Directors Report of Subhash Silk Mills Ltd.

Mar 31, 2015

Dear Members,

The Directors hereby present the 45th Annual Report along with the Audited Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS OF PERFORMANCE:

The financial performance of the Company for the year ended on 31st March, 2015 is summarized as under:

(Amount in Rs. Lakhs)

Consolidated

PartiCUlarS 2014-2015 2013-2014

Income from Operations 15.23 12.73

Add: Other Income 158.06 1059.26

Profit before Interest, Depreciation 25.55 942.36 and Taxes

Less : Finance Cost 0.56 0.92

Profit before Depreciation and Taxes 24.99 941.44

Less : Depreciation 80.57 37.06

Profit Before Taxes (55.58) 904.38

Less : Provision for Current Taxation 0 315.00

Less: Provision for Deferred Taxation 0 0

Less: Taxes in respect of earlier years 0 0

Profit/ Loss after Taxes (55.58) 589.38

AMOUNT CARRIED FORWARD TO RESERVES:

Your Company has not transferred any amount to its reserves.

PERFORMANCE REVIEW

The Company's total income increased to Rs.12.73 lakhs from Rs.15.23 lakhs and profit / (loss) after tax to loss of Rs.55.58 lakhs from profit of Rs589.38 Lakhs in the previous year. Trading in debt papers and development of retail clients like PF/Pension/Gratuity trust etc. has continued to yield good results. The Company's property at Khopoli has been fully leased out. The said warehousing contracts have yielded an income of Rs.158.05 Lakhs (P.Y. Rs.197.54 Lakhs) in the current year under review.

Your Company has made sale of Readymade Garments to the service sector and of fabrics to various traders. Sales for the financial year have been Rs.12.73 Lakhs.

DIVIDEND

Your Directors do not recommend any Dividend for the year ended 31stMarch, 2015.

CHANGES IN THE NATURE OF BUSINESS:

There were no changes in the nature of business during the year ended 31st March, 2015.

SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS.

There were no significance and material orders passed by regulators or courts or tribunals impacting the going concern status and company operations in future. There were no material changes and commitments affecting the financial position of the company occurring between March 31, 2015 and the date of this Report of the Directors.

SUBSIDIARIES. JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR:

The Company has no subsidiaries, joint ventures or associated companies therefore disclosures in this regards are not provided in this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

DISCLOSURE OF VARIOUS POLICIES:

The Board has approved various policies in their meeting so that the Committees work effectively and in accordance with the provisions as stipulated in the Policies. Various policies as approved by the Board are posted in the Website of the Company.

Remuneration Policy

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is posted in the Website of the Company.

Vigil Mechanism / Whistle Blower Policy

In order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. Accordingly, 'Whistle Blower Policy' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Counsellor or the Chairman of the Audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

This policy posted on the company's website www.subhashsilkmills.com

EMPLOYEE'S STOCK OPTION SCHEME

During the year under the Review, there was no employee's stock option given.

FIXED DEPOSITS

The Company has no public deposits as of date and will not accept any deposits without prior approval of the Statutory Authorities concerned.

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance forms part of this Annual Report. The Auditors' certificate on compliance with Corporate Governance requirements by the company is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review on the operations and performance of the Company and its business is given in the Management Discussion and Analysis, which forms a part of this report.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company are given in the notes to the financial statements.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorised use or disposition of its assets. All the transactions are probably authorised, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

DIRECTORS

Mr. Dhiraj S. Mehra (DIN No. 01409010) .Director shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your Directors recommend his re appointment.

During the year under review, Members approved appointment Mrs. Nameeta Mehra as a Director of the Company, Mr. Anant Ajaypat Singhania (DIN No. 00019992), Mr. Radhemohan Ramgopal Malhotra (DIN No. 01874316) and Mr. Lavkumar Kidarnath Vadehra (DIN No. 01936360) as Independent Directors of the Company in 44th Annual General Meeting held on 25th September, 2014.These Independent Directors are not liable to retire by rotation.

DETAILS KEY MANAGERIAL PERSONNEL:

The following three persons were formally appointed/ designated as Key Managerial Personnel of the Company in compliance with provisions of Section 203 of the Companies Act, 2013.

1. Mr. Dhiraj Subhash Mehra - Managing Director

2. Mrs. Priyanka Mankame - Chief Financial Officer

Mrs. Priyanka Mankame, is formally designated as Chief Financial Officer w.e.f. 11th February, 2015. Pursuant to section 203 of the Companies Act, 2013 read along with rule 8 of Companies (Appointment and Remuneration) Rules, 2014, it is mandatory to appoint Company Secretary if paid up share capital of the Company is more than 5 crores. Since our Company's paid up capital is less than 5 crores, so requirement for appointment Company Secretary is not mandatory.

DECLARATION ABOUT INDEPENDENT DIRECTORS UNDER SUB-SECTION 6 OF SECTION 149:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the information on the particulars of the Directors proposed for appointment/ re-appointment has been given in the Notice of the Annual General Meeting.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

AUDIT COMMITTEE

The Audit Committee during the year consisted of 3 member. During the year four Audit Committee Meetings were convened and held on 30th May, 2014, 04th August, 2014, 31st October, 2014 and 11th February, 2015.

More details on the committee are given in corporate governance Report.

BOARD MEETINGS

During the year four Board Meetings were convened and held on 30th May, 2014, 04th August, 2014, 31st October, 2014 and 11th February, 2015.

The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE:

During the year Three Meetings were convened and held on 30th May, 2014, 04th August, 2014, and 11th February, 2015.

The Board has re-constituted its committee which comprises of 3 members; more details on the committee are given in Corporate Governance Report.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Board has re-constituted /change in nomenclature of Stakeholders and Relationship Committee' which comprises of 3 members; more details on the committee are given in Corporate Governance Report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

In order to prevent sexual harassment of women at work place the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the year Company has not received any complaint of such harassment.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the listing agreement with Stock Exchanges in the preparation of the annual accounts for the year ended on March 31,2015 and 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. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit t of the Company for that period;

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

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

v. the directors have laid down proper internal financial controls to be followed by the Company and they were adequate and are operating effectively; and

vi. the directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company is as follows:

The company has three Executive Director. Further sitting fee of Rs.5,000/- each has been paid to the three independent directors during the year.

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

Employed throughout the year Nil

Employed for part of the year Nil

The remuneration paid to all key management personnel was in accordance with remuneration policy adopted by the company.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Chief Financier officer in advance.

AUDITORS

Statutory Auditors

M/s. S. M. Kapoor & Co.(Firm Registration No.: 104909W), Chartered Accountants who are to retire at the conclusion of the forthcoming Annual General meeting have offered themselves for re-appointment as Auditors of the Company. A written certificate to the effect that their appointment, if made, would be within the prescribed limits under section 139 of the Companies Act, 2013, has been obtained by the Company from them. The Members are requested to consider their re-appointment and fix remuneration.

Secretarial Auditors

Pursuant to the provision of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ragini Chokshi & Co.(CP No.: 1436, FCS: 2390), Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as "Annexure A"

The observations made in the report with regard to E-forms were delayed filed with MCA. The Companies Act, 2013 with Rules, 2014 become applicable from 1st April, 2014. Since the Companies Act, 2013 was new; we were not accustomed to Act so the company filed E-forms delayed with MCA authority. Our intention is never disobey any regulations and provisions. However; the Company would ensure in future compliance of the requisite provisions and take all precaution in this regards. The Company will make an application for Condonation of delay of E-forms as required under Companies Act, 2013 which E-forms has not been filed with MCA authority

Internal Auditors

M/s S.N. Katdare & Co, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

EXTRACT OF ANNUAL RETURN

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

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conversation of energy, technology adsorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure C".

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your Company does not fall in the criteria mentioned under Section 135 of the Companies Act, 2013 for applicability of the provisions of Corporate Social Responsibility. Hence, your Company is not required to constitute CSR Committee and to comply with other provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014

RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. All material related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the company.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Company's website www.subhashsilkmills.com

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

DEMATERIALISATION OF SHARES:

The agreement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for admitting the Equity Shares of the Company in the depository mode still continues. Many shareholders have already dematerialized their shares and Purvaa Sharegistry (India) Pvt. Ltd. continue to be the registrar and transfer agents of the Company for shares held in physical form as well as for providing connectivity in a Depository Mode with both NSDL & CDSL.

PREVENTION OF INSIDER TRADING

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

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

LIMITING

The Equity Shares of your Company are presently listed on the Bombay Stock Exchange Ltd. And the Company has paid the annual listing fees for the financial year 2015-2016.

WEBSITE OF THE COMPANY

The Company maintains a website www.subhashsilkmills.com where detailed information of the company and its products are provided

INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT. 2013

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance. The prescribed particulars,, of Conservation of Energy, Technology Absorption do not apply to your Company. There are no foreign exchange earnings & outgo during the year under report.

ACKNOWLEDGEMENTS

The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central, and State Governments, bankers, and others associated with the Company.

Your Directors wish to thanks the banks, financial institutions, shareholders and business associates for their continued support and cooperation.

We look forward to receiving the continued patronage from all quarters to become a better and stronger company.

CAUTIONARY STATEMENT

The statements contained in the Board's Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax, regime, other statues, market forces and other associated and individual factors mar however lead to variation in actual results. Readers are cautioned not to place undue reliance on the forward looking statements.

For and on behalf of the Board For Subhash Silk Mills Limited

Dhiraj Mehra DIN:01409010 Place: Mumbai Dated: 6th August, 2015

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Mar 31, 2014

Dear Members,

The Directors hereby present the 44th Annual Report along with the Audited Accounts of the Company for the year ended 31st March, 2014.

I. FINANCIAL RESULTS:

For the year For the year Ended 31.03.14 Ended 31.03.13 Rs.(Lakhs) Rs. (Lakhs)

1. Total Income 1072.00 460.25

2. Profit / Loss Before Depreciation, Interest and Taxes 941.97 316.74

3. Less: Interest 0.92 18.42

Depreciation 37.07 37.19

4. Profit / Loss Before Extraordinary Items 903.98 261.13

5. Extraordinary Items 0.00 290.27

6. Profit / Loss Before Taxes 903.98 551.40

5. Less : Provision for Taxes 160.00 116.00

6. Profit / Loss After Tax 743.98 435.40

7. Add : Balance b/f. from the Previous Year (-) 184.26 (-) 619.66

8. Less : Prior Year Tax Adjustments 0.00 0.00

9. Amount Available for Appropriation 559.38 (-) 184.26

APPROPRIATIONS :

(i) Proposed Dividend on Equity 0.00 0.00

(ii) General Reserve 0.00 0.00

(iii) Balance carried to Balance Sheet 559.38 (-) 184.26

The Company''s property at Khopoli has been fully leased out. The said warehousing contracts have yielded an income of Rs.197.54 Lakhs (P.Y. Rs.230.05 Lakhs) in the current year under review.

Your Company has made sale of Readymade Garments to the service sector and of fabrics to various traders. Sales for the financial year have been Rs.11.51 Lakhs.

II. DIVIDEND:

Your Directors do not recommend any Dividend for the year ended 31st March, 2014.

III. DIRECTORS RESPONSIBILITY STATEMENT:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with a proper explanation relating to material departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the period.

(iii) The Directors of 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.

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

IV. THE YEAR AT A GLANCE:

The Company would like to express its heartfelt condolences to the family of Mr. Manoharlal Kapur, Independent Director of the Company who breathed his last in February, 2014. Mr. Manoharlal Kapur was an important part of the Board and as a Chartered Accountant he also headed various committees of the Company. His presence and timely advice will be missed by the Board.

Total Income for the current period has been Rs.1072 Lakhs. This includes warehousing charges of Rs.197.54 Lakhs and sale of flats of belonging to the Company of Rs.851.49 Lakhs.

V. SUBSIDIARY COMPANY:

Since there is no Subsidiary Company, hence the provisions of Section 212 of the Companies Act, 1956 is not applicable.

VI. PARTICULARS OF DISCLOSURE IN THE REPORT OF BOARD OF DIRECTORS PURSUANT OF COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988

A) Conservation of Energy

Your Company has made efforts and implemented various steps recommended by technical experts to reduce the energy consumption at various levels.

Consumption of Energy at Khopoli this last year was negligible.

B) Foreign Exchange Earning and Outgo

There have been no foreign exchange earnings in the current year under review.

C) Research and Development

There has been no significant Research and Development during the year under review.

VII. DEMATERIALISATION OF SHARES:

The agreement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for admitting the Equity Shares of the Company in the depository mode still continues. Many shareholders have already dematerialized their shares and Purvaa Sharegistry (India) Pvt. Ltd. continue to be the registrar and transfer agents of the Company for shares held in physical form as well as for providing connectivity in a Depository Mode with both NSDL & CDSL.

VIII. CORPORATE GOVERNANCE:

Your Company reaffirms its commitment to good Corporate Governance practices and endeavours to continuously maintain highest standards of corporate values and ethics. Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate confirming compliance of the conditions of Corporate Governance form a part of this Annual Report.

IX. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, and the Company''s Articles of Association, Mr. Lav Kumar Vadehra and Mr. Radhemohan Malhotra retire by rotation in the forthcoming Annual General Meeting and are eligible for re-appointment.

In order to fulfill the vacancy of 2 Directors due to the demise of Shri Subhash V. Mehra and Shri Manoharlal Kapur, the Board of Directors have inducted Shri Anant Singhania and Smt. Nameeta S. Mehra as additional Directors of the Company till the present Annual General Meeting. Both Shri Anant Singhania and Smt. Nameeta S. Mehra will make a good addition to the Board and your Directors recommend that they be made Directors of the Company in the ensuing Annual General Meeting.

X. AUDITORS:

M/s. S.M. Kapoor & Co., Chartered Accountants are retiring as Statutory Auditors of the Company at the conclusion of the Annual General Meeting. They being eligible for reappointment as Statutory Auditors have furnished the required Certificate U/s. 224(1 B) of the Companies Act, 1956. Your Directors recommend their reappointment as Statutory Auditors on remuneration to be approved by the Board.

XI. PARTICULARS OF EMPLOYEES:

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particularly of Employees) Rules, 1975 are not applicable.

XII. ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation for the Investors, Customers, Suppliers, Financial Institutions and Bankers.

For And on Behalf of the Board

Place: Mumbai SUMEET MEHRA Date : 30th May, 2014 Chairman

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Mar 31, 2013

TO THE MEMBERS

The Directors hereby present the 43rd Annual Report along with the Audited Accounts of the Company for the year ended 31st March, 2013.

I. FINANCIAL RESULTS:

For the year For the year Ended 31.03.13 Ended 31.03.12 Rs.(Lakhs) Rs. (Lakhs)

1. Total Income 460.25 183.93

2. Profit / Loss Before Depreciation, Interest and Taxes 316.74 67.36

3. Less: Interest 18.42 3.80

Depreciation 37.19 28.47

4. Profit / Loss Before Extraordinary Items 261.13 35.09

5. Extraordinary Items 290.27 0.00

6. Profit / Loss Before Taxes 551.40 35.09

5. Less : Provision for Taxes 116.00 4.19

6. Profit / Loss After Tax 435.40 30.90

7. Add : Balance b/f. from the Previous Year (-)619.66 (-) 650.56

8. Less : Prior Year Tax Adjustments (MX) 0.00

9. Amount Available for Appropriatio (-)184.26 (-) 619.66

APPROPRIATIONS :

(i) Proposed Dividend on Equity 0.00 0.00

(ii) General Reserve 0.00 0.00

(iii) Balance carried to Balance Sheet (-) 184.26 (-)619.66

The Company''s property at Khopoli has been fully leased out. The said warehousing contracts have yielded an income of Rs.230.05 Lakhs (P.Y. Rs.123.52 Lakhs) in the current year under review.

Your Company has made sale of Readymade Garments to the service sector and of fabrics to various traders. Sales for the financial year have been Rs.13.41 Lakhs.

II. DIVIDEND:

Your Directors do not recommend any Dividend for the year ended 31st March, 2013 in view of the large brought forward accumulated losses.

III. DIRECTORS RESPONSIBILITY STATEMENT:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with a proper explanation relating to material departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the period.

(iii) The Directors of 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.

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

IV. THE YEAR AT A GLANCE:

Mr. Subhash Mehra, Chairman and Managing Director of the Company and the founder Director of the Company breathed his last on 22nd February, 2013. He was a guiding light to the Company and steered it clear of its worst financial crisis in his long tenure as the Managing Director. He will long be remembered as the soul of our Company which bears his name. Owing to the sad demise of Mr. Subhash Mehra, Mr. Sumeet Mehra has been appointed as the Chairman of the Company and Mr. Dhiraj Mehra as the Managing Director. They have the full support and confidence of the Directors, employees, banks, suppliers and customers of the Company.

During the Year, the Company entered into an Agreement with a Developer for land that the Company received by way of adverse possession. In return for this parcel of land, the Company received certain residential flats from the Developer which the Company proposes to sell in the next year to two years at suitable market prices.

Total Income for the current period has been Rs.460.25 Lakhs. This includes warehousing charges of Rs.230.05 Lakhs and sale of flats of belonging to the Company of Rs.213.77 Lakhs.

V. SUBSIDIARY COMPANY:

Since there is no Subsidiary Company, hence the provisions of Section 212 of the Companies Act, 1956 is not applicable.

VI. PARTICULARS OF DISCLOSURE IN THE REPORT OF BOARD OF DIRECTORS PURSUANT OF COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988

A) Conservation of Energy

Your Company has made efforts and implemented various steps recommended by technical experts to reduce the energy consumption at various levels. Consumption of Energy at Khopoli this last year was negligible.

B) Foreign Exchange Earning and Outgo

There have been no foreign exchange earnings in the current year under review.

C) Research and Development

There has been no significant Research and Development during the year under review.

VII. DEMATERIALISATION OF SHARES:

The agreement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for admitting the Equity Shares of the Company in the depository mode still continues. Many shareholders have already dematerialized their shares and Purvaa Sharegistry (India) Pvt. Ltd. continue to be the registrar and transfer agents of the Company for shares held in physical form as well as for providing connectivity in a Depository Mode with both NSDL & CDSL.

VIII. CORPORATE GOVERNANCE:

Your Company reaffirms its commitment to good Corporate Governance practices and endeavours to continuously maintain highest standards of corporate values and ethics. Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate confirming compliance of the conditions of Corporate Governance form a part of this Annual Report.

IX. DIRECTORS:

Mr. Sumeet Mehra has been appointed as Chairman of the Company and his appointment is to be ratified at the forthcoming Annual General Meeting.

Mr. Dhiraj Mehra has been appointed as Managing Director of the Company and his appointment is to be ratified at the forthcoming Annual General Meeting. In accordance with the provisions of the Companies Act, 1956, and the Company''s Articles of Association, Mr. Lav Kumar Vadehra and Mr. Manoharlal Kapur retire by rotation in the forthcoming Annual General Meeting and are eligible for re-appointment.

X. AUDITORS:

M/s. S.M. Kapoor & Co., Chartered Accountants are retiring as Statutory Auditors of the Company at the conclusion of the Annual General Meeting. They being eligible for reappointment as Statutory Auditors have furnished the required Certificate U/s. 224(1 B) of the Companies Act, 1956. Your Directors recommend their reappointment as Statutory Auditors on remuneration to be approved by the Board.

XL PARTICULARS OF EMPLOYEES:

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particularly of Employees) Rules, 1975 are not applicable.

XII. ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation for the Investors, Customers, Suppliers, Financial Institutions and Bankers.

For And on Behalf of the Board

SUMEET MEHRA

Chairman

Place : Mumbai

Dated: 22nd May, 2013

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Mar 31, 2011

The Directors hereby present the 41st Annual Report along with the Audited Accounts of the Company for the year ended 31st March, 2011.

I. FINANCIAL RESULTS:

For the year Ended For the year Ended 31.03.11 31.03.10 Rs.(Lakhs) Rs. (Lakhs)

1. Total Income 139.26 111.75

2. Profit / Loss Before Depreciation, Interest and Taxes 44.12 39.59

3. Less: Interest 2.80 3.77

Depreciation 27.38 25.98

4. Profit / Loss Before Tax 13.94 9.84

5. Less : Provision for Taxes 5.65 6.65

6. Profit / Loss After Tax 8.29 3.19

7. Add : Balance b/f. from the Previous Year (-) 658.85 (-)662.02

8. Less : Prior Year Tax Adjustments 0.00 (-) 0.02

9. Amount Available for Appropriation (-) 650.56 (-) 658.85

APPROPRIATIONS :

(i) Proposed Dividend on Equity 0.00 0.00

(ii) General Reserve 0.00 0.00

(iii) Balance carried to Balance Sheet (-) 650.56 (-) 658.85

The Company's property at Khopoli has been fully leased out. The said warehousing contracts have yielded an income of Rs.111.82 Lakhs (P. Y. Rs.102.58 Lakhs) in the current year under review.

Your Company has made sale of Readymade Garments to the service sector and of fabrics to various traders. Sales for the upcoming financial year are expected to increase substantially.

II. DIVIDEND:

Your Directors do not recommend any Dividend for the year ended 31st March, 2011 in view of the brought forward accumulated losses.

III. DIRECTORS RESPONSIBILITY STATEMENT:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with a proper explanation relating to material departures,

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

(iii) The Directors of 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,

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

IV. PERFORMANCE:

Sales for the current period are Rs.23.58 Lakhs. Further the Company has received Warehousing Charges of Rs.111.82 Lakhs.

V. KHOPOLI FACTORY

Yours Directors would like to make special mention and give credit to Mr. Dhiraj Mehra, Executive Director of the Company who has successfully negotiated and finalized a build-to-suit factory to be constructed for a leading biscuit and cookies brand. Accordingly, by the 2nd quarter of the financial year 2011-2012, we will provide about 50,000sq.ft. factory space and by the 2nd quarter of the financial year 2012-2013, we will provide a further 50,000sq.ft. factory space on lease to them. This will bring in a sizeable income to the Company and will fully utilize the spare unused FSI at our Khopoli factory.

VI. SUBSIDIARY COMPANY:

Since there is no Subsidiary Company, hence the provisions of Section 212 of the Companies Act, 1956 is not applicable.

VII. PARTICULARS OF DISCLOSURE IN THE REPORT OF BOARD OF DIRECTORS PURSUANT OF COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988

A) Conservation of Energy

Your Company has made efforts and implemented various steps recommended by technical experts to reduce the energy consumption at various levels. Consumption of Energy at Khopoli this last year was negligible.

B) Research and Development

There has been no significant Research and Development during the year under review.

VIII. DEMATERIALISATION OF SHARES:

The agreement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for admitting the Equity Shares of the Company in the depository mode still continues. Many shareholders have already dematerialized their shares and Purvaa Sharegistry (India) Pvt. Ltd. continue to be the registrar and transfer agents of the Company for shares held in physical form as well as for providing connectivity in a Depository Mode with both NSDL & CDSL.

IX. CORPORATE GOVERNANCE:

Your Company reaffirms its commitment to good Corporate Governance practices and endeavors to continuously maintain highest standards of corporate values and ethics. Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate confirming compliance of the conditions of Corporate Governance form a part of this Annual Report.

X. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, and the Company's Articles of Association, Mr. Sumeet Mehra and Mr. Lav Kumar Vadehra retire by rotation in the forthcoming Annual General Meeting and are eligible for re-appointment.

XI. AUDITORS:

M/s. S.M. Kapoor & Co., Chartered Accountants are retiring as Statutory Auditors of the Company at the conclusion of the Annual General Meeting. They being eligible for reappointment as Statutory Auditors have furnished the required Certificate U/s. 224(1B) of the Companies Act, 1956. Your Directors recommend their reappointment as Statutory Auditors on remuneration to be approved by the Board.

XII. PARTICULARS OF EMPLOYEES:

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particularly of Employees) Rules, 1975 are not applicable.

XIII. ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation for the Investors, Customers, Suppliers, Financial Institutions and Bankers.

For And on Behalf of the Board

Place : Mumbai SUBHASH MEHRA

Dated : 28th July, 2011 Chairman

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Mar 31, 2010

The Directors hereby present the 40th Annual Report along with the Audited Accounts of the Company for the year ended 31 st March, 2010.

I. FINANCIAL RESULTS :

For the year Ended For the year Ended 31.03.10 31.03.09 Rs. (Lakhs) Rs. (Lakhs)

1. Total Income 111.75 85.10

2. Profit / Loss Before Depreciation, Interest and Taxes 39.59 14.87

3. Less: Interest 3.77 6.59

Depreciation 25.98 25.95

4. Profit / Loss Before Tax 9.84 (-)17.67

5. Less : Provision for Taxes 6.65 1.02

6. Profit/Loss After Tax 3.19 (-)18.69

7. Add : Balance b/f. from the Previous Year (-)662.02 (-)643.11

8. Less : Prior Year Tax Adjustments(-) 0.02 (-) 0.22

8. Add : Impairment of Assets 0.00 0.00

9. Amount Available for Appropriation(-)658.85 (-) 662.02

APPROPRIATIONS :

(i) Proposed Dividend on Equity 0.00 0.00

(ii) General Reserve 0.00 0.00

(iii) Balance carried to Balance Sheet <-) 658.85 (-) 662.02

The Companys property at Khopoli has been fully leased out. The said warehousing contracts have yielded an income of Rs.102.58 Lakhs (P.Y. Rs.96.73 Lakhs) in the current year under review.

Your Company has made sale of Readymade Garments to the service sector and of fabrics to various traders. We are procuring running orders from a few Corporate entities and Hotels for supply of uniforms for their staff and also marketing fabrics in the wholesale and semi-wholesale markets.

II. DIVIDEND:

Your Directors do not recommend any Dividend for the year ended 31st March, 2010 in view of the brought forward accumulated losses.

III. DIRECTORS RESPONSIBILITY STATEMENT :

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with a proper explanation relating to material departures.

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

(iii) The Directors of 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.

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

IV. PERFORMANCE

Sales for the current period are Rs. 13.95 Lakhs. Further the Company has received Warehousing Charges of Rs 102.58 Lakhs.

VI. SUBSIDIARY COMPANY:

Since there is no Subsidiary Company, hence the provisions of Section 212 of the Companies Act, 1956 is not applicable.

VII. PARTICULARS OF DISCLOSURE IN THE REPORT OF BOARD OF DIRECTORS PURSUANT OF COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988

A) Conservation of Energy

Your Company has made efforts and implemented various steps recommended by technical experts to reduce the energy consumption at various levels. Consumption of Energy at Khopoli this last year was negligible.

B) Foreign Exchange Earning and Outgo

There have been no foreign exchange earnings in the current year under review.

C) Research and Development

There has been no significant Research and Development during the year under review.

VIII. DEMATERIALISATION OF SHARES

The agreement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for admitting the Equity Shares of the Company in the depository mode still continues. Many shareholders have already dematerialized their shares and Purvaa Sharegistry (India) Pvt. Ltd. continue to be the registrar and transfer agents of the Company for shares held in physical form as well as for providing connectivity in a Depository Mode with both NSDL & CDSL.

IX. DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Companys Articles of Association, Mr. Radhe Mohan Malhotra and Mr. Manoharlal Kapur retire by rotation in the forthcoming Annual General Meeting and are eligible for re-appointment.

X. AUDITORS

M/s. S.M. Kapoor & Co., Chartered Accountants are retiring as Statutory Auditors of the Company at the conclusion of the Annual General Meeting. They being eligible for reappointment as Statutory Auditors have furnished the required Certificate U/s. 224(1B) of the Companies Act, 1956. Your Directors recommend their reappointment as Statutory Auditors on remuneration to be approved by the Board.

XI. PARTICULARS OF EMPLOYEES:

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particularly of Employees) Rules, 1975 are not applicable.

XII. ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation for the Investors, Customers, Suppliers, Financial Institutions and Bankers.

For And on Behalf of the Board

Place : Mumbai SUBHASH MEHRA

Dated : 31stJuly, 2010 Chairman