Directors Report of SunRakshakk Industries India Ltd.

Mar 31, 2025

The directors are pleased to present the Thirty First Annual Report of SUNRAKSHAKK INDUSTRIES
INDIA LIMITED (Formerly Known as A.K. SPINTEX LIMITED) (''the Company'') together with the
Audited Financial Statements for the financial year ended 31 March 2025.

Financial performance Rs. In Lacs

	CTfl MH A 1 OKIE		rnMQm iratcr
Financial Results
		2023-24	2024-25	2023-24
	2024-25
Turnover	10404.6	11723.6	18015.9	11723.6
Operating Profit before interest, depreciation & tax	1870.65	1901.05	2624.09	1901.05
Less: Interest	126.05	75.99	129.23	75.99
Profit Before Depreciation & Tax	1744.6	1825.06	2494.86	1825.06
Less : Depreciation	982.4	687.26	1082.45	687.26
Profit Before tax	762.2	1137.8	1412.41	1137.8
Less: Income Tax (Current)	219.88	301.56	336.39	301.56
Less: Earlier Tax	2.2	0	2.2	0
Profit after tax	540.12	836.24	1073=82	836.24

FINANCIAL HIGHLIGHTS AND OPERATION

The financial statements have been prepared as per the IND-AS prescribed by the institute of Chartered
Accountants of India (ICAI).

The Key highlights pertaining to the business of the company for the year 2024-25 and period subsequent
there to have been given hereunder:

''Performance Highlights for the Year Ended March 2025: ¹

• In view of the result for the financial year company turnover has been increase and profit is
increase remarkably. company has been performed very well in this year and Board of directors
are hopeful that they will increase the turn over as well as profit even in this recession and stiff
competition in the processing sector. The directors are fully hopeful to achieve better results in
future years.

DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to strengthen the
financial position of the Company, your directors have decided not to recommend any dividend for the
period under review.

POLLUTION CONTROL

Your directors are pleased to inform you that the Company had install a three-stage Effluent Treatment
Plant (ETP) equipped with Reverse Osmosis (RO) and Effluent Evaporation System. This initiative forms
an integral part of the Company''s commitment towards sustainable pollution control measures.

In view of the prevailing water scarcity, the ETP and RO System will not only ensure effective treatment
and recycling of wastewater but will also provide a comprehensive solution for water pollution
management. The system is expected to significantly reduce environmental impact and support the
Company''s efforts in promoting resource conservation.

DISCLOSURE OF PARTICULARS

Information under Sub Section (3) (m) of Section 134 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 and Information as per Companies (Disclosure of particulars in the
Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo are given in Annexure forming part of this report.

LISTING OF SHARES

The Shares of the Company are listed in the following Stock Exchanges: -
Bombay Stock Exchange Ltd. Bombay

Listing fee has already been paid to the Stock Exchange for the year 2025-26 in time.

DIRECTORS

In accordance with the Companies Act, 2013 Shri Saurabh Chhabra, director of the company will retire at
the forthcoming Annual General Meeting but being eligible offers themselves for reappointment.

The Company has not accepted any fixed deposit from the public within the meaning of Section 73 &76 of
the Companies Act, 2013.

APPOINTMENT OF SHARE TRANSFER AGENT

Company has been appointed SEBI Registered Beetal Financial & Computer Services (P) Ltd. New Delhi, as
Transfer agent for transfer of shares

DEMAT OF SHARES

Company has been made an arrangement with NSDL and CDSL to convert physical shares into Demat form.
So member can convert his/her Shares in to demat form.

RESERVES

Your directors propose to carry Rs. 563.49 Lakhs /- being the profit (Standalone) and Rs. 1101.03 Lakhs/-
(Consolidated) for the current year to the Balance Sheet during the financial year ended March 31, 2025.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements for the financial year ending 31st March, 2025, have been
prepared in accordance with applicable accounting standards as prescribed under the Companies Act,
2013 and the Companies (Accounts) Rules, 2014. These statements have been consolidated based on the
financials received from the wholly-owned subsidiary, Sunrakshak Agro Products Pvt Ltd and approved by
the Board of Directors.

CAPITAL STRUCTURE

The Authorized Share Capital of the Company is Rs. 21,00,00,000/- (Rupees Twenty one crore only) divided
into 2.10 Crore equity shares of Rs. 10/- each

The Paid up share capital of the Company is Rs. 6,20,13,500 only) divided into 6,20,01,350¹ equity shares
of Rs. 10/- each

*Note: Paid-up share capital includes allotment of 11,69,600 Equity shares on preferential basis of Rs
10/- each allotted on May30,2025 for which trading approving from Stock Exchange is still in pending.

PREFRENTIAL ISSUE

During the year under review, the Board of Directors of the Company has approved the issue of 11,75,600
equity shares and obtained approval of members by passing the Special resolution on March 31, 2025 and
allotted 11,69,600 Equity Shares at a price of Rs. 840 /- per equity share of the Company having face value
of Re.10/- (Rupees Ten Only) each at a premium of Rs. 830 /- per share and Equity Shares to the Promoters
and Non -Promoter group on May 30, 2025.

Further, Listing approval of the said shares have been received on July 17, 2025, however the trading
permission is yet to be received as on the date of signing this report.

CHANGE IN THE NATURE OF BUSINESS

Pursuant to its strategic diversification plan, the Company include new lines of business in the FMCG and
FMCG intermediates sector, in addition to its existing fabr^Finanaalstatement^ amended objects, inter alia,
include the following:

To carry on the business in India and abroad as manufacturer, trader, distributor, and dealer of
cosmetics, personal care, healthcare, home care, plant care, pet care, veterinary products,
packaging material, and all other allied/incidental products, together with intermediate chemicals
related thereto.

To carry on the business in India and abroad as manufacturer, trader, distributor, dealer, and
processor of all types of food products including, but not limited to, spices, snacks, sweets, seeds,
flavored drinks, premixes, edible oils, and all allied/incidental products related thereto.

To carry on the business in India and abroad as manufacturer, trader, producer, processor, refiner,
mixer, blender, formulator, importer, exporter, distributor, and dealer in all kinds of oils,
chemicals, and allied goods including, but not limited to, soap noodles, surfactants, glycerin,
detergents, fatty acids, and other ingredients used in the production of the above.

On December 27, 2024, the Company (then operating as A.K. Spintex Limited) successfully
acquired 100% equity shareholding in Sunrakshak Agro Products Private Limited (SAPPL) for a total
consideration of ^247.1 million. This acquisition marks a significant step in the Company''s
strategic diversification, enabling entry into the FMCG and FMCG intermediate chemicals space.
SAPPL is engaged in the manufacturing of fast-moving consumer goods and intermediate
chemicals, catering to premium clientele, thereby complementing and expanding the Company''s
growth trajectory beyond its legacy fabric business.

CHANGE IN THE NAME OF THE COMPANY:

The Company has obtained approval from Members of the Company for change of name as proposed by
the Board of Directors by passing Special Resolution in the Extra-Ordinary General Meeting (EGM) held
on March 31, 2025 from M/s A.K.Spintex Limited to M/s Sunrakshakk Industries India Limited in line with
the new Businesses as approved in the above mentioned EGM of the Company.

The Equity shares of the Company are listed on Bombay Stock Exchange (BSE) and Company has obtained
necessary approvals from Stock Exchange i.e. BSE Limited. After change of name, the name of the
Company on BSE Limited is reflected as Sunrakshakk Industries India Limited with Scrip ID as
"SUNRAKSHAK".

The Change of name of the Company has become effective from April 25, 2025 pursuant to new certificate
of incorporation issued by Registrar of Companies, Haryana.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred
between the ends of the financial year to which this financial statement relate on the date of this
report.

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

No significant and material orders were passed by the regulators or courts or tribunals which affect
the going concern status and future operation of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Executive Directors and KMPs:

(i) At the Annual General Meeting (AGM) of the Company held on September 30^th 2024, the
Members had re-appointed Tilok Chand Chhabra (DIN: 00167401) as director of the Company.

(ii) In accordance with the Companies Act, 2013 Shri Saurabh Chhabra, (DIN: 00488493) director
of the company will retire at the forthcoming Annual General Meeting but being eligible offers
themselves for reappointment

1. Independent Directors:

Cessation

Tenure of Mr. Sandeep hinger (DIN: 06885495) Smt. Divya Praveen Kothari (DIN: 06885490) ceased
to be a non-executive independent director of the Company upon completion of her term of five years
with effect from close of business hours on June 2024.and Mr. Deepak Karwa (DIN: ceased to be a
non-executive independent director of the Company upon completion of her term of five years with
effect from close of business hours on February 2025.

Appointment

The company has appointed Mr. Aishwarya Tripathi (Din:09769648) Mr. Lokesh Mundra (Din:
07012943) and Mrs. Monika Lalwani (Din: 08751122) as the Independent Directors under the
Companies Act, 2013 for a term of 5 years

All Independent Directors have given declarations that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 and SEBI REGULATIONS.

In terms of the provisions of rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014, the Board opines
that the independent directors so appointed/re-appointed hold highest standards of integrity and
possess necessary expertise and experience.

2. Other Key Managerial Persons:

The Board of Directors has appointed Mr. Dinesh Porwal as a CFO and Mr. Ashish Kumar Bagrecha
as CS (ACS 34182) as required under section 203 of the Companies Act, 2013 on the recommendation
of the Nomination & Remuneration Committee and designated them as the Key Managerial
Personnel.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met 8 times during the year on 30^th May, 2025, 31^st July, 2024,
03^rd September 2024, 30^th October, 2024, 13^th November, 2024,27^th December,2024, 12^th February,2025
and 01^st March,2025 in respect of which proper notices were given and the proceedings were properly
recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The
intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Declaration by Independent Directors

In terms of the provisions of section 149 of the Act and the Listing Regulations, 2015, the independent
directors on the Board of your Company as on the date of this report are Mr. Aishwarya Tripathi, Mr.
Lokesh Mundra and Mrs. Monika Lalwani.

Financial Statements

The Company has received declaration pursuant to section 149(7) of the Act and regulation 25 of the
Listing Regulations, 2015 from all the independent directors stating that they meet the criteria of
independence as provided in section 149(6) of the Act read with regulations 16 and 25 of the Listing
Regulations, 2015.

The independent directors have also confirmed compliance with the provisions of section 150 of the Act
read with rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to
inclusion of their name in the independent director''s databank of the Indian Institute of Corporate Affairs.

The Board of Directors of your Company have taken on record the said declaration and confirmation
submitted by the independent directors after undertaking due assessment of the veracity of the same in
terms of regulation 25 of the Listing Obligations Disclosure Requirement Regulations, 2015.

In the opinion of the Board, the independent directors fulfil the conditions specified in the Act as well as
the Rules made thereunder read with the Listing Regulations, 2015 and have complied with the code for
independent directors prescribed in Schedule IV to the Act.

Annual evaluation by the Board:

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings.

ii. Quality of contribution to Board deliberations.

iii. Strategic perspectives or inputs regarding future growth of Company and its performance.

iv. Providing perspectives and feedback going beyond information provided by the management.

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board
of Directors. Member of the Board not participated in the discussion of his/her evaluation.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In accordance with Regulation 25(7) of the SEBI (LODR) Regulations, 2015, the Company has regularly
organised Familiarization Programme for Independent Directors. The programme aims to provide insight
into the nature of the industry, the Company''s business model, strategic direction, governance practices,
and their roles and responsibilities.

The details of the Familiarization Programme are available on the Company''s website at:
https://sunrakshakk.com/ investors-handbook/.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, it is hereby confirmed:
Accounting Standards:-

While preparing the annual accounts of the company for the year ended 31^st March 2025 the applicable
accounting standards had been followed along with proper explanations relating to material departures,
if any.

Accounting Policies:-

The directors have selected such accounting policies and applied them consistently and reasonable and
prudent judgment and estimates were made 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 of the company for that period

Preparation of accounts on a going concern basis:-

The Annual accounts have been prepared on a going concern basis.

Internal Financial Control:-

The directors had laid down internal financial controls to be followed by the company and such internal
financial control is adequate and operating well.

Compliance: -

The directors had devised proper system to ensure compliance with the provision of all applicable laws
and that such system is adequate and operating effectively.

COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board has the following 4 (Four)
Committees as follows:

(1) Audit Committee

(2) Nomination and Remuneration Committee

(3) Stakeholder Relationship committee

(4) Corporate Social Responsibility Committee

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

All Related Party Transactions that were entered into during the financial year ended on March 31, 2025
were on an arm''s length basis and in the ordinary course of business under Section 188(1) of the Act
and the Listing Regulations. Details of the transactions with Related Parties are provided in the
accompanying financial statements (Note no. 39 of Financial Statement) in compliance with the
provision of Section 134(3)(h) of the Act.

The Policy on materiality of related party transactions and dealing with related party transactions as
approved by the Board may be accessed on the Company''s website under investor relations/ codes and
policies tab at www.sunrakshakk.com/policies/relatedpartytransaction/pdf

The particulars of Contracts or Arrangements made with related parties pursuant to Section 188 are
furnished in Annexure- IV and attached with this report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the insider trading policy in accordance with requirement of SEBI
(Prohibition of Insider Trading) Regulation, 2015 and applicable security laws. The insider trading policy
of the company has lays down guidelines & procedures to be followed and disclosure will be made while
dealing with shares of the company as well as the consequences of the violation. The policy has been
formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest
ethical standard of dealing in company security.

The policy is available on company website. www.sunrakshakk.com/policies

DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

None of the employee of your company, who was employed throughout the financial year, was in receipt
of remuneration in aggregate of sixty lakh rupees or more or if employed for the part of the financial year
was in receipt of remuneration of five lakh rupees or more per month.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES
OR ASSOCIATE COMPANIES

At the end of the financial year under review the company has one wholly-owned subsidiary by the name
Sunrakshak Agro Products Private Limited headquartered at Bhilwara.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES

The company has one wholly-owned subsidiary by the name Sunrakshak Agro Products Private Limited
headquartered at Bhilwara.

The Company''s financial performance for the financial year ended March 31, 2025:

(Amount in Lakhs)

Particulars	Year ended	Year ended
	31 -Mar-25	31 -Mar-24
Revenue from Operations	33306.35	31143.03
Profit Before Tax	2074.54	1083.81
Less: Current Tax	368.63	192.57
Deferred Tax	-7.86	14.21
Income Tax earlier years	-	-
Profit For the Year	1713.77	877.04

The above financials disclosure of subsidiary pertains to whole year. However the above company has
become subsidiary from 01.01.2025 and the consolidation has been done from aforesaid date only.

Secretarial Standards of ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings
of the Board of Directors (SS-1) and General Meetings (SS-2).

AUDITORS
Statutory Auditors

M/s O.P. DAD & CO. Chartered Accountants (Firm Registration No. 002330C), Bhilwara who were
appointed as statutory auditors of the Company to hold the office from the conclusion of the 29^th annual
general meeting till the conclusion of 33^rd annual general meeting to be held in the year 2028 to audit
the books of the Company and submit their report. The report of the Statutory Auditors on the financial
statements for the financial year 2024-25 does not contain any qualifications or adverse remarks.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder,
the Board had appointed Anil Somani & Associates, Practising Company Secretaries to conduct the
Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report in Form
MR-3 for the year ended March 31, 2025 is annexed herewith as Annexure II to this Report. The said
Report does not contain any qualification, reservation, or adverse remark.

Further, the Board, on the recommendation of the Audit Committee, has approved the appointment of
Mr. Varun Kabra (M. No. 65304, COP No. 25188), Proprietor of M/s Varun Kabra & Associates, Practising
Company Secretaries, as the Secretarial Auditor of the Company for a term of five consecutive years,
commencing from the Financial Year 2025-26, subject to the approval of the shareholders at the ensuing
Annual General Meeting, with effect from 14th August, 2025.

Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013, your Directors have appointed Mr. Bal Mukund
Kabra as an internal auditor of the company for the Financial Year 2024-25 and their report is reviewed
by the audit committee from time to time.

Cost Auditors

Pursuant to the provisions of section 148 of the Act, the Board of Directors on the recommendation of
the Audit Committee has appointed K.C. MOONDRA & Co, Cost Accountants (Firm Registration
No.101814) as the cost auditor of the Company for the financial year ending on 31 March 2026 and have
recommended their remuneration to the members for ratification at the ensuing AGM. Accordingly, a
resolution seeking members ratification for the remuneration payable to the cost auditor forms part of
the Notice of the ensuing AGM.

The cost auditor has furnished the eligibility certificate along with his consent to such appointment in
terms of the relevant provisions of the Act read with Rules framed thereunder. The Audit Committee has
also received a certificate from the cost auditor certifying their independence and arm''s length
relationship with the Company.

As per the provisions of section 148 of the Act read with the Companies (Cost Records and Audit) Rules,
2014, the Company is required to maintain cost records and accordingly, such accounts and records are
maintained.

AUDITORS'' REPORT

There is no qualification, reservation or adverse remarks or disclaimer made by the auditors in their report.
AUDITORS'' CERTIFICATE ON CORPORATE GOVERNANCE

In compliance with the provisions of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Auditor''s Certificate on Corporate Governance for
the Financial Year 2024-25 is annexed to this Board''s Report. The said Certificate does not contain any
qualification, reservation, adverse remark, or disclaimer.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every
company including its holding or subsidiary and a foreign company, which fulfills the criteria specified in
sub-section (1) of section 135 of the Act shall comply with the provisions of Section 135 of the Act and its
rules.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your Company is committed to make a positive contribution to communities where it operates. Pursuant
to Section 135 of the Companies Act, 2013, the Company constituted CSR committee and formulated CSR
Policy as guiding principle for undertaking CSR activities. The Company''s vision on CSR is that the Company
being a responsible Corporate Citizen would continue to make a serious endeavour for improvement in
quality of life and betterment of society through its CSR related initiatives

During the current year, the Company has to spend Rs. 15.68 Lacs for CSR expenditure but company had
spent Rs. 16.71 Lacs towards CSR activities during the financial year 2024-25 under Schedule VII of the
Companies Act, 2013 and CSR policy adopted by the Company. The disclosures of CSR activities pursuant
to Section 134(3) of the Companies Act, 2013 read with Rule 8 of Companies (Corporate Social
Responsibility) Rules, 2014 is annexed hereto and form part of this report as Annexure - II.

*The company had spent an amount of RS. 15.00 Lacs during the years towards certain programs of Social
Welfare under the pretext that the same are covered under the CSR Provisions. Later after the FY end after
regular follow up, the management found that although the amount was paid towards social welfare,
however the same cannot be classified as eligible expense under CSR Provision. Hence, as management
became aware of the same after FY end, so company had transfer Rs. 14,39,000 to Funds eligible under
Schedule VII Viz PM Care fund, PM relief fund etc. The company has been very regular in compliance to
CSR Provisions otherwise and this shortfall has been there due to technical reasons although the amount
so spent has been used for social causes only.

LISTING AGREEMENT

The Security & Exchange Board of India (SEBI) on September 2, 2015 issued (Listing Obligation &
Disclosure Requirement) Regulation, 2015 with the aim to consolidate & streamline the provision of
listing agreement for different segment of capital market to ensure better enforceability the said
regulations were effective from December, 1, 2015 accordingly all listed entity were required to

enter into the listing agreement within six months from the effective date. The company entered into
listing agreement with BSE Limited during August, 2015.

VIGIL MECHANISM

The Company has a vigil mechanism named vigil mechanism/whistle blower Policy to deal with instance
of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy are explained in the
Corporate Governance Report as Annexure IV.

Annual Secretarial Compliance Report

As mandated under Regulation 24A of the SEBI Listing Regulations, the Company shall obtain an Annual
Secretarial Compliance Report from M/s. Anil Somani and Associates, Company Secretaries, for the
financial year 2024-25.

This report will certify compliance with all applicable SEBI Regulations and circulars/guidelines issued
thereunder and has been filed with the Stock Exchanges and also made available on the website of the
Company at https://sunrakshakk.com/

RISK MANAGEMENT POLICY

Risk management is the identification, assessment and taking pro-active measures to face the impact of
various risks. Risks may arise from uncertainty in financial markets, project failures, legal liabilities, credit
risk, accidents, natural causes and disasters etc. The Company has adopted appropriate procedure and
policies to safeguard the company against business and other risk to mitigate its impact to the extent
possible. The Risk management plans & policies are periodically monitored, reviewed and evaluated and
updated from time to time.

1

Revenue from Operations for FY25 stood at ^1,8015.90 Lacs, reflecting a 53.67% Y-o-Y growth from
^1,1723.60 Lacs in FY24.

• Profit After Tax (PAT) witnessed a robust 30.34% Y-o-Y growth, reaching ^1101.03 Lacs in FY25,
compared to ^844.73 Lacs in FY24.

---

Mar 31, 2015

The Directors have pleasure in presenting their 2lat Annual Report on the business and operations of the Company and (lie Accounts for the Financial Year ended March 31,2015,

FINANCIAL SUMMARY

financial Results 2014-15 2013-14

Turnover 4419.10 3955,93

Operating Profit before interest, depreciation & tax 421.25 381.73

Less; Interest 173.80 164.94

Profit Before Depreciation & Tax 247.45 216.79

Less: Depreciation 215.01 165.83

Profit Before tax 32.43 50.96

Less 'Income Tax (Current) 38.41 10.40

Profit after tax (5.98) 40.56

LESS: MAT Credit Entitlement - 16.71

ADD; [Deferred Tax (Current) 18.18 18.80

Profit after provision for deterred tax 12.20 12.65

Add: Balance brought toward 515.95 473.29 Balance carried to Balance Sheet 528.15 515,95

FINANCIAL HIGHLIGHTS AND OPERATION

The Key highlights pertaining to the business of die company fur the year 201-1-15 and period subsequent there 10 have been given hereunder

- In view of the fabric financial year company turnover has been remarkable increase by 11% but profit was decrease by71%. Due 10 die effect of Depreciation as per Companies Act-2013 otherwise company leas been performed very well in this year and Board of directors are hopeful that they will increase the turn over as well as profit even in this reconfirm and stiff competition in the processing sector. The directors are fully hopeful to achieve better results it future years.

- Company has take the expansion time year by adding an imported machine Comfit Finish Range machine for better finishing Board of Director has taken a very big step by adding 100% cotton laic processing in company for this they added Fully Automatic Yamuna Hydraulic Jigger Machine in this regard.

DIVIDEND

With a view to provide ft cushion for any financial contingencies in the future and to strengthen the tin a no in I position of die Company, your Directors have decided not to recommend any dividend for die period under review.

POLLUTION CONTROL.

Your directors have pleasure 10 report that they going to install Once stages R.O. System of 1500 KLD which is way important for pollution control measures. And at pertain in water crisis problem it is very helpful and necessary for us. Our new ETP and to be installed R.O. System is a complete solution of water pollution.

DISCLOSURE OF PARTICULARS

Information under Section 217(2 A) of the Companies Act, 1956 read widi the Companies Particulars of Employees) Rules, 1975 and Information as per Companies (Disclosure unparticular in the Report of Board of Directors) Rules, 10KH relation to conservation of energy, technology absorption, foreign exchange earnings nutria into are given in Annexure forming part of this report.

LISTING OF SHARES

The Shares of the Company are Used in it following Stock Exchanges: - Jaipur Stock Exchange Ltd., Jaipur. Delhi Stock exchange Association Ltd, New Delhi. Listing fee has already been paid or both the Stock exchange for the year 2014-2015 in time.

DIRECTORS

In accordance with the Companies Act, 2013 Shri Sonrabh Chhabra, director of the company will retire at the forthcoming Annual General Meeting but being eligible offers themselves for reappointment.

PUBLIC DEPOSIT

The Company has not accepted any fixed deposit from the public within (be meaning of Section 73 &76 of the Companies Act, 2013.

APPOINTMENT OF SHARE TRANSFER AGENT

Company has been appointed SEBI Refit stored Bcctal Financial &. Computer Services (P) Ltd. New Delhi, as Transfer agent for transfer of shares

DEMAT OF SHARES

Company has been made fin arrangement with NSDL and CDSL to convert physical shares into Demat form So member can convert his/her Shares in to demat form.

RESERVES

Your Directors propose to entry Rs 12.20 Lac /- being the profit tot the current year to the Balance Sheet during the financial year ended March 31,2915,

CAPITAL STRUCTURE

- There is no change in the authorised and paid up share capital of the company during the year.

The Authorise Shore Capital of the Company is Rs 10, 00. ()O0. 00/- (Rupees Ten crore only) divided into 1 Crore) equity shares of Rs. 10/- each.

The Paid up share capital of the Company is Rs. 5, 03,17,500 only) divided into 50, 31,750) equity shares of Rs 10/- each.

INDUSTRY SCENARIO AND STATE OF COMPANY AFFAIRS

Your company is Public Limited companies engaged, inter-alia, in the area of Man made Fabric headquartered at Bhilwara(Raj), Indian and not have any subsidiary company.

CHANGE IN THE NATURE OF BUSINESS

There is no change in die nature of die business of die Company during the year.

MATERIAL CHANGES AND CIMMITMENTS AFFECTING THE FINANCIAL POSITION OF THK COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DIRECTORE REPORT

No material changes and commitment affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPUTING THE GOING CONCERN STATES AND COMPANY'S OPERATION IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1, Executive Directors and KIMPs

(i) At the Annual General Meeting (AGM) of the Company held on September 30'n 20 H, the Members had re-appointed Mr. Tilok Chand Chhabra (DIN 00167401) Director

(ii) Mr. Sourabh Chhabra (DIM: 00488493) director is liable to retire by notation And being eligible oiler herself for re-appointment as director of the Company.

2. Independent Directors:

(i) Mr. Sandeep hinder (DIN: 06885495), Mr. Praveen Kumar Korhari (DIN: 06885503) and Smt. Divya Ramesh chand chhabra (DIN. 06885490} were appointed as the Independent Directors under The Companies Act 2013 for a term of 5 years with effect from 30th May 2014.

(ii) All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

3. Other Key Managerial Persons:

The Board of Directors has appointed Mr. Dinesh Porwai as a CFO and Mr. Ashish Kumar Bagrecha as a CS (ACS 34182) as required under section 203 of the Companies Act, 2013 on the recommendation of the Nomination & Remuneration Committee and designated them as the Key Managerial Personnel.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met 7 times during the year on 30th May, 2014, 5th August, 2014, 25th September, 2014, 12th November, 2007 I5th December, 2014, 13th February 2015. and 21st Mirth, 2015.in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company tor the purpose The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Board independence;

Our definition of independence' of Directors is derived from Clause 40 of the listing Agreement with Stock exchanges and Section 149(6) of me Companies Act, 2013. Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013

(i) Mr. Sandeep hinger (DIN 06885495)

{«) Mr. Paveen kumar Kothari (DIN: 06885503)

(in) Smt. Divya Rameshchand chhabra (DIN: 06885490)

Annual Evaluation by the Board:

The evaluation framework for assessing the performance of Directors comprises of the following key areas;

i. Attendance of Board Meetings find Board Committee Meetings.

ii Quality of contribution to Board deliberations.

iii. Strategic perspectives or inputs regarding future growth of Company and its performance.

iv. Providing perspectives and feedback going beyond inform an on provided by the management.

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-E valuation by the Board Member and subsequently assessment by me Board of Directors. Member of the Board not participated in the discussion of his/her evaluation.

DIRECTORS RFSPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134{5) of line Companies Act, 2&13, it is hereby continued:

Accounting Standards;-

While preparing the annual accounts of the company for the year ended 31st March 2015 the applicable accounting standards had been followed along with proper explanations relating to material departures, if any.

Accounting Policies:-

The director fee selected such accounting policies and applied them consistently and reasonable and prudent judgment and estimates were mudc so as lo give a true and fair view of the stilt of affairs of die company at the end of the financial year and of the profit of the company for that period.

Preparation of accounts on a going concern rate;-

The Annual accounts have been prepared on a going concern basis.

Internal Financial Control:-

The directors had laid down internal financial controls to be followed by the company and scarf internal financial control is adequate and operating well

Compliance:-

The directors had devised proper system to ensure compliance with the provision of all applicable Jaws and that such system is adequate and operating effectively.

COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board has the following i (Three) Committees as follows:

(1) Audit Committee

(2) Nomination and Remuneration Committee

(3) Stakeholders' Relationship Committee

PARTICULARS OK CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

Your Company has entered into transactions with the related parties, which are in its ordinary course of business and are carried out un an arm's length bam and hence the provisions of Section 188 are not applicable.

OR

The particulars of every contract or arrangements entered into by the Company with related parties referred in sub-section (1) of section 188 of the Companies Act. 2013 including certain arm's length transactions under third proviso thereto shall be disclosed in Form No. AOC-2. As Annexure Ml (hermit enclosed).

DISCLOSURE OF REMUNERATION OF F,MPU.V KKS COVEKKU UNDER RULE 512) OF TIIE COMPANIES (APPOLNTMENT AND REMUM:KAT10M OV MANAGERIAL PERSONNEL RULES, 2014:

- None of the employee of your company, who was employed throughout the financial year, was in receipt of remuneration in adjusted of sixty lakh rupees or more or if employed for the part of the financial year was in receipt of remuneration or five lakh rupees or more per month.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

At the end of the financial year under review none of the company have become or ceased to be subsidiaries, joint ventures or associate companies, and the Company has no subsidiary

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES

The Company has no subsidiary

AUDITORS

The Company in its 20th Annual General Meeting (ACM) held on 30th September, 2014 appointed M/s O.P.DAD & Co. (firm Registration No 002330C), Chartered Accountants, as Statutory Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for reappointment. 'n accordance with the Companies Act $313, it is proposed to reappoint them from the conclusion of this Annual General Meeting till the conclusion of the Twenty third Annual General Meeting, subject to the approval of shareholders; however, their terms of appointment and remuneration shall be ratified by the members of the Company in the ensuing AGM.

AUDITORS' REPORT

There is no qualification, reservation at adverse remarks or disclaimer made by the and inters in their report.

APPOIMMLNT OF COST AUDITOR

As per the direction given by the Internal Government, the Company has based on an application made. received the Government's approval for re-appointment of M/s V.K. Goyal & Co. a firm of Cost Accountants as the Cost Auditor of the Company for the year ending 31st March, 2016.

EXTRACT OF ANNUAL RETURN:

The details forming part or the extract of the Annual Return in form MGT-9 for the year ended 3 t* March, 2015 is annexed here with as "Annexure I",

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 1956, read with miles framed Inure wider, every - company including in holding or subsidiary and a foreign company, which fulfills die editorial specified in sub-section (I) of section 135 of the Act shall comply with the provisions of Section 135 of the Ad and its rules.

Since die Company is nor fading under any criteria specified in subsection (!) of section 135 of the Act, your Company is not required to constitute a Corporate Social Responsibility ("CSR) Committee.

VIGIL MECHANISM

The Company has a vigil mechanism named vied mechanism/whistle blower Policy to deal with instance of frand and mismanagement, if any. The details of the Vigil Mechanism Policy are explained in the Corporate Governance Report as Annexure IV.

RISK MANAGEMENT POLICY

Risk Management is the identification, assessment and taking pro-active measures to face the impact of various risks. Risks may arise from uncertainty in financial market, project failures, legal liabilities, credit risk, accidents, natural causes and disasters etc. The Company has adopted appropriate procedure and policies to safeguard the company against business and other risk to mitigate its impact of die extent possible. The Risk management plans & policies are periodically monitored, reviewed and evaluated and updated from time to time.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013

The particulars of Loans, guarantees or investments made under Section 186 are furnished hereunder:

Details of Loans:

SL Date of Details Amount Purpose for No making of which the loan Borrowe loan is to r be utilized by the recipient

Nil Nil Nil Nil Nil

SL Time Date Date of Rate of Scrutinity No period of BR SR (if Interest for reqd) which It IS given

Nil Nil Nil Nil Nil -

Detail* of Investments:-

SL Date of Details of Amount No investm Invests* ent

Nil Nil Nil Nil

SL Purpose for which the Date of BR Date of expect No proceeds from SR (if ed rate investment is proposed reqd) of to be utilized by the return recipient

Nil Nil Nil Nil Nil

Details of Guarantee/ Security Provided:

SL Date of Details Amount No providing of security/ guardian recipient.

Nil Nil Nil Nil

SL Purpose for Date of Date of Commission No which the BR SR (if security/ guarantee any) e is proposed to be utilized by the recipient

Nil Nil Nil Nil Nil

INTERNAL CONTROL SYSTEMS

The Company's internal control systems sire adequate and commensurate with die nature find size of the Company and it ensures:

- Timely mid accurate financial reporting in avoidance with applicable accounting standards

- Optimum utilization, efficient monitoring, timely maintenance and safety of its assets,

- Compliance with applicable laws, regulations and management policies.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Comply is pleased to report that during the year under reporting die industrial relations were cordial.

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

Information in accordance with the provisions of Section 134 read with the Companies (Accounts) Rules, 2014 regarding conservation energy, and Technology absorption does not apply to your Company.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. further Company ensures that there is a healthy find safe atmosphere for every women employee at the workplace and made the necessary policies or safe and secure environment for women employee.

INDUSTRIAL RELATION

Industrial relation remained cordial and peaceful during the year. Your Directors wish to plate 011 record the appreciation for the devoted services rendered by the workers, staff and executive of the companies at all levels which have very much contributed to the efficient management of the Company's affairs and assistance

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreements with the stock exchanges. Corporate Governance Report and Auditor's Certificate regarding compliance of conditions of Corporate Governance are made a part of the annual Report.

ACKNOWLEDGEMENT

Thy Directors would like to express their grateful appreciation for the assistance and co-operation received from us turners, vendors, stakeholders, Central and State government Authorities and other business associates and bankers of die Company. Your Directors take this opportunity to thank all the employees for rendering high quality service to every constituent of the Company's customers. The employees have worked tin principles of honesty, integrity, fair play and this has helped to ensure a sustained excellence in performance Kindly Directors would like to convey their gratitude to the members and look forward to their continued support.

FOR AND ON BEHALF OF THE BOARD

PLACE: RHILWARA [P. C. CHHABRA] [T.C.Chhabra] A.K. BAGRECHA

DATED: 30,05.2015 Din No-01 556331 Din No-00167401 COMPANY SECRETARY

MANAGING DIRECTOR DIRECTOR

---

Mar 31, 2014

The Directors of the Company have pleasure in presenting their 20thANNUAL REPORT along with audited statement of accounts for the year ended 31st March, 2014.

Rs. in Lacs] Financial Results 2013-2014 2012-2013

Turnover 3955.93 3352.07

Operating Profit before interest, depreciation & Tax 381.73 287.23

Less: Interest 164.94 105.40

Profit Before Depreciation & Tax 216.79 181.83

Less : Depreciation 165.83 155.50

Profit Before Tax 50.96 26.33

Less: Income Tax (Current) 10.40 05.02

Profit after Tax 40.56 21.31

LESS: MAT Credit Entitlement 16.70 46.98 ADD: Deferred Tax (Current) 18.80 31.29

Profit after provision for deferred Tax 42.66 05.62

Add: Balance brought Forward 473.29 467.67

Balance carried to Balance Sheet 515.95 473.29

OPERATIONS

In view of the result for the financial year company turn has been remarkable increase by 18% and profit by 659%. So company has been performed very well in this year and Board of directors are hopeful that they will increase the turn over as well as profit even in this recession and stiff competition in the processing sector. The directors are fully hopeful to achieve better results in future years.

Company has taken the expansion in this year by adding a Imported machine Nipco type colander machine for better finishing. Board of Director has taken a very big step by adding 100% cotton fabric processing in company for this they added chainless Mercerize machine and four Fully Automatic Hydraulic Jigger Machine in this regard.

DIVIDEND

In view of marginal profits and expansion, the Board of Directors does not recommend payment of dividend for the year under review.

POLLUTION CONTROL

Your directors have pleasure to report that they going to install three stages R.O. System of 1500 KLD which is very important for pollution control measures. And at present in water crisis problem it is very helpful and necessary for us. Our new ETP and to be installed R.O. System is a complete solution of water pollution.

DISCLOSURE OF PARTICULARS

Information under Section 217(2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules, 1975 and Information as per Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure forming part of this report.

LISTING OF SHARES

The Shares of the Company are listed in the following Stock Exchanges:-

Jaipur Stock Exchange Ltd., Jaipur.

Delhi Stock Exchange Association Ltd, New Delhi.

Listing fee has already been paid to both the Stock Exchange for the year 2014-2015 in time.

DIRECTORS

Shri Manoj Kothari director of the company has resigned from their directorship from 30.03.2014.

In accordance with the Companies Act, 2013 Shri Tilok Chand Chhabra, director of the company will retire at the forthcoming Annual General Meeting but being eligible offers themselves for reappointment.

In accordance with the Sec 149 of the Companies Act, 2013 Shri Sandeep Hinger, Shri Praveen Kumar Kothari and Smt. Divya Rameshchnadra Kacchara being appointed as Independent Director of the company from 31.05.2014

FIXED DEPOSIT

The Company has not accepted any fixed deposit from the public within the meaning of Section 76 of the Companies Act, 2013.

APPOINTMENT OF SHARE TRANSFER AGENT

Company has been appointed SEBI Registered Beetal Financial & Computer Services (P) Ltd. New Delhi, as Transfer agent for transfer of shares.

DEMAT OF SHARES

Company has been made an arrangement with NSDL to convert physical shares into Demat form. So member can convert his/her Shares in to demat form.

APPOINTMENT OF COST AUDITOR

As per the direction given by the Central Government, the Company has based on an application made, received the Government's approval for re-appointment of M/s V.K. Goyal & Co. a firm of Cost Accountants as the Cost Auditor of the Company for the year ending 31st March, 2015.

SUBSIDIARY COMPANY

The Company has no Subsidiary Company.

DIRECTOR RESPONSIBILITY STATEMENT

Director's responsibility statement pursuant to section 134 (3) and chapter (IX) of the Companies Act, 2013

Accounting Standards:-

While preparing the annual accounts of the company for the year ended 31st March 2014 the applicable accounting standards had been followed along with proper explanations relating to material departures, if any.

Accounting Policies:-

The directors have selected such accounting policies and applied them consistently and reasonable and prudent judgment and estimates were made 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 of the company for that period.

Directors' Responsibility:-

The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

Preparation of accounts on a going concern basis:-

The Annual accounts have been prepared on a going concern basis.

AUDITORS

M/s. O. P. DAD & CO., CHARTERED ACCOUNTANTS Statutory Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for reappointment. In accordance with the Companies Act 2013, it is proposed to reappoint them from the conclusion of this Annual General Meeting till the conclusion of the Twenty third Annual General Meeting, subject to the approval of shareholders

COMMENT U/S 141 REGARDING AUDITORS QUALIFICATION

The company is consistently following its accounting policy with regard to gratuity; leave encashment and other retirement benefits of employees. However, the company is taking steps to ascertain the above liabilities and the same would be provided in the subsequent year. Other observations in the Auditor's report are dealt within the notes to the accounts at appropriate place and are self-explanatory.

INDUSTRIAL RELATION

Industrial relation remained cordial and peaceful during the year. Your Directors wish to place on record the appreciation for the devoted services rendered by the workers, staff and executives of the Company at all levels which have very much contributed to the efficient management of the Company's affairs and assistance.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreements with the stock exchanges, Corporate Governance Report and Auditor's Certificate regarding compliance of conditions of Corporate Governance are made a part of the annual Report.

ACKNOWLEDGEMENT

The Directors would like to express their grateful appreciation for the assistance and co-operation received from customers, vendors, stakeholders, Central and State government Authorities and other business associates and bankers of the Company. Your Directors take this opportunity to thank all the employees for rendering high quality service to every constituent of the Company's customers. The employees have worked on principles of honesty, integrity, fair play and this has helped to ensure a sustained excellence in performance. Finally Directors would like to convey their gratitude to the members and look forward to their continued support.

FOR AND ON BEHALF OF THE BOARD

PLACE: BHILWARA [P. C. CHHABRA] [T.C.Chhabra] ASHISH KUMATTBAGRECHA

DATED: 30.05.2014 Din No-001556331 Din No-00167401 COMPANY SECRETARY

MANAGING DIRECTOR DIRECTOR

---

Mar 31, 2013

The Directors of the Company have pleasure in presenting their 19th ANNUAL REPORT along with audited statement of accounts for the year ended 31st March, 2013.

(Rs. in Lacs) Financial Results 2012-2013 2011-2012

Turnover 3352.07 3119.65

Operating Profit before interest, depreciation & tax 267,23 378.77

Less: interest 105.40 97.37

Profit Before Depreciation & Tax 181.83 280.90

Less - Depredation 155.50 173.89

Profit Before tax 26.33 107.01

Less: Income fax (Current) 05.02 21.41

Profit after tax 21.31 65.60

Less: Deferred Tax (Current) 5.69 12.03

Profit after provision for deferred tax 05.62 73.55

Add: Balance brought forward 467.67 394.11

Balance carried to Balance Sheet 473.29 467.67

OPERATIONS

In view of the result for the financial year under consideration the performance of the company is appreciable that they can manage the turn over in this recession and stiff competition 4 although the profit has- been reduced from last year they performed well in last year.

The Board of Directors is continuously watching the performance of the company and trying their best to maximize the profitability of the company and are succeeding gradually towards this direction, The directors are fully hopeful to achieve better results in future years.

DIVIDEND

In view of marginal profits and expansion, the Board of Directors does not recommend payment of dividend for the year under review.

POLLUTION CONTROL

Your directors have pleasure to report that they going to install three stage R.O. System of 1500 KLD which is very important for pollution control measures. And at present in water crisis problem it is very helpful and necessary for us. Our new ETP and to be installed R.O. System is a complete solution of water pollution.

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

The prescribed details as required under section 217(1 He) of the Companies Act, 1966 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure I forming part of this report.

PARTICULARS OF EMPLOYEES

The prescribed details as required under section 217 (2A) of the Companies Ad, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are nil, hence not applicable,

LISTING OF SHARES

The Shares of the Company are listed in the following Stock Exchanges:-

Jaipur Stock Exchange Ltd., Jaipur. Delhi Stock Exchange Association Up, New Delhi. Listing fee has already been paid 1c both the Stock Exchange for the year 2013-2014 in time.

DIRECTORS

Shri Saurabh Chhabra, director of the company will retire at the forthcoming Annual General Meeting but being eligible offers themselves for re-appointment.

FIXED DEPOSIT

The Company has not accepted any Fixed deposit from the public within the meaning of Section 58A of the Companies Act 1956

APPOINTMENT OF SHARE TRANSFER AGENT

Company has been appointed SEBI Registered Beetal Financial & Computer Services (PI Ltd New Delhi as Transfer agent for transfer of shares

DEMAT OF SHARES

Company has been made an arrangement with NSDL to convert physical shares into Demat form So member can convert his her Shares in to demat form.

APPOINTMENT OF COST AUDITOR

A3 per the direction given by the Central Government, the Company has based on an application made received the Government's approval for re-appointment of Ws VK. Goyal & Co. a firm of Cost Accountants as the Cost Auditor of the Company for the year ending 31a March, 2014

SUBSIDIARY COMPANY

The Company has no Subsidiary Company.

DIRECTOR RESPONSIBILITY STATEMENT

Directors s responsibility statement pursuant to section 217 (2AA) of the Companies Act 1956;

Accounting Standards:-

White preparing the annual accounts of the company for the year ended 31" March 2013 the applicable accounting standards had been followed along with proper explanations relating to material departures, if any

Accounting Policies:-

The directors have selected such accounting policies and applied them consistently and reasonable and prudent judgment and estimates were made 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 of the company for that period.

Directors' Responsibility:-

The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detecting fraud and other [regularities.

Preparation of accounts on a going concern basis:-

The Annual accounts have been prepared on a going concern basis.

AUDITORS

Ws 0. P. DAD & CO., CHARTERED ACCOUNTANTS shall be retiring at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The company has obtained a certificate as required U/s. 224 of the Companies Act, 1966, from the auditors to the effect that their re-appointment, if made; would be in the conformity with the limits specified in the said section.

COMMENT U/S 217(3] REGARDING AUDITORS QUALIFICATION

The company is consistently following its accounting policy with regard to gratuity, leave encashment and other retirement benefits of employees. However, the company is taking steps to ascertain the above liabilities and the same would be provided in the subsequent year Other observations in the Auditor's report are dealt within the notes to the accounts at appropriate place and are self -explanatory,

INDUSTRIAL RELATION

Industrial relation remained cordial and peaceful during the year. Your Directors wish to place on record the appreciation for the devoted services rendered by The workers, staff and executives of the Company at all levels which have very much contributed to the efficient management of the Company's affairs and assistance.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreements with the stock exchanges, Corporate Governance Report and Auditor's Certificate regarding compliance of conditions of Corporate Governance are made a part of the annual Report.

ACKNOWLEDGEMENT

The Directors would like to express their grateful appreciation for the assistance and co-operation received from customers, vendors, stakeholders, Central and State government Authorities and other business associates and bankers of (he Company. Your Directors take this opportunity to thank all the employees for rendering high quality service to every constituent of the Company's customers. The employees have worked on principles of honesty, integrity, fair play and this has helped to ensure a sustained excellence in performance. Finally Directors would like to convey their gratitude to the members and look forward to their continued support.

FOR AND ON BEHALF OF THE BOARD

PLACE: BHILWARA [P. C. CHHABRA] [T.C.Crrhabra]

DATED: 30.05.2013 MANAGING DIRECTOR DIRECTOR