Directors Report of Aditya Spinners Ltd.

Mar 31, 2025

Your Directors’ have pleasure in presenting the 33^rd Annual Report of the company together with the
Audited statement of Accounts for the year ended 31^st March 2025.

FINANCIAL RESULTS:

(Rs. in Lakhs)

SL.NO	PARTICULARS	2024-25	2023-24
01	Gross Income	6213.10	6291.82
02	Finance Charges	143.46	162.47
03	Provision for Depreciation	262.84	258.53
04	Net Profit before Tax	(217.29)	186.67
05	Provision for Tax	(34.59)	1.17
06	Net Profit/(Loss) after Tax	(182.70)	185.50
07	Total Comprehensive Income	(205.50)	206.34

STATE OF COMPANY’S AFFAIRS:

During the year under review, the Company had achieved a sales turnover of Rs 6170.59 lakhs as against
Rs. 6125.75 lakhs made during the previous year. For the year 2024-25 the company incurred loss due to
inadverse conditions prevalent and is expecting to see positive results in the future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act and Articles of Association of the Company the Board is duly
constituted. During the financial year under review, Sri R Siva Kumar (DIN: 01791576) and Smt K V Naga
Lalitha (DIN: 02223430), Directors retired by rotation and being eligible were reappointed.

Smt K V Naga Lalitha (DIN: 02223430), Director is subject to retirement by rotation at the ensuing
Annual General Meeting and being eligible offered herself for re-appointment and the same is placed
before the members for approval.

Sri K Vijay Kumar (DIN: 00769568) was re-appointed as the Managing Director w.e.f 1^st April 2024 and Sri
K Sriram (DIN: 05103429) had been designated as the Joint Managing Director w.e.f 1^st July, 2024. There
are no other changes to the composition of the Board.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:

? In the preparation of Annual Accounts, the applicable Indian accounting standards had been
followed and there are no material departures from the same.

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

? 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.

? Annual accounts were prepared on a going concern basis., and

? 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.

? The proper system was devised to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from all Independent Directors under section
149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in section
149(6) of the Companies Act, 2013.

BOARD MEETINGS:

The Board met six times during the year under review and the particulars of meeting held and attended
by each Director are detailed in the Corporate Governance Report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company’s policy lays down the criteria for determining qualifications, positive attributes,
Independence of a director and other matter as provided under sub-section (s) of section 178 of the
Companies Act, 2013.

The current policy is to have an appropriate mix of executive and Independent Directors to maintain the
independence of the Board in terms of the provisions of Section 178 of the Companies Act, 2013. The
Board consists of one Executive Director and four Non-Executive, Non-Independent Directors in addition
to four independent Directors as on the closure of financial year. We affirm that the remuneration paid
to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

AUDIT COMMITTEE:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 the Company constituted the Audit
Committee with the following directors.

> Sri K. Vijayulu Reddy, Independent Director & Chairman.

> Sri K. V. Prasad, Independent Director

> Smt K V Naga Lalitha, Non-Executive Director.

AUDITORS:

? Statutory Auditors: At the 30th Annual General Meeting held on 6^th day of September 2022, M/s T
Mohan & Associates, Chartered Accountants were re-appointed as Statutory Auditors of the Company
to hold office for a period of five consecutive years commencing from the financial year 2022-23. In
this regard, the Company has received a certificate from the auditors to the effect that if they are
reappointed, it would be in accordance with the provisions of section 141 of the Companies Act,
2013.

? Secretarial Auditors: M/s Puttaparthi Jagannatham & Co., Company Secretaries, Hyderabad, are
the Secretarial Auditors appointed by the Board of Directors of the Company for the year 2024-25
and the report is attached to this Directors’ Report vide ANNEXURE-1.

VIGIL MECHANISM:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for
directors and employees to report genuine concerns has been established. The Company has not denied
access to any personnel to approach the management on any issue.

LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186:

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.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions with related parties were in the ordinary course and arm’s length basis. There are no
material transactions; hence disclosure under Form AOC-2 is not required.

PARTICULARS OF EMPLOYEES AS PER THE RULE-5(2) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULE, 2014.

There is no employee who was in receipt of remuneration in excess of the limits specified.

The information required pursuant to section 197 of the of the Companies Act, 2013 read with Rule 5(1)
of the companies (Appointment and Remuneration of Managing personnel) Rules, 2014 and companies
(particulars of employees) Rules, 1975, in respect of employees of the company and Director is given in
a separate annexure to this report vide ANNEXURE-2.

CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:

Information required under section 134(3) (m) of the of the Companies Act, 2013 read with Rule 8 of the
companies (Accounts) Rules, 2014 is given in ANNEXURE-3.

RISK MANAGEMENT POLICY: ^a

The Company has been addressing various risks impacting the company and the policy of the Company
on risk management is set out in the Management Discussion and Analysis which forms part of this
report.

DEPOSITORY SYSTEM

Your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity
with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository
Service (India) Limited (CDSL). As per the SEBI (Listing Obligations & Disclosure Requirements) (Fourth
Amendment) Regulations, 2018, vide Gazette notification dated 8^th June, 2018 & 30^th November, 2018
mandated that Share transfer shall be mandatorily carried out in dematerialized form only w.e.f. from
1^st April, 2019. In view of the numerous advantages offered by the Depository System, members are
requested to avail the facility of Dematerialization of the Company''s shares on either of the Depositories
mentioned as aforesaid.

BOARD EVALUATION:

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and
framework adopted by the Board. The evaluation process has been explained in the Corporate
Governance report section in this Annual Report. The Board approved the evaluation results as collated
by the nomination and remuneration committee. None of the Independent Directors are due for re¬
appointment.

ANNUAL RETURN:

The Annual Return of the company has been placed at the website of the company and can be accessed
at http://adityaspinners.net/

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under the Listing Regulations a statement on the Management Discussion and Analysis Report
is attached to this Report vide ANNEXURE-4.

CORPORATE GOVERNANCE REPORT:

Your Company has taken adequate steps to adhere to all the stipulations laid down in 27 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulation, 2015. A report on the Corporate
Governance is included as a part of this report. Certificate from the Secretarial Auditors of the company
M/s. Puttaparthi Jagannatham & Co, Company Secretaries, Hyderabad, confirming the compliance with
the conditions of Corporate Governance as stipulated under above regulations is included as parts of this
report vide ANNEXURE-5.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The aforementioned clause is not applicable to the Company during the financial year ended as on 31st
March, 2025 as the Company has not taken any loan from the banks or financial institutions under the
above-mentioned scheme and accordingly there is no instance of one time settlement.

Your Directors’ state that no disclosure or reporting is required in respect of the following items as they
are not apprised there were no transactions on these items during the year under review.

> Details relating to deposits covered under chapter 5 of the Act.

> No significant or material orders were passed by the Regulators or courts or tribunal which impact
two going concern status and the company’s operations in future.

> There are no such instances of frauds reported by Auditors under Section 143(12) and hence the
reporting clause is not applicable to the Company.

> No cases were filed pursuant to the sexual harassment of women at workplace (prevention,
prohibition and Redressal) Act, 2013 as per the internal complaints committee (ICC).

> No Dividend was recommended by the Board.

> Your Directors’ do not propose to carry any amount to General Reserve Account. ’

> No Issue of equity shares with differential rights as to Dividend, voting or otherwise.

> No Issue of shares to employees of the company under any revenue.

> Corporate social responsibility policy is not applicable for the year under report.

> The Company has complied with all the applicable Secretarial Standards issued by The Institute of
Company Secretaries of India and notified by the Central Government

> The Company has maintained cost records under Section 148(1) of the Companies Act, 2013.
However, Cost Audit is not applicable

> The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial
year ending March 31, 2025

> There is no change in the nature of the business of the company during the year under report.

> There were no such companies which have come or ceased to be the company’s subsidiaries, joint
ventures or associate companies during the year.

> There were no significant material events occurred between the closure of the books of accounts for
the year 2024-25 and the date of this report.

> The company has adequate internal financial controls system over financial reporting and such
internal financial controls over financial reporting were operating effectively as at 31^st March 2025
based on the internal controls over financial reporting.

> During the period under review, there was no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere appreciation for the support and co¬
operation received from the various departments of the Government, Bankers, suppliers, customers and
shareholders.

The Directors also wish to place on record, their appreciation for the committed services of the
company’s employees.

For and on behalf of the board

For ADITYA SPINNERS LIMITED

Sd/- Sd/-

K Vijay Kumar K Sriram

Managing Director Joint Managing Director

DIN: 00769568 DIN: 05103429

Place: Hyderabad
Date: 30.05.2025

---

Mar 31, 2024

The Directors’ have pleasure in presenting the 32^nd Annual Report of the company together with the Audited statement of Accounts for the year ended 31^st March 2024.

FINANCIAL RESULTS:

(Rs. in Lakhs)
SL.NO	PARTICULARS	2023-24	2022-23
01	Gross Income	6291.82	6947.87
02	Finance Charges	162.47	164.09
03	Provision for Depreciation	258.54	228.10
04	Net Profit before Tax	186.67	384.15
05	Provision for Tax	1.17	163.18
06	Net Profit after Tax	185.50	220.97
07	Total Comprehensive Income	206.34	1767.83

STATE OF COMPANY’S AFFAIRS:

During the year under review, the Company had achieved a sales turnover of Rs 6125.75 lakhs as against Rs 6889.37 lakhs made during the previous year. For the year 2023-24 the company earned a net profit after Tax of Rs 185.50 Lakhs as against the net profit after Tax of Rs. 220.97 lakhs made during the previous year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act and Articles of Association of the Company the Board is duly constituted. During the financial year under review, Sri K Vijay Kumar (DIN: 00769568) & Sri K Sriram (DIN: 05103429), Directors retired by rotation and being eligible were reappointed.

Sri R Siva Kumar (DIN: 01791576) and Smt. K V Naga Lalitha (DIN: 02223430), Directors are subject to retirement by rotation at the ensuing Annual General Meeting and being eligible offered themselves for re-appointment and the same is placed before the members for approval.

The members have approved the continuation of directorship of Sri R Siva Kumar (DIN: 01791576), NonExecutive Director on attainment of age of 75 years of age.

There are no other changes to the composition of the Board.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:

? In the preparation of Annual Accounts, the applicable Indian accounting standards had been followed and there are no material departures from the same.

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

? 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.

? Annual accounts were prepared on a going concern basis., and

? 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.

? The proper system was devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from all Independent Directors under section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in section 149(6) of the Companies Act, 2013.

BOARD MEETINGS:

The Board met four times during the year under review and the particulars of meeting held and attended by each Director are detailed in the Corporate Governance Report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company’s policy lays down the criteria for determining qualifications, positive attributes, Independence of a director and other matter as provided under sub-section (s) of section 178 of the Companies Act, 2013.

The current policy is to have an appropriate mix of executive and Independent Directors to maintain the independence of the Board in terms of the provisions of Section 178 of the Companies Act, 2013. The Board consists of one Executive Director and four Non-Executive, Non-Independent Directors in addition to four independent Directors as on the closure of financial year. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

AUDIT COMMITTEE:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 the Company constituted the Audit Committee with the following directors.

> Sri K. Vijayulu Reddy, Independent Director & Chairman.

> Sri K. V. Prasad, Independent Director

> Smt K V Naga Lalitha, Non-Executive Director.

AUDITORS:

? Statutory Auditors: At the 30th Annual General Meeting held on 6^th day of September 2022, M/s T Mohan & Associates, Chartered Accountants were re-appointed as Statutory Auditors of the Company to hold office for a period of five consecutive years commencing from the financial year 2022-23. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of section 141 of the Companies Act, 2013.

? Secretarial Auditors: M/s Puttaparthi Jagannatham & Co., Company Secretaries, Hyderabad, are the Secretarial Auditors appointed by the Board of Directors of the Company for the year 2023-24 and the report is attached to this Directors’ Report vide ANNEXURE-1.

VIGIL MECHANISM:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Company has not denied access to any personnel to approach the management on any issue.

LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186:

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.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions with related parties were in the ordinary course and arm’s length basis. There are no material transactions; hence disclosure under Form AOC-2 is not required.

PARTICULARS OF EMPLOYEES AS PER THE RULE-5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULE, 2014.

There is no employee who was in receipt of remuneration in excess of the limits specified.

The information required pursuant to section 197 of the of the Companies Act, 2013 read with Rule 5(1) of the companies (Appointment and Remuneration of Managing personnel) Rules, 2014 and companies (particulars of employees) Rules, 1975, in respect of employees of the company and Director is given in a separate annexure to this report vide ANNEXURE-2.

CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under section 134(3) (m) of the of the Companies Act, 2013 read with Rule 8 of the companies (Accounts) Rules, 2014 is given in ANNEXURE-3.

RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the company and the policy of the Company on risk management is set out in the Management Discussion and Analysis which forms part of this report.

DEPOSITORY SYSTEM

Your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). As per the SEBI (Listing Obligations & Disclosure Requirements) (Fourth Amendment) Regulations, 2018, vide Gazette notification dated 8^th June, 2018 & 30^th November, 2018 mandated that Share transfer shall be mandatorily carried out in dematerialized form only w.e.f. from 1^st April, 2019. In view of the numerous advantages offered by the Depository System, members are requested to avail the facility of Dematerialization of the Company''s shares on either of the Depositories mentioned as aforesaid.

BOARD EVALUATION:

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee. None of the Independent Directors are due for reappointment.

ANNUAL RETURN:

The Annual Return of the company has been placed at the website of the company and can be accessed at http://adityaspinners.net/

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under the Listing Regulations a statement on the Management Discussion and Analysis Report is attached to this Report vide ANNEXURE-4.

CORPORATE GOVERNANCE REPORT:

Your Company has taken adequate steps to adhere to all the stipulations laid down in 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. A report on the Corporate Governance is included as a part of this report. Certificate from the Secretarial Auditors of the company M/s. Puttaparthi Jagannatham & Co, Company Secretaries, Hyderabad, confirming the compliance with the conditions of Corporate Governance as stipulated under above regulations is included as parts of this report vide ANNEXURE-5.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The aforementioned clause is not applicable to the Company during the financial year ended as on 31st March, 2024 as the Company has not taken any loan from the banks or financial institutions under the above-mentioned scheme and accordingly there is no instance of one time settlement.

Your Directors’ state that no disclosure or reporting is required in respect of the following items as they are not apprised there were no transactions on these items during the year under review.

> Details relating to deposits covered under chapter 5 of the Act.

> No significant or material orders were passed by the Regulators or courts or tribunal which impact two going concern status and the company’s operations in future.

> There are no such instances of frauds reported by Auditors under Section 143(12) and hence the t reporting clause is not applicable to the Company.

> No cases were filed pursuant to the sexual harassment of women at workplace (prevention, prohibition and Redressal) Act, 2013 as per the internal complaints committee (ICC).

> No Dividend was recommended by the Board.

> Your Directors’ do not propose to carry any amount to General Reserve Account.

> No Issue of equity shares with differential rights as to Dividend, voting or otherwise.

> No Issue of shares to employees of the company under any revenue.

> Corporate social responsibility policy is not applicable for the year under report.

> The Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and notified by the Central Government

> The Company has maintained cost records under Section 148(1) of the Companies Act, 2013. However, Cost Audit is not applicable

> The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31, 2024

> There is no change in the nature of the business of the company during the year under report.

> There were no such companies which have come or ceased to be the company’s subsidiaries, joint ventures or associate companies during the year.

> There were no significant material events occurred between the closure of the books of accounts for the year 2023-24 and the date of this report.

> The company has adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March 2024 based on the internal controls over financial reporting.

> During the period under review, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere appreciation for the support and cooperation received from the various departments of the Government, Bankers, suppliers, customers and

shareholders.

The Directors also wish to place on record, their appreciation for the committed services of the

company’s employees.

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31s March. 2D15.

1) FIRANCIAL RESULTS: Rs. in Lakhs

S. Particulars 2014-15 2013-14 No.

01. Grass Income 4474.61 42D7.QB

02. Profit Before Interest and Depreciation 278.61 212.14

03. Finance Charges 80.59 25.61

04. Gross Profit 196.22 186.53

05. Provision for Depreciation E0.45 75.8B

06. NeE Profit before tax 117 77 111.45

07 Provision for tax 0.55 1.05

08. Net profit after tax 117.22 110.40

(2) STATE OF COMPANY'S AFFAIRS :

Duong the year under review, the Company had achieved a sales turnover of Rs 4474.61 lakhs during the current year as agauist Rs.42D7.Q8 lakhs made during the previous year For the year 2014-15. the company earned a net profit of Rs. 117.22 lakhs as ag ainst the net profit of Rs. 11Q .40 La khs made d u ri ng the previous year.

(3) DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Details of directors as per Section 152 read with section 149 ofthe Companies Act, 2013 and particulars of key managerial personnel as per Section 203 ofthe Acl read with Clause49 ofthe Listing Agreement, the Board is duly constituted and is balanced During the year under review, Sri. R. Shiv Kumar, Executive Vice Chairman of the company will retire by rotation and being eligible, offers himself for re-appointment at the ensuing annual general meeting. Sri. P. Ramamoorthy resigned from the office of Director and the Board placed on record iEs appreciation for his support and guidance dunng his tenure The company appointed key managerial personnel as required underthe Companies Act, 2913 and there is no change that took place during the year

(4) DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) {C) of the Companies Acl, 2Q13, the Directors confirm that:

(a) in the preparation of annual accounts, the applicable accounting siandards had been followed and there are no material departures from Ihe same.

(b) the Director have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a hue and fairview ofthe state of affaire of the company at the end of the financial year and the profit and toss of the company for that penod.

{c) 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) annual accounts were prepared on a going concern basis., and

(e) directors had laid down internal financier controls to befbflowed by the company and that such internal financial controls are adequate and were operating effectively.

f) the proper system was devised to ensure compliance with the provisions of all applicable faws and that such systems were adequate and operating effectively.

(5} DECLARATION BY INDEPENDENT DIRECTORS :

The Company has received necessary declaration from all the independent Directors under section M9(7) of the Companies Act. 2013 that they meet the criteria of indeoendeuce laid down in section 149-16 of the Companies Act, 2103 and Clause 49 of the Listing Agreement.

f6} BOARD MEETINGS :

The. Board met five times during Ihe year under review the deiaits of which are given in the Corporate Governance Report that forms part of this Report.

(7} PO UCY ON Ot RECTORS1 APPOfNTME NT AN D REMU N ERATJON :

The company's policy lays down the criteria for determining qualifications, positive attributes, independence of a director and other matter as provided under sub-section (3) of Section 17B of the Companies Act, 2D13.

The Current Policy is to have an aopropriate mix of executive and independent directors (o maintain the independence of the Board. The board consists of two executive directors and two non executive directors with two independent directors. We affirm that the remunefafcon paid 6o the directors is as per the terms 'aid out in the nomination and remuneration policy of the company.

{8} AUDIT COMMITTEE ;

Pursuant to the provisions of section 177 of the Companies Ad, 2013, the company board constituted the audit committee with the following directors:

(i) M Narasimha Rao. Independent Director as Chairman

(ii) K.V. Prasad, independent Director

iiiii K.V. NagalatiEha Non- Executive Director

(9) AUDITORS :

i a) Statutory Auditors: At the Annual General M seting held on 26* September. 2014, Mfe C. Ramachandram S. Co., Chartered Accountants were appointed as statutory auditors of the company to hold office till the conclusion of Ihe Annual Genera Meeting to be held in the calenoar year 2017 In terms of ihe first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification al every Annual General Meeting. Accordingly, Mfs C. Ramachandram & Co.. Chartered Accountants 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 it they are reappointed, it would be in accordance with the provisions of Bectaon 141 of the Companies Act, 2D13.

b) Cost Auditors1 Nageswararao & Co.. Cost Accountants are the Cost Aud-tors appointed by the company Board for auditing the cost accounts of the company for the year ended 31.03.2014 and the cost audit report for the year 2013-14 was tiled.

(c Secretariat Auditor K. Swamy &. Co., Company Secretaries are the Secretarial Auditors appointed by the board of directors of the company for the year 2D14-15 and the Report is attached to this Directors' Report vide Annexure- ? R-1.

(10) VIGIL MECHANISM'

Pursuant to the provisions of section 1T7{9) & (ID) of the Companies AcL 2fl 13 read with clause 49 of the Listing Agreement. 8 Vigil Mechanism for directors and employees to report genuine concerns has been established. The company has nor denied access to any personnel to approach the management on any issue.

(11) LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 166 :

No Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are made by the Company

(12) CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

Pursuant to the provisions of Section 134(3)(h) read with Rule8(2) of the Companies (Accounts) Rules, 2014. there were no materially significant retateo party transactions with the Company's Promoters. Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Your Directors draw attention of the members to note 23 lo the financial statement which sets out related party disclosures.

(13 REMUNERATION OF DIRECTORS. KMF'S AND EMPLOYEES :

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managing Personnel) Rutes. 20T4 and Companies (Particulars of Employees) Rules, 1975, m respect of employees of the Company and Director is given in a separate annexure to tors Report vide Annexure-DR- 6: Particulars of employees as per the Rule-5(2) of The Companies (Appointment ana Remuneration of Managerial Personnel) Rules. 2014, are not applicable as there is no employee who was in receipt of remuneration in excess of the limits specified.

(14) CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under section 134(3)(ni) of Ihe Companies Act. 2D 13 read with Rule 8 of the Companies (Accounts) Rutes, 2014, is given m the Annexure- DR-2 to this report.

(15) RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk managentent is set out hn the Management Discussion and Analysis which forms past of this report

(16) BOARD EVALUATION:

The evaluation of all the directors and Ihe Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate governance report section in this Annual Report The Board approved the evaluation results as collated by the nomination and remuneration committee.

None of the independent directors are due for re-appointment.

(17 EXTRACT OF ANNUAL RETURN:

In accordance with the provisions of Section 134(3)(a) of the Companies Act 2013 The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewrth as Annevure-DR-3.

(18) MANAGE WENT DISCUS SION AND AN ALYSTS REPORT:

As required under Clause-49 of the Listing Agreement a statement on the Management Discussion and Analysis Report is attached to this Report vide An nexu re-DR-4.

(19 CORPORATE GOVERNANCE REPORT :

Pursuant to the claused49 oFthe Listing Agreement the company complied with the guidelines and a statement on the corporate governance repon for the year 2D 14-15 is attached vide Annexure-DR-5.

(20) GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the fbflowing items as they are nol applicable there were no Transaction on these itents during the year under review.

1. Delate relating to deposits covered under Chapter-V of the Act

2. No significant or material orders were passed by the Regulators or courts or tribunal which impact the going concern status and the companies operations in future.

3. No cases were filed pursuant to th e sexual harassment of women at workplace {prevention, prohibition and reduresal) Act, 2013.

4. Dividend recommended by the Board.

5. issue of Equity shares with differential rights as to D ividend, voting or otherwise

6. Issue of shares to Employees of the Company under any revenue.

7. Corporates Social Responsibility Policy.

ACKNOWLEDGEMENT;

Your Directors take this opportunity to express their sincere appreciation for The co-operation received from the various departments of the Government, Bankers, Suppiiers, Customers and Shareholders

The Directors alsowish to place on record their appreciation forthe committed services by the company's Executives, staff and workers.

For and on behalf of the Board

N. KRISHNA MOHAN CHAIRMAN

Place: Hyderabad Date : 29-05-2015 K VUAY KUMAR Managing Director

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Mar 31, 2014

The Members,

The Directors have pleasure in presenting the 22nd Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS Rs. in Lakhs 2013-14 2012-13

Sales 4207.09 3701.17

Profit before depreciation and interest 212.15 234.75

Depreciation 75.08 69.09

Interest for the year 25.62 71.47

Profit before tax 111.45 94.19

Deferred Tax 1.04 1.98

Net Profit 110.41 92.21

2. DIVIDEND:

The Directors have not recommended any dividend.

3. REVIEW OF OPERATIONS:

During the year under review, the Company had achieved a sales turnover of Rs. 4207.09 lakhs as compared to Rs. 3701.17 lakhs made during the corresponding previous year. For the year 2013-14, the company earned a net profit of Rs.110.41 Lakhs as against the net profit of Rs.92.21 lakhs made during the corresponding previous year.

4. FUTURE PLANS:

The company is maintaining good quality products and planned to modernise the plant. The company aimes to increase the turnover to achieve the targeted profitability during the current year.

5. DIRECTORS :

The Board of Directors of the company was duly constituted as required under the Companies Act, 1956 as well as per the Clause-49 of the Listing Agreement. Sri N. Krishna Mohan and Smt K.V. Nagalalitha, Directors of the company will retire at this annual general meeting by rotation and being eligible, offer themselves for reappointment. The Board regretted the sad demise of Sri G. Satyanarayana, director and expressed its condolences. The Board appointed an additional director Sri M. Narasimha Rao whose term of office will expire at the conclusion of this Annual General Meeting.

In the opinion of the Board, Sri M. Narasimha Rao and Sri K.V. Prasad are proposed to be appointed as independent directors who fulfills the conditions specified in Section 149(6) and other applicable provisions of the Companies Act, 2013 and the rules made thereunder and that the proposed directors are independent of the management.

Sri P. Ramamoorthy ceased to be a Director on account of his resignation on 06-08-2014 and the board conveyed its appreciation for the guidence and support given by him during his tenure.

6. DEPOSITS:

The Company has not accepted any deposits from the public during the year under review.

7. AUDITORS:

The present Auditors of the Company M/s C.Ramachandram & Co., Chartered Accountants, Hyderabad, will retire at the conclusion of this Annual General Meeting and they are eligible for reappointment and it was confirmed that their reappointment, if made, would be within the specified limit under the Companies Act, 1956.

8. PARTICULARS OF EMPLOYEES:

The Particulars of employees required under Section 217(2A) of the Companies Act, 1956 read with the provisions contained in companies (Particulars of Employees) Rules 1975 as amended to date were not applicable to your Company as none of the employees was in receipt of remuneration which is in excease of the limits specified.

9. DISCLOSURE AS PER LISTING AGREEMENT :

Clause 32:

The cash flow statement in accordance with accounting standard and cash flow statement (AS-3) issued by ICAI is appended to this Annual Report.

Clause 43A:

The Company shares are listed on the Bombay Stock Exchange, Mumbai. It is further informed that the Annual listing fee was paid for the year 2014-15 to the Bombay Stock Exchange.

Clause 49 Compliance:

A detailed compliance report on the Corporate Governance is enclosed to this Annual Report.

10. DIRECTORS' RESPONSIBILITY STATEMENT :

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

(ii) The directors had selected such accounting policies and applied them consistently and made Judgment 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 the period.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

11. INDUSTRIAL RELATIONS:

The Company has had harmonious industrial relations throughout the year under review at all levels of the organization. The Company would endeavor to maintain this cordial relationship in future also.

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

Information pursuant to section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and out go has been given in a separate statement annexed here to, which forms part of the Directors Report.

13. AUDIT COMMITTEE AS PER THE COMPANIES ACT, 1956:

Pursuant to section 292A of the Companies Act, 1956, Audit Committee is duly constituted and the members of the committee are Sri P. Ramamoorthy, Director and Chairman, Sri K.V. Prasad, Independent Director, Sri M. Narasimha Rao, Independent Director and Sri K.Vijay Kumar, Managing Director.

14. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the employees of the company at all levels.

For and on behalf of the Board

Place : Hyderabad N. KRISHNA MOHAN K. VIJAY KUMAR Date : 06-08-2014 Chairman Managing Director

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Mar 31, 2012

TO The Members

The Directors present herewith the 20th Annual Report of the Company together with the Audited Accounts for the year ended 31st March' 2012.

1. FINANCIAL RESULTS

(Rs. in lakhs)

PARTICULARS 2011-12 2010-11

Sales 3555.23 3293.35

Profit/ (Loss) before depreciation and interest 186.96 373.00

Depreciation 82.58 285.11

Interest for the year 77.32 23.26

Profit / (Loss) before tax 27.06 64.63

Deferred Tax 13.56

Depreciation for the earlier years - 442.85

Net Profit/(Net Loss) 13.50 (378.22)

2. DIVIDEND

The Directors do not recommend any dividend because of accumulated losses and in view of the plans to revive the Unit as per the directions of the Hon'ble BIFR.

3. REVIEW OF OPERATIONS DURING THE YEAR

During the year under review' the Company achieved sales turnover of Rs. 3555.23 Lakhs as compared to that of Rs. 3293.35 Lakhs made during the corresponding previous year. For the year 2011-12' the company earned a profit of Rs.13.50 Lakhs as against the loss of Rs. 378.22 incurred during the corresponding previous year.

4. FUTURE PLANS

The company is committed to maintain good quality products and was in the process of increasing the equipment base with an aim to increase the turnover to achieve the targeted profitability during the current year and the years to come and to provide satisfaction to all stakeholders including the customers. The margin will however continue to be under pressure due to increase in input cost power and coal. The severe shortage of power coupled with increase in power tarriff would have an adverse effect on the profitability of the Company.

5. REHABILITATION SCHEME

Pursuant to the directions/orders of the Hon'ble Board for Industrial and Financial Reconstruction (BIFR) dated 12.09.2011' the Company is in the process of implementation of the Rehabilitation Scheme as approved The approved scheme mainly envisages reduction in the paid up capital by 60% and further issue of shares to the promoters and their associates by converting the existing unsecured loans of Rs.914.00 lakhs and revive the listing of the shares on the Bombay Stock Exchange. The Company obtained the shareholders' approval for the capital reduction and further issue of shares through postal ballot. The Company applied to the BSE for listing of the capital reduction and further issue of shares. The Company is confident and sees no problem to revive the unit as committed in the approved scheme.

6. DIRECTORS

The Board of Directors of the company was duly constituted as required under the Companies Act' 1956 as well as per the Clause-49 of the Listing Agreement. There is no change in the composition of the board of directors during the year under report except retirement of directors by rotation as required under the Articles of Association of the company. Sri N.Krishna Mohan and Sri. P. Ramamoorthy Directors of the company will retire at the ensuing annual general meeting by rotation and being eligible' offer themselves for reappointment.

7. DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

8. AUDITORS

The present Auditors of the Company M/s C. Ramachandram & Co.' Chartered Accountants' Hyderabad' will retire at the conclusion of this Annual General Meeting and they are eligible for reappointment and it was confirmed that their reappointment' if made' was within the specified limit under the Companies Act' 1956.

9. PARICULARS OF EMPLOYEES

The Particular of employees required to be disclosed under Section 217(2A) of the Companies Act' 1956 read with the provisions contained in companies (Particulars of Employees) Rules 1975 as amended are not applicable.

10. DISCLOSURE AS PER LISTING AGREEMENT

Clause 32.

The cash flow statement in accordance with accounting standard and cash flow statement (AS-3) issued by ICAI is appended to this Annual Report.

Clause 49 Compliance:

A detailed compliance report on the Corporate Governance is enclosed to this Annual Report.

11. DIRECTORS' RESPONSIBILITY STATEMENT

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

(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 and loss of the company for the period.

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

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

12. INDUSTRIAL RELATIONS

The Company has had harmonious industrial relations throughout the year under review at all levels of organization. The Company would endeavor to maintain this cordial relationship in future also.

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

Information pursuant to section 217(1) (e) of the Companies Act' 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule 1988 regarding conservation of energy' technology absorption and foreign exchange and foreign exchange earnings and out go has been given in a separate statement annexed here to' which forms part of the Directors' Report.

14. AUDIT COMMITTEE AS PER THE COMPANIES ACT' 1956

Pursuant to section 292A of the Companies Act' 1956' Audit Committee is duly constituted and the members of the committee are Sri. P. Ramamoorthy' Independent Director and Chairman ' Sri. KVA Prasad' Independent Director and Sri. K. Vijay Kumar' Managing Director.

15. ACKNOWLEDGEMENT

Your Directors also place on record their deep sense of appreciation for the dedicated services rendered by all the executives' staff and workers of the Company.

For and on behalf of the Board

Aditya Spinners Limited

Sd/- Sd/- Place: Hyderabad' K. VIJAY KUMAR N. KRISHNA MOHAN

Date: 31st May' 2012. Managing Director Executive Chairman

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Mar 31, 2011

Your Directors present herewith the 19th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2011.

1. FINANCIAL RESULTS

(Rs. in lakhs)

PARTICULARS 2010-11 2009-10

Sales 3234.60 2075.18

Profit/ (Loss) before depreciation and interest 373.00 (39.42)

Depreciation for the year 285.11 148.02

Interest for the year 23.26 6.00

Profit / (Loss) before tax 64.63 (114.60)

Depreciation for the earlier years 442.85 -

Net Profit / (Net Loss) (378.22) (114.60)

2. DIVIDEND

The Directors do not recommend any dividend because of accumulated losses and in view of the plans to revive the Unit as per the directions of the Hon'ble BIFR.

3. REVIEW OF OPERATIONS DURING THE YEAR

During the year under review, the Company achieved sales turnover of Rs. 3234.60 Lakhs as compared to that of Rs. 2075.18 Lakhs made during the corresponding previous year. For the year 2010-11, the company earned a profit of Rs.64.63 Lakt is as against the loss of Rs. 114.60 incurred during the corresponding previous year. The accumulated losses as on 31.03.2011 stood at Rs.23147.53 lakhs.

4. REHABILITATION SCHEME

Pursuant to the directions/orders of the Hon'ble Board for Industrial and Financial Reconstruction (BIFR) dated 27.05.2011 and 23.08.2011, the company is in the process of implementation of the Rehabilitation Scheme as approved on 23.08.2011 by the Hon'ble Board. The approved scheme mainly envisages reduction in the paid up capital by 60% and further allotment of share capital to the promoters and their associates and listing of the newly issued shares on the stock exchange. The company had taken steps to get the shareholders approval for the reduction and further allotment of share capital through postal ballot. The company is confident and sees no problem to revive the unit as committed in the approved scheme.

5. DIRECTORS

Sri G Satyanarayana and Sri. K.V. A Prasad, Director's will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Sri. N. Krishna Mohan and Sri. P. Ramamoorthy were appointed as additional directors of the company and the Board recommends their reappointment for approval of share holders at the ensuing annual general meeting. Sri. V. V. S. R. Anjaneyulu ceased to be a Director of the Company.

DEPOSITS

The Company has not accepted any deposit from the public during the year under review.

AUDITORS

The present Auditors of the Company M/s C. Ramachandram & Co., Chartered Accountants, Hyderabad, will retire at the conclusion of this Annual General Meeting and they are eligible for reappointment.

PARICULARS OF EMPLOYEES

The Particular of employees required under Section 217(2A) of the Companies Act,1956 read with the provisions contained in companies (Particulars of Employees ) Rules 1975 as amended to date were not applicable to your Company as none of the employees was receipt of remuneration which in aggregate is Rs 60,00,000/- or more per year nor was in receipts of remuneration for any part of the year, of Rs 500,000/ -or more per month.

DISCLOSURE AS PER LISTING AGREEMENT

CLAUSE 32:

The cash flow statement in accordance with accounting standard and cash flow statement (AS-3) issued by ICAI is appended to this Annual Report.

CLAUSE 49 COMPLIANCE:

A detailed compliance report on the Corporate Governance is enclosed to this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(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 and loss of the company for the period.

(iii) The Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

INDUSTRIAL RELATIONS

The Company has had harmonious industrial relations through out the year under review at all levels of organization. The Company would endeavor to maintain this cordial relationship in future also.

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

Information pursuant to section217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule 1988 regarding conservation of energy, technology absorption and foreign exchange and foreign exchange earnings and out go has been given in a separate statement annexed here to, which forms part of the Directors' Report.

13. CLARIFICATION ON THE OBSERVATIONS MADE IN THE AUDITORS REPORT

With regard to the auditors' observation on the secured loans as mentioned in the point No 11 of the Auditors' report for the year ended 31.03.2011, a separate disclosure is provided in the notes to accounts vide para no 6 which is self explanatory.

14. ACKNOWLEDGEMENT

Your Directors also place on record their deep sense of appreciation for the dedicated services rendered by all the executives, staff and workers of the Company.

For and on behalf of the Board

Aditya Spinners Limited

Sd/- Sd/-

Place: Hyderabad, K. VIJAY KUMAR N. KRISHNA MOHAN

Date : 24th August, 2011. Managing Director Director

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Mar 31, 2010

The Directors present herewith the 18th Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2010.

1. FINANCIAL RESULTS:

Rs.in lakcs

2009-2010 2008-09

Sales & Other Income 2075.00 292.41

Profit (Loss) before depreciation and interest 33.42 86.17

Depreciation 148.02 139.64

Profit before tax (114.60) (54.70)

Net Profit (N et Loss) (114.60) (54.70)

2. DIVIDEND:

The Directors do not recommend any dividend because of losses incurred during the year under review..

3. REVIEW OF OPERATIONS DURING THE YEAR:

During the year under review, the Companys sales were 2075 Lakhs as compared 292.41 lakhs during the corresponding previous year.

4. REHABILITATION SCHEME:

The company had seuled the dues of secured creditors under one time settlements and obtained NDC from all the financial institutions and banks. Pursuant to the directions of the Honble Board for Industrial and Financial Reconstruction (BIFR) dated 29-08.2008, the company had submitted the rehabilitation scheme, incorporating the reliefs and concessions sought from the concerned stakeholders, to the Operating Agency viz,, M/s Industrial Development Bank of India (IDBI), The rehabilitation scheme will be submitted by the OA after their examination to the Honble Bench for their consideration and approval. Yours directors confident that favorable orders will be received soon which paves the way for ultimate revival of the company.

5. DIRECTORS

Sri K V A Prasad, Director will be retiring by rotation at the ensuring Annual General Meeting being eligible, offer himself for reappointment,

6. DEPOSITS

The Company has not accepted any deposit from the public during the year under review.

7. AUDITORS

The present Auditors of the Company M/s C. Ramachandram & Co., Chartered Accountants, Hyderabad, will retire at the conclusion of this Annual General Meeting and they are eligible for reappointment.

8 PARICULARS OF EMPLOYEES:

The Particular of employees required under Section 217(2A} of the Companies Act, 1956 read with the provisions contained in companies (Particulars of Employees ) Rules 1975 as attended to date were not applicable to your Company as none of the employees was receipt of remuneration which in aggregate is Rs 24,00,000/- or more per year nor was in receipts of remuneration for any part of the year, of Rs 200,000/-or more per month.

9. DlSCLOSURE AS PER LISTING AGREEMENT;

Clause 32:

The cash flow statement in accordance with accounting standard and cash flow statement (AS-3) issued by 1CAI is appended to this Annual Report Clause 43A :

The Company shares are listed on The Hyderabad Stock Exchange Limited 6-3-654, Somajiguda, Hyderabad; The Bombay Stock Exchange ,.Mumbai, P J Towers , Dalai Street, Fort, Mumbai It is further informed that the Annual listing fees to all Stock Exchange for the year 2009-10 is yet to be paid.

Clause 49 Compliance:

Adetailed compliance report On the Corporate Governance is enclosed to this Annual Report.

10. RESPONSIBILITY STATREMENT

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

(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 ttue 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 the period.

(iii) The Directors has taken proper and sufficient cane for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

11 INDUSTRIAL RELATIONS:

The Company has had harmonious industrial relations through out the year under review at all levels of organization. The Company would endeavor to maintain this cordial relationship in future also,

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

Information pursuant to section2 17(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule 1988 regarding conservation of energy, technology absorption and foreign exchange and foreign exchange earnings and out go has been given in a separate statement annexed here to, which forms part of the Directors Report.

13. ACKNOWLEDGEMENT:

The Directors have pleasure in recording their appreciation to Financial Institutions viz.. Industrial Development Bank of India, Industrial Financial Corporation of India Limited, and Banters viz,, State Bank Hyderabad, State Bank of Patiala aud State Bank of Travancore for the valuable assistance extended to the company in settlements of debt by way of QTS,

Your Directory also pJace on record their deep sense of appreciation for the dedicated se vices rendered by all the executives, staff and workers of the Company-

For and on behalf of die Board

Place: Hyderabad, K. VIJAY KUMAR V VS R Anjaneyulu

Date: 18th August 2010. Managing Director Joint Managing Director