has constituted "Share Transfer and Investor Grievance Committee" to look after all the works relating to shares and shareholders grievance, i.e., approval of transfer/transmission/demat/remat of shares, issue of duplicate, split-up, consolidation, renewal of share certifi cate, non receipt of balance sheet, non receipt of declared dividends etc. Its constitution and activities has been elaborated in the report of Corporate Governance

III. Remuneration Committee: The Board of Directors has constituted "Remuneration Committee" to decide and approve the terms and conditions for appointment of Executive Directors of the Company and remuneration payable to other Directors and Executives of the Company and other matters related thereto. Its constitution, activities of this committee has been elaborated in the report of Corporate Governance

Auditors Qualification

I. In Corporate Governance Certificate: As on March 31 2010 the Company complies with all the requirements of Clause 49 of Listing Agreement except provision regarding Board Composition. Pursuant to allotment of 20,00,000 shares on a preferential basis to Mrs. Rama J. Swetta on March 25, 2010, Mrs. Swetta has ceased to be independent "Director of the company from March 25, 2010. Due to this company did not comply with the requirement of having one-half of the Board of the company consists of Independent Directors. However on May 7, 2010 Mr. R. M. Mohite resigned from the Directorship of the Company. Also on May 17,2010 Board of Directors of the Company by circular resolution appointed Mr. Manohar Kanitkar, as an Additional Director of the Company. Due to these developments now (as on date of this report) the Company complies with all the provisions of Listing Agreement

II.In Audit Report

Regarding the qualification of Auditor in Audit report, Directors state as under

- Point No. ix a) & b) Due to low turnover, lower capacity utilization with higher debt cost the company is facing liquidity problem and hence there is non - payment of statutory dues in time.

- Point No. x: Due to lower capacity utilization, higher debt cost and lower margin the company has incurred loss of Rs. 3245.77Lacs. However majority portion of loss has been adjusted against previous years profits. After adjusting the loss of current year with previous Balance in Profit & Loss account still there is accumulated profit of Rs. 213.76 Lacs.

- Point No. xi: The lower sale and high fixed cost has adversely affected the liquidity/cash flows of the company resulting into delay in payment of Interest/Installments to Banks.

Directors Responsibility Statement

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

i. In preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and esti mates that are reasonable and prudent so as give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the Loss of the Company for the year ended on that date.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accor dance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. The Directors have prepared the annual accounts of the Company on a Going Concern basis.

Particulars of Employees

As required under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particu- lars of Employees) Rules 1975, as amended, the names and other particulars of employees are set out in the annexure included in this report.

Auditors

M/s. B. J. Ingrole and Co., Chartered Accountants, existing Statutory Auditors of the Company, have expressed in writing their unwillingness pursuant to section 224 (2) (b) of the Companies Act, 1956 for re-appointment as Auditors of the Company on their retirement at ensuing Annual General Meeting (AGM). Based on the recommendation of the Audit Committee, the Board of Directors of the Company proposed the appointment of M/S. Jaykumar D. Shetti & Co., Chartered Accountants, as the Auditors of the Company at the ensuing AGM.

M/S. Jaykumar D. Shetti & Co., have expressed their willingness to act as Auditors of the Company and, if appointed, have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (IB) of the Companies Act, 1956

Members are requested to consider their reappointment and fix their remuneration.

Acknowledgement

Your Directors would like to express their grateful appreciation for assistance and co-operation received from Banks, Government Authorities, Customers, Vendors and Members during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed services of Executives, Staff and Workers of the company.

for and on Behalf of the Board of Directors

Kolhapur Anasaheb R Mohite May 27,2010 Chairman & Managing Director