Directors Report of Varvee Global Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 36^th Annual Report on the business and operations
of your Company together with the audited accounts for the financial year ended 31st March, 2025.

1. FINANCIAL RESULTS

Your Company''s performance during the year is as below:

in T qHic!

Particulars	Year ended 31.03.2025	Year ended 31.03.2024
Total Revenue	18235.87	9133.17
Profit before Interest, Tax & Depreciation	5000.54	(2460.49)
Less: Net Interest & Finance Cost	1284.39	3665.48
Less: Depreciation	435.13	1170.50
Profit before tax	3281.01	(7296.47)
Provision for Tax & Deferred tax	1426.62	(2834.83)
Profit for the year	1854.39	(4461.64)
Other comprehensive income	-	41.25
Total comprehensive income	1854.39	(4420.39)

2. PERFORMANCE and HIGHLIGHTS DURING THE YEAR

Your Directors are pleased to report a significant achievement in our financial performance.
During the year under review, the company has achieved revenue of Rs 18235.87 Lakh as
compared to Rs 9133.17 Lakh for the previous financial year. The Net Profit for the year stood
at Rs. 1854.39 Lakh against Net loss of Rs. 4461.64 Lakh in the previous year.

Your Company has executed a Share Purchase Agreement on 5^th September, 2024 with Mr. Jaimin
Kailash Gupta ("Acquirerâ) alongwith Mr. Tarachand Gangasahay Agrawal (âPAC 1â)
and Qmin Industries Limited (âPAC 2"), and the promoters/ members of the promoter
group of the Company (âSellersâ) whereby the Acquirer agreed to acquire 1,42,66,303 equity
shares (representing 60.81% of the equity share capital as on September 05, 2024) of the
Target Company from the Sellers (âUnderlying Transactionâ).

Pursuant to consummation of the Underlying Transaction, the Acquirer is to become the
promoter of the Target Company, the PACs are to become members of the promoter group of
the Target Company and the Sellers, who would cease to hold any equity shares in the Target
Company, shall cease to be promoters/ members of the promoter group of the Target
Company.

The Underlying Transaction contemplated under the SPA triggered an obligation on the
Acquirer and PACs to make the Open Offer to the public shareholders of the Target Company
in terms of Regulation 3(1) and 4 of the SEBI (SAST) Regulations. Consequently, the Open
Offer process was commenced pursuant to issuance of a public announcement on September
5, 2024, and concluded on December 10, 2024, upon payment of consideration to public
shareholders who tendered equity shares in the Open Offer, in full compliance with the
timelines prescribed in the SEBI (SAST) Regulations. Pursuant to Open Offer in accordance
with SEBI (SAST) Regulations, 14,90,500 Equity Shares were acquired Mr. Jaimin Kailash
Gupta (Acquirer).

Pursuant to Share Purchase Agreement dated September 5, 2024 (SPA) and subsequent
Amendment Agreements dated January 15, 2025 and March 06, 2025 (Amended SPAs),
51,70,540 Equity Shares were transferred from Sellers to Mr. Jaimin Kailash Gupta (Acquirer)
during the Financial Year ended 31.03.2025.

Your Company has covered the journey of loss of Rs. 4461.64 for the previous financial year to
the Net Profit Rs. 1854.39 Lakh for the current year thereby mark a significant turning point
for the Company. This remarkable improvement is a testament to the strong foundation of our
management team and the support of our Acquirer, Mr. Jaimin Kailash Gupta.

Your Company looks forward to strengthen its operations and curtailing expenditure, that will
help to improve its results and profitability.

3. DIVIDEND

Your Directors do not recommend payment of any Dividend for the financial year ended 31st
March, 2025.

4. INDIAN ACCOUNTING STANDARD (IND AS)

The company has adopted Indian Accounting Standards (IND AS) with effect from 1st April,
2017, pursuant to the notification of Companies (Indian Accounting Standard) Rules, 2015
issued by the Ministry of Corporate Affairs.

5. COMPLIANCE OF SECRETARIAL STANDARDS

During the year, the Company has complied with the requirements of the Applicable
Secretarial Standards i.e. SS-1 and SS-2 relating to âMeeting of Board of Directorsâ and
âGeneral Meetingsâ respectively issued by Institute of Company Secretaries of India.

5. RESERVES AND SURPLUS

The Company has not transferred any amount to General Reserves for the Financial Year 2024Â¬
25.

6. SHARE CAPITAL

The paid up Equity Share Capital as at 31st March, 2025 stood at Rs. 2345.98 Lakhs. During
the year under review, the Company has neither made any issue of equity shares with
differential voting rights nor has granted any stock options or sweat equity. The Company has
no scheme of provision of money for purchase of its own shares by employees or by trustees
for the benefit of employees.

7. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

Separate report on Corporate Governance and Management Discussion & Analysis, as
required under the SEBI Listing Regulations are forming parts of the Annual Report.

The requisite certificate from Practicing Company Secretary confirming the compliance with
the condition of Corporate Governance along with the observation is attached to the Report on
Corporate Governance.

8. MATERIAL CHANGES, IF ANY:

A. Completion of SPA:

The proposed acquisition/ Underlying Transaction of acquisition of 1,42,66,303
(One Crore Forty-Two Lakhs Sixty Six Thousand Three Hundred Three) Equity
Shares (âSale Sharesâ) of face value ^ 10/-each representing 60.81% of the Equity
Share Capital of the Target Company, as mentioned in Para 2 above was completed
on 10^th July, 2025 and Mr. Jaimin Kailash Gupta (âAcquirerâ) and Tarachand
Gangasahay Agrawal (âPAC 1â) and Qmin Industries Limited (âPAC 2â) have
acquired control over the Company.

B. Changes in Promoters of the Company and their Shareholding.

Consequent to the consummation of the Underlying Transaction as per SPA, Mr.
Jaimin Kailash Gupta (âAcquirerâ), acquired 1,09,81,931 Equity Shares and also reÂ¬
classified as âPromoterâ and Mr. Tarachand Gangasahay Agrawal (âPAC 1â) acquired
11,72,990 Equity Shares and Qmin Industries Limited (âPAC 2â) which holds
21,11,382 Equity Shares and re-classified as âPromoter Groupâ.

C. Changes in Management and KMP:

1. Pursuant to the completion of SPA dated 05.09.2024, Mr. Jaimin Kailash Gupta
(DIN: 06833388) was appointed as Chairman and Managing Director and Mr.
Tarachand Gangasahay Agrawal (DIN: 00465635) as Whole time Director of the
Company for a term of 3 (three) years commencing from July 05, 2025, as
regularied by the members at the Extra ordinary General Meeting held on 19th
August, 2025.

2. Mr. Vinod Parmanand Arora (DIN: 00007065), Mr. Ashish V Shah (DIN:
00007201) has resigned as Managing Director, Mr. Kalpesh V Shah (DIN:
00007262) has resigned as Executive Director and Mr. Hiten M Parikh (DIN:
01686215) resigned as Non-Executive and Independent Director of the Company.
All resignations were approved by Board of Directors of the company w.e.f. 05th
July, 2025.

3. Mr. Ketan Uttamchand Desai, Chief Financial Officer (CFO) of the company has
resigned from the company w.e.f. 12th April, 2025. Mr. Jayesh Parmar has been
appointed as CFO of the Company, w.e.f. 5th July, 2025.

The designation of Mr. Nipun Arora changed from Whole time director to NonÂ¬
Executive Director, w.e.f. July 5, 2025.

Mr. Ravi Jitendra Modi (Din: 10932249) was appointed as a Additional (NonÂ¬
Executive and Independent) Director for a term of 5 (Five) years with effect from
July 15, 2025, duly regularised by Members at their meeting held on 19th August,
2025.

D. Preferential Issue/Private Placement of Shares:

Yours Directors in the Board Meeting held on Thursday, January 30, 2025 approved
to raise funds (to create, offer, issue and allot) by way of preferential issue on a
private placement basis and got the approval of Members by way of Special
resolution in the Extra-Ordinary Meeting of Shareholders held on 1st March, 2025
The Company got the In-principal approval of NSE on 23.04.2025 and BSE on

06.05.2025.

The Board of Directors of the Company had allotted 23,04,539 equity shares on

17.05.2025, issued to the persons belonging to public category pursuant to the
preferential issue.

E. Change in Registered Office of the Company:

The company has shifted its Registered office from 191 Shahwadi, Near old octroi
naka, Narol Sarkhej Highway, Narol, Ahmedabad, Gujarat, India, 382405 to 188/2,
Ranipur Village, Opp. CNI Church, Narol, Ahmedabad, Gujarat, India, 382405, w.e.f.
15th July, 2025.

F. Bank Debt-Free Status:

As of 03.06.2025, we have successfully repaid all outstanding bank loans in full and are now
officially a bank debt-free.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

10. FIXED DEPOSITS

During the year under review no Fixed deposit were accepted by the Company. There are no
deposits which are not in compliance with the requirements of Chapter V of the Companies
Act, 2013.

11. INSURANCE AND CLAIMS

All properties and insurable interests of the company including building, plant and machinery
and stocks wherever necessary and to the extent required have been adequately insured.

12. SUBSIDIARY COMPANIES /JOINT VENTURES/ASSOCIATE COMPANIES

Company is not having any Subsidiary, associate company and Joint venture as defined under
the provisions of Companies Act, 2013 whose accounts are to be consolidated with the accounts
of the company.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

For all related party transactions prior omnibus approval of the Audit Committee is obtained
on a yearly basis for the transactions which are of foreseen and repetitive nature and such
approval is in interest of the Company. Transactions entered into, pursuant to the omnibus
approval so granted, are audited and a statement giving details of all related party transactions
is placed before the Audit Committee and the Board of Directors for their approval.

A detailed report on material contracts and arrangements made during the financial year 2024Â¬
25, being arm''s length transactions have been reported and annexed hereto in form AOC-2 as

Annexure -A forming part of this report.

There are no materially significant related party transactions made by the company with
promoters, key managerial personnel or other designated persons which may have potential
conflict with interest of the company at large.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the
Board is uploaded on the Company''s website at the web link
http://www.aarveedenims.com/investors/ corporate-governance/

14. AUDIT COMMITTEE

Details pertaining to Composition of Audit Committee are included in Corporate Governance
Report. All recommendations made by were accepted by Board.

15. RISK MANAGEMENT

The Company has adopted a Risk Management Policy for a systematic approach to control risks.
The Risk Management Policy of the Company lays down procedures for risk identification,
evaluation, monitoring, review and reporting. The Risk Management Policy has been
developed and approved by the Senior Management in accordance with the business strategy.

16. INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Company has in place an adequate system of internal controls. It has documented policies
and procedures covering all financial and operating functions and processes. These have been
designed to provide a reasonable assurance with regard to maintaining of proper accounting
controls for ensuring reliability of financial reporting, monitoring of operations, protecting
assets from unauthorized use or losses and compliance with regulations.

17. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

1) Changes in Directors and Key Managerial Personnel

1. Regularization of Mr. Hiten Parikh, Mr. Kandarp Trivedi, Mr. Ankit N. Mittal from
Additional Directors to Directors (Non-Executive-Independent Director), as approved
by members through Postal Ballot dated 01st July, 2024.

2. Mr. Nipun Arora was re-appointed as whole time director for three years w.e.f.
11.08.2024 and Mrs. Aarti Thakkar was re-appointed as an Independent Director for
five years w.e.f. 14.11.2024 at the Annual General meeting held on 28th September,
2024.

Information regarding the meeting of directors and remuneration etc. is given in the
Corporate Governance report attached with the report.

The company is having following Key Managerial Personnel as end of Financial year 2024Â¬
25: -

S. No.	Key Managerial Personnel	Designation
1	Mr. Vinod P. Arora, (DIN: 00007065)	Chairman & Managing Director
2	Mr. Ashish V. Shah, (DIN: 00007201)	Managing Director
3	Mr. Kalpesh V. Shah, (DIN: 00007262)	Whole Time Director
4	Mr. Nipun Arora, (DIN: 00989835)	Whole Time Director
5	Mrs. Abira Mansuri	Company Secretary

2) Declaration by an Independent Director(s)

All Independent Directors have given declarations that they meet the criteria of independence
as laid down under Section 149 (6) of the Act and Regulation 16 (1) (b) of the Listing
Regulations. In the opinion of the Board, they fulfill the conditions of independence as specified
in the Act and the Rules made there under and are independent of the management. The detail
terms of Independent Directors are disclosed on the Company''s website with the following link
http://www. aarvee-denims.com/script-code-stock-exchanges.html

3) Annual Evaluation of Board Performance and Performance of its Committees and of
Directors

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an
annual performance evaluation of its own performance and, the Directors individually
and as well as the evaluation of the working of its Committees. The criteria applied in
evaluation process are explained in the Corporate Governance Report.

4) NUMBER OF MEETINGS OF THE BOARD

During the year under review, Seven board meetings were convened and held, the details
of which are given in the corporate governance report. The intervening gap between the
meetings was within the period prescribed under the Act and the Listing Regulations.

5) COMMITTEES OF BOARD OF DIRECTORS

Your Company has several Committees which have been established as part of best
corporate governance practices and are in compliance with the requirements of the
relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders'' Grievances and Relationship Committee

d. Corporate Social Responsibility Committee

e. Share Transfer Committee

f. Risk Management Committee

A detailed note on the committees with respect to composition, meetings, powers, and terms
of reference is provided under the corporate governance report section in this Annual Report.

6) DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been
followed and that there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent, so as to give a true and fair
view of the state of affairs of the Company as at 31st March, 2024 and of the Profit of the
Company for the year ended on that date;

(iii) they 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) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are operating effectively; and

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

18. CORPORATE SOCIAL RESPONSIBILITY

In Accordance with section 135 of the Act and Rules framed thereunder, the Company has
constituted a Corporate Social Responsibility (âCSRâ) Committee of Directors. However, the
provisions of Corporate Social Responsibility (CSR) are not applicable to the Company for the
Financial year under review as it doesn''t meets any of the criteria as per Section 135 (1) of the
Companies Act, 2013 in the preceding financial year.

19. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy
on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with
the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to
employees at the workplace and prevent and redress complaints of sexual harassment and for
matters connected or incidental thereto, with the objective of providing a safe working
environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year
2024-25.

20.VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and
Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a
Vigil Mechanism or ''Whistle Blower Policy'' for Directors, employees and other stakeholders to
report genuine concern has been established. The same is uploaded on the website of the
Company http://www.aarvee-denims.com/ pdfs/vigil-machanism.pdf. It is affirmed that no
personnel of the Company have been denied access to the Audit Committee.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals
which would impact the going concern status of the Company and its future operations.

22. AUDITORS

(1) Statutory Auditors

M/s. Pankaj R. Shah & Associates, Chartered Accountant, Ahmedabad (Firm registration
No.107361W) were appointed in the 33^rd Annual General Meeting of the Company as
Statutory Auditors to hold office for five years from the conclusion of the 33^rd Annual
General Meeting till the conclusion of 38^th Annual General Meeting of the Company.

M/s. Pankaj R. Shah & Associates, Chartered Accountant, Ahmedabad (Firm registration
No.107361W) statutory auditors of the Company have submitted the Audit Reports for
Audited Standalone Financial Results of the Company for the Financial year ended 31^stMarch 2025 with unmodified opinion, except there was a shortfall in investing in âLiquid

Assets'' regarding which the Company is taking steps to do compliances for the same under
the guidance of new management

(2) Cost Auditors

The company has received a consent letter from the cost auditors M/s. N. D. Birla and Co.,
Cost Accountant to the effect that their appointment, if made, would be within the
prescribed limits under section 141(3) (g) of the Companies Act, 2013 and that they are
not disqualified for appointment. The board of Directors of the company at its meeting
held on 27th May, 2025 appointed M/s. N. D. Birla & Co., Cost Accountants as the cost
auditors of the Company to conduct the audit of cost records maintained by the Company
as required by the Companies (Cost Records and Audit) Rules 2014 as amended from time
to time.

The members are requested to ratify the remuneration to be paid to the cost auditors of
the company

(3) Secretarial Auditors

1. Observations was raised for a notice from BSE & NSE for delay in reporting of
Regulation 24 A of SEBI (LODR) Regulations,2015 regarding which the Company has filed
an application for waiver of penalty with stock exchange and that is under process. 2.
Observations was raised also that the Company has made default in payment/repayment
of principal amount from banks/FI as on 30.06.2024 regarding which the Company has
taken steps and there has been no default after the Quarter ended 30.06.2024. 3.
Regarding default made in payment of interest to Fixed deposit holders and maintaining
adequate liquid assets in deposit repayment reserve account, the Company is taking steps
to do compliances for the same under the guidance of new management. With respect of
maintaining SDD register, and policies, the Company is working on steps to update it
timely as per the amended provisions as applicable.

23. FRAUD REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER
THAN THOSE TO REPORTABLE TO CENTRAL GOVERNMENT:

During the year under review, the Statutory Auditors and Secretarial Auditor have not
reported any instances of fraud committed in the Company by its officers or Employees to the
Audit Committee under Section 143(12) of the Companies Act, 2013

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

The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 (3) of The
Companies (Accounts) Rules, 2014, is annexed as Annexure - D.

25. PARTICULARS OF EMPLOYEES AND REMUNERATION

26. ANNUAL RETURN

The extract of Annual Return is no longer required to be attached with the Director''s Report
u/s 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies
(Management & Administration) Rules, 2014 vide notifications issued by Ministry of
Corporate Affairs (MCA) dated 28/08/2020 and 05/03/2021.

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the
Companies Act, 2013 read with Rule 12 of Companies (Management and Administration)
Rules, 2014, the copy of the Annual Return of the Company for the Financial Year ended on
31.03.2024 in Form MGT-7 is available on website of the Company
http://www.aarveedenims.com.

27. INDUSTRIAL RELATIONS

The industrial relations continued to be generally peaceful and cordial.

28. TRANSFER OF AMOUNT/SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

The amounts which remained unpaid or unclaimed for a period of seven years have been
transferred by the company, from time to time on due dates, to the Investor Education and
Protection Fund.

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
as amended till date, transfer of shares held by the shareholders of the Company whose
dividends are unpaid for a consecutive period of 7 years or more to the Demat A/c of the
Investor Education and protection fund authority opened by the IEPF Authority in terms of the
aforesaid Rules

Pursuant to the provision of Investor Education and Protection Fund (Uploading of information
regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, there are no
unpaid and unclaimed amounts lying with the Company as on 28^th September 2024 (date of last
Annual General Meeting).

The Company has Company Secretary as Nodal Officer under the provisions of the Investor
Education and Protection Fund.

29. REGULATORY STATEMENT

The Equity shares of your company are listed on the BSE Limited (BSE) and the National Stock
Exchange of India Limited (NSE).

The Company has paid the listing fees for the year 2024-25 as well as for 2025-26 to above
stock exchanges.

30. INFORMATION TECHNOLOGY

Your company keeps in line with the ongoing technological developments taking place in the
country and worldwide. The information technology adopted by the company serves as an
important tool of internal control as well as providing the benefits of modern technology to its

esteemed customers. Company is taking utmost precautions for the security of data and having
a dedicated team for this. During the financial year 2024-2025 there was no instance of cyber
security breach happened in the company.

31.CREDIT RATING

Credit rating from for bank loan facility and Fixed Deposit was obtained from Infomerics
Valuation and Ratings Private Limited on 30^th August,2024. The rating was as under:

Instrument/Facility	Amount (Rs. Crore)	Ratings
Long Term BankFacilities	91.84(reduced from 206.59)	IVR D
Short Term BankFacilities	30.10(reduced from 62.55)	IVR D
Term Deposit programme (long term)	IND tD(ISSUER NOT COOPERATING)

ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations
and Agencies for their continued help and co-operation extended by them. The Directors also
gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers,
vendors, banks and other business partners for the excellent support received from them
during the year and look forward to their continued support in future. The Directors place on
record their sincere appreciation to all employees of the Company for their unstinted
commitment and continued contribution to the Company.

BY ORDER OF BOARD OF DIRECTORS

Sd/-

Jaimin Kailash Gupta

Place: Ahmedabad Chairman and Managing Director

Date:03.09.2025 DIN: 06833388

Registered Office:

188/2, Ranipur Village,

Opp. CNI Church, Narol,

Ahmedabad - 382 405, Gujarat, India

Mar 31, 2024

Your Directors have pleasure in presenting the 35^th Annual Report on the business and operations of your Company together with the audited accounts for the financial year ended 31st March, 2024.

1. FINANCIAL RESULTS

Your Company''s performance during the year is as below:

('' in Lakhs)

Particulars	Year ended 31.03.2024	Year ended 31.03.2023
Total Revenue	9133.17	26,609.59
Profit before Interest, Tax & Depreciation	(2460.49)	(2,316.91)
Less: Net Interest & Finance Cost	3665.48	4,590.15
Less: Depreciation	1170.50	2,527.90
Profit before tax	(7296.47)	(9,434.97)
Provision for Tax & Deferred tax	(2834.83)	(2,930.07)
Profit for the year	(4461.64)	(6,504.90)
Other comprehensive income	41.25	11.50
Total comprehensive income	(4420.39)	(6,493.40)

2. PERFORMANCE DURING THE YEAR

During the year under review, the company has achieved revenue of Rs 9133.17 Lakh as compared to '' 26609.59 Lakh for the previous financial year. The Net loss for the year stood at '' 4461.64 Lakh against '' 6504.90 Lakh in the previous year.

Your Company looks forward to strengthen its operations by curtailing expenditure, asset monetization and debt reduction, etc. This would help the Company to improve its results and profitability.

3. DIVIDEND

Your Directors do not recommend payment of any Dividend for the financial year ended 31^st March, 2024.

4. INDIAN ACCOUNTING STANDARD (IND AS)

The company has adopted Indian Accounting Standards (IND AS) with effect from 1^st April, 2017, pursuant to the notification of Companies (Indian Accounting Standard) Rules, 2015 issued by the Ministry of Corporate Affairs. Hence, previous year''s figures have been regrouped and reclassified, wherever considered necessary to confirm the figures represented in the current period.

5. COMPLIANCE OF SECRETARIAL STANDARDS

During the year, the Company has complied with the requirements of the Applicable Secretarial Standards i.e. SS-1 and SS-2 relating to "Meeting of Board of Directors" and "General Meetings" respectively issued by Institute of Company Secretaries of India.

6. RESERVES AND SURPLUS

The Company has not transferred any amount to General Reserves for the Financial Year 2023-24.

7. SHARE CAPITAL

The paid up Equity Share Capital as at 31^st March, 2024 stood at '' 2345.98 Lakhs. During the year under review, the Company has neither made any issue of equity shares with differential voting rights nor has granted any stock options or sweat equity. The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

8. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

Separate report on Corporate Governance and Management Discussion & Analysis, as required under the SEBI Listing Regulations are forming parts of the Annual Report.

The requisite certificate from Practicing Company Secretary confirming the compliance with the condition of Corporate Governance along with the observation is attached to the Report on Corporate Governance.

9. MATERIAL CHANGES, IF ANY

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

As a part of Asset monetization and Debt Reduction plan, the Company is in ongoing process of selling its undertaking of Sari Unit, Vijay Farm Unit with parts of machineries.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

11. FIXED DEPOSITS

During the year under review no Fixed deposit were accepted by the Company. There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

12. INSURANCE AND CLAIMS

All properties and insurable interests of the company including building, plant and machinery and stocks wherever necessary and to the extent required have been adequately insured.

13. SUBSIDIARY COMPANIES /JOINT VENTURES/ASSOCIATE COMPANIES

Company is not having any Subsidiary, associate company and Joint venture as defined under the provisions of Companies Act, 2013 whose accounts are to be consolidated with the accounts of the company.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

For all related party transactions prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of foreseen and repetitive nature and such approval is in interest of the Company. Transactions entered into, pursuant to the omnibus approval so granted, are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval.

A detailed report on material contracts and arrangements made during the financial year 2023-24, being arm''s length transactions have been reported and annexed hereto in form AOC-2 as Annexure -A forming part of this report.

There are no materially significant related party transactions made by the company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the company at large.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board is uploaded on the Company''s website at the web link http://www.aarveedenims.com/investors/ corporate-governance/

15. AUDIT COMMITTEE

Details pertaining to Composition of Audit Committee are included in Corporate Governance Report. All recommendations made by were accepted by Board.

16. RISK MANAGEMENT

The Company has adopted a Risk Management Policy for a systematic approach to control risks. The Risk Management Policy of the Company lays down procedures for risk identification, evaluation, monitoring, review and reporting. The Risk Management Policy has been developed and approved by the Senior Management in accordance with the business strategy.

17. INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Company has in place an adequate system of internal controls. It has documented policies and procedures covering all financial and operating functions and processes. These have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses and compliance with regulations.

18. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

1) Changes in Directors and Key Managerial Personnel

In accordance with the provision of Section 152 (6) of the Companies Act, 2013 and Articles of Association of the Company, Mr. Kalpesh V Arora, (DIN:00007262), Whole time Director shall retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer himself for re-appointment. The Board recommends his re-appointment.

Mr. Sanjay Majmudar, Mr. Amol Dalal and Mr. Ashok Gandhi ceased to be the Independent Directors of the Company on completion of their tenure on March 31, 2024

The Board places on record its appreciation towards valuable contribution made by them during their tenure as Directors of the Company.

During the FY 2023-24, based on the recommendation of the NRC and the Board, the shareholders have approved the appointment of Mr. Hiten M. Parikh , Mr. Kandarp G. Trivedi and Mr. Ankit N. Mittal as Independent Directors of the Company for a term of 5 years with effect from April 01, 2024 upto March 31, 2029.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has proposed that Mrs. Aarti Thakkar (DIN: 8603909), be re-appointed as an Independent Director on the Board of the Company. Mrs. Aarti Thakkar (DIN: 8603909), has fulfilled all the criteria to be reappointed as an Independent Director of the company . Mrs. Aarti Thakkar is proposed to be appointed as Independent directors to hold office for five consecutive years from 14.11.2024 to 14.11.2029 as per the provisions of Section 149, 152 read with Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015. The Board recommends her re-appointment at the forthcoming AGM.

Mr. Hiten M. Parikh (DIN: 01686215), Mr. Kandarp G. Trivedi (DIN: 00314065), Mr. Ankit N. Mittal (DIN: 10056094) & Mrs. Aarti Thakkar (DIN: 08603909) being independent directors are not eligible for retire by rotation and hold office for five consecutive years for a term from the date

ot tneir appointment by tne Board ot Directors as per me provisions ot Section 149, 152 reaa with Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Information regarding the meeting of directors and remuneration etc. is given in the Corporate Governance report attached with the report.

The company is having following Key Managerial Personnel: -

S. No.	Key Managerial Personnel	Designation
1	Mr. Vinod P. Arora, (DIN: 00007065)	Chairman & Managing Director
2	Mr. Ashish V. Shah, (DIN: 00007201)	Managing Director
3	Mr. Kalpesh V. Shah, (DIN: 00007262)	Whole Time Director
4	Mr. Nipun Arora, (DIN: 00989835)	Whole Time Director
5	Mr. Ketan Desai	Chief Financial Officer
7	Mrs. Abira Mansuri	Company Secretary

2) Declaration by an Independent Director(s)

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16 (1) (b) of the Listing Regulations. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management. The detail terms of Independent Directors are disclosed on the Company''s website with the following link http:// www.aarvee-denims.com/script-code-stock-exchanges.html

3) Annual Evaluation of Board Performance and Performance of its Committees and of Directors

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance and, the Directors individually and as well as the evaluation of the working of its Committees. The criteria applied in evaluation process are explained in the Corporate Governance Report.

19. NUMBER OF MEETINGS OF THE BOARD

During the year under review, Seven board meetings were convened and held, the details of which are given in the corporate governance report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

20. COMMITTEES OF BOARD OF DIRECTORS

Your Company has several Committees which have been established as part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders'' Grievances and Relationship Committee

d. Corporate Social Responsibility Committee

e. Share Transfer Committee

f. Risk Management Committee

A detailed note on the committees with respect to compositton, meettngs, powers, and terms of reference is provided under the corporate governance report sectton in this Annual Report.

21. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Sectton 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparatton of the annual accounts, the applicable accounttng standards have been followed and that there are no material departures;

(ii) they have selected such accounttng policies and applied them consistently and made judgments and esttmates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the Profit of the Company for the year ended on that date;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounttng records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventtng and detecttng fraud and other irregularittes;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operattng effecttvely; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operattng effecttvely.

22. CORPORATE SOCIAL RESPONSIBILITY

In Accordance with sectton 135 of the Act and Rules framed thereunder, the Company has constttuted a Corporate Social Responsibility ("CSR") Committee of Directors. The details of compositton of CSR Committee are given in the Corporate Governance Report.

The details of CSR policy and CSR spending by the Company have been provided as Annexure-B to this report, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

23. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Preventton, Prohibitton and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Preventton, Prohibitton and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protectton to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objecttve of providing a safe working environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year 2023-24.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Sectton 177(9) & (10) of the Companies Act, 2013 and Regulatton 22 of SEBI (Listtng Obligatton and Disclosure Requirement) Regulattons, 2015, a Vigil Mechanism or ''Whistle Blower Policy'' for Directors, employees and other stakeholders to report genuine concern has been established. The same is uploaded on the website of the Company http://www.aarvee-denims.com/ pdfs/vigil-machanism.pdf. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operattons.

26. AUDITORS

(1) Statutory Auditors

M/s. Pankaj R. Shah & Associates, Chartered Accountant, Ahmedabad (Firm registration No.107361W) were appointed in the 33^rd Annual General Meeting of the Company as Statutory Auditors to hold office for five years from the conclusion of the 33^rd Annual General Meeting till the conclusion of 38^th Annual General Meeting of the Company.

M/s. Pankaj R. Shah & Associates, Chartered Accountant, Ahmedabad (Firm registration No.107361W) statutory auditors of the Company have submitted the Audit Reports for Audited Standalone Financial Results of the Company for the Financial year ended 31^st March 2024 with unmodified opinion.

(2) Cost Auditors

The company has received a consent letter from the cost auditors M/s. N. D. Birla and Co., Cost Accountant to the effect that their appointment, if made, would be within the prescribed limits under section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for appointment. The board of Directors of the company at its meeting held on 29^th May, 2024 appointed M/s. N. D. Birla & Co., Cost Accountants as the cost auditors of the Company to conduct the audit of cost records maintained by the Company as required by the Companies (Cost Records and Audit) Rules 2014 as amended from time to time.

The members are requested to ratify the remuneration to be paid to the cost auditors of the company

(3) Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Tapan Shah, Practicing Company Secretary (COP No. 2839) for conducting Secretarial Audit of the Company for the financial year ended on 31^st March, 2024. The Secretarial Audit report of Mr. Tapan Shah. Practicing Company Secretary along with the observations for the financial year ended 31^st March, 2024, is annexed as Annexure - C. Observations was raised for a notice from BSE & NSE for delay in reporting of Regulation 24 A of SEBI (LODR) Regulations,2015,the Company has filed waiver of penalty with stock exchange and that is under process. The Company has made default in payment/repayment of principal amount from banks/FI for which disclosures are made by the company to stock exchange. Regarding default made in payment of interest to Fixed deposit holders and maintaining adequate liquid assets in deposit repayment reserve account, the Company is taking steps regarding them.

27. FRAUD REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE TO REPORTABLE TO CENTRAL GOVERNMENT:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of fraud committed in the Company by its officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 (3) of The Companies (Accounts) Rules, 2014, is annexed as Annexure - D.

29. PARTICULARS OF EMPLOYEES AND REMUNERATION

30. ANNUAL RETURN

The extract of Annual Return is no longer required to be attached with the Director''s Report u/s 134(3) (a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management & Administratton) Rules, 2014 vide nottficattons issued by Ministry of Corporate Affairs (MCA) dated 28/08/2020 and 05/03/2021.

Pursuant to Sub-sectton 3(a) of Sectton 134 and Sub-sectton (3) of Sectton 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administratton) Rules, 2014, the copy of the Annual Return of the Company for the Financial Year ended on 31.03.2024 in Form MGT-7 is available on website of the Company http://www.aarveedenims.com.

31. INDUSTRIAL RELATIONS

The industrial relattons conttnued to be generally peaceful and cordial.

32. TRANSFER OF AMOUNT/SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

The amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the company, from ttme to ttme on due dates, to the Investor Educatton and Protectton Fund.

Pursuant to the provisions of Sectton 124(6) of the Companies Act, 2013 read with the Investor Educatton and Protectton Fund Authority (Accounttng, Audit, Transfer and Refund) Rules, 2016 as amended ttll date, transfer of shares held by the shareholders of the Company whose dividends are unpaid for a consecuttve period of 7 years or more to the Demat A/c of the Investor Educatton and protectton fund authority opened by the IEPF Authority in terms of the aforesaid Rules

Pursuant to the provision of Investor Educatton and Protectton Fund (Uploading of informatton regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, there are no unpaid and unclaimed amounts lying with the Company as on 28^th September 2024 (date of last Annual General Meettng).

The Company has Company Secretary as Nodal Officer under the provisions of the Investor Educatton and Protectton Fund.

33. REGULATORY STATEMENT

The Equity shares of your company are listed on the BSE Limited (BSE) and the Nattonal Stock Exchange of India Limited (NSE).

The Company has paid the listtng fees for the year 2023-24 as well as for 2024-25 to above stock exchanges.

34. INFORMATION TECHNOLOGY

Your company keeps in line with the ongoing technological developments taking place in the country and worldwide. The informatton technology adopted by the company serves as an important tool of internal control as well as providing the benefits of modern technology to its esteemed customers. Company is taking utmost precauttons for the security of data and having a dedicated team for this. During the financial year 2024-2025 there was no instance of cyber security breach happened in the company.

35. CREDIT RATING

Credit rating from Infomerics Valuation and Ratings Private Limited was obtained for bank loan facility and India Rating and Research Private Limited for Deposit. The rating was as under:

Annual Surveillance of both Rating are in process by Infomerics Valuation and Ratings Private Limited

Instrument/Facility	Amount ('' Crore)	Ratings
Long Term BankFacilities	206.59	IVR D
Short Term BankFacilities	62.55	IVR D
Term Deposit programme (long term)	IND tD(ISSUER NOT COOPERATING)

ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for their continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year and look forward to their continued support in future. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

BY ORDER OF BOARD OF DIRECTORS Vinod Arora

Place: Ahmedabad Chairman & Managing Director

Date:09.08.2024 DIN:00007065

Registered office:

191, Shahwadi,

Nr. Old Octroi Naka, Narol - Sarkhej Highway, Narol, Ahmedabad - 382 405 CIN: L17110GJ1988PLC010504

Mar 31, 2023

Your Directors have pleasure in presenting the 34^thAnnual Report on the business and operations of your Company together with the audited accounts for the financial year ended 31^st March, 2023.

1. FINANCIAL RESULTS

Your Company''s performance during the year is as below:

('' in Lakhs)

Particulars	Year ended 31.03.2023	Year ended 31.03.2022
Total Revenue	26,609.59	43955.52
Profit before Interest, Tax & Depreciation	(2,316.91)	593.51
Less: Net Interest & Finance Cost	4,590.15	4,307.97
Less: Depreciation	2,527.90	2,630.56
Profit before tax	(9,434.97)	(6,345.01)
Provision for Tax & Deferred tax	(2,930.07)	(2,202.74)
Profit for the year	(6,504.90)	(4142.27)
Other comprehensive income	11.50	12.59
Total comprehensive income	(6,493.40)	(4129.68)

2. PERFORMANCE DURING THE YEAR

During the year under review, the company has achieved revenue of Rs 26,609.59 Lakh as compared to '' 43955.52 Lakh for the previous financial year. The Net loss for the year stood at '' 6504.90 Lakh against '' 4142.27 Lakh in the previous year.

Your Company looks forward to strengthen its operations by curtailing expenditure, asset monetization and debt reduction, etc. This would help the Company to improve its results and profitability.

3. DIVIDEND

Your Directors do not recommend payment of any Dividend for the financial year ended 31^st March, 2023.

4. INDIAN ACCOUNTING STANDARD (IND AS)

5. COMPLIANCE OF SECRETARIAL STANDARDS

6. RESERVES AND SURPLUS

The Company has not transferred any amount to General Reserves for the Financial Year 2022-23.

7. SHARE CAPITAL

The paid up Equity Share Capital as at 31^st March, 2023 stood at '' 2345.98 Lakhs. During the year under review, the Company has neither made any issue of equity shares with differential voting rights nor has granted any stock options or sweat equity. The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

8. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

Separate report on Corporate Governance and Management Discussion & Analysis, as required under the SEBI Listing Regulations are forming parts of the Annual Report.

The requisite certificate from Practicing Company Secretary confirming the compliance with the condition of Corporate Governance along with the observation is attached to the Report on Corporate Governance.

9. MATERIAL CHANGES, IF ANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial relate and the date of this report except the approval of shareholders was taken by Postal Ballot for Sale Substantial Part of Undertaking (Vijay Farm Unit) i.e. Land and Building & Plant and Machinery of the Company.

The Company is in process of selling its undertaking of Sari Unit and Vijay Farm unit with parts of machineries for which shareholders'' approval was taken earlier. Once the bank consent to the sale is received the Company will inform accordingly.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

11. FIXED DEPOSITS

During the year under review no Fixed deposit were accepted by the Company. There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

12. INSURANCE AND CLAIMS

All properties and insurable interests of the company including building, plant and machinery and stocks wherever necessary and to the extent required have been adequately insured.

13. SUBSIDIARY COMPANIES /JOINT VENTURES/ASSOCIATE COMPANIES

Company is not having any Subsidary, associate company and Joint venture as defined under the provisions of Companies Act, 2013 whose accounts are to be consolidated with the accounts of the company.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval.

A detailed report on material contracts and arrangements made during the financial year 2022-23, being arm''s length transactions have been reported and annexed hereto in form AOC-2 as Annexure -A forming part of this report.

There are no materially significant related party transactions made by the company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the company at large.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board is uploaded on the Company''s website at the web link http://www.aarveedenims.com/investors/ corporate-governance/

15. AUDIT COMMITTEE

Details pertaining to Composition of Audit Committee are included in Corporate Governance Report. All recommendations made by were accepted by Board.

16. RISK MANAGEMENT

The Company has adopted a Risk Management Policy for a systematic approach to control risks. The Risk Management Policy of the Company lays down procedures for risk identification, evaluation, monitoring, review and reporting. The Risk Management Policy has been developed and approved by the Senior Management in accordance with the business strategy.

17. INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Company has in place an adequate system of internal controls. It has documented policies and procedures covering all financial and operating functions and processes. These have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses and compliance with regulations.

18. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

1) Changes in Directors and Key Managerial Personnel

In accordance with the provision of Section 152 (6) of the Companies Act, 2013 and Articles of Association of the Company, Mr. Nipun V Arora, (DIN: 00989835), Whole time Director shall retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer himself for re-appointment. The Board recommends his re-appointment.

Mr. Amol Dalal (DIN: 00458885), Mr. Ashok Gandhi (DIN: 00022507), Mr. Sanjay Majmudar (DIN: 00091305) & Mrs. Aarti Thakkar (DIN: 08603909) being independent directors are not eligible for retire by rotation and hold office for five consecutive years for a term from the date of their appointment by the Board of Directors as per the provisions of Section 149, 152 read with Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Information regarding the meeting of directors and remuneration etc. is given in the Corporate Governance report attached with the report.

S. No.	Key Managerial Personnel	Designation
1	Mr. Vinod P. Arora, (DIN: 00007065)	Chairman & Managing Director
2	Mr. Ashish V. Shah, (DIN: 00007201)	Managing Director
3	Mr. Kalpesh V. Shah, (DIN: 00007262)	Whole Time Director
4	Mr. Nipun Arora, (DIN: 00989835)	Whole Time Director
5	Mr. Ketan Desai	Chief Financial Officer
7	Mrs. Abira Mansuri*	Company Secretary
8	Mr. Rahul Makwana **	Company Secretary

* Mrs. Abira Mansuri Company Secretary of the company has appointed w. e.f. 08.07.2023.

** Mr. Rahul Makwana Company Secretary of the Company resigned w.e.f. 07.04.2023.

2) Declaration by an Independent Director(s)

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16 (1) (b) of the Listing Regulations. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management. The detail terms of Independent Directors are disclosed on the Company''s website with the following link http://www. aarvee-denims.com/script-code-stock-exchanges.html

3) Annual Evaluation of Board Performance and Performance of its Commitiees and of Directors

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance and, the Directors individually and as well as the evaluation of the working of its Committees. The criteria applied in evaluation process are explained in the Corporate Governance Report.

19. NUMBER OF MEETINGS OF THE BOARD

During the year under review, Five board meetings were convened and held, the details of which are given in the corporate governance report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

20. COMMITTEES OF BOARD OF DIRECTORS

Your Company has several Committees which have been established as part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders'' Grievances and Relationship Committee

d. Corporate Social Responsibility Committee

e. Share Transfer Committee

f. Risk Management Committee

A detailed note on the committees with respect to composition, meetings, powers, and terms of reference is provided under the corporate governance report section in this Annual Report.

21. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the Profit of the Company for the year ended on that date;

(iii) they 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) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

22. CORPORATE SOCIAL RESPONSIBILITY

In Accordance with section 135 of the Act and Rules framed thereunder, the Company has constituted a Corporate Social Responsibility ("CSR") Committee of Directors. The details of composition of CSR Committee are given in the Corporate Governance Report.

The details of CSR policy and CSR spending by the Company have been provided as Annexure-B to this report, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

23. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year 2022-23.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a Vigil Mechanism or ''Whistle Blower Policy'' for Directors, employees and other stakeholders to report genuine concern has been established. The same is uploaded on the website of the Company http://www.aarvee-denims.com/ pdfs/vigil-machanism.pdf. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

26. AUDITORS

(1) Statutory Auditors

M/s. Pankaj R. Shah Associates, Chartered Accountant, Ahmedabad (Firm registration No.107361W) were appointed in the 33^rd Annual General Meeting of the Company as Statutory Auditors to hold office for five years from the conclusion of the 33^rd Annual General Meeting till the conclusion of 38^th Annual General Meeting of the Company.

M/s. Pankaj R. Shah Associates, Chartered Accountant, Ahmedabad (Firm registration No.107361W) statutory auditors of the Company have submitted the Audit Reports for Audited Standalone Financial Results of the Company for the Financial year ended 31^st March 2023 with unmodified opinion.

(2) Cost Auditors

The company has received a consent letter from the cost auditors M/s. N. D. Birla and Co., Cost Accountant to the effect that their appointment, if made, would be within the prescribed limits under section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for appointment. The board of Directors of the company at its meeting held on 30^th May, 2023 appointed M/s. N. D. Birla & Co., Cost Accountants as the cost auditors of the Company to conduct the audit of cost records maintained by the Company as required by the Companies (Cost Records and Audit) Rules 2014 as amended from time to time.

The members are requested to ratify the remuneration to be paid to the cost auditors of the company

(3) Secretarial Auditors

Observation was raised for updating of some of policies and SDD Register which were considered and updated by the Company.

27. FRAUD REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE TO REPORTABLE TO CENTRAL GOVERNMENT:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of fraud committed in the Company by its officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 (3) of The Companies (Accounts) Rules, 2014, is annexed as Annexure - D.

29. PARTICULARS OF EMPLOYEES AND REMUNERATION

30. ANNUAL RETURN

The extract of Annual Return is no longer required to be attached with the Director''s Report u/s 134(3) (a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management & Administratton) Rules, 2014 vide nottficattons issued by Ministry of Corporate Affairs (MCA) dated 28/08/2020 and 05/03/2021.

Pursuant to Sub-sectton 3(a) of Sectton 134 and Sub-sectton (3) of Sectton 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administratton) Rules, 2014, the copy of the Annual Return of the Company for the Financial Year ended on 31.03.2023 in Form MGT-7 is available on website of the Company http://www.aarveedenims.com.

31. INDUSTRIAL RELATIONS

The industrial relattons conttnued to be generally peaceful and cordial.

32. TRANSFER OF AMOUNT/SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

The amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the company, from ttme to ttme on due dates, to the Investor Educatton and Protectton Fund.

Pursuant to the provision of Investor Educatton and Protectton Fund (Uploading of informatton regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, there are no unpaid and unclaimed amounts lying with the Company as on 30^th September 2023 (date of last Annual General Meettng).

The Company has Company Secretary as Nodal Officer under the provisions of the Investor Educatton and Protectton Fund.

33. REGULATORY STATEMENT

The Equity shares of your company are listed on the BSE Limited (BSE) and the Nattonal Stock Exchange of India Limited (NSE).

The Company has paid the listtng fees for the year 2022-23 as well as for 2023-24 to above stock exchanges.

34. INFORMATION TECHNOLOGY

Your company keeps in line with the ongoing technological developments taking place in the country and worldwide. The informatton technology adopted by the company serves as an important tool of internal control as well as providing the benefits of modern technology to its esteemed customers. Company is taking utmost precauttons for the security of data and having a dedicated team for this. During the financial year 2022-2023 there was no instance of cyber security breach happened in the company.

35. CREDIT RATING

Credit rating from Infomerics Valuation and Ratings Private Limited was obtained for bank loan facility and India Rating and Research Private Limited for Deposit. The rating was as under:

Instrument/Facility	Amount ('' Crore)	Ratings
Long Term BankFacilities	206.59	IVR D
Short Term BankFacilities	62.55	IVR D
Term Deposit programme (long term)	IND tD(ISSUER NOT COOPERATING)

ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for their continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year and look forward to their continued support in future. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

BY ORDER OF BOARD OF DIRECTORS Vinod P Arora

Place: Ahmedabad Chairman and Managing Director

Date: 28.08.2023 DIN: 00007065

Registered office:

191, Shahwadi,

Nr. Old Octroi Naka, Narol - Sarkhej Highway, Narol, Ahmedabad - 382 405 CIN: L17110GJ1988PLC010504

Mar 31, 2018

The Members,

The Directors have pleasure in presenting the 29^th Annual Report on the business and operations of your Company together with the audited accounts for the financial year ended 31^st March, 2018.

1. FINANCIAL RESULTS

Your Company''s performance during the year is as below:

(Rs. in Lakh)

Particulars	Year ended	Year ended
	31.03.2018	31.03.2017
Total Revenue	82,959.72	84614.24
Profit before Interest, Tax & Depreciation	8277.93	7381.74
Less: Net Interest & Finance Cost	4,345.97	3763.40
Less: Depreciation	3,294.48	3347.86
Profit before tax	637.48	270.48
Provision for Tax & Deferred tax	76.62	94.43
Profit for the year	560.85	176.05
Other comprehensive income	3.95	(57.45)
Total Comprehensive Income	564.80	118.60

2. PERFORMANCE DURING THE YEAR

During the year under review, the company has achieved revenue of Rs 82,959.72 Lakh as compared to Rs. 84614.24 Lakh for the previous financial year.

The fall in revenue during the year under review was on account of introduction of Goods & Service Tax (GST) as the domestic textile industry (especially fabric) was not prepared for the GST compliances. This led to paralyze the domestic sales market for almost 2-3 months post GST implementation.

In this backdrop, your company has delivered a growth of 12.14% in Operating Earnings before Interest, Depreciation and Taxes (EBITDA) during FY 2017-18 and Profit after Tax (PAT) was up by more than 3 times during FY 2017-18.

Your Company looks forward to further strengthen its operations by consistently focusing in embarking its profits for the coming years.

During the year ended March 31, 2018 the subsidiary company has not started its'' commercial operations and therefore no Statement of Profit and Loss has been prepared for such subsidiary for the year ended March 31, 2018. On account of above, standalone and consolidated financial results of the company for year ended March 31, 2018 remains same. However, Consolidated Financial Statements of Assets and Liabilities as at March 31, 2018 of the parent company after incorporating Financial Statements of Assets and Liabilities as at March 31, 2018 of such subsidiary has been prepared.

3. DIVIDEND

Your Directors do not recommend payment of any Dividend for the Financial year ended 31^st March, 2018, in order to conserve the resources of the Company, The Company will retain the earning for use in the future operations & Projects and strive to increase the net worth of stakeholders of the Company.

4. INDIAN ACCOUNTING STANDARD (IND AS)

5. RESERVES AND SURPLUS

The Company has not transferred any amount to General Reserves for the Financial Year 2017-18.

6. SHARE CAPITAL

The paid up Equity Share Capital as at 31^st March, 2018 stood at Rs. 2345.98 Lakhs. During the year under review, the Company has neither made any issue of equity shares with differential voting rights nor has granted any stock options or sweat equity. The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

7. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

During the financial year under review pursuant to SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 your Company has complied with all the applicable provision of Corporate Governance. Separate report on Corporate Governance and Management Discussion & Analysis, as required under the SEBI Listing Regulations are forming parts of the Annual Report.

The requisite certificate from Practicing Company Secretary confirming the compliance with the condition of Corporate Governance is attached to the Report on Corporate Governance.

8. MATERIAL CHANGES, IF ANY

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

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

10. FIXED DEPOSITS

Your company has accepted/renewed the deposits aggregating to Rs. 5110.23 Lakhs from public & Members during the year under review after complying with the provisions of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014. There has been no default in repayment of deposits or payment of interest thereon during the year under review. There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

Your directors appreciate the support which the company has received from the public and shareholders to its fixed deposit scheme.

11. INSURANCE AND CLAIMS

All properties and insurable interests of the company including building, plant and machinery and stocks wherever necessary and to the extent required have been adequately insured.

12. SUBSIDIARY COMPANIES

On November 17, 2017, the company had incorporated a subsidiary company namely M/s. Aye Ess Spinning Mills Private Limited, Ahmedabad. There after it had acquired 100% equity shares of such company and accordingly, during the year, it becomes wholly owned subsidiary company of the company. Further, during the period ended March 31, 2018 the subsidiary company has not started its'' commercial operations and therefore no Statement of Profit and Loss has been prepared for such subsidiary for the year ended March 31, 2018. On account of above, standalone and consolidated financial results of the company for year ended March 31, 2018 remains same. However, Consolidated Financial Statements of Assets and Liabilities as at March 31, 2018 of the parent company after incorporating Financial Statements of Assets and Liabilities as at March 31, 2018 of such subsidiary has been prepared.

A statement in Form AOC-I pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 containing salient features of the financial statement of subsidiaries/ associate companies/joint venture is enclosed with this report as Annexure-A.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

For all related party transactions prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of foreseen and repetitive nature and such approval is in interest of the Company. Transactions entered into, pursuant to the omnibus approval so granted, are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval.

A detailed report on material contracts and arrangements made during the financial year 2017-18, being arm''s length transactions have been reported and annexed hereto in form AOC-2 as Annexure - A forming part of this report.

There are no materially significant related party transactions made by the company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the company at large.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company''s website at the web link http://www.aarvee-denims.com/pdfs/related-party-transaction-policy.pdf

14. AUDIT COMMITTEE

Details pertaining to Composition of Audit Committee are included in Corporate Governance Report. All recommendations made by Audit Committee were accepted by Board.

15. RISK MANAGEMENT

The Company has adopted a Risk Management Policy for a systematic approach to control risks. The Risk Management Policy of the Company lays down procedures for risk identification, evaluation, monitoring, review and reporting. The Risk Management Policy has been developed and approved by the Senior Management in accordance with the business strategy.

16. INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Company has in place an adequate system of internal controls. It has documented policies and procedures covering all financial and operating functions and processes. These have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses and compliance with regulations.

17. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

1) Changes in Directors and Key Managerial Personnel

In accordance with the provision of Section 152 (6) of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajesh Arora (DIN: 00092200), Non-Executive Director shall retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer himself for re-appointment. The Board recommends his re-appointment.

Ms. Yashree Dixit (DIN: 7775794), has fulfilled all the criteria to become an Independent Director of the company hence Board has categorized her as an Independent Director w.e.f. 24.05.2018. Ms. Yashree Dixit (DIN: 7775794) is proposed to be appointed as Independent directors to hold office for five consecutive years for a term from the date of his appointment by the Board of Directors as per the provisions of Section 149, 152 read with Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015.

Mr. Amol Dalal (DIN: 00458885), Mr. Arvind Sanghvi (DIN: 00435340), Mr. Ashok Gandhi (DIN: 00022507), Mr. Sanjay Majmudar (DIN: 00091305) being independent directors are not eligible for retire by rotation and hold office for five consecutive years for a term from the date of their appointment by the Board of Directors as per the provisions of Section 149, 152 read with Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Nipun Arora (DIN: 00989835), has been appointed as an Additional Director of the company by Board of Directors w.e.f. 11.08.2018.

Ms. Shivani Shah (DIN: 06693408), Independent Director has resigned from the company w.e.f. 26^th February 2018.

Mr. Parmanand Arora (DIN: 00093659) has also resigned from the office of the director of the Company with effect from 11th August, 2018.

Information regarding the meeting of directors and remuneration etc. is given in the Corporate Governance report attached with the report.

The company is having following Key Managerial Personnel: -

S. No.	Key Managerial Personnel	Designation
1	Mr.Vinod P. Arora, DIN: 00007065	Chairman & Managing Director
2	Mr.Ashish V. Shah, DIN: 00007201	Managing Director
3	Mr.Kalpesh V. Shah, DIN: 00007262	Whole Time Director
4	Mr.SubhasishBandyopadhyay*	Chief Executive Officer
5	Mr.Sharvil B. Suthar**	Company Secretary
6	Ms.YashaswiniPandey**	Company Secretary
7	Mr.Bhavik Shukla	Chief Financial Officer
8	Mr. Nipun Arora***	Whole Time Director

* Mr. Subhasish Bandyopadhyay has resigned as a CEO of the company w.e.f. 01.01.2018

**Mr. Sharvil B. Suthar, Company Secretary has resigned w.e.f. 31st March, 2018 and in place of him Company has appointed Ms. Yashaswini Pandey as Company Secretary and Compliance Officer of the company w.e.f. 11.08.2018.

***Mr. Nipun Arora has been appointed as Whole Time Director w.e.f. 11 August, 2018

2) Declaration by an Independent Director(s)

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16 (1) (b) of the Listing Regulations. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management. The detail terms of Independent Directors are disclosed on the Company''s website with the following link http://www.aarvee-denims.com/script-code-stock-exchanges.html

3) Annual Evaluation of Board Performance and Performance of its Committees and of Directors

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance and, the Directors individually and as well as the evaluation of the working of its Committees. The criteria applied in evaluation process are explained in the Corporate Governance Report.

18. NUMBER OF MEETINGS OF THE BOARD

During the year under review, five board meetings were convened and held, the details of which are given in the corporate governance report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

19. COMMITTEES OF BOARD OF DIRECTORS

Your Company has several Committees which have been established as part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders'' Grievances and Relationship Committee

d. Corporate Social Responsibility Committee

e. Share Transfer Committee

A detailed note on the committees with respect to composition, meetings, powers, and terms of reference is provided under the corporate governance report section in this Annual Report.

20. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the Profit of the Company for the year ended on that date;

(iii) they 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) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

21. CORPORATE SOCIAL RESPONSIBILITY

The details of CSR policy and CSR spending by the Company have been provided as Annexure-C to this report, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

22. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year 2017-18.

23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a Vigil Mechanism or ''Whisle Blower Policy'' for Directors, employees and other stakeholders to report genuine concern has been established. The same is uploaded on the website of the Company http://www.aarvee-denims.com/ pdfs/vigil-machanism.pdf. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

25. AUDITORS

(1) Statutory Auditors

M/s Shah & Shah Associates, Chartered Accountant, Ahmedabad (Firm Registration No. 113742W), Statutory Auditors of the Company were appointed in the 28^th Annual General Meeting to holds office until the conclusion of the 33^rd Annual General Meeting going to be held in the calendar year 2022 subject to ratification of their appointment in every annual general meeting. The Company has received a letter from the auditors to the effect that ratification of their appointment, to hold office from the conclusion of this annual general meeting till the conclusion of next annual general meeting , if made, would be within the prescribed limits, they fulfill the criteria provided in Section 141 of the Companies Act, 2013 and are not disqualified for such ratification of their appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder. As per their letter there were no proceedings against them pending with respect to professional matters of conduct. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed there under it is therefore proposed to ratify their appointment to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

(2) Cost Auditors

The company has received a consent letter from the cost auditors M/s. N. D. Birla and Co., Cost Accountant to the effect that their appointment, if made, would be within the prescribed limits under section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for appointment. The board of Directors of the company at its meeting held on 24^th May, 2018 appointed M/s. N. D. Birla & Co., Cost Accountants as the cost auditors of the Company to conduct the audit of cost records maintained by the Company as required by the Companies (Cost Records and Audit) Rules 2014 as amended from time to time.

The members are requested to ratify the remuneration to be paid to the cost auditors of the company

(3) Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Tapan Shah & Co., Practicing Company Secretary (COP No. 2839) for conducting Secretarial Audit of the Company for the financial year ended on 31^st March, 2018. The Secretarial Audit report of M/s Tapan Shah & Co. Company Secretaries for the financial year ended 31^st March, 2018, is annexed as Annexure - D.

26. FRAUD REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE TO REPORTABLE TO CENTARL GOVERNMENT:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of fraud committed in the Company by its officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 (3) of The Companies (Accounts) Rules, 2014, is annexed as Annexure - E.

28. PARTICULARS OF EMPLOYEES AND REMUNERATION

29. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in form MGT-9 is Annexed as Annexed-G to this Report form MGT-9 is uploaded on the website of the Company http://www.aarvee-denims.com.

30. INDUSTRIAL RELATIONS

The industrial relations continued to be generally peaceful and cordial.

31. REGULATORY STATEMENT

The Equity shares of your company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

The Company has paid the listing fees for the year 2018-19 to above stock exchanges.

32. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for their continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year and look forward to their continued support in future. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Vinod P. Arora

Place : Ahmedabad Chairman & Managing Director

Date : 11.08.2018 DIN:00007065

REGISTERED OFFICE :

191, Shahwadi,

Nr. Old Octroi Naka,

Narol Sarkhej Highway, Narol,

Ahmedabad - 382 405.

CIN : L17110GJ1988PLC010504

Mar 31, 2016

The Directors have pleasure in presenting the 27^th Annual Report on the business and operations of your Company together with the audited accounts for the year ended 31^st March, 2016.

FINANCIAL RESULTS

The Company''s performance during the year is as below: (Rs. in Lacs)

Particulars	Year ended 31.03.2016	Year ended 31.03.2015
Total Revenue	84,506.54	74,824.84
Profit before Interest, Depreciation and tax	8,114.97	6,897.89
Less: Net Interest & Finance Cost	3,731.50	3,487.91
Less: Depreciation	3,064.42	3,070.58
Profit before Exceptional Item and tax	1,319.05	339.40
Less: Exceptional Item	473.20	0.00
Profit before tax	845.85	339.40
Provision for Tax & Deferred tax	143.20	320.63
Profit for the year	702.65	18.77
Appropriations / Adjustments
Balance of Profit brought forward	18,724.80	18,945.03
Depreciation on transition to Schedule II of the Companies Act, 2013	0.00	(239.00)
Profit carried to Balance Sheet	19,427.45	18,724.80

DIVIDEND

Considering the current cash flow position of the Company the Board of Directors has not recommended any dividend on Share Capital of the Company for the year ended on 31^st March, 2016.

PERFORMANCE DURING THE YEAR

During the year under review, your Company reported top-line growth of 12.94% over the Previous Year. Total Revenue from Operations stood at Rs.84,506.54 Lacs as compared to Rs.74,824.84 Lacs during the Previous Year.

During the year under review, the Company has earned Profit before Tax (PBT) of Rs. 845.85 Lacs and Profit after Tax (PAT) of Rs.702.65 Lacs as compared to PBT of Rs. 339.40 Lacs and PAT of Rs.18.77 Lacs during the Previous Year.

FINANCE

During the year under review, the company tied up Long Term Loan of Rs.1,190.91 Lacs from a Financial institution for the purpose of part funding of capital expenditure of the company.

During the year under review, the company has repaid External Commercial Borrowing (ECB) of USD 2.56 million (Rs.1,656.63 Lacs) to Standard Chartered Bank (SCB) and USD 1.56 million (Rs.1,034.35 Lacs) to Bank of Baroda (UAE).

SHARE CAPITAL

The paid up Equity Share Capital as at 31^st March, 2016 stood at Rs.2,345.98 Lacs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

TRANSFER TO RESERVES

No amount is appropriated from Statement of Profit and Loss and transferred to any Reserve Account.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The Board of Directors supports to maintain highest standards of corporate governance and adhere to corporate governance requirements set out by SEBI. In addition to basic governance issues, Board lays strong emphasis on transparency, accountability and integrity.

The Corporate Governance Report and Management Discussion & Analysis, as required under the Listing Regulations forms part of the Annual Report.

The requisite certificate from the Company Secretary regarding compliance of conditions of Corporate Governance as stipulated in Schedule V of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Report on Corporate Governance.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

FIXED DEPOSITS

Your company has accepted the deposits aggregating to Rs.4,696.13 Lacs from public during the year under review after complying with the provisions of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014. There has been no default in repayment of deposits or payment of interest thereon during the year under review. There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

Your directors appreciate the support which the company has received from the public and shareholders to its fixed deposit scheme.

INSURANCE AND CLAIMS

All properties and insurable interests of the company including building, plant and machinery and stocks wherever necessary and to the extent required have been adequately insured.

On 23^rd October, 2015, there was a fire in spinning department of Matoda Unit of the Company resulting into partial loss of Plant & Machinery and Other Miscellaneous Items. The carrying value of the assets destroyed in fire is estimated at Rs.369.46 Lacs.

The company has insurance policies of all affected assets, so the Company has lodged claims with the insurance companies which claims include claim towards loss of the above stated assets.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were at arm''s length basis. A detailed report on material contracts and arrangements made during the year 2015-16, being arm''s length transactions have been reported and annexed hereto in form AOC-2 as Annexure - A and forms part of this report.

There are no materially significant related party transactions made by the company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the company at large.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company''s website at the web link: http://www.aarvee-denims.com/pdfs/related-party-transaction-policy.pdf

SUBSIDIARY COMPANIES

Your Company does not have any subsidiary.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy for a systematic approach to control risks. The Risk Management Policy of the Company lays down procedures for risk identification, evaluation, monitoring, review and reporting. The Risk Management Policy has been developed and approved by the Senior Management in accordance with the business strategy.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Company has in place an adequate system of internal controls. It has documented policies and procedures covering all financial and operating functions and processes. These have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses and compliance with regulations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1) Changes in Directors and Key Managerial Personnel

Mrs. Komal S. Majmudar resigned from the Board of Directors of the Company with effect from 29^th May, 2015, Mr. Utsav Pandwar, CFO of the Company has resigned w.e.f. 30^th May, 2015 and Mr. Hardik Modi, Company Secretary has resigned w.e.f. 4^th July, 2016. Your Directors take this opportunity to express their deep sense of appreciation for the valuable services rendered during their tenure as a Director and KMP.

Ms. Shivani Shah was appointed as an Additional Director of the Company w.e.f. 13^th August, 2015 during the year and her appointment was confirmed in AGM held on 28^th September, 2015.

Mr. Suketu Shah was appointed as CEO of the Company w.e.f. 6^th April, 2015 and Mr. Bhavik Shukla was appointed as CFO of the Company w.e.f. 7^th November, 2015.

Mr. Parmanand T. Arora, Director shall retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer himself for re-appointment.

2) Declaration by an Independent Director(s)

3) Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the CVs of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

4) Criteria for Determining Qualifications, Positive Attributes and Independence of a Director

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

Independence: In accordance with the above criteria, a Director will be considered as an ''Independent Director'' if he/ she meets with the criteria for ''Independent Director'' as laid down in the Act and Regulation 16 (1) (b) of the Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the ''Code for Independent Directors'' as outlined in Schedule IV to the Act.

5) Annual Evaluation of Board Performance and Performance of its Committees and of Directors

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined evaluation criteria, procedure and time schedule for Performance Evaluation process for the Board, its Committees and Directors.

The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Managing Director.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of Independent Directors was carried out by entire Board, excluding Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by Independent Directors who also rev''ewed performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed performance of the Board, its Committees and of Directors.

The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

Details of the Remuneration Policy are given in the Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD

During the year, four board meetings were convened and held, the details of which are given in the corporate governance report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2016 and of the Profit of the Company for the year ended on that date;

(iii) they 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) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility Committee headed by Mr. Ashish V. Shah as Chairman and Mr. Amol Dalal and Mr. Vinod P. Arora as Members of the Committee.

The Company has adopted a Corporate Social Responsibility (CSR) Policy in compliance with the provisions of the Act.

As part of its CSR initiatives, the Company could not initiate CSR activities because of shortage of funds due to volatile textile market during the Previous Year. Further, it is to be noted that one of unit suffered sudden major fire accident on 1^st March, 2015 during the financial year 2014-15 and other unit on 23^rd October, 2015 during the financial year 2015-16, which affected heavy loss of stock, building, plant and machineries due to fire. Report on CSR activities is annexed as Annexure - B.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year 2015-16.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the

Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

AUDITORS

(1) Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmadabad (Registrant No. 17365W) and M/s. N. C. Shah & Associates, Chartered Accountants, Ahmedabad (Registration No. 109692W) were appointed as Joint Auditors of the Company from conclusion of the 25^th Annual General Meeting (AGM) of the Company held on 30^th September, 2014 till the conclusion of the 28^th AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. Both the Auditors have submitted a certificate, confirming that their appointment, if ratified, will be in accordance with Section 139 read with Section 141 of the Act.

(2) Cost Auditors

The company has received a letter from the cost auditors M/s. N. D. Birla and Co., Cost Accountant to the effect that their appointment, if made, would be within the prescribed limits under section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for appointment. The board of directors of the company at its meeting held on 28^th May, 2016 appointed M/s. N. D. Birla & Co., Cost Accountants as the cost auditors of the Company to conduct the audit of cost records maintained by the Company as required by the Companies (Cost Records and Audit) Rules 2014 as amended from time to time.

The members are requested to ratify the remuneration to be paid to the cost auditors of the company

(3) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr. Tapan Shah, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended 31^st March, 2016. The Secretarial Audit Report is annexed as Annexure - C.

CHANGE IN SHARE TRANSFER AGENTS

In compliance with SEBI vide its order No. WTM/RKA/MIRSD2/41/2016 dated 22^nd March, 2016, Board of Directors has appointed M/s. Link In time India Pvt. Ltd. as Registrars & Share Transfer Agents of the Company in place of Sharepro and an Audit was carried out by the practicing Company Secretary regarding the records and systems of Sharepro with respect to dividends paid and transfer of securities to determine whether dividends have been paid to actual/beneficial holders and whether securities have been transferred as per the provisions of law. The copies of Audit Report were shared with SEBI, BSE, NSE also. Company has carried out all the actions as directed by SEBI within the stipulated timelines.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 (3) of The Companies (Accounts) Rules, 2014, is annexed as Annexure - D.

PARTICULARS OF EMPLOYEES AND REMUNERATION

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 Report 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 the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the (Appointment and remuneration of Managerial, Personnel) Rules, 2014 are given in Annexure - E to this report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in form MGT - 9 is annexed as Annexure - F.

INDUSTRIAL RELATIONS

The industrial relations continued to be generally peaceful and cordial.

REGULATORY STATEMENT

The Equity shares of your company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

The Company has paid the listing fees for the year 2016-17 to above stock exchanges.

ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for their continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year and look forward to their continued support in future. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Vinod P. Arora

Place : Ahmedabad Chairman & Managing Director

Date : 10/08/2016 DIN:00007065

Mar 31, 2015

The Directors have pleasure in presenting the 26th Annual Report on the business and operation of your Company together with the audited accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

Your Company's performance during the year is as below:

(in Lacs) Particulars Year ended Year ended 31.03.2015 31.03.2014

Sales & Operating Income 74,551.14 68,531.57

Operating Profit 6,624.19 7,600.29

Add: Other Income 273.70 261.45

Less: Net Interest & Finance Cost 3,487.91 3,935.72

Less: Depreciation 3,070.58 3,284.86

Profit before tax 339.40 641.16

Provision for Tax & Deferred tax 320.63 322.95

Profit after Tax 18.77 318.21

Appropriations / Adjustments

PROFIT FOR THE YEAR 18.77 318.21

Balance of Profit brought forward 18,945.03 18,626.82

Depreciation on transition to Schedule II (239.00) Nil of the Companies Act, 2013

Profit carried to Balance Sheet 18,724.80 18,945.03

DIVIDEND

The Board of Directors has not recommended any dividend on Share Capital of the Company for the year ended on 31st March, 2015, considering the current cash flow position of the Company.

PERFORMANCE DURING THE YEAR

During the year under review, your Company reported top-line growth of 8.78% over the Previous Year. Gross Revenue from Operations stood at Rs. 74,551.14 lacs as compared to Rs. 685,31.57 lacs during the Previous Year.

During the year under review, the Company has earned Profit Before Tax (PBT) of Rs. 339.40 lacs and Profit after Tax (PAT) of Rs. 18.77 lacs as compared to PBT of Rs. 641.16 lacs and PAT of Rs. 318.21 lacs during the Previous Year.

FINANCE

During the year under report your company has raised total Rs. 589.79 lacs through term loan and working facilities from various banks.

During the year company has paid External Commercial Borrowing (ECB) of US$ 2.57 million (Rs. 1570.36 lacs) to Standard Chartered Bank (SCB) and US$ 0.87 million (Rs. 541.94 lacs) to Bank of Baroda (UAE).

SHARE CAPITAL

The paid up Equity Share Capital as at 31st March, 2015 stood at Rs. 2345.98 Lacs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

TRANSFER TO RESERVES

No amount is appropriated from Statement of Profit and Loss and transferred to any Reserve Account.

BUSINESS OVERVIEW

As per the latest GDP growth estimates, India economy grew by 7.4% in financial year 2015 compared to 6.9% in financial year 2014, mostly driven by improved economic fundamentals and revision of GDP methodology calculation. Even inflation showed signs of moderation, a welcome sign Â wholesale price and consumer price inflation declined to 4.2% and 7.4% respectively, compared with last year's 6.3% and 10.1% Reduced inflation, falling crude oil prices, stable rupee, improved purchasing power and consumer spending, higher capital inflows supported by the new government policy reforms have already put India on accelerating growth track and improved the business outlook.

The Government envisages GDP growth to accelerate to 8% in financial year 2016 driven by strengthening macro-economic fundamentals and implementation of policy reforms recently announced.

Indian textile and denim industry had faced multiple challenged such as global recession, less export orders due to reductions in inventories by global retail giants, over supply of goods in market, hike in power, fuel cost and man power cost. The Indian denims industry is facing out the in-house competition due to over expansions and introduction of new capacities in Denim.

In the backdrop of above macro-economic scenario, your Company has closed the financial year 2014-15 with 8.78% growth in Revenue as compared to Previous Year. However Operating Earnings before Interest, Depreciation and Taxes (EBITDA) has declined to 9.63% as compared to 11.77% for the Previous Year.

CORPORATE GOVERNANCE

The Board of Directors supports to maintain highest standards of corporate governance and adhere to corporate governance requirements set out by SEBI. In addition to basic governance issues, Board lays strong emphasis on transparency, accountability and integrity. The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with conditions of corporate governance as stipulated under aforesaid Clause 49, is attached to the Report on corporate governance.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

FIXED DEPOSITS

Your company has accepted the deposits aggregating to Rs. 1070.29 lacs during the year under review after complying with the provisions of the said act and Companies (Acceptance of Deposits) Rules, 2014. There has been no default in repayment of deposits or payment of interest thereon during the year under review. There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

Your directors appreciate the support which the company has received from the public and shareholders to its fixed deposit scheme.

INSURANCE AND CLAIMS

All properties and insurable interests of the company including building, plant and machinery and stocks wherever necessary and to the extent required have been adequately insured.

During the previous Financial Year a fire broke at Company's Inspection and Packing Department of Vijay Farm Unit resulting into loss of finished goods, semi-finished goods, Plant & Machinery, Factory Building, Furniture & Fixtures and Other Miscellaneous Items. The carrying value of the assets destroyed in fire is estimated at Rs.1732.21 lacs.

The company has insurance policies of all affected assets, so the Company has lodged claims with the insurance companies which claims include claim towards loss of the above stated assets.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were at arm's length basis. A detailed report on material contracts and arrangements made during the year 2014-15, being arm's length transactions have been reported and annexed hereto in form AOC-2 as Annexure - A and forms part of this report.

There are no materially significant related party transactions made by the company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the company at large.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company's website at the web link: http://www.aarvee-denims.com/pdfs/related-party-transaction- policy.pdf

SUBSIDIARY COMPANIES

Your Company does not have any subsidiary.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Clause 49 of the Listing Agreement. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this programme, each Function and Unit addresses opportunities and risks through a comprehensive approach aligned to the Company's objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

Sustainability is embedded in the Corporate Enterprise Risk Management programme, which gives an opportunity to increase the effectiveness of risk management practices and for improving business efficiency.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The current risk slate and the comprehensive risk policy have been further redefined during the year. The major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are covered as part of the annual risk based audit plan.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Company's internal audit systems are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Company's policies, identifying areas of improvement, evaluating the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use. Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Directors' Report.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1) Changes in Directors and Key Managerial Personnel

Mrs. Komal S. Majmudar resigned from the Board of Directors of the Company with effect from 29th May, 2015. Your Directors take this opportunity to express their deep sense of appreciation for the valuable services rendered during her tenure as a Director.

Mrs. Komal Majmudar was appointed w.e.f. 30th September, 2014 during the year. Mr. Amish Shah, Company Secretary has resigned w.e.f. 30th September, 2014. Mr. K. K. Mohale, CEO of the Company retired w.e.f. 31st December, 2014 and Mr. Utsav Pandwar, CFO of the Company has resigned w.e.f. 30th May, 2015.

Mr. Hardik Modi has been appointed as Company Secretary w.e.f. 8th October, 2014. Mr. Suketu Shah has been appointed as CEO of the Company w.e.f. 6th April, 2015 and Ms. Shivani Shah has been appointed as an Additional Director of the Company (Woman Director) w.e.f. 13th August, 2015.

Mr. Kalpesh V. Shah, Director shall retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer himself for re-appointment.

2) Declaration by an Independent Director(s) and reappointment, if any

All Independent Directors have given declarations that they meet criteria of independence as laid down under Section 149 (6) of the Act and Clause 49 of the Listing Agreement entered into with the Stock Exchanges. In opinion of the Board, they fulfill conditions of independence as specified in the Act and the Rules made there under and are independent of management.

3) Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board composition analysis reflects in- depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director's appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the CVs of potential candidates vis-Ã -vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

4) Criteria for Determining Qualifications, Positive Attributes and Independence of a Director

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Clause 49 of the Listing Agreement.

Independence: In accordance with the above criteria, a Director will be considered as an 'Independent Director' if he/ she meets with the criteria for 'Independent Director' as laid down in the Act and Clause 49 of the Listing Agreement.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the 'Code for Independent Directors' as outlined in Schedule IV to the Act.

5) Annual Evaluation of Board Performance and Performance of its Committees and of Directors Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of Directors as well as evaluation of working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for Performance Evaluation process for the Board, its Committees and Directors.

The Board's functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/ Committe Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Managing Director.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of Independent Directors was carried out by entire Board, excluding Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by Independent Directors who also reviewed performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed performance of the Board, its Committees and of Directors.

The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

REMUNERATION POLICY

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement.

The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.

The Nomination and Remuneration Committee has considered following factors while formulating Policy:

(i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

(ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company.

Details of the Remuneration Policy are given in the Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD

During the year, four board meetings and four audit committee meetings were convened and held, 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.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134 (5) of the Companies Act, 2013, your directors would like to state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed;

b. 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 as on 31st March, 2015 and of the profit of the company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility Committee headed by Mr. Ashish V. Shah as Chairman and Mr. Amol Dalal and Mr. Vinod P Arora as Members of the Committee.

The Company has adopted a Corporate Social Responsibility (CSR) Policy in compliance with the provisions of the Act.

As part of its CSR initiatives, the Company could not initiate CSR activities because of shortage of funds due to volatile textile market during the Previous Year. Further, it is to be noted that one of unit suffered sudden major fire accident on 1st March, 2015, which affected heavy loss of stock, building, plant and machineries due to fire. Report on CSR activities is annexed as Annexure - B.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year 2014-15.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

AUDITORS

(1) Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmadabad (Registrant No. 17365W) and M/s N.C. Shah & Associates, Chartered Accountants, Ahmedabad (Registration No. 109692W) were appointed as Joint Auditors of the Company from conclusion of the 25th Annual General Meeting (AGM) of the Company held on 30th September, 2014 till the conclusion of the 28th AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

(2) Cost Auditors

The company has received a letter from the cost auditors M/s N. D. Birla and Co., Cost Accountant to the effect that their appointment, if made, would be within the prescribed limits under section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for appointment. The board of directors of the company at its meeting held on 29th May, 2015 appointed M/s. N. D. Birla & Co., Cost Accountants as the cost auditors of the Company to conduct the audit of cost records maintained by the Company as required by the Companies (Cost Records and Audit) Rules 2014 as amended from time to time.

The members are requested to ratify the remuneration to be paid to the cost auditors of the company

(3) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr. Tapan Shah, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015. The Secretarial Audit Report is annexed as Annexure - C.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 (3) of The Companies (Accounts) Rules, 2014, is annexed as Annexure - D.

PARTICULARS OF EMPLOYEES AND REMUNERATION

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 Report 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 the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in form MGT.9 is annexed as Annexure - E.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report as required under clause 49 of the listing agreement with the Stock Exchanges has been attached and forms part of this report.

AUDITORS' REPORT

The Auditors' Report to the members on the Accounts of the Company for the financial year ended 31st March, 2015 does not contain any qualification.

Members' attention is invited to the observation made by the Auditors under "Emphasis of Matter" appearing in the Auditors' Report.

INDUSTRIAL RELATIONS

The industrial relations continued to be generally peaceful and cordial.

REGULATORY STATEMENT

In conformity with provision of Clause 32 in the Listing Agreement(s) the Cash Flow Statement for the year ended 31st March, 2015 is annexed hereto.

The Equity shares of your company are listed on the BSE Limited and the National Stock Exchange of India Limited (NSE).

The Company has paid the listing fees for the year 2015-16 to above stock exchanges.

ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year and look forward to their continued support in future. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of Board of Directors

Vinod P. Arora Place : Ahmedabad Chairman and Managing Director

Date : 13/08/2015 (DIN: 00007065)

Mar 31, 2014

Dear Members

The Directors take great pleasure in presenting the 25th Annual Report on the business and operation of your Company together with the aaudited accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

Your Company''s performance during the year is as below:

(Rs. in Lacs)

FINANCIAL RESULTS Year ended Year ended 31.03.2014 31.03.2013

Sales & Operating Income 68,531.57 72332.27

Operating Profit 7600.29 12260.67

Add: Other Income 261.45 182.81

Less: Net Interest & Finance Cost 3,935.72 3754.51

Less: Depreciation 3,284.86 3095.59

Profit before tax 641.16 5593.38

Provision for Tax & Deferred tax 322.95 1091.62

Profit after Tax 318.21 4501.76

Appropriations / Adjustments

PROFIT FOR THE YEAR 318.21 4501.76

Balance of profit / (loss) brought forward 18626.82 14261.39

Equity Dividend Nil 117.30

Corporate Dividend Tax (including Edu. cess and surcharge) Nil 19.03

Profit carried to Balance Sheet 18945.03 18626.82

DIVIDEND

The dividend payout for the year under review has been formulated in accordance with the company''s policy to pay substantial dividend linked to long term performance, keeping in view of the company''s need for capital for its future growth plan, requirements of working capital and the intent to finance through internal accruals your directors do not recommend any dividend for the year.

PERFORMANCE DURING THE YEAR

Domestic and global economic growth has been declined in the fiscal year 2013-14, the negative trends of economy has revealed its effect over the performance of the company. The company had noted turnover of Rs. 68531.57 lacs compared to preceding year Rs. 72332.27 lacs showing decrease of 5.25%. The Operating Profit for the current year is Rs. 7600.29 lacs (previous year Rs. 12260.67 lacs) which is 37% less than the preceding year. Profit after tax is Rs. 318.21 lacs (Previous year Rs. 4501.76 lacs). Provision for tax Rs. 49.27 lacs & Provision for Deferred Tax Rs. 273.68 lacs is made for the current year which was Rs. 977.66 lacs and Rs. 113.96 lacs respectively in last year.

EXTERNAL COMMERCIAL BORROWING

During the year company has paid External Commercial Borrowing (ECB) of US$ 2.25 million (Rs. 1361.30 lacs) to Standard Chartered Bank (SCB) and US$ 0.37 million (Rs. 228.12 lacs) to Bank of Baroda (UAE).

BUSINESS OVERVIEW:

Global growth was noted in low gear, and the drivers of growth have been changed. The developed economies have gain re-momentum growth but emerging market economies have faced dual challenges like stumpy international demand and unbalanced global financial conditions.

Indian textile and denim industry had faced multiple challenged such as global recession, less export orders due to reductions in inventories by global retail giants, over supply of goods in market , unsteady prices of raw materials like cottons, colour chemicals and allied materials and hike in power and fuel cost. The Indian denims industry is facing cut through competition from countries such as China, Pakistan, Vietnam and Thailand.

The domestic demand of denim in India has grown immensely over the years. While metros have been the main driver of demand in the initial phase for most denim wear brands in the country, the largest growth is now expected to come from a more deep penetration of denim in India. The denim market in India was secured at USD 1.2 Bn in 2011. This is projected to grow at the CAGR of 15-18% and has the potential of almost doubling its size by 2015.

In spite of admirable expectation about future growth of denims industry, the company has faced great challenge of overs supply in market which has been negatively impacted over the performance of the company in fiscal year 2013-14. In negative global economic scenario the Company has noticeable increased its export turnover. Even though of the company has taken effective measures of cost control, but negative domestic demand, high competition and uncertain global scenario has limited the turnover of the company at Rs. 68531.57.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as a part of this Annul Report. A certificate from the Auditors of the company regarding compliances with corporate governance norms stipulated under Clause 49 of the Listing Agreement (L.A.) is annexed to the Report on Corporate Governance.

FINANCE

During the year under report your company has raised total Rs. 574.63 lacs through term loan and working facilities from various banks.

CREDIT RATING

The Credit Analysis & Research Limited, has awarded "CARE A-" [Single A minus] to the long-term borrowing facilities and "CARE A2 " [A Two Plus] to the short-term borrowing facilities for the financial year 2013-14.

DIRECTORS

Mr. Tilakraj Kapoor, resigned from the Board of Directors of the Company with effect from 14th August, 2014. Your Directors take this opportunity to express their deep sense of appreciation for the valuable services rendered during his tenure as a Director.

pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013 and Clause 49 of the Listing Agreement, your Directors appointed Mr. Sanjay S. Majmudar, Mr. Ashok C. Gandhi, Mr. Arvind D. Sanghvi and Mr. Amol R. Dalal, as Independent Directors of the Company to hold office for a period of five years with effect from 1st April, 2014, subject to approval by the members in the ensuing Annual General Meeting and their office as independent shall not be subject to retirement by rotation.

Mr. Rajesh P. Arora, Director shall retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer himself for re-appointment.

The tenure of Mr. Vinod P. Arora, Chairman & Managing Director, Mr. Ashish V. Shah, Managing Director and Mr. Kalpesh V. Shah, Whole-time Director shall be expired on 30th September, 2015. Your Directors decided to terminate the existing tenure and re-appoint al, three executive directors at revised terms and conditions, details are as mentioned in explanatory statements item No. 10, 11 & 12.

AUDITORS

M/s Deloitte Haskins & Sells, Chartered Accountants, Ahmadabad (Registration No. 17365W) and M/s N.C. Shah & Associates, Chartered Accountants, Ahmedabad (Registration No. 109692W) are proposed to be appointed as Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the twenty eighth Annual General Meeting of the Company held thereafter, subject to ratification of the appointment by the members at every AGM held after the ensuing AGM.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s Deloitte Haskins & Sells, M/s N.C. Shah & Associates, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

AUDITORS'' REPORT

The Auditors'' Report to the members on the Accounts of the Company for the financial year ended March 31, 2014 does not contain any qualification.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed. There are no material departures from the applicable accounting standards;

2. such accounting policies have been selected and applied consistently and such judgments and estimates have been made as 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 ended on 31st March, 2014 and of the profit of the Company for that period;

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

4. the statements of accounts for the year ended on 31st March, 2014 have been prepared on a going concern basis.

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

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

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

d) the Directors had prepared the annual accounts on a going concern basis.

DEPOSITS

For the Financial year ending March 31, 2014 the company has accepted fixed deposits to the tune of Rs. 427.35 lacs. The Company repaid the deposits amounting to Rs. 27.70 lacs and the outstanding deposits at the end of the year were amounting to Rs. 952.83 lacs.

As the company has accepted deposit under the provisions of the Companies Act 1956, the company will follow provisions of Section 74 of the Companies Act, 2013 hence entire outstanding deposit along with interest shall be repayable at maturity or on or before 31st March, 2015.

The Company have plan to accept public deposits up to Rs. 50 crores, pursuant to the provisions of section 73 and 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, subject to approval of members in 25th Annual General Meeting.

INDUSTRIAL RELATIONS

The industrial relations continued to be generally peaceful and cordial.

INSURANCE

All properties and insurable interests of the company including building, plant and machinery and stocks wherever necessary and to the extent required have been adequately insured.

PARTICULARS OF EMPLOYEES

Particulars required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended have not been provided since no employee is drawing remuneration in excess of prescribed limits as per above provisions.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY BY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details required to be disclosed under section 217 (1) (e) of the Companies Act, 1956 read with Companies ( Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are set out in Annexure of this Report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the contribution made by employee at all levels. Your Company''s growth was made possible by employee''s support, co-operation, commitment, solidarity and hard work.

Your Directors wish to take this opportunity to express their deep sense of gratitude to the Central and State Governments, Bankers, Shareholders, employees and Customers for their co-operation and support and look forward to their continued support in future.

For and on behalf of the Board of Directors

Vinod P. Arora Place : Ahmedabad Chairman and Managing Director Date : 14/08/2014 DIN:00007065

Mar 31, 2013

To , The Members

The Directors are pleased to present the 24th Annual Report along with the Audited Financial Statement for the year ended 31st March, 2013.

FINANCIAL RESULTS

Your Company''s performance during the year is as below:

(Rs.in Lacs) FINANCIAL RESULTS Year ended Year ended 31.03.2013 31.03.2012

Sales & Operating Income 72332.27 66139.30

Operating Profit 12260.67 8355.28

Add: Other Income 182.81 113.50

Less: Net Interest & Finance Cost 3754.51 3680.66

Less: Depreciation 3095.59 2569.25

Profit before tax 5593.38 2218.87

Provision for Tax & Deferred tax 1091.62 815.65

Profit after Tax 4501.76 1403.22

Appropriations / Adjustments

PROFIT FOR THE YEAR 4501.76 1403.22

Balance of profit / (loss) brought forward 14261.39 12858.17

Equity Dividend 117.30

Corporate Dividend Tax (including Edu. cess and surcharge) 19.03

Profit carried to Balance Sheet 18626.82 14261.39

DIVIDEND

The Company has already declared and paid interim dividend @ 5% on the fully paid-up equity share capital of the Company as recommended by the Board of Directors of the Company in its meetings held on 14th August, 2012 for the year 2012-13. To conserve resources for growth your directors do not recommend any final dividend for the year.

PERFORMANCE DURING THE YEAR

With the help of strong domestic consumption and export demands of denims your Company had achieved turnover of Rs. 72,332.27 lacs compared to preceding year Rs. 66,139.30 lacs showing increase of 9.36%. The Operating Profit for the current year is Rs. 12,260.67 lacs (previous year Rs. 8355.28 lacs) which is 46.74% higher than the preceding year. Profit after tax is Rs. 4501.76 lacs (Previous year Rs. 1403.22 lacs). Provision for tax Rs. 977.66 lacs & Provision for Deferred Tax Rs. 113.96 lacs is made for the current year which was Rs. 541.44 lacs and Rs. 274.21 lacs respectively in last year.

REPAYMENT OF FOREIGN CURRENCY CONVERTIBLE BONDS

During the year the company has redeemed zero coupon Foreign Currency Convertible Bonds (FCCBs) with face value of USD 4.00 Million (approx Rs. 20.52 Crore) with premium of USD 1.92 Million (approx Rs. 9.85 Crore) on due date.

EXTERNAL COMMERCIAL BORROWING

During the year company had availed External Commercial Borrowing (ECB) of US$. 5.00 million from Standard Chartered Bank (SCB) for repayment of FCCB of the Company. The company has repaid all the FCCBs with premium on due date, now the company has cleared his liability of the conversion of FCCBs in to the Equity Share of the company or to redeem the FCCB.

BUSINESS OVERVIEW:

The two giant denim producer countries China and United States have cut down their production of denim, as a result of rising labour and energy costs. Despite of this vast export opportunity, sluggish export demand and vast competition in international market created difficulties to Indian denim players to achieve export target.

During the financial year 2012-13 the textile industry passed out from challenging operating environment amongst uncertainty over demand growth and volatility in raw material prices. The rising power, fuel and wage costs, higher interest rates and domestic and global competition increased margin pressure over the industry.

Quiet international demand of cotton and surplus production had retained cotton prices stable and range bound during the entire year. The exports revenues had shown downfall on the back of the sturdy economic slowdown in key export destinations of US and Europe. The global demand of denim fabrics had increased but hard-hitting competition from well-known denims producers'' countries had reduced profit margin. Domestically, weak consumer sentiment, high inflation and low wage growth had been reduced denim sales. With the help of strong domestic consumption and sustain export demands the denims and textiles industry wrote the success story of good profitability and development.

Despite of major global economic challenges, fluctuation in currency value, high cost of wages and power in year 2012-13 your Company had reported very good turnover and profit for the financial year ended March, 2013.

CORPORATE GOVERNANCE

Pursuant to the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance with Corporate Governance guidelines as stipulated and Management Discussion & Analysis report have been attached by way of separate section as part of this Annual Report.

DIRECTORS

Shri Arvind Sanghavi and Shri Amol Dalal, retire by rotation as per the provisions of Articles of Association of the Company. Your Directors recommend their reappointment.

AUDITORS

Auditors of the Company M/s. N.C. Shah & Associates, Chartered Accountants and M/s Deloitte Haskins & Sells, Chartered Accountants, will retire at the conclusion of the ensuing 24th Annual General Meeting from the office of the Auditors and being eligible, offer themselves for re-appointment from the end of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting. The Company has received a certificate from them certifying that their appointment, if made, would be within the limits specified under Section 224(1-B) of the Companies Act, 1956.

The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments. The Company has adequate system of internal control procedures commensurate with the size of the Company and the nature of its business to keep check on the activities of the various departments.

COST AUDITOR

The Central Government had vide their Order No. 52/552/CAB-2000 dated 10th August, 2000 directed an audit of the cost accounts maintained by the Company in respect of textiles business. For conducting the cost audit for this business for the financial year ended 31st March, 2013, the Central Government has approved the appointment of M/s. N. D. Birla & Co, Cost auditors.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

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

(iii) the Directors had 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 or preventing and detecting fraud and other irregularities;

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

DEPOSITS

For the Financial year ending 31st March, 2013 the company has accepted fixed deposits to the tune of Rs. 690.83 lacs. The Company repaid the deposits amounting to Rs. 516.38 lacs and the outstanding deposits at the end of the year were amounting to Rs. 550.18 lacs.

INSURANCE

All properties and insurable interests of the company including building, plant and machinery and stocks wherever necessary and to the extent required have been adequately insured.

PARTICULARS OF EMPLOYEES

Particulars required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended have not been provided since no employee is drawing remuneration in excess of prescribed limits as per above provisions.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY BY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details required to be disclosed under section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are set out in Annexure of this Report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the contribution made by employee at all levels. Your Company''s growth was made possible by employee''s support, co-operation, commitment, solidarity and hard work.

Your Directors wish to take this opportunity to express their deep sense of gratitude to the Central and State Governments, Bankers, Shareholders, employees and Customers for their co-operation and support and look forward to their continued support in future.

For and on behalf of the Board of Directors

Place : Ahmedabad Vinod P. Arora

Date : 29th May, 2013 Chairman and Managing Director

Mar 31, 2012

The Directors are pleased to present the 23rd Annual Report along with the Audited Financial Statement for the year ended 31st March, 2012.

FINANCIAL RESULTS

Your Company's performance during the year is as below:

(Rs. in Lacs)

FINANCIAL RESULTS Year ended Year ended 31.03.2012 31.03.2011

Sales & Operating Income 66139 49483

Operating Profit 8356 8163

Add: Other Income 113 428

Less: Net Interest & Finance Cost 3681 1929

Less: Depreciation 2569 2357

Profit before tax 2219 4305

Provision for Tax & Deferred tax 816 961

Profit after Tax 1403 3344

Appropriations / Adjustments

PROFIT FOR THE YEAR 1403 3344

Balance of profit / (loss) brought forward 12858 9651

Equity Dividend - 117

Corporate Dividend Tax (including Edu. cess and surcharge) - 19

Profit carried to Balance Sheet 14261 12858

DIVIDEND

In view to conserve resources for ongoing expansion, business growth of the Company and considering uncertain forex and economic situation, your Directors do not recommend any dividend for the year.

REDEMPTION OF FOREIGN CURRENCY CONVERTIBLE BONDS

During the year the Company has bought back zero coupon foreign currency convertible bonds (FCCBs) with the face value of USD 3.50 million (approx Rs. 1558.20 lacs) out of total outstanding FCCB of USD 7.50 million, at discount to their book value, as per RBI approval.

EXTERNAL COMMERCIAL BORROWING

During the year company had availed External Commercial Borrowing (ECB) of US$. 9.25 million from Bank of Baroda(BOB) and Standard Chartered Bank (SCB)for expansion of the Company.

PERFORMANCE DURING THE YEAR

With the help of Strong domestic consumption and export demands of denims your Company had achieved turnover of Rs. 66139.30 lacs compared to preceeding year Rs. 49483.41 lacs showing increase of 33.66 %. The Operating Profit for the current year is Rs. 8356 lacs (previous year Rs. 8163 lacs) which is 2.36 % higher than the preceeding year. Profit after tax is Rs. 1403.22 lacs (Previous year Rs. 3343.88 lacs). Provision for tax Rs. 541.44 lacs & Provision for Deferred Tax Rs. 274.21 lacs is made for the current year which was last year Rs. 811.97 lacs and Rs. 149.45 lacs respectively.

BUSINESS OVERVIEW:

Financial year 2011-12 had witnessed significant growth in export demand of Indian denim, as China and United States two big runner of denim market had cut down production due to rising in labour and energy costs. During the year in review with the help of huge export and domestic demand, Indian denim market had grown by 15%. The Indian denim players had faced vast competition in international market from neighborhood Asian nations Pakistan, Bangladesh & Indonesia.

In track of the global trend, demand for denims in India has also perceived a oceanic change. The Indian denim market is among the fastest growing market with an estimated growth rate of 12%. The retail boom has led to a upwelling in domestic denim demand. Certainly the Indian market currently presents a huge potential for denim producers to spread their wings.

Your Company have reported very good turnover for the year ended 31st March, 2012.

EXPANSION

The Company has expanded capacity by 40% in two phases. The 1st phase was completed in March, 2011 and the Second phase in April, 2012. The denim capacity increased from 60 million mtrs to 84 million mtrs per annum.

CORPORATE GOVERNANCE

Pursuant to the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance with Corporate Governance guidelines as stipulated and Management Discussion & Analysis report have been attached by way of separate Section as part of this Annual Report.

DIRECTORS

Shri Parmanand Arora and Shri Tilakraj Kapoor, retire by rotation as per the provisions of Articles of Association of the Company. Your Directors recommend their reappointment.

AUDITORS

Auditors of the Company M/s. N.C. Shah & Associates, Chartered Accountants and M/s Deloitte Haskins & Sells, Chartered Accountants, will retire at the conclusion of the ensuing 23rd Annual General Meeting from the office of the Auditors and being eligible offer themselves for re-appointment from the end of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting. The Company has received a certificate from them certifying that their appointment, if made, would be within the limits specified under Section 224(1-B) of the Companies Act, 1956.

The notes to the accounts referred to in the Auditors' Report are Self-explanatory and therefore do not call for any further comments. The Company has adequate system of internal control procedures commensurate with the size of the Company and the nature of its business to keep check on the activities of the various departments.

COST AUDITOR

The Central Government had vide their Order No. 52/552/CAB-2000 dated 10th August, 2000 directed an audit of the cost accounts maintained by the Company in respect of textiles business. For conducting the cost audit for this business for the financial year ended March 31, 2012, the Central Government has approved the appointment of M/s. N. D. Birla & Co, Cost auditors.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

(ii) the Directors had 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 profit of the Company for that period.

(iii) the Directors had 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 or preventing and detecting fraud and other irregularities;

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

DEPOSITS

For the Financial year ending March 31, 2012 the company has accepted fixed deposits to the tune of Rs. 455.73 lacs. The Company repaid the deposits amounting to Rs. 327.52 lacs and the outstanding deposits at the end of the year were amounting to Rs. 375.73 lacs.

INSURANCE

All properties and insurable interests of the company including building, plant and machinery and stocks wherever necessary and to the extent required have been adequately insured.

PARTICULARS OF EMPLOYEES

Particulars required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended have not been provided since no employee is drawing remuneration in excess of prescribed limits as per above provisions.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY BY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details required to be disclosed under section 217 (1) (e) of the Companies Act, 1956 read with Companies ( Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are set out in Annexure of this Report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the contribution made by employee at all levels. Your Company's growth was made possible by employee's support, co-operation, commitment, solidarity and hard work.

Your Directors wish to take this opportunity to express their deep sense of gratitude to the Central and State Governments, Bankers, Shareholders, Retail Partners, employees and Customers for their co-operation and support and look forward to their continued support in future.

For and on behalf of the Board of Directors

Vinod P. Arora

Chairman and Managing Director

Place : Ahmedabad

Date : 28/05/2012

Mar 31, 2011

The Members,

AARVEE DENIMS AND EXPORTS LTD.

We are delighted to present the report on our business and operations for the year ended March 31,2011

FINANCIAL RESULTS

The highlights of the Financial Results are given below:

(Rs.in Lacs)

FINANCIAL RESULTS Year ended Year ended

31.03.2011 31.03.2010

Sales & Operating Income 49495 37847

Operating Profit 8174 6224

Add: Other Income 68 101

Less: Net Interests Finance Cost 1929 1485

Exceptional Items (Gain)/ Loss (349) (502)

Less: Depreciation 2357 2321

Profit before tax 4305 3021

Provision for Tax & Deferred tax 961 724

Profit after Tax 3344 2297

Appropriations / Adjustments

PROFIT FOR THE YEAR 3344 2297

Balance of profit / (loss) brought forward 9651 8525

Preference Dividend - 512

Equity Dividend 117 234

Corporate Dividend Tax (including Edu.cess and surcharge) 19 127

Capital Redemption Reserve - 299

General Reserves

Profit carried to Balance Sheet 12858 9651

DIVIDEND

The Company has already declared and paid interim dividend @ 5% on the fully paid-up equity share capital of the Company as recommended by the Board of Directors of the Company in its meetings held on 11 th August, 2010 for the year 2010-11. To conserve resources for ongoing expansion and growth your Directors do not recommended any final dividend for the year.

REDEMPTION OF FOREIGN CURRENCY CONVERTIBLE BONDS:

During the year the Company has bought back zero coupon foreign currency convertible bonds (FCCBs) with the face value of USD 5.00 million (approxRs.23.26 crore) out of total outstanding FCCB of USD 12.50 million, at discount to their face value, as per RBI approval.

PERFORMANCE DURING THE YEAR:

Turnover of the company for the year is Rs. 49495 lacs compared to Rs. 37847 lacs showing increase by 30.78 %. The Operating Profit for the current year is Rs. 8174 lacs (Rs. 6224 lacs) which is 31.33 % higher than the preceding year. Profit after tax is Rs. 3344 lacs (2297 lacs). Provision for tax Rs. 903 lacs & Provision for Deferred Tax Rs. 150 lacs is made for the current year which was last year Rs. 543 lacsandRs.825 lacs respectively.

BUSINESS OVERVIEW:

With the help of Strong domestic consumption and export demands the denims and textiles industry wrote the success story of good profitability and development. In spite of various challenges like high price of cotton, colour & chemicals, power & fuel and interest costs the Indian denim industry has managed to hold its own and grow rapidly. It emerges that the last years both domestic markets and exports have grown. The domestic market has grown from US$30 billion to US$47-52 billion and the total market from US$46 to US$78 billion. This is remarkable because in a world filled with uncertainty one is witnessing 11 % growth over a five year period. Cotton textiles have registered a growth of 10.8 % in the financial year 2010-11, while textile products including wearing apparel have registered a growth of 4.3 %.The main drivers for denims & textiles industries growth are the favorable young demographic profile, rapidly increasing incomes, more organized retail and penetration of brands into smaller towns and cities, the advent of international buying houses, more garment exports, government initiatives like the Technology Up gradation Fund Schemes (TUFS) and other positive factors.

Your Company have reported very good turnover and profit for the year ended 31 th March, 2011.

Demand of denims in domestic market as well as in the international market is growing at significant growth rate considering this your Company has framed an expansion plan to increase its Denim capacity from existing 60 Million MTR to 84 Million MTR. The expansion plan has been divided in two phase. The first phase for 12 Million Mtr was completed in March 2011 and the second phase is expected to be completed by December 2011.

CORPORATE GOVERNANCE

Pursuant to the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance with Corporate Governance guidelines as stipulated and Management Discussion & Analysis report have been attached by way of separate Section as part of this Annual Report.

DIRECTORS

Shri Rajesh Arora and Shri Sanjay Majmudar retire by rotation as per the provisions of Articles of Association of the Company. Your Directors recommend their reappointment.

AUDITORS

Auditors of the Company M/s. N.C. Shah & Associates, Chartered Accountants and M/s. Deloitte Haskins & Sells, Chartered Accountants, will retire at the conclusion of the ensuing 22nd Annual General Meeting from the office of the Auditors and being eligible offer themselves for re-appointment from the end of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting. The Company has received a certificate from them certifying that their appointment, if made, would be within the limits specified under Section 224(1 -B) of the Companies Act, 1956.

The notes to the accounts referred to in the Auditors' Report are Self-explanatory and therefore do not call for any further comments. The Company has adequate system of internal control procedures commensurate with the size of the Company and the nature of its business to keep check on the activities of the various departments.

COST AUDITOR

The Central Government had vide their Order No. 52/552/CAB-2000 dated 10th August, 2000 directed an audit of the cost

accounts maintained by the Company in respect of texti les business. For conducting the cost audit for this business for the financial year ended March 31,2011, the Central Government has approved the appointment of M/s. N. D. Birla & Co, Cost auditors.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

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

(iii) the Directors had 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 or preventing and detecting fraud and other irregularities;

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

DEPOSITS

For the Financial year ending March 31,2011 the company has accepted fixed deposits to the tune of Rs. 301.12 lacs. The Company repaid the deposits amounting to Rs. 266.30 lacs and the outstanding deposits at the end of the year were amounting to Rs. 247.52 lacs.

INSURANCE

All properties and insurable interests of the company including building, plant and machinery and stocks wherever necessary and to the extent required have been adequately insured.

PARTICULARS OF EMPLOYEES

Particulars required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended have not been provided since no employee is drawing remuneration in excess of prescribed limits as per above provisions.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENTJECHNOLOGY BY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details required to be disclosed under section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are set out in Annexure of this Report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the contribution made by employee at all levels. Your Company's growth was made possible by employee's support, co-operation, commitment, solidarity and hard work.

Your Directors wish to take this opportunity to express their deep sense of gratitude to the Central and State Governments, Bankers, Financial Institutions, Shareholders, Retail Partners and Customers for their co-operation and support and look forward to their continued support in future.

For and on behalf of the Board of Directors

Vinod P.Arora

Chairman and Managing Director

Place : Ahmedabad

Date :30th May, 2011

Mar 31, 2010

We are delighted ro present the report on or business and operations for the year ended March 31,2010

FINANCIAL RESULTS

The highlights of the Finanial Results are given below:

(Rs. in Lacs)

FINANCIAL RESULTS Year ended Year ended

31.3.2010 31.3.2009

Sales & Operatin Income 37851 32512

Opearating Portfit 6224 4328

Add: Other Income 101 52

Less: Net Interest & Finance Cost 1485 1097

Exceptional Items (Gain)/ Loss (502) 809

Lees: Depreciation 2321 2205

Profit before tax 3021 269

Provision for Tax & Deferred tax 724 37

Profit after Tax 2297 232

Appropriations/ Adjustments

PROFIT FOR THE YEAR 2297 232

Balance of profit/ (loss) brought forward 8525 8,593

Preference Dividend 512 0

Equity Dividend 234 0

Corporate Dividend Tax (inclu. edu. ccss and surcharge) 127 0

Capital Redemption Reserce 299 300

General Reserves 0 0

Profit carried to Blances Sheet 9651 8,252

PEROFORMANCE DURING THE YEAR:

Turnover of the company for the year is Rs. 37851 lacs compared to Rs.32512 lacs showing increase by 16.42%. The Operating Profit for the current year is Rs. 6224 lacs (Rs.4328 lacs) which is 43.81% higher than the preceding year. Profit after tax is Rs.2297 lacs (232 lacs). Provision for tax Rs. 543 lacs & Provision for Deferred Tax is Rs. 181 lacs is made for the current year which was last year at RS. 37 Lacs and Rs. Nil respectively.

DIVIDEND

The Comapny has already declared and paid interim diviend @ 5% on the fully paidup equity share capital of the Comapny as recommended by the Board of Directors of the Coampny in its meetings held on 16th October, 2009 for the year 2009-10.

In addition to the Interim Dividend declared and paid during for the year 2009-10, the Directors in their meeting deated 28th May 2010 recommended final dividend @5% (i.e. Rs. 0.50) on 2,34.59,800 equiry shares of Rs.10/- each aggregating the total dividend 2 10% i.e. Rs. 1/-) for the year 2009-10, subject to approval by the Members at the ensuring Annual General Meeting.

The Comapny has declared and paid full outstanding dividend to 18991340 13% Cumulative Redeemable non convertivle preference shares for the financial years 2007-08 and 2008-09 and also declared and paid 6.5% dividend for the financial year 2009-10 as recommended by the Board of Directors of the company in its meeting held on 5th September, 2009. Later the Comapny has declared and paid 3.25% dividend to 7495670 13% Cummlative Redeemable non convertible preference shares for the financial year 2009-10 as recommended by the Board of Directors of the company in its meeting held on 22nd December, 2009.

REDEMPTION OF 14991340 13% CUMULATIVE REDEEMABLE NON CONVERTIBLE PREFERENCE SHARES

During the year the Comapy has redeemed all 14991340 13% cumulative redeemable non convertible preference shares which were issued to DEG Germany along with the two years sccrued dividend and pro rata dividend for the current year These preforence shares were due for redemption in June. 2010

REDEMPTION OF FOREIGN CURRENCY CONVERTIBLE BONDS:

During the year the Comapny has bought back zero coupon foreign currency converible bonds (FCCBs) with the face value of USD 7.50 million, out of tatal FCCB of USD 20 million, at discount to their face value, as per RBI approval.

BUSINESS OVERVIEW:

Year 2009 witnessed the textile industry recovering from the slowdown with strong domestic consumption and renewed export demand. Whereas the textile industry, is a major contributor to export carnings, had encountered global economic slowdown shocks. Export registered month on month negative growth for most part of 2009. However, strong domestic markets and timely government intervention helped the Indian textile industry to overcome the slowdown effect. Despite of major economic showdown, fluctuatuin in currency value and high price of cotton in year ended March, 2010. Reevival in demand from domestic as well as from major export markets, including the US and Europe, and control over the input cost. including power & fuel and interest costs, helped your company to report good growth.

Considering future demands, your Coampny has maintained its modernization and growth play in this line the company has installed four lines for the conversion of POY into PTY, With help of this the Comapny will reduce the incremental cost of raw material. This year your Comapny has added 12 air jet looms of latest technology and hired 24 jet looms on lease. With the help of these additonal looms the Comapny will increase its weaving capacity. The Coampny has also expanded its proccssing capacity

CORPORTATE GOVERNACE

Pursuant to the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governace and a Certificate from the Auditors of the Coampny regareding compliacnce with Corporate Goverance guidelines as stipulated and Management Discussion & Analysis report have been attached by way of separate Section as part of this Annual Report.

DIRECTORS

Shri Aevind Sanghvi ad Shri Amol Dalal retire by rotation as per the provisions of Articles of Association of the Company. Your Directors recommend their reappointment.

AUDITORS

Auditors of the Comapny M/s. N.C. Shah & Associates, Chartered Accountants and M/s Deloitte Haskins & Sells, Charetered Accountants. will retire at the conclusion of the ensuing 21st Anual General Meeting from the office of the Auditors and beings eligible offer themselves for re-appointment from the end of the ensuing Annual General Meetin till the conlusion of the next Annual General Meeting. The Comapny has received a certificate from them certifying that their appointment. if made, would be within the limits specified under Section 224(1B) of the Coampnies Act,1956.

The notes to the accounts referred to in the Auditors Report are Self-explantory and therefore do not call for any further comments. The Company has adequate system of internal control procedures commensurate with the size of the Comapny and the nature of its business to keep check on the activities of the various departments.

COST AUDITOR

The Central Government had vide their Order No. 52/552/CAB-2000 dated 10th August, 2000 directed an audit of the cost accounts maintained by the Comapny in respect of textiles business. For conducting the cost audit for this business for the financial year ended March 31, 2010, the Central Government has approved the appointment of M/s, N.D. Birla & Co auditors.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Coampnies Act, 1956, the Board of Directors of the Comapny hereby state and confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

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

(iii) the Directors had taken proper and sufficient care for the maintence of adequate accountng records in accordance with the provisions of the Comapnies Act, 1956 for safeguarding the assets of the Coampny and or preventing and detecting fraud and other irregularities;

(iv) the Directors had p repared the annual accounts on a going concern basis.

DEPOSITS

For the Financial year ending March 31, 2010 the company has accepted fixed deposits to the tune of Rs. 1033.70 lacs. The Coampny repaid the deposits amounting to Rs. 1279.72 lacs and the outstanding deposits at the end of the year were amounting to Rs. 123.70 lacs.

INSURANCE

All properties and insurable interests of the company including bulding, plant and machinery and stocks wherever necessary and to the extent requred have been adequately insured.

PARTICULARS OF EMPLOYEES

Particulars required by the provisions of Section 217 (2A) of the Companies Act,1956 read with the Comapnies (particluars of Employees) Rules, 1975 as amended have not been provided since no employee is drawing remueration in excess of prescribed limits as per above provisions.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY BY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details required to be disclosed under section 217 (1) (e) of the Comapnies Act, 1956 read with Comapnies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are ser out in Annexre of theis Report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the contribution made gy employee at all levels. Your Companys growth was made possible by employees support, co-operation, commitment, solidarity and hard work.

Your Directors wish to take this opportunity to express their deejp sense of gratitude to the Central and State Governments, Bankers, Financial Institutions, Shareholders, Retail Partners and Customers for their co-operation and look forward to their continued support future.

For and on behald of the Board od Directors

Vinod P. Arora

Chairman and Managing Directors

Place: Ahmedabad

Date: 28th May 2010

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