Directors Report of Adinath Textiles Ltd.

Mar 31, 2024

Your Directors are pleased to present the 44th Annual Report on the operational and financial performance of the
Company along with Audited Financial statements for the year ended 31st March 2024.

FINANCIAL RESULTS

Particulars	2023-24	2022-23
Income from Operations	---	---
Other Income	189.42	184.48
Profit/ (Loss) before interest & depreciation	73.67	75.27
Less Interest	4.06	0.17
Gross Profit/ (Loss)	69.61	75.10
Depreciation and amortization expense	6.18	6.87
Profit/ (Loss) Before Tax	63.43	68.23
Provision For Taxation (including deferred tax)	15.80	3.04
Profit/ (Loss) after Tax from continuing operations	47.63	65.19
Profit / (Loss) from discontinued operations	---	---
Profit / (Loss) for the year	47.63	65.19

CORPORATE REVIEW

The company has given its vacant factory buildings on lease for warehousing purpose. The income from lease is
recognized as other income.

The other income of the company, including the income from lease, during the financial year 2023-24 is F189.42 Lacs in
comparison to F184.48 Lacs for previous financial year 2022-23.

EQUITY SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2024 was F681.44 Lacs. During the year under review, the
Company has neither issued any shares nor granted stock options and nor sweat equity.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantee and Investments covered under section 186 of the Companies Act. 2013 are given in the
Notes to the Financial Statement for Financial Year ended 31st March 2024.

OTHER EQUITY

The Company does not propose to carry any amount to any reserves.

DIVIDEND

Due to absence of adequate profits, your Directors are unable to recommend any dividend for the financial year under
review.

DEPOSITS

During the Financial year under review the company has not accepted any deposits within the meaning of section 73 of
the companies Act, 2013 and rules made thereunder.

NUMBER OF MEETINGS HELD

The details of Board and Committee/other meetings held in Financial Year 2023-24 are given in the Corporate
Governance Report.

DIRECTORS/KEY MANAGERIAL PERSONNEL

In compliance with the provisions of Section 152 of the Companies Act. 2013 read with the Articles of Association of the
company, Mr. Vishal Oswal, Vice-Chairman & Managing Director of the Company, is liable to retire by rotation at the
forthcoming Annual General Meeting and being eligible, offers himself for reappointment.The Board recommends his
reappointment.

Sh. Rajneesh Oswal was re-appointed as Chairman & Managing Director of the Company for a period of five years
which is valid till 30th June, 2029. The Nomination & Remuneration Committee in its meeting held on 28th May, 2024
has recommended to the Board the re-appointment of Sh. Rajneesh Oswal as Chairman & Managing Director. The
Board of Directors in its meeting held on 28th May, 2024 has approved and recommended the re-appointment of

Sh.Rajneesh Oswal as Chairman & Managing Director for a further period of five years commencing from 1st July,
2024.

All independent Directors have given declarations that they meet the criteria of Independence as laid down under
Section 149[6] of the Companies Act, 2013 and Regulation 16[1][b] of the SEBI [Listing Obligations & Disclosure
Requirements] Regulations, 2015].

Mr. Parminder Singh (ACS 43115) Company Secretary and Compliance Officer has resigned w.e.f. the closing hours
of 11th May 2023 and the board has appointed Mrs. Harpreet Kaur (ACS 49237) as Company Secretary and
Compliance Officer w.e.f. 1st August 2023.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out as an annual
performance evaluation of its own performance and the performance of the individual Directors as well as the
evaluation of the working of its committees. The manner in which the evaluation was carried out has been explained in
the Corporate Governance.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection
and appointment of Directors, Key Managerial Personnel, Senior Management and their Remuneration. The said
policy has been uploaded on the website of the Company. The Key provisions of Nomination and Remuneration policy
are appended as an Annexure I to the Board’s report.

AUDIT COMMITTEE

The Company has duly constituted Audit Committee, the scope of which is quite comprehensive and is in conformity
with the provisions of the Companies Act, 2013 and Listing Regulations. The composition of the Audit Committee is
given in Corporate Governance Report.

All the recommendations of the Audit Committee were accepted by the Board.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted the Whistle Blower Policy/Vigil mechanism for directors and employees to report concerns
about unethical behavior, actual or suspected fraud, or violation of the Company’s Code of Conduct and Ethics. Such
mechanism/policy is also uploaded on the website of the Company.

STATUTORY AUDITORS

At Annual General Meeting held on 29th September 2022, M/s Kamboj Malhotra & Associates (Formerly Known as
M/s Malhotra Manik & Associates) were appointed as Statutory Auditors of the company to hold office from 42nd
Annual General Meeting till the conclusion of the 47th Annual General Meeting.

The Auditors’ Report on the accounts of the Company for the year under review requires no comments. Further, there
were no frauds reported by the Statutory Auditors of the Company during the period under review neither under Section
143(12) of neither the Act nor which are reportable to the Central Government.

COST AUDIT

Cost audit for the financial year 2023-24 is not applicable to the company as per Section 148 along with Companies
(Cost Records and Audit) Rules, 2014 and any other notification issued by the Ministry of Corporate Affairs, hence no
cost auditor was appointed for cost audit purposes.

SECRETARIAL AUDIT

M/s P.S. Bathla & Associates, Practising Company Secretaries at Ludhiana, were appointed to conduct the secretarial
audit of the Company for Financial Year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules
made there under. The Secretarial Audit Report for Financial Year 2023-24 is appended as an Annexure II to the
Board’s Report.

The Secretarial Auditors’ report for the financial year under review requires no comments.

The Board has re-appointed M/s P.S. Bathla & Associates, Practising Company Secretaries, Ludhiana as Secretarial
Auditor of the Company for Financial Year 2024-25.

RELATED PARTY TRANSACTIONS

All Related Party transactions entered during the financial year were on arm’s length basis and in the ordinary course of
business. There were no materially significant related party transactions during the year.

Since there were no contracts/arrangements/transactions which were not at arm’s length basis or material with Related
Party during the year; disclosure in form AOC-2 is not applicable.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to
regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the
Companies Act, 2013, the rules there under and Listing Regulations.

This Policy as considered and approved by the Board has been uploaded on the website of the Company at

https://www.adinathtextiles.com/pdf/Related_Party_Transaction_Policy.pdf

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is appended as an Annexure III and forms an integral part of this
report.

ANNUALRETURN

Annual Returns as of previous years are available on the website of the company at www.adinathtextiles.com.

A copy of Annual Return for the financial year 2023-24 will be available on the website of the company after submission
of the same to the Registrar of Companies.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has been addressing various risks through well-defined risk management policy/procedures, which in
the opinion of the Board may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company had laid down adequate internal financial controls with reference to financial statements. During the year
such controls were tested and no material weakness in their operating effectiveness was observed.

BASIS OF PREPARATION OF FINANCIAL STATEMENT

Financial statements for the year ended 31st March, 2024 have been prepared in accordance with Indian Accounting
Standards [Ind-AS], the provisions of the Company Act. 2013 along with Ministry of Corporate Affairs Notification Dated
24th March, 2021 and guidelines issued by the Securities and Exchange Board of India [SEBI]. The Ind-AS are
prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies [Indian Accounting
Standards] Rules, 2015 and relevant amendment rules issued thereafter.

ASSOCIATES AND SUBSIDIARIES

The Company has no Associates & Subsidiaries as on 31st March, 2024.

CORPORATE GOVERNANCE

As per the provisions of Listing Regulations, a separate Report on Corporate Governance practices followed by the
Company together with a Certificate from the Practicing Company Secretary, confirming compliance forms part of this
report.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134[3][m] of the Companies Act, 2013 read with Rule 8 of Companies [Accounts] Rules,
2014 the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and
outgo is appended as Annexure IV to the Board’s report.

CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business.

MATERIAL CHANGE

There are no material changes or commitments affecting the financial position of the Company have occurred during
the year under consideration, or after closure of the financial year till the date of this report.

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

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going
concern status and Company’s operations.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(a) In the preparation of the annual accounts the applicable Indian Accounting Standards had been followed along
with proper explanation relating to material departures;

(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 and loss 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 this Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(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;

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

GENERAL DISCLOSURES

The Company has already complied with provisions relating to the constitution of Internal Complaint committee under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act. 2013. There were no
complaints/cases reported with Internal Complaint Committee formed under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act. 2013.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for the contributions made by the employees through their
dedication, hard work and commitment in achieving your Company’s performance. In an increasingly competitive
environment collective dedication of employees is delivering superior and sustainable shareholder value.

The Board also places on record its sincere appreciation towards the Company’s valued customers, vendors,
shareholders and investors for their continued support to the Company.

For and on Behalf of the Board
For Adinath Textiles Limited

Sd/-

Place : Ludhiana Rajneesh Oswal

Date : 13^th August, 2024 Chairman & Managing Director

(DIN :00002668)

---

Mar 31, 2015

Dear members,

The Directors are pleased to present the 35th Annual Report on the business and operations of the Company along with audited statements of accounts for the year ended 31s1 March, 2015.

FINANCIAL RESULTS

(Amount in Rs.)

Particulars 2014-15 2013-14

Income from Operations 8879220.00 9244196.16

Other Income 12638867.00 8846524.87

Profit/ (Loss) before interest & depreciation 5923454.01 3483498.77

Less Interest 6074.71 1628.97

Gross Profit/ (Loss) 5917379.30 3481869.80

Depreciation 1720022.00 934133.00

Net Profit/ (Loss) Before Tax 4197357.30 2547736.80

Provision For Taxation (including deferred tax) 1013410.00 391240.00

Net Profit/ (Loss) after Tax 3183947.30 2156496.80

CORPORATE REVIEW

During the year under consideration the income from operations of the company is Rs. 88,79,220.00/- against Rs. 92,44,196.16/- in the last Financial Year. Other Income of the company is Rs. 1,26,38,867.00/- in comparison to Rs. 88,46,524.87/- in previous year.

As reported earlier that the company has been declared as Sick by the BIFR. The management of the company has submitted its Detailed Rehabilitation Scheme (DRS) to the BIFR through the operating agency appointed by the BIFR after incorporating the changes suggested by different agencies. The BIFR has recorded its opinion against the scheme and company has filed an appeal with AAIFR in this regard.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 681.44 Lacs. During the year under review, the Company has neither issued any shares nor granted stock options and nor sweat equity.

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.

RESERVES & SURPLUS

Profit for the period of Rs. 31.84 lac has been transferred to reserve and surplus.

DIVIDEND

Due to absence of adequate profits, your Directors are unable to recommend any dividend for the year under review. DEPOSITS

During the year under review the company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

NUMBER OF MEETINGS HELD

The details of Board and Committee Meetings are given in the Corporate Governance Report.

DIRECTORS

Sh. Rajneesh Oswal, Managing Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting under clause 86(1) of Article of Association of the Company and being eligible, offer himself for reappointment.

Dr. [Mrs.] Shalini Gupta has been appointed as an Additional Director (Independent) with effect from 26lh March 2015 and she shall hold office till the date of forthcoming Annual General Meeting wherein she is proposed to be appointed as an Independent director not liable for retirement by rotation.

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

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013 and Clause 49 of the listing agreement, the Board has carried out an annual performance evaluation of its own performance and the performance of the individual Directors as well as the evaluation of the working of its committees. The manner in which the evaluation was carried out has been explained in the Corporate Governance.

KEY MANAGERIAL PERSONNEL

Sh. Rajesh Kumar was appointed as Chief Financial Officer of the Company w.e.f. 26th May, 2014.

The following employees were designated as Whole-time Key Managerial Personnel by the Board of Directors during the year under review:

* Sh. Rajneesh Oswal, Managing Director

* Sh. Rajesh Kumar, Chief Financial Officer

* Sh. Preet Kanwar Singh, Company Secretary REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their Remuneration. The said policy has been uploaded on the website of the Company. The Key provisions of Nomination and Remuneration policy are appended as an Annexure I to the Board's report.

AUDIT COMMITTEE

The company has duly constituted Audit Committee, the scope of which is quite comprehensive and is in conformity with the provisions of the Companies Act, 2013 and revised Clause 49 of the listing Agreement. The composition of the Audit Committee is given in Corporate Governance Report.

All the recommendations of the Audit Committee were accepted by the Board.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted the Whistleblower Policy/Vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company's Code of Conduct and Ethics. Such mechanism/policy is also uploaded on the website of the Company.

STATUTORY AUDITORS

At the Annual General Meeting held on 13lh August, 2014 M/s Dass Khanna & Company, Chartered Accountants, Ludhiana were appointed as statutory auditors of the Company to hold office till the conclusion of the 37th Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Dass Khanna & Company, Ludhiana, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that their appointment is in accordance with the provisions of Section 141 of the Companies Act, 2013.

The auditors' report on the accounts of the Company for the year under review requires no comments.

COST AUDIT

Cost audit for the financial year 2014-15 is not applicable to the Company as per Notification issued by the Ministry of Corporate Affairs, hence no cost auditor was appointed for cost audit purposes.

SECRETARIAL AUDIT

M/s P. S. Bathla & Associates, Practising Company Secretaries, Ludhiana, were appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules made there under. The secretarial audit report for FY 2014-15 is appended as an Annexure II to the Board's report.

The Secretarial auditors' report for the year under review requires no comments.

The Board has appointed M/s P. S. Bathla & Associates, Practising Company Secretaries, Ludhiana as secretarial auditor of the Company for the financial year 2015-16.

RELATED PARTY TRANSACTIONS

No Related Party transactions was entered during the financial year.

There were no material contract or arrangement or transactions with Related Party during the year. Thus, disclosure in form AOC-2 is not required.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the rules there under and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company at http://www.adinathtextiles.com/ pdf/Related Party Transaction Policy.pdf

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as an Annexure III and forms an integral part of this report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as an Annexure IV to the Board's report.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has been addressing various risks through well defined risk management policy/procedures, which are in the opinion of the Board may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has laid down adequate internal financial controls with reference to financial statements. During the year such controls were tested and no material weakness in their operating effectiveness was observed.

ASSOCIATES AND SUBSIDIARIES

The Company has no Associates & Subsidiaries as on March 31,2015.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate Report on Corporate Governance practices followed by the Company together with a Certificate from the Practicing Company Secretary confirming compliance forms part of this report.

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

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 the particulars relating to conservation of energy, technology, absorption and foreign exchange earning and outgo is appended as an Annexure V to the Board's Report.

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

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations. except that the BIFR has recorded its opinion against the DRS (Detailed Rehabilitation Scheme) and Company has filed an appeal with AAIFR in this regard.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts for the year ended 31s1 March, 2015, the applicable accounting standards have been followed and there has been no material departures;

(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 and loss account 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, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and.

(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.

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and these were adequate and operating effectively.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for the dedicated work and co-operation extended by all the employees. Your Directors also wish to record their gratitude to the shareholders, Customers and Suppliers for their valuable support.

For and on Behalf of the Board For Adinath Textiles Limited Sd/- Place : Ludhiana Rajneesh Oswal Date : 28th May, 2015 (Managing Director) (DIN :00002668)

---

Mar 31, 2014

Dear Members,

The Directors of your company are pleased to present the 34th Annual Report together with the Audited Accounts of the company for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars 2013-14 2012-13

Income from Operations 9244196.16 95069158.00

Other Income 8846524.87 8047903.50

Profit/ (Loss) before interest & depreciation 3483498.77 10452901.14

Less Interest 1628.97 1425.96

Gross Profit/ (Loss) 3481869.80 10451475.18

Depreciation 934133.00 937975.00

Net Profit/ (Loss) Before Tax 2547736.80 9513500.18

Provision For Taxation (including deferred tax) 391240.00 1986000.00

Net Profit/ (Loss) after Tax 2156496.80 7527500.18

During the year under consideration the income from operations of the company is Rs. 9244196.16 against Rs. 95069158.00 in the last Financial Year. Other Income of the company is Rs. 8846524.87 in comparison to Rs. 8047903.50 in previous year.

As reported earlier that the company has been declared as Sick by the BIFR. The management of the company has submitted its Detailed Rehabilitation Scheme (DRS) to the BIFR through the operating agency appointed by the BIFR after incorporating the changes suggested by different agencies. The same is under active consideration of the Hon''ble BIFR for circulation and final approval.

DIVIDEND

Due to accumulated losses of the previous years, your Directors are unable to recommend any dividend for the year under review.

DIRECTORS

Sh. R. P. Gupta, Sh. S. K. Sekhri and Sh. Arun K. Goel are being re-appointed as Independent Directors of the Company for a period of five years.

DEPOSITS

During the year under review the company has not accepted any deposits within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

AUDITORS

Auditors of the Company M/s Dass Khanna & Co., Chartered Accountants, Ludhiana retire at the ensuing Annual General Meeting of the company and are eligible for reappointment.

COST AUDITORS

As per new cost audit orders, the company has been advised that cost audit is not applicable for the financial year 2013-14 as company is not carrying any manufacturing activity at its own.

AUDITORS REPORT

The Auditors Report on accounts of the company for the year under review is self explanatory and requires no comments. As for their comments regarding realization of old outstanding, management has taken effective steps, including the filing of legal cases, and is hopeful to recover the old outstanding.

As regards the non compliance of Section 383A of the Companies Act, 1956 management has taken due steps to appoint Company Secretary, but no suitable candidate was available for appointment.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Practicing Company Secretary confirming compliance forms part of this report.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

STATEMENT OF PARTICULARS OF EMPLOYEES

The Company has no employee in the category specified under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts, applicable accounting standards have been followed and there has been no material departures;

2. the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit or loss of the company for the year ended on that date;

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;

4. annual accounts have been prepared on a going concern basis.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for the dedicated work and co-operation extended by all the employees. Your Directors also wish to record their gratitude to the shareholders, Customers and Suppliers for their valuable support.

ON BEHALF OF THE BOARD For ADINATH TEXTILES LIMITED

Sd/-

PLACE : LUDHIANA RANJEESH OSWAL

DATE : 26.05.2014 (EXECUTIVE DIRECTOR)

---

Mar 31, 2013

The Directors of your company are pleased to present the 33rd Annual Report together with the Audited Accounts of the company for the year ended 31st March, 2013.

FINANCIAL RESULTS (Rs. in lacs)

2012-13 2011-2012

Income from Operations 950.69 501.98

Other Income 80.48 80.89

Profit/ (Loss) before interest & depreciation 104.51 81.41

Less Interest 0.00 0.00

Gross Profit/ (Loss) 104.51 81.41

Depreciation 9.38 9.77

Net Profit/ (Loss) Before Tax 95.13 71.64

Provision For Taxation (including deferred tax) 19.86 0.08

Net Profit/ (Loss) after Tax 75.27 71.72

During the year under consideration the income from operations of the company is Rs. 950.69 lacs against Rs. 501.98 lacs in the last Financial Year. Other Income of the company is Rs. 80.48 lacs in comparison to Rs. 80.89 lacs in previous year

As reported earlier that the company has been declared as Sick by the BIFR. The management of the company has submitted its Detailed Rehabilitation Scheme (DRS) to the BIFR through the operating agency appointed by the BIFR after incorporating the changes suggested by different agencies. The same is under active consideration of the Hon''ble BIFR for circulation and final approval.

DIVIDEND

Due to accumulated losses of the previous years, your Directors are unable to recommend any dividend for the year under review.

DIRECTORS

Sh. S. K. Sekhri, Director of the Company, liable to retire by rotation at the forthcoming Annual General Meeting under clause 113 of Article of Association of the Company and being eligible, offers himself for reappointment.

DEPOSITS

During the year under review the company has not accepted any deposits within the meaning of section 58Aofthe Companies Act, 1956and the rules made there under.

AUDITORS

Auditors of the Company M/s Dass Khanna & Co., Chartered Accountants, Ludhiana retire at the ensuing Annual General Meeting of the company and are eligible for reappointment.

COST AUDITORS

As per new cost audit orders, the company has been advised that cost audit is not applicable for the financial year2012-13 as company is not carrying any manufacturing activity at its own.

AUDITORS REPORT

The Auditors Report on accounts of the company for the year under review is self explanatory and requires no comments. As for their comments regarding realization of old outstanding, management has taken effective steps, including the filing of legal cases, and is hopeful to recover the old outstanding.

As regards the non compliance of Section 383A of the Companies Act, 1956 management has taken due steps to appoint Company Secretary, but no suitable candidate was available for appointment.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Practicing Company Secretary confirming compliance forms part of this report.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

STATEMENT OF PARTICULARS OF EMPLOYEES

The Company has no employee in the category specified under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts, applicable accounting standards have been followed and there has been no material departures;

2. the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit or loss of the company for the year ended on that date;

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;

4. annual accounts have been prepared on a going concern basis.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for the dedicated work and co-operation extended by all the employees. Your Directors also wish to record their gratitude to the shareholders, Customers and Suppliers for their valuable support.

ON BEHALF OF THE BOARD

For ADINATH TEXTILES LIMITED

Sd/-

Place : Ludhiana RAJNEESH OSWAL

Date : 29th May, 2013 (Executive Director)

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Mar 31, 2012

The Directors of your company are pleased to present the 32nd Annual Report together with the Audited Accounts of the company for the year ended 31.03.2012.

FINANCIAL RESULTS (Rs. in lacs) 2010-12 2010-2011

Income from Operations 501.98 448.15

Other Income 80.89 39.42

Profit/(Loss) before interest and depreciation 81.41 52.42

Less interest 0.00 0.00

Gross Profit/(Loss) 81.41 52.42

Depreciation 9.77 10.39

Net Profitf(Loss) Before Tax 71.64 42.03

Provision for Taxation 0.08 0.00

Net Profit/(Loss)after Tax 71.72 42.03

During the year under consideration the income from operations of the company is Rs. 501.98 Lacs against Rs. 448.15 lacs in the last Financial Year. Other Income of the company is Rs. 80.89 Lacs in comparison to Rs. 39.42 Lacs in previous year.

As reported earlier that the company has been declared as Sick by the BIFR. The management of the company has submitted its Detailed Rehabilitation Scheme (DRS) to the BIFR through the operating agency appointed by the BIFR after incorporating the changes suggested by different agencies. The same is under active consideration of the circulation and final approval. DIVIDEND

Due to accumulated losses of the previous years, your Directors are unable to recommend any dividend for the year under view. DIRECTORS

Sh. Raman Marwaha is retiring by rotation. Sh. Raman Maratha has shown his unwillingness for re- appointment. Your Directors place on record their appreciation for the services and contribution made by Sh. Raman Marwaha as Director of the Company. DEPOSITS

Du ring the year under review the company has not accepted any deposits within the meaning of sect ion 58Aof the Companies Act, 1956and the rules made there under. AUDITORS

Auditors of the Company M/s Dass Khanna & Co., Chartered Accountants, Ludhiana retire at the ensuing Annual General Meeting of the company and are eligible for reappointment. COSTAUDITORS

Mr. Vipin Maini, Cost Accountant, New Delhi, had been appointed as Cost Auditors for the year 2010-11 and the re port of cost auditor has been filed. As per new cost audit orders, the company has been advised that cost audit is not applicable forthefinancialyear2011-12 as company is not carrying any manufacturing activity at its own. AUDITORS REPORT

The Auditors Report on accounts of the company for the year under review is self explanatory and requires no comments. As for their comments regarding realization of old outstanding, management has taken effective steps, including the filing of legalcases, and is hopeful to recover the old outstanding.

Company had appointed Ms. Monika Verma as its secretary to meet out the requirement of Section 383A of the Companies Act, 1956. However, Ms. Monika Verma did not stay with the company for long time.

INFORMATION PURSUANTTO SECTION 217 OF THE COMPANIESACT, 1956

(A)Subsection(1)(e)

(i) Conservation of Energy -All efforts are being made to conserve energy.

(ii) Technology Absorption—Nil.

(iii) Foreign Exchange Earnings and Outgo-Nil

(iv)Activities and initiatives related to Export-Nil

B) Subsection 2A

The Company has no employee in the category specified under Section 217 (2A) of the Companies Act, 1956.

(C)Subsection2AA

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed by the Company along with proper explanation relating to material departures;

2. That 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 or loss of the company for that period ;

3. That 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 for preventing and detecting fraud and other irregularities;

A. That the directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for the dedicated work and co-operation extended by all the employees.

Your Directors also wish to record their gratitude to the shareholders, Customers and Suppliers frothier valuable support.

ON BEHALF OF THE BOARD for ADINATH TEXTILES LIMITED

Sd/-

Place: Ludhiana RAJNEESH OSWAL

Date: 30.08.2012 (Chairman)

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Mar 31, 2010

The Directors of your company are pleased to present the 30" Annual Report together with the Audited Accounts of the company for the year ended 31.03.2010.

FINANCIAL RESULTS (Rs. in lacs)

2009-10 2008-09

Income from Operations 1307.04 1273.23

Other lncome 12.92 51.60

Profit/(Loss) before interest

and depreciation 181.54 220.17

Less interest 0.09 0.24

Gross Profit/(Loss) 181.45 219.93

Depreciation 12.08 14.83

Net Profit/(Loss) Before Tax 169.37 205.10 Provision for Taxation 0.02 0.33

NetProfit/(Loss)afterTax 169.35 204.77

During the year under consideration the turnover of the company is Rs. 1307.04 Lacs against Rs. 1273.23 lacs in the last Financial Year. In addition company had also carried the job work to the extent of Rs. 35.84 Lacs in comparison to Rs. 54.65 Lacs in previous year.

As reported earlier that the company has been declared as Sick by the BIFR. The management of the company has submitted its Detailed Rehabilitation Scheme (DRS) to the BIFR through the operating agency appointed by the BIFR and is hopeful to get the approval of revival scheme submitted.

DIVIDEND

Due to accumulated losses of the previous years, your Directors are unable to recommend any dividend for the year under review.

DIRECTORS

Sh. S.K.Sekhri is retiring by rotation and is eligible for re-appointment as director of the company.

DEPOSITS

During the year under review the company has not accepted any deposit. with in the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

AUDITORS

Auditors of the Company M/s Dass Khanna & Co., Chartered Accountants, Ludhiana retire at the ensuing Annual General Meeting of the company and are eligible for reappointment.

COST AUDITORS

Mr. Vipin Maini, Cost Accountant, New Delhi, has been appointed as Cost Auditors for the year 2009-10 He will submit his report in due course.

AUDITORS REPORT

The Auditors Report on accounts of the company for the year under review is self explanatory and require no comments. As for their comments regarding realization of old outstanding, management has taken effective steps, including the filing of legal cases, and is hopeful to recover the old outstanding.

Company had appointed Mr. Robin Vijan as its secretary to meet out the requirement of Section 383Aof the Companies Act, 1956. However, Mr. Robin Vijan did not stay with the company for long time.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

(A) Subsection (1)(e)

(i) Conservation of Energy -All efforts are being made to conserve energy.

(ii) Technology Absorption- Nil.

(iii) Foreign Exchange Earnings and Outgo

Earnings: Nil

Outgo : Rs. Nil/-

B) Subsection 2A

The Company has no employee in the category specified under Section 217 (2A) of the Companies Act, 1956.

(C) Subsection 2 AA

Your Directors state;

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed by the Company along with proper explanation relating to material departures,

2 That 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 or loss of the company for that period ;

3. That 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 for preventing and detecting fraud and other irregularities;

4. That the directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for the dedicated work and co-operation extended by all the employees.

Your Directors also wish to record their gratitude to the share holders, Customers and Suppliers for their valuable support.

ON BEHALF OF THE BOARD

for ADINATH TEXTILES LIMITED

Sd/-

Place: Ludhiana RAJNEESH OSWAL

Date: 14th August, 2010 (Chairman)

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Mar 31, 2009

The Directors of your company are pleased to present the 29th Annual Report together with the Audited Accounts of the company for the year ended 31.03.2009.

FINANCIAL RESULTS (Rs.inlacs)

2008-09 2007-2008

Income from Operations 1276.28 64.72

Other Income 51.60 968.86

Profit/(Loss) before interest

and depreciation 220.17 942.89

Less interest 0.24 12.09

Gross ProfitV(Loss) 219.93 930.80

Depreciation 14.83 16.71

Net Profit/(Loss) Before Tax 205.10 914.09

Provision for Taxation 0.33 (045)

Net Profit/(Loss) afterTax 204.77 914.54



During the year under consideration the turnover of the company is Rs. 1221.63 Lacs . In addition company had also carried the job work to the extent of Rs. 54.65 Lacs in comparison to Rs 64.72 Lacs in previous year. As reported earlier that the company has been declared as Sick by the BIFR. Now the management has submitted its Detailed Rehabilitation Scheme (DRS) to the operating agency appointed by the BIFR. The operating agency appointed by the BIFR has submitted its 1st report to BIFR . The management is hopeful to get the approval of revival scheme submitted.

DIVIDEND

Due to accumulated losses of the previous years, your Directors are unable to recommend any dividend for the year under review.

DIRECTORS

Sh. Raman Marwaha is retiring by rotation and is eligible for re-appointment as director of the company. The Board has re appointed Sh. Rajneesh Oswal as Executive Director of the company for atermof five year s w.e.f.01.07.2009.

DEPOSITS

During the year under review the company has not accepted any deposits withinih the meaning of Section 58A of the Companies Act, 1956andthe rules made there under.

AUDITORS

Auditors of the Company M/s Dass Khanna & Co, Chartered Accountants, Ludhiana retire at the ensuing Annual General Meeting of the company and are eligible for reappointment.

COST AUDITORS

Mr Vipin Maini, Practicing Cost Accountant, New Delhi, have been appointed as Cost Auditors for the year 2008-09.

They will submit their report in due course.

AUDITORS REPORT

The Auditors Report on accounts of the company for the year under review is self explanatory and require no comments. As for their comments regarding realization of old outstanding, management has taken effective steps, including the filing of legal cases, and is hopeful to recover the old outstanding.

Company had appointed Ms. Manpreet Kaur as its secretary to meet out the requirement of Section 383A of the Companies Act, 1956. However, Ms. Manpreet Kaur did not stay with the company for long time.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

(A) Subsection (1)(e)

(i) Conservation of Energy -All efforts are being made to conserve energy.

(ii) Technology Absorption- Nil.

(iii) Foreign Exchange Earnings and Outgo

Earnings: Nil

outgo : Rs. Nil/-

B) Subsection2A

The Company has no employee in the category specified under Section 217 (2A) of the Companies Act, 1956

(C) Subsection 2 AA

Your Directors state:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed by the Company along with proper explanation relating to material departures;

2 That 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 or loss of the company for that period ;

3 That 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 for preventing and detecting fraud and other irregularities;

4 That the directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for the dedicated work and co-operation extended by all the employees Your Directors also wish to record their gratitude to the shareholders, Bankers and Customers for their valuable support



ON BEHALF OF THE BOARD

for ADINATH TEXTILES LIMITED

Sd/-

Place:Ludhiana RAJNEESH OSWAL

Date: 21 st August,2008 (Chairman)