Directors Report of Simplex Mills Company Ltd.

Mar 31, 2015

Dear Members,

The Directors present the Annual Report, together with the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

(in Rs. )

2014-15 2013-14

Profit / ( Loss) before Depreciation, Finance Costs, Exceptional Items and 1,54,76,911) (1,94,49,437) Taxation

Less: Depreciation 41,29,118 48,80,974

Less: Finance Costs 49,11,501 17,28,315

Loss before Exceptional Items and Tax (2,45,17,530) (2,60,58,726)

Less: Exceptional Items (net) 4,79,99,981 -

Loss before Tax (7,25,17,511) (2,60,58,726)

Less: Current Tax - -

Loss after Tax for the year (7,25,17,511) (2,60,58,726)

Less: Adjustment relating to Fixed Assets 3,29,80,891 -

Balance brought forward from previous (7,68,17,287) (5,07,58,561) year

Balance carried forward (18,23,15,689) (7,68,17,287)

DIVIDEND

In view of losses, your Directors regret their inability to propose any dividend.

OPERATIONS

During the year, total income of the Company has decreased to Rs. 17,90,356/- from Rs. 11,35,07,893/-. Loss after tax for the year is Rs. 7,25,17,511/- against Rs. 2,60,58,726/- in the previous year.

CLOSURE OF PLANT

Due to continued losses and with no hope of any improvement in the operations, the Company filed an application under Section 25-O of the Industrial Disputes Act, 1947 with the Commissioner of Labour, Maharashtra State, Mumbai for closure of the textile plant at Akola and the Company has received permission for closure of the said plant.

The Tribunal vide its Order dated 9th April, 2014 has given a permission for closure of the said plant by giving closure compensation to the employees. Accordingly, the Company has closed the said plant by giving the closure compensation to the employees.

The Company has sold plant and machinery during the year as the plant has been closed down. Your Director's are evaluating other options in the textile business including trading of textile products.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet or renewed any fixed deposits during the year.

LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 (the Act) are given in the notes to the Financial Statements.

DIRECTORS

Shri S. M. Soni resigned as a Director of the Company with effect from 3rd February, 2015. The Board has placed on record its appreciation for the valuable services and guidance given by Shri S. M. Soni during his tenure as a Director of the Company.

Shri Pradeep S. Chonkar and Smt. Fatima Fernandes were appointed by the Board as Additional Directors of the Company with effect from 12th February, 2015.

Pursuant to Section 161(1) of the Act, Shri Pradeep S. Chonkar and Smt. Fatima Fernandes hold office upto the date of forthcoming Annual General Meeting (AGM) and being eligible, offer themselves for appointment as Directors of the Company.

Shri Shekhar R Singh, Director of the Company who retires by rotation at the forthcoming AGM and, being eligible, offer himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as prescribed both under the Act and under Clause 49 of the Listing Agreement.

BOARD EVALUATION

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with evaluation process.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, five Board meetings were held. The details of the meetings are given in Corporate Governance Report which forms part of this Report.

REMUNERATION AND NOMINATION POLICY

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of this Policy is given in the Corporate Governance Report which forms part of this Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization programme for Independent Directors of the Company. The details of the programme is given in the Corporate Governance Report which forms part of this Report.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of employees as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure III and forms a part of this Report.

AUDITORS

At the Sixteenth AGM held on 6th August, 2014, M/s. Vijay Rungta & Co, Chartered Accountants, Mumbai, were appointed as the Statutory Auditors of the Company to hold office from the conclusion of that AGM until the conclusion of the 3rd consecutive AGM to be held thereafter (subject to ratification of the appointment by the Members at every AGM held after that AGM).

In terms of the first provis to Section 139 of the Act read with the Rule 3(7) of Companies (Audit and Auditors) Rules, 2014, the appointment of the auditor shall be subject to ratification by the Members at every annual general meeting till the expiry of the term of the Auditor. Accordingly, the appointment of M/s. Vijay Rungta & Co, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company, is placed for ratification by the Members.

In this regard, the Company has received a certificate from the Auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Act.

COST AUDIT

As there was no production during the year 2014-2015, no cost audit required to be carried out.

SECRETARIAL AUDIT

A Secretarial Audit was conducted during the year by the Secretarial Auditors, Shri Manish L. Ghia of M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai, in accordance with provisions of Section 204 of the Act. The Secretarial Auditor's Report is attached as Annexure I and forms part of this Report.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance alongwith the requisite Auditors' Certificate is annexed and forms part of this Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Act, and Clause 49 (III) (D) (4) (a) of the Listing Agreement, on the basis of information placed before them, the Directors state that:

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

ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the loss of the Company for the said period;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

v. the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. there is a proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and that the provisions of Section 188 of the Act are not attracted. Thus, disclosure in form AOC-2 is not required. Further, there are no materially significant related party transactions made by the Company with Promoters and Directors or other designated persons which may have a potential conflict with the interest of the Company at large.

RISK MANAGEMENT COMMITTEE

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted the Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report which forms part of this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Policy is explained in the Corporate Governance Report and is also available on the Company's website.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure II.

STOCK EXCHANGE

The Company's equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2015-16 has been paid.

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

During the year under review, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 134 (3) (m) of the Act read with Rule 8(3) of the Companies (Accounts ) Rules, 2014 with reference to Conservation of Energy and Technology Absorption. There was no foreign exchange earnings and outgo during the year under review.

DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT

There were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGMENT

Your Directors place on record their appreciation for the assistance and support extended by all government authorities, financial institutions, banks, consultants, solicitors and shareholders of the Company. The Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company.

For and on behalf of the Board of Directors

Sita Sunil

Shekhar R Singh Mumbai, 27th May, 2015 Directors

---

Mar 31, 2014

The Members,

The Directors present the Annual Report, together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(in Rs.)

2013-14 2012-13

Profit / ( Loss) before Depreciation, Finance Costs and Taxation (1,94,49,437) 48,48,660

Less: Depreciation 48,80,974 49,18,589

Less: Finance costs 17,28,315 21,98,909

Loss before tax (2,60,58,726) (22,68,838)

Less : Current tax - -

Loss after tax for the year (2,60,58,726) (22,68,838)

Balance brought forward from previous year (5,07,58,561) (4,84,89,723)

Balance carried forward (7,68,17,287) (5,07,58,561)

DIVIDEND

In view of losses, your Directors regret their inability to propose any dividend.

OPERATIONS

During the year, total income of the Company has decreased to Rs. 11,35,07,893/- from Rs. 16,91,49,772/- Loss after tax for the year is Rs. 2,60,58,726/- against Rs. 22,68,838/- in the previous year.

CLOSURE OF PLANT

Due to continued losses and with no hope of any improvement in the operations, the Company filed an application under Section 25-O of the Industrial Disputes Act, 1947 with the Commissioner of Labour, Maharashtra State, Mumbai for closure of the textile plant at Akola and the Company has received permission for closure of the said plant. The Labour Union was in appeal against the Order and now Union has filed an application for passing suitable Order and the said application has been allowed in the operative part of award by the Tribunal. Accordingly, the Company has offered voluntary retirement, under Voluntary Retirement Scheme and effect of the Order of the Tribunal will be given, after full Order is received by the Company.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year.

DIRECTORS

Ms. Sita Laxman, Director of the Company who retires by rotation at the forthcoming Annual General Meeting and, being eligible, offer herself for re-appointment.

Shri S.M.Soni, Shri O.D.Purohit and Shri S.G.Shukla who were Independent Directors of the Company as on 31st March, 2014, continue to be Independent Directors of the Company for a period of five years from 1st April, 2014. All of them are the persons of integrity and possesses relevant expertise and experience. The Board has also opined that all of them fulfill the conditions specified in Section 149 of the Companies Act, 2013 and rules made thereunder and that they are all independent of management.

AUDITORS

M/s. Vijay Rungta & Co., Chartered Accountants are re-appointed as the Statutory Auditors of the Company to hold the office from the conclusion of this Annual General Meeting till the conclusion of the third consecutive Annual General Meeting held thereafter, subject to ratification of the appointment by the members at every Annual General Meeting of the Company after the ensuing Annual General Meeting.

The Auditors have confirmed that, their appointment, if made, would be within the limits prescribed under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified in terms of Section 139 of the Companies Act, 2013.

COST AUDIT

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, M/s. R. Nanabhoy & Company, Cost Accountants, Mumbai, have been appointed as Cost Auditors to conduct the cost audit of the product of the Company for the year ended 31st March, 2014 and Cost Audit Report will be submitted to the concerned authorities.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance alongwith the requisite Auditors'' Certificate is annexed and forms part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo has been given in a separate statement annexed hereto and forming part of this Report.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai, as required under Section 383A of the Companies Act, 1956 for the financial year 2013-14 is annexed and forming part of this Annual Report.

STOCK EXCHANGE

The Company''s equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2014-15 has been paid.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 on the basis of information placed before them, the Directors state that:

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

(ii) appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the loss of the Company for the said period;

(iii) proper and sufficient care has been taken 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;

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

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by all government authorities, financial institutions, banks, consultants, solicitors and shareholders of the Company. The Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company.

For and on behalf of the Board of Directors

Sita Laxman

Shekhar R Singh

Mumbai, 15th May, 2014 Directors

---

Mar 31, 2013

To The Members,

The Directors present the Annual Report, together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(in Rs.)

2012-13 2011 -12

Profit /( Loss) before Depreciation, Finance Costs and Taxation 48,48,660 (1,58,23,544)

Less: Depreciation 49,18,589 49,58,213

Less: Finance Costs 21,98,909 23,70,608

Loss before Tax (22,68,838) (2,31,52,365)

Less: Deferred Tax Assets (50,75,424)

Loss after Tax for the year (22,68,838) (1,80,76,941)

Balance brought forward from previous year (4,84,89,723) (3,04,12,782)

Balance carried forward (5,07,58,561) (4,84,89,723)



DIVIDEND

In view of losses, your Directors regret their inability to propose any dividend.

OPERATIONS

During the year, total income of the Company has increased to Rs. 16,91,49,772/- from Rs. 13,50,92,837/-. Loss after tax for the year is Rs. 22,68,838/- against Rs. 1,80,76,941/- in the previous year.

CLOSURE OF PLANT

Due to continued losses, the Company filed an application under Section 25-O of the Industrial Disputes Act, 1947 with the Commissioner of Labour, Maharashtra State, Mumbai for closure of the Textile plant at Akola. The Commissioner of Labour, Maharashtra State, Mumbai vide their order dated 25th September, 2008 granted permission for closure of the said textile plant at Akola. The aggrieved Labour Unions have filed appeal before the Industrial Tribunal against the said order and the matter is pending before the Tribunal.

In view of pending appeal before the Industrial Tribunal, the effect of the order of Commissioner of Labour, Maharashtra State, Mumbai has not been given and the textile plant is in operation.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year.

DIRECTORS

Shri Girish Bagri resigned as a Director of the Company with effect from 25th October, 2012. The Board places on record its appreciation for the valuable services rendered by Shri Girish Bagri during his tenure as a Director of the Company.

Shri Shekher R Singh, was appointed by the Board as an Additional Director of the Company with effect from 19th January, 2013 under Section 260 of the Companies Act, 1956 (the Act) read with Article 141 of the Articles of Association of the Company. Shri Shekher R Singh holds office up to the date of forthcoming Annual General Meeting and, being eligible, offers himself for appointment as a Director at the said meeting.

Shri O.D. Purohit and Ms. Sita Laxman, Directors of the Company who retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

None of the Directors is disqualified under Section 274 (1) (g) of the Act.

AUDITORS

M/s.Vijay Rungta & Co.,Chartered Accountants, Mumbai, retire as Auditors of the Company and are eligible for re-appointment. The Company has received a letter from M/s. Vijay Rungta & Co., Chartered Accountants, Mumbai, expressing their willingness and eligibility to act as Statutory Auditors of the Company under Section 224(1B) of the Act, if appointed.

COST AUDIT

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Act, M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai, have been appointed as Cost Auditors to conduct the cost audit of the product of the Company for the year ended 31st March, 2013 and Cost Audit Report will be submitted to the concerned authorities.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed under Section 217(2A) of the Act read with the Companies (Particulars of Employees) Amendment Rules, 2011.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance alongwith the requisite Auditors'' Certificate is annexed and forms part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo has been given in a separate statement annexed hereto and forming part of this Report.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai, as required under Section 383A of the Act for the financial year 2012-13 is annexed and forming part of this Annual Report.

STOCK EXCHANGE

The Company''s equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2013 -14 has been paid.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Act, on the basis of information placed before them, the Directors state that:

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

(ii) appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the loss of the Company for the said period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

ACKNOWLEDGMENT

Your Directors place on record their appreciation for the assistance and support extended by all government authorities, financial institutions, banks, consultants, solicitors and shareholders of the company. The Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company.

For and on behalf of the Board of Directors

S.M.Soni Sita Laxman

Mumbai, 15th May, 2013 Directors

---

Mar 31, 2012

The Directors present the Annual Report, together with the Audited Accounts for the year ended 31st March, 2012. FINANCIAL RESULTS

(in Rs)

2011-12 2010-11

Profit/(Loss) before Depreciation, Finance Costs and Taxation (1,58,23,544) 40,68,645

Less: Depreciation 49,58,213 49,33,732

Less: Finance Costs 23,70,608 13,77,152

(Loss) before Tax (2,31,52,365) (22,42,239)

Less : Deferred Tax (Assets)/Liability (50,75,424) 4,92,969

(Loss) after Tax (1,80,76,941) (27,35,208)

Balance brought forward from previous year (3,04,12,782) (2,76,77,574)

Balance carried forward (4,84,89,723) (3,04,12,782)

DIVIDEND

In view of losses, your Directors regret their inability to propose any dividend.

OPERATIONS

During the year, total income of the Company has decreased to Rs 1,350.93 lacs from Rs 2,013.60 lacs. Loss after tax for the year is Rs 180.77 lacs against Rs 27.35 lacs in the previous year.

CLOSURE OF PLANT

Due to continued losses and with no hope of any improvement in the operations, the Company filed an application under Section 25-O of the Industrial Disputes Act, 1947 with the Commissioner of Labour, Maharashtra State, Mumbai for closure of the Textile plant at Akola. The Commissioner of Labour, Maharashtra State, Mumbai vide their order dated 25th September, 2008 granted permission for closure of the said textile plant at Akola. The aggrieved Labour Unions have filed appeal before the Industrial Tribunal against the said order and the matter is pending before the Tribunal.

In view of pending appeal before the Industrial Tribunal, the effect of the order of Commissioner of Labour, Maharashtra State, Mumbai has not been given and the textile plant is in operation.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year.

DIRECTORS

Shri S.M.Soni and Shri S.G.Shukla, Directors of the Company who retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

None of the Directors is disqualified under Section 274 (1) (g) of the Companies Act, 1956.

AUDITORS

M/s.Vijay Rungta & Co., Chartered Accountants, Mumbai, retire as Auditors of the Company and are eligible for re-appointment. The Company has received a letter from M/s. Vijay Rungta & Co., Chartered Accountants, Mumbai, expressing their willingness and eligibility to act as Statutory Auditors of the Company under Section 224(1B) of the Companies Act, 1956, if appointed.

COST AUDIT

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, M/s. R. Nanabhoy & Company, Cost Accountants, Mumbai, have been appointed as Cost Auditors to conduct the cost audit of the product of the Company for the year ended 31st March, 2012 and Cost Audit Report will be submitted to the concerned authorities.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance alongwith the requisite Auditors' Certificate is annexed and forms part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo has been given in a separate statement annexed hereto and forming part of this Report.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai, as required under Section 383A of the Companies Act, 1956 for the financial year 2011-12 is annexed and forming part of this Annual Report.

STOCK EXCHANGE

The Company's equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2012-13 has been paid.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, on the basis of information placed before them, the Directors state that:

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

(ii) appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the loss of the Company for the said period;

(iii) proper and sufficient care has been taken 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;

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

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by all government authorities, financial institutions, banks, consultants, solicitors and shareholders of the company. The Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company.

For and on behalf of the Board of Directors

S.M.Soni

Sita Laxman

Mumbai, 14th May, 2012 Directors

---

Mar 31, 2011

The Members,

The Directors present the Annual Report, together with the Audited Accounts for the year ended 31 st March, 2011.

FINANCIAL RESULTS

Year ended Previous Year ended

31.03.2011 31.03.2010

Rs. Rs.

Profit/(Loss) before Interest, Depreciation, Taxation and Extraordinary Items 35,82,387 67,00,255

Less: Interest 8,90,894 7,11,065

Less: Depreciation 49,33,732 49,15,451

Profit/(Loss) before Tax and Extraordinary Items (22,42,239) 10,73,739

Less: Extraordinary Items - 31,64,713

Profit / (Loss) before Tax (22,42,239) (20,90,974)

Less: Deferred Tax (Assets)/ Liability 4,92,969 (47,14,824)

Taxes for earlier years - 1,18,760

Profit/(Loss) after Tax (27,35,208) 25,05,090

Balance brought forward from previous year (2,76,77,574) (3,01,82,664)

Balance carried forward (3,04,12,782) (2,76,77,574)

DIVIDEND

In view of losses, your Directors regret their inability to propose any dividend.

OPERATIONS

During the year, total income of the Company has increased to Rs. 2,190.85 lacs from Rs. 1,546.74 lacs. The Company has reported a net loss of Rs. 27.35 lacs against net profit of Rs. 25.05 lacs in the previous year.

CLOSURE OF PLANT

Due to continued losses and with no hope of any improvement in the operations, the Company filed an application under Section 25-0 of the Industrial Disputes Act, 1947 with the Commissioner of Labour, Maharashtra State, Mumbai for closure of the Textile plant at Akola. The Commissioner of Labour, Maharashtra State, Mumbai vide their order dated 25th September, 2008 granted permission for closure of the said textile plant at Akola. The aggrieved Labour Unions have filed appeal before the Industrial Tribunal against the said order and the matter is pending before the Tribunal.

In view of pending appeal before the Industrial Tribunal, the effect of the order of Commissioner of Labour, Maharashtra State, Mumbai has not been given and the textile plant at Akola is in operation.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year.

DIRECTORS

Shri R. L. Saboo resigned from the Directorship of the Company with effect from 29th September, 2010. The Board places on record its appreciation for the valuable services rendered by Shri R. L. Saboo during his tenure as Director of the Company.

Under Article 156 of the Articles of Association of the Company, Shri Girish Bagri and Smt. Sitalaxmi Narayanan, Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

None of the Directors is disqualified under section 274 (1) (g) of the Companies Act, 1956.

AUDITORS

M/s. Vijay Rungta & Co., Chartered Accountants, retire as Auditors of the Company and are eligible for re-appointment. The Company has received a letter from M/s. Vijay Rungta & Co., Chartered Accountants expressing their willingness and eligibility to act as Statutory Auditors of the Company under section 224(1 B) of the Companies Act, 1956, if appointed.

COST AUDIT

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, M/s. R. Nanabhoy & Co., Cost Accountants, have been appointed as Cost Auditors to conduct the cost audit of the product of the Company for the year ended 31 st March, 2011 and Cost Audit Report will be submitted to the concerned authorities.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance alongwith the requisite Auditors' Certificate is annexed and forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee in receipt of remuneration as prescribed under Section 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217(1 )(e) of the Companies Act, 1956, read with the.Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo has been given in a separate statement annexed hereto and forming part of this Report.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practicing Company Secretaries, as required under Section 383A of the Companies Act, 1956 for the financial year 2010-11 is annexed and forming part of this Annual Report.

STOCK EXCHANGE

The Company's equity shares are listed at Bombay Stock Exchange Ltd., and the Annual Listing Fees for the year 2011-12 has been paid.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, on the basis of information placed before them, the Directors state that:

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

(ii) appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the loss of the Company for the said period;

(iii) proper and sufficient care has been taken 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;

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

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by all government authorities, financial institutions, banks, consultants, solicitors and shareholders of the company. The directors express their appreciation for the dedicated and sincere services rendered by the employees of the company.

For and on behalf of the Board of Directors

S.M.Soni

Mumbai, May 14, 2011 Sitalaxmi Narayanan ,

Registered Office:

30/Keshavrao Khadye Marg,

Directors

Sant Gadge Maharaj Chowk,

Mumbai-400 011.

---

Mar 31, 2010

The Directors present their Annual Report, together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

Year ended Previous Year ended

31.03.2010 31.03.2009

Rs. Rs,

Profit/ (Loss) before Interest, Dpreciation Taxation and

Extraordinary Items 67,00,255 (95,04,162)

Less: Interest 7,11,065 4,95,298

Less: Depreciation 49,15,451 49,40,685

Profit (less) before Tax and Extraordinary Items 10,73,739 (1,49,40,145)

Less: Extraordinary Items 3164713 -

Profit/(Loss) before Tax (20,90,974) (1,49,40,145)

Less: Provision for Fringe Benefit Tax - 74,500

Deferred Tax (Assets)/Liability (47,14,824) 21,09,457

Taxes for earlier years 1,18,760 -

Profit/(Loss) after Tax 25,05,090 (1,71,24,102)

Balance brought forward from previous year (3,01,82,664) (1,30,58,562)

Balance carried forward (2,76,77,574) (3,01,82,664)

DIVIDEND

In view of brought forward losses, your Directors do not recommend any dividend for the year ended 31 st March, 2010.

OPERATIONS

During the year, total income of the Company has increased to Rs.1,546.74 lacs from Rs.1,254.07 lacs. Profit after tax for

CLOSURE OF PLANT

Due to continued losses and with no hope of any improvement in the operations, the Company filed an application under Section 25-O of the Industrial Disputes Act, 1947 with the Commissioner of Labour, Maharashtra State, Mumbai for closure of the Textile plant at Akola. The Commissioner of Labour, Maharashtra State, Mumbai vide their order dated 25th September 2008 granted permission for closure of the said textile plant at Akola. The aggrieved labour Unions have filed appeal before the lndustrial Tribunal against the said order and the matter is pending before the Tribunal.

In view of pending appeal before the Industrial Tribunal, the effect of the order of Commissioner of Labour, Maharashtra

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year. DIRECTORS

DIRECTORS

Shri S.G. Shukla was appointed as an Additional Director of the Company with effect from 31 st October 2009 and as per the provisions of Section 260 pf the Companies Act, 1956 (Act) holds office upto the date of ensuing Annual General Meeting .The Company has received notice along with requisite deposit from the member of the Company under Section 257 of the Act, proposing his candidature for the office of Directors of the Company.

Under Article 156 of the Article of Association of the company, Shri R.L. Saboo and Shri O.D Purohit, Directors retires by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

None of the Directors is disqualified under section 274 (1) (g) of the Companies Act, 1956.

AUDITORS

M/s Vijay Rungta & Co, Chartered Accountants, retire as Auditors of the Company and are eligible for re-appointment The Company has received a letter from M/s Vijay Rungta & Co. Chartered Accountants expressing their willingness and eligibility to act as Statutory Auditors of the Company under section 224(1B) of the Companies Act, 1956, if appointed.

COST AUDIT

Pursuant to the directives of the Central of the Central Govemment under the provisions of Section 233B of the Companies Act, 1956, M/s. R. Nanabhoy & Co. Cost Accountants have been appointed as Cost Audit report will be submitted to the concemed authorities.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Govemance as stipulated in the Listing Agreement with the stock Exchange. A separate report on Coporate Govemance along with the requisite Auditors Certificate is annexed and forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee in receipt of remuneration as prescribed under Section 217 (2A) of

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earings and outgo has been given in a separate statement annexed hereto and forming of this Report.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates. Practicing Company Secretaries, as required under Section 38 3A of the Companies Act, 1956 for the financial year 2009-10 is annexed and forming part of this Report.

DIRECTORS" RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, on the basis of information placed before them, the Directors state that: (i) in the preparation of the annual accounts, the applicable accounting standars have been followed along with proper explanation relating to material departures; if any;

(ii) appropriate accounting policies have been selected and applied consistently, and the judments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2010 and of the profit of the Company for the said period:

(iii) proper and sufficiant care has been taken for the maintenance of adequate accounting recoreds 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) the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

For and on behalf of the Board of Directors S.M.Soni Mumbai,May 21,2010

Registered Office: R.L.Saboo 30, Keshavrao Khadye Marg, sant Gadge maharaj Chowk, Mumbai - 400 011.