Directors Report of Banaras Beads Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the 45^th Board’s Report, along with the audited financial statements for the year ended March 31,
2025. This report highlights our financial performance, key strategic initiatives, and corporate governance practices that have guided the
Company over the past year.

FINANCIAL RESULTS:

	2024-2025	2023-2024
	(Rs. in lacs)	(Rs. in lacs)
Revenue from Operations	3156.32	2821.99
Net Profit Before Taxation	405.28	368.62
Net Profit after taxation	308.81	275.08
Balance of Profit & Loss Account B/F	2354.18	2215.01
APPROPRIATIONS:
Transfer to General Reserve	0	0
Dividend Paid	149.32	132.72
Taxes of earlier Years	0.26	3.19
Balance of Profit & Loss Account C/F	2513.41	2354.18

OPERATION / PERFORMANCE:

During the year revenue from operations of your Company increased by 11.85% at Rs. 3156.32 lacs as compared to Rs. 2821.99 lacs in the
corresponding period of the previous year and Profit after Tax increased by 12.26% at Rs. 308.81 lacs as compared to Rs. 275.08 lacs in the
corresponding period of the previous year.

DIVIDENDS:

Based on the Company’s performance during the year 2024-25, the Board of Directors decided to make payment an Interim dividend of Rs.
2.25/- per share and not recommended for final dividend.

UNCLAIMED DIVIDEND

Regarding unclaimed dividends, as of March 31, 2025, Rs. 1102896.25 in our Unpaid Dividend Accounts. We have published a detailed
statement on our website https://www.bblinvestor.com of all unclaimed dividend with names, depository participant IDs, client IDs,

shareholdings, and unclaimed amounts for affected shareholders.

TRANSFER TO RESERVES

No amount has been transferred to reserve. The closing balance of the retained earnings of the Company for F.Y. 2024-2025, after all
appropriation and adjustments was Rs. 2513.41 lacs.

CHANGE IN THE NATURE OF BUSINESS:

The Company’s main business is Manufacturing and export of Handicraft items like Glass Beads; Neckleces, Imitation Jewellary etc. There
was no change in the nature of the business of the Company during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134(5) of the Companies Act, 2013, the Directors hereby state and confirm -

(a) in the preparation of the annual accounts, the applicable 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 except as required by accounting standards and
other applicable law(s) and made judgments and estimates that are reasonable and prudent so as to give a true and fair view o f 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 of all applicable laws and that such systems were
adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed
by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting
by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the
board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2024-25.

ADOPTION OF IND AS:

The company had already adopted Ind AS since financial year 2017-18.

PENDING PETITION WITH NCLT:

The Special Leave Petition vide no. 25165-25166/2007 had been disposed of by Hon’ble Supreme Court on 11.04.2018. The company had
already complied and executed all the direction given by Hon’ble Company law Board in its order dated 05.09.2007 and nothing is pending to
be complied by the company and accordingly disclosed in Annual Report made thereafter. However, Mr. Raj Kumar Gupta, ex-director of the
company, who had not challenged CLB orders has filed an Execution Petition No. 424/2018 before Hon’ble NCLT to get property of the
company situated at Expo Mart, Greater NOIDA, which was neither part of CLB Petition No. 14/1999 nor mentioned in the list of properties to
be transferred to 1^st Petitioner (Mr. Raj Kumar Gupta group) in CLB final order dt. 04.07.2007 and modified order dt. 03.08.2007. Mr. Raj
Kumar Gupta Ex-director of the company had already made an application to get this property before Hon’ble Supreme Court in SLP No. 935-
936/2010 and Hon’ble Supreme Court finally dismissed the SLP with all pending applications. Thus, after final order of Hon’ble Supreme
Court, the Management does not reasonable expect that the Execution Petition, when ultimately concluded and determined, will have any
material and adverse effect on the Company’s results of operations or financial condition. The Execution Petition 424/2018 was listed on

19.5.2025 for final hearing but matter was not taken up and adjourned to 17^th July, 2025 before the Regular Bench.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) is presented in a separate section forming
part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

INDUCTIONS AND RETIREMENTS / CESSATION OF DIRECTORS:

During the financial year 2024-2025 no director ceased / completed his tenure as director or appointed as an additional director. However on

29.05.2025 Mrs. Shalini Chandra, Executive Director DIN No. 01036394 resigned and Mrs. Jayanti Mathur Din No. 11111303 appointed as an
Additional Director Non- Executive Director on 29.05.2025 to hold the office upto ensuing AGM.

Shri Siddharth Gupta (DIN No. 00342369), retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking
shareholders’ approval for his re-appointment along with other required details forms part of the Notice.

The Company is having proper composition of whole time and independent director(s) along with key managerial personnel in compliance of

WHOLE TIME DIRECTORS / KEY MANAGERIAL PERSONNEL

Shri Ashok Kumar Gupta (DIN No. 00016661), Chairman & Managing Director, (Re-appointed in AGM held on 01.08.2024 to hold post from 01.04.2024 to 31.03.2029) Shri Siddharth Gupta (DIN No. 00342369), Chief Executive Officer and Managing Director, (Re-appointed in AGM held on 01.08.2024 to hold post from 01.02.2024 to 31.01.2029) Smt. Shalini Chandra (DIN No. 01036394), Executive Director(Women Director) Resigned on 29.05.2025 Mrs. Jayanti Mathur (DIN 11111303,) appointed by board as an additional women director (Non¬ Executive Director) w.e.f. 29.05.2025. Shri Ramesh Kumar Singh, Company Secretary and Mr. Vinay Kumar Piyush, Chief Finance Officer.

INDEPENDENT DIRECTORS

Mr. Shushil Kumar Kandoi (DIN No. 08664771), (Re-appointed in AGM held on 01.08.2024 to hold post from 17.01.2025 to 16.01.2030) Mr. Anil Kumar Gupta (DIN No. 00895938) and (Re-appointed in AGM held on 01.08.2024 to hold post from 17.01.2025 to 16.01.2030) Mr. Manan Kumar Sah (DIN No. 00702864) (Re-appointed in AGM held on 01.08.2024 to hold post from 17.01.2025 to 16.01.2030)

BOARD EVALUATION:

The Independent Directors of the company has carried out on 27.05.2024 and on 28.01.2025 during the year evaluation of its own performance,
board committees, and board of directors pursuant to the provisions of the Companies Act, SEBI Listing Regulations. and the Guidance Note
on Board Evaluation issued by the Securities and Exchange Board of India.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board
composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria
such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his
role.

In separate meetings of independent directors, performance of non-independent directors, performance of the board as a whole and
performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees
and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the
independent director being evaluated.

The Company’s policy on directors’ appointment and remuneration and other matters provided in section 178(3) of the Act has b een disclosed
in the corporate governance report, which forms part of this report and same is available on www.bblinvestor.com.

DIVIDEND DISTRIBUTION POLICY:

The Dividend Distribution Policy containing the requirements mentioned in Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”) can be accessed at the following Web-link:
http://bblinvestor.com/investor/upload/25(y).pdf.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, whic h forms part
of this report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.
AUDITORS:

In accordance with the provisions of Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014
(‘the Act’), M/s G D Dubey & Associates, Chartered Accountants (Firm Registration number 009836C) were appointed as the Statutory
Auditors of the Company at the Annual General Meeting held on 18th August, 2022 for a term of 5 years i.e. to hold office till the conclusion of
the 47^th AGM.

AUDITOR’S REPORT

There were no qualifications, reservations or adverse remarks made by Auditors in their respective reports. Observation made by the Statutory
Auditors in their Report are self-explanatory and therefore, do not call for any further comments under section 134(3) (f) of the Companies Act,
2013.

SECRETARIAL AUDITOR:

The Board has appointed M/s Ajay Jaiswal & Co., Company Secretaries to conduct Secretarial Audit for the financial year 2024-25. The
Secretarial Audit Report for the financial year ended 31^st March 2025 is annexed herewith marked as Annexure —I to this report. The
Secretarial Audit Report does not contain any qualification, reservation or adverse remark, except in the matter of acts of previous/earlier years:

- Previous year penalty imposed by NSE regarding non- compliance of Regulation 33 and subsequently waived by NSE.

- The CSE had sent notice of suspension of trading and freezing of promoter demat account against the same management had
submitted multiple requests to CSE, SEBI, and other regulatory authorities, including the PMO and SEBI SCORES platform, to
allow pending voluntary delisting application but CSE has not responded. The company also made representations to the Chairman
of SEBI and other authorities, but no resolution has been provided on the delisting request. The matter is still pending with CSE.

CORPORATE GOVERNANCE REPORT AND CERTIFICATE:

As required under Regulation 34 (3) read with Schedule V (C) of the Listing Regulations, a report on Corporate Governance and the certificate
as required under Schedule V (E) of the Listing Regulations is obtained from M/s Ajay Jaiswal & Co, Practicing Company Secretaries,
regarding compliance of conditions of Corporate Governance are attached as Annexure -I to this Annual Report. This Policy is available on
the Company’s website at http://bblinvestor.com/assets/files/CSR-Policy.pdf.

REPORTING OF FRAUDS:

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the
Company by its Officers or Employees to the Audit Committee and / or Board under section 143(12) of the Act.

RISK MANAGEMENT

The board of directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan
for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee
has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discus sion and analysis, which forms
part of this report.

VIGIL MECHANISM

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation
with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior. The details of the policy
is also available on www.bblinvestor.com.

EXTRACT OF ANNUAL RETURN

The extract of Annual Returns [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014] as on the financial year ended on 31.03.2025 is attached as Annexure- II with this Report. The complete Annual
Return as on 31.03.2025 is available on the Company’s website at www.bblinvestor.com.

Information as per Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as under:

a) Conservation of Energy :

The operations of the Company involve low energy consumption. The solar power plant of 150 KVA is properly working and saving
grid electricity. During the year 151800 KWH power generated and out of which approximately 21000 KWH transferred to UP
electricity board by this way approximately saving of around Rs. 10.80 lacs made to the company against electric charges.

The other adequate measures are being taken to conserve the energy.

b) Technological Absorption:

The Company upgrades its technological inputs time to time for its products. However presently company has no collaboration
arrangement with any foreign organization.

c) Foreign Exchange Earning and Outgo:

The actual foreign exchange earnings (inflow) of the Company during the financial year has been Rs 3043.79 lakhs from Exports of
Glass Beads, Handicrafts and other items. The actual foreign Exchange Outflow during the year has been Rs. 453.84 lakhs for the
import of materials, foreign traveling expenses and other sales promotional activities.

CORPORATE GOVERNANCE:

Corporate Governance Report, Management Discussion and Analysis statement and Business Responsibility Report and a certificat e from the
Auditors confirming compliance are annexed herewith to this report.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

NUMBER OF MEETING OF BOARD

Four Board Meetings were held during the F.Y. on 28^th May 2024, 25^th July 2024, 24^th October, 2024, and 30^th January 2025.

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/S 149 (6).

All the Independent Directors have given their declaration as per Section 149(7) that they meet the criteria of independence as provided in
section 149(6) of the Companies Act 2013.

There has been no change in the circumstances affecting their status as independent directors of the Company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company,
other than sitting fees.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION-

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and
separate its functions of governance and management. As on 31.03.2025, the board consists of 6 members, three of whom are executive or
whole-time directors including one woman and three are independent directors.

The policy of the company on directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes,
independence of a director and other matters is as provided under Sub-section (3) of section 178 of the Companies Act, 2013. 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.

FIXED DEPOSITS FROM PUBLIC:

The Company have not accepted any fixed deposits and as such, no amount of principal or interest was outstanding as of the balance sheet
date.

FINANCE

The Company has taken credit facility by way of working capital limit from Kotak Mahindra Bank Ltd. of Rs. 1500.00 Lacs and the amount
of loan outstanding as on 31.03.2025 was Rs. 858.30 Lacs.

DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:

In accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the SEBI Listing Regulations, details of equity shares in
the suspense account are as follows:

Particulars	Number of shareholders	Number of equity shares
Aggregate number of shareholders and the outstanding shares in the suspense account lying as on April 1, 2024	2	220
Shareholders who approached the Company for transfer of shares from suspense account during the year	-	-
Shareholders to whom shares were transferred from the suspense account during the year	-	-
Shareholders whose shares are transferred to the demat account of the IEPF Authority as per Section 124 of the Act	-	-
Aggregate number of shareholders and the outstanding shares in the suspense account lying as on March 31, 2025	2	220

The voting rights on the shares outstanding in the suspense account as on March 31, 2025, shall remain frozen till the rightful owner of such
shares claims the shares.

DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 (4) OF THE
COMPANIES ACT, 2013.

Loans given and Investments made are given under the respective heads of the Balance Sheet.

No Corporate Guarantees given by the Company in respect of loans as at 31st March, 2025.

INTEGRATED REPORT.

The Company has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the
Members to take well-informed decisions and have a better understanding of the Company’s long-term perspective. The Report also touches
upon aspects such as organization’s strategy, governance framework, performance and prospects of value creation based on the five forms of
capital viz. financial capital, human capital, intellectual capital, social capital and natural capital.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors’ Certificate thereon, and the Management D iscussion
and Analysis are attached, which form part of this report.

As per Regulation 34 of the SEBI Listing Regulations, a Business Responsibility Report is attached and is a part of this annual report.

As per Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy is disclosed in the Corporate Governance Report and
on the website of the Company.

TRANSACTIONS WITH RELATED PARTIES.

All the transactions are done at arm length price during ordinary course of business. Information on transactions with relate d parties pursuant
to section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure III in Form AOC-2 and
the same forms part of this report.

PARTICULARS OF CONTRACT U/S 188

Transactions, i.e. the Company’s transactions that are of material nature, with its Promoters, Directors and the management, their relatives or
subsidiaries, among others that may have potential conflict with the Company’s interests at large.

During the period under review, the Company had not entered into any material transaction with any of its related parties that may have
potential conflict with the Company’s interests at large. All the transactions with related parties are done at arm length price and in compliance
of Ind AS 24, the disclosure of which is made in Note No. 34 of Financial Statements which is forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY.

The Provision of Section 135 of Companies Act 2013 concerning with Corporate Social Responsibility is not applicable during the F.Y. 2024¬
2025.

TRANSFER TO IEPF ACCOUNT

During the year the company has transferred unclaimed dividends and related shares in to IEPF account on 31.10.2024 i.e. Interim unclaimed
dividend for F.Y. 2016-17 amounting Rs. 3,74,340.00/- and corresponding 26171 shares of 222 shareholders.

EVALUATION REPORT ON CAPITAL

The Provision of Evaluation on Capital is not applicable to the Company. Besides that, the Board met time to time and appraised performance
of the Company. The ways and means were made to increase the business and growth of the Company.

SHARE CAPITAL:

During the year under review, there was no change in share capital of the Company.

INCREASE IN PAID-UP CAPITAL

During the year no calls in arrear amount realised from any shareholder. The paid-up capital Rs. 66143220 and balance calls in arrears are @
Rs. 5 per share on 44000 shares amounting to Rs. 220000/- ( Including 200 shares of two shareholders had been transferred into IEPF)

MATERIAL CHANGES :

No material changes were made during the year which affects the financial and commitments of the Company.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation were observed.

The Company has used Tally Prime accounting software for maintaining books of accounts having audit trail (edit log) facility. The features of
recording the audit trail (edit log) facility were enabled in the Tally software for the year except in the beginning of the F.Y. for the period 1^st
April’2023 to 5^th June’2023 due to technical reason. The features of recording audit trail is continuing since implementation without any
tampering.

QUALITY INITIATIVES AND SOCIAL AUDIT

The Company continues to sustain its commitment on quality control with new technology and reduction of cost. The Company successfully
completed the Audits done by BQC certificates for its product specifically quality certifications viz., ISO 9001-2015.

The Company has also successfully completed Factory/Social Audit SA8000 done by British Standards Institution (BSI) and they have valid
till December, 2025. The another social /ethical and C-PAT audit done by Qima and valid till November, 2025.

COMPLAINTS PERTAINING TO SEXUAL HARASSMENT:

The details of complaints filed, disposed of and pending during the financial year pertaining to sexual harassment is provide d in the Business
responsibility report of this Annual Report.

SHOW CAUSE, DEMAND, PROSECUTION NOTICES AND PENALTY NOTICES, WHICH ARE MATERIALLY IMPORTANT.

The company has completed timely all the compliances, except delay in filing of BEN-2 with MCA for which the Registrar of the
Companies and Adjudicating Officer, Uttar Pradesh, Government of India, Ministry of Corporat e Affairs has passed an Order of
adjudication of penalty Under Section 454 of the Companies Act 2013 read with Rule 3 of the Companies (Adjudication of Penalties) Rules
2014 and imposed maximum penalty to company Banaras Beads Limited - Rs. 5 Lacs and Shri Ramesh Kumar Singh KMP/ CS Rs. 1 Lac
and left all six directors and others. He further stated to the board that an appeal has filed by company against said order on 12.08.2024 before
RD, New Delhi vide SRN No. F97342281 dt. 12.08.2024. The said appeal is still pending for appropriate order.

PARTICULARS OF EMPLOYEES:

The details pertaining to remuneration as required under section 197(12) of the companies act, 2013 read with rule 5(1) of the
companies (appointment and remuneration of managerial personnel) rules, 2014.

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year
2024-25, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year
2024-25 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as
under:

Sl. No.	Name of Director/KMP and Designation	Remuneration of Director/KMP for financial year 2024-25 in Rs	% increase in Remuneration in the Financial Year 2024-25	Ratio of remuneration of each Director/to median remuneration of employee	Comparison of the Remuneration of the KMP against the performance of the Company
1	Ashok Kumar Gupta Chairman & Managing Director	2821600	16.52	18.56	Profit before Tax has increased by 9.95% and after-tax increase by 12.26 % in financial year 2024-25 in comparison to previous financial year.
2	Siddharth Gupta CEO & Managing Director	3248000	7.41	21.37
3	Shalini Chandra Executive Director	672000	NIL	4.42
4	Ramesh Kumar Singh Company Secretary	1050196	3.92	6.91
5	Vinay Kumar Piyush Chief Finance Officer	519904	7.12	3.42

ii) The median remuneration of employees of the Company during the financial year 2024-25 is Rs.152054 and in Financial Year 2023-24

was Rs. 136783.

iii) In the financial year, there was increase of 11.16 % (previous year increase of 18.02%) in the median remuneration of employees;

iv) There were 236 permanent employees on the rolls of Company as on March 31, 2025;

v) Relationship between average increase in remuneration and company performance: -

The Profit before Tax for the financial year ended March 31, 2025 increased by 9.95 % and increased in median remuneration was 11.16%

vi) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:

The total remuneration of Key Managerial Personnel increased by 7.15 lacs from 75.97 lacs (annualised) in 2024-25 to 83.12 lacs in
2024-25 whereas the Profit before Tax increased by 9.95 % to 405.28 lacs in 2024-25 (368.62 lacs in 2023-24).

vii) a) Variations in the market capitalisation of the Company:

The market capitalisation as on March 31, 2025 was Rs.8036.46 lacs (Rs.5876.37 lacs as on March 31, 2024).

b) Price Earnings ratio of the Company was 26.04 as at March 31, 2025 and was 20.89 as at March 31, 2024.

viii) Average percentage increase was made in the salaries of employees other than the managerial personnel in comparison to previous
financial year is 6.33 % and in the managerial remuneration has increased by 9.41% over previous financial year.

ix) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in

excess of the highest paid director during the year - Not Applicable; and

x) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other
Employees.

TRADING OF SHARES UNDER “B” GROUP:

The shares of your Company are presently being traded with BSE and NSE Stock Exchanges under “B” Group.

ACKNOWLEDGMENT:

The Directors wish to place on record their sincere appreciation of the devoted and efficient services rendered by all officers, employees and
others associated with the Company.

By order of the Board of Directors
For BANARAS BEADS LTD.

Place : VARANASI (Ashok Kumar Gupta)

Date : 29.05.2025 Chairman & Managing Director

(DIN No. 00016661)

---

Mar 31, 2024

The directors are pleased to present the 44^th Annual Reports together with the Audited Financial Statements of the Company for the year ended on 31^st March’ 2024.

FINANCIAL RESULTS:

	2023-2024	2022-2023
	(Rs. in lacs)	(Rs. in lacs)
Revenue from Operations	2821.99	2696.94
Net Profit Before Taxation	368.62	341.55
Net Profit after taxation	275.08	254.34
Balance of Profit & Loss Account B/F	2215.01	2095.33
APPROPRIATIONS:
Transfer to General Reserve	0	0
Dividend Paid	132.72	132.72
T axes of earlier Years	3.19	1.94
Balance of Profit & Loss Account C/F	2354.18	2215.01

OPERATION / PERFORMANCE:

During the year revenue from operations of your Company increased by 4.64% at Rs. 2821.99 lacs as compared to Rs. 2696.94 lacs in the corresponding period of the previous year and Profit after Tax increased by 8.15% at Rs. 275.08 lacs as compared to Rs. 254.34 lacs in the corresponding period of the previous year.

AWARD /GOLD TROPHY

During the year company has been awarded as under- “Leading 75^th MSMEs from Uttar Pradesh Certificate of Felicitation” given by ASSOCHAM. The said award was given by the Hon’ble Minister of MSME of UP Government in June, 2023.

- “Northern Region Export Excellence Award - Gold Trophy for outstanding export performance in the category of multi product-MSME by Federation of Indian Export Organisations in August, 2023. The said award was given by Mr. Piyush Goyel, Hon’ble Commerce and Industry Minister of Government of India.

DIVIDENDS:

Based on the Company’s performance during the year 2023-24, the Board of Directors decided to make payment an Interim dividend of Rs. 2/-per share and not recommended for final dividend.

TRANSFER TO RESERVES

No amount has been transferred to reserve. The closing balance of the retained earnings of the Company for F.Y. 2023-2024, after all appropriation and adjustments was 2354.18 lacs.

CHANGE IN THE NATURE OF BUSINESS:

The Company’s main business is Manufacturing and export of Handicraft items like Glass Beads; Neckleces, Imitation Jewellary etc. There was no change in the nature of the business of the Company during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134(5) of the Companies Act, 2013, the Directors hereby state and confirm -

(a) in the preparation of the annual accounts, the applicable 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 except as required by accounting standards and other applicable law(s) 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 of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2023-24.

ADOPTION OF IND AS:

The company had already adopted Ind AS since financial year 2017-18.

PENDING PETITION WITH NCLT:

The Special Leave Petition vide no. 25165-25166/2007 had been disposed of by Hon’ble Supreme Court on 11.04.2018. The company had already complied and executed all the direction given by Hon’ble Company law Board in its order dated 05.09.2007 and nothing is pending to be complied by the company and accordingly disclosed in Annual Report made thereafter. However, Mr. Raj Kumar Gupta, ex-director of the company, who had not challenged CLB orders has filed an Execution Petition No. 424/2018 before Hon’ble NCLT to get property of the company situated at Expo Mart, Greater NOIDA, which was neither part of CLB Petition No. 14/1999 nor mentioned in the list of properties to be transferred to 1^st Petitioner (Mr. Raj Kumar Gupta group) in CLB final order dt. 04.07.2007 and modified order dt. 03.08.2007. Mr. Raj Kumar Gupta Ex-director of the company had already made an application to get this property before Hon’ble Supreme Court in SLP No. 935-936/2010 and Hon’ble Supreme Court finally dismissed the SLP with all pending applications. Thus, after final order of Hon’ble Supreme Court, the Management does not reasonable expect that the Execution Petition, when ultimately concluded and determined, will have any material and adverse effect on the Company’s results of operations or financial condition. The Execution Petition 424/2018 was listed on 22.5.2024 for final hearing but matter was not taken up and adjourned to 18.07.2024 before the Regular Bench.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) is presented in a separate section forming part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

INDUCTIONS AND RETIREMENTS / CESSATION OF DIRECTORS:

During the financial year no director ceased / completed his tenure as director or appointed as an additional director.

Shri Ashok Kumar Gupta (DIN No. 00016661), retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders’ approval for his re-appointment along with other required details forms part of the Notice.

The Company is having proper composition of whole time and independent director(s) alongwith key managerial personnel in compliance of

provisions of Section 203 of the Act, as under:
WHOLE TIME DIRECTORS / KEY MANAGERIAL PERSONNEL	Shri Siddharth Gupta (DIN No. 00342369), Chief Executive Officer and Managing Director, Shri Ashok Kumar Gupta (DIN No. 00016661), Chairman & Managing Director, Smt. Shalini Chandra (DIN No. 01036394), Executive Director (Lady Director) Shri R.K. Singh, Company Secretary and Mr. Vinay Kumar Piyush, Chief Finance Officer.
INDEPENDENT DIRECTORS	Mr. Shushil Kumar Kandoi (DIN No. 08664771), Mr. Anil Kumar Gupta (DIN No. 00895938) and Mr. Manan Kumar Sah (DIN No. 00702864)

Further the tenure of Mr. Ashok Kumar Gupta as Managing Director expired on 31^st March, 2024. Keeping his association and benefit to the company the Nomination and Remuneration Committee and the Board of Directors have recommended to re-appoint Mr. Ashok Kumar Gupta (DIN 00016661) as Managing Director for further five years with effect from 1^st April 2024, subject to approval of members in the AGM to be held on 1^st August, 2024.

And

the tenure of Mr. Siddharth Gupta as CEO & Managing Director expired on 31^st January, 2024. Keeping his association and benefit to the company the Nomination and Remuneration Committee and the Board of Directors have recommended to re-appoint Mr. Siddharth Gupta (DIN 00 00342369) as CEO & Managing Director for further five years with effect from 1^st February 2024, subject to approval of members in the AGM to be held on 1^st August, 2024.

the tenure of Mrs. Shalini Chandra as Executive Director will be expired on 28^th February, 2025. Keeping his association and benefit to the company the Nomination and Remuneration Committee and the Board of Directors have recommended to re-appoint Mrs. Shalini Chandra (DIN 01036394) as Executive Director for further one year with effect from 28^th February 2025, subject to approval of members in the AGM to be held on 1^st August, 2024.

The tenue of Independent Directors namely Mr. Sushil Kumar Kandoi, Mr. Anil Kumar Gupta, and Mr. Manan Kumar Sah will be expired on January, 16, 2025 Keeping their association and benefit to the company the Nomination and Remuneration Committee and the Board of Directors of the company have recommended their re-appointment as an independent director for further five years from January 17, 2025, subject to the approval of the members in the AGM to be held on 1^st August, 2024.

BOARD EVALUATION:

The Independent Directors of the company has carried out on 11.05.2023 and on 29.01.2024 during the year evaluation of its own performance, board committees, and board of directors pursuant to the provisions of the Companies Act, SEBI Listing Regulations. and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed,

meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In separate meetings of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS.

The Company’s policy on directors’ appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report and same is available on www.bblinvestor.com.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report. AUDITORS:

In accordance with the provisions of Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (‘the Act’), M/s G D Dubey & Associates, Chartered Accountants (Firm Registration number 009836C) were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 18 th August, 2022 for a term of 5 years i.e. to hold office till the conclusion of the 47^th AGM.

AUDITOR’S REPORT

There were no qualifications, reservations or adverse remarks made by Auditors in their respective reports. Observation made by the Statutory Auditors in their Report are self-explanatory and therefore, do not call for any further comments under section 134(3) (f) of the Companies Act, 2013.

SECRETARIAL AUDITOR:

The Board has appointed M/s Ajay Jaiswal & Co., Company Secretaries to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31^st March 2024 is annexed herewith marked as Annexure —I to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

RISK MANAGEMENT

The board of directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

VIGIL MECHANISM

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior. The details of the policy is also available on www.bblinvestor.com.

EXTRACT OF ANNUAL RETURN

The extract of Annual Returns [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] as on the financial year ended on 31.03.2024 is attached as Annexure- II with this Report. The complete Annual Return as on 31.03.2024 is available on the Company’s website at www.bblinvestor.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO: Information as per Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as under:

a) Conservation of Energy :

The operations of the Company involve low energy consumption. The solar power plant of 150 KVA is properly working and saving grid electricity. During the year 169000 KWH power generated and out of which approximately 22000 KWH transferred to UP electricity board by this way approximately saving of around Rs. 12.00 lacs made to the company against electric charges.

The other adequate measures are being taken to conserve the energy.

b) Technological Absorption:

The Company upgrades its technological inputs time to time for its products. However presently company has no collaboration arrangement with any foreign organization.

c) Foreign Exchange Earning and Outgo:

The actual foreign exchange earnings (inflow) of the Company during the financial year has been Rs 2690.09 lakhs from Exports of Glass Beads, Handicrafts and other items. The actual foreign Exchange Outflow during the year has been Rs.283.72 lakhs for the import of materials, foreign traveling expenses and other sales promotional activities.

CORPORATE GOVERNANCE:

Corporate Governance Report, Management Discussion and Analysis statement and Business Responsibility Report and a certificate from the Auditors confirming compliance are annexed herewith to this report.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

NUMBER OF MEETING OF BOARD

Four Board Meetings were held during the F.Y. on 12^th May 2023, 26^th July 2023, 31^th October, 2023, and 31^st January 2024.

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/S 149 (6).

All the Independent Directors have given their declaration as per Section 149(7) that they meet the criteria of independence as provided in section 149(6) of the Companies Act 2013.

There has been no change in the circumstances affecting their status as independent directors of the Company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION-

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31.03.2024, the board consists of 6 members, three of whom are executive or whole-time directors including one woman and three are independent directors.

The policy of the company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters is as provided under Sub-section (3) of section 178 of the Companies Act, 2013. 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.

FIXED DEPOSITS FROM PUBLIC:

The Company have not accepted any fixed deposits and as such, no amount of principal or interest was outstanding as of the balance sheet date.

FINANCE

The Company has taken credit facility by way of working capital limit from Kotak Mahindra Bank Ltd. of Rs. 1400.00 Lacs and the amount of loan outstanding as on 31.03.2024 was Rs. 329.03 Lacs.

DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:

In accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the SEBI Listing Regulations, details of equity shares in the suspense account are as follows:

Particulars	Number of shareholders	Number of equity shares
Aggregate number of shareholders and the outstanding shares in the suspense account lying as on April 1, 2023	2	220
Shareholders who approached the Company for transfer of shares from suspense account during the year	-	-
Shareholders to whom shares were transferred from the suspense account during the year	-	-
Shareholders whose shares are transferred to the demat account of the IEPF Authority as per Section 124 of the Act	-	-
Aggregate number of shareholders and the outstanding shares in the suspense account lying as on March 31, 2024	2	220

The voting rights on the shares outstanding in the suspense account as on March 31, 2024, shall remain frozen till the rightful owner of such shares claims the shares.

DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 (4) OF THE COMPANIES ACT, 2013.

Loans given and Investments made are given under the respective heads of the Balance Sheet.

No Corporate Guarantees given by the Company in respect of loans as at 31st March, 2024.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors’ Certificate thereon, and the Management Discussion and Analysis are attached, which form part of this report.

As per Regulation 34 of the SEBI Listing Regulations, a Business Responsibility Report is attached and is a part of this annual report.

As per Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy is disclosed in the Corporate Governance Report and on the website of the Company.

TRANSACTIONS WITH RELATED PARTIES.

All the transactions are done at arm length price during ordinary course of business. Information on transactions with related parties pursuant to section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure III in Form AOC-2 and the same forms part of this report.

PARTICULARS OF CONTRACT U/S 188

Transactions, i.e. the Company’s transactions that are of material nature, with its Promoters, Directors and the management, their relatives or subsidiaries, among others that may have potential conflict with the Company’s interests at large.

During the period under review, the Company had not entered into any material transaction with any of its related parties that may have potential conflict with the Company’s interests at large. All the transactions with related parties are done at arm length price and in compliance of Ind AS 24, the disclosure of which is made in Note No. 34 of Financial Statements which is forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY.

The Provision of Section 135 of Companies Act 2013 concerning with Corporate Social Responsibility is not applicable during the F.Y. 20232024.

TRANSFER TO IEPF ACCOUNT

During the year the company has transferred unclaimed dividends and related shares in to IEPF account i.e. Interim unclaimed dividend for F.Y. 2015-16 amounting Rs. 888718/- and corresponding 18506 shares of 121 shareholders on 28.06.2023.

EVALUATION REPORT ON CAPITAL

The Provision of Evaluation on Capital is not applicable to the Company. Besides that, the Board met time to time and appraised performance of the Company. The ways and means were made to increase the business and growth of the Company.

INCREASE IN PAID-UP CAPITAL-

During the year no calls in arrear amount realised from three shareholders. The paid-up capital Rs. 66142200 and balance calls in arrears are @ Rs. 5 per share on 44000 shares amounting to Rs. 220000/- ( Including 200 shares of two shareholders had been transferred into IEPF)

MATERIAL CHANGES :

No material changes were made during the year which affects the financial and commitments of the Company.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

The Company has used Tally Prime accounting software for maintaining books of accounts having audit trail (edit log) facility. The features of recording the audit trail (edit log) facility was enabled in the Tally software for the year except in the beginning of the F.Y. for the period 1^st April’2023 to 5^th June’2023 due to technical reason. The features of recording audit trail is continuing since implementation without any tampering.

QUALITY INITIATIVES AND SOCIAL AUDIT

The Company continues to sustain its commitment on quality control with new technology and reduction of cost. The Company successfully completed the Audits done by BQC certificates for its product specifically quality certifications viz., ISO 9001-2015.

The Company has also successfully completed Factory/Social Audit SA8000 done by British Standards Institution (BSI) and they have valid till December, 2025. The another social /ethical and C-PAT audit done by Qima and valid till October, 2024.

COMPLAINTS PERTAINING TO SEXUAL HARASSMENT:

The details of complaints filed, disposed of and pending during the financial year pertaining to sexual harassment is provided in the Business responsibility report of this Annual Report.

SHOW CAUSE, DEMAND, PROSECUTION NOTICES AND PENALTY NOTICES, WHICH ARE MATERIALLY IMPORTANT.

The NSE has made a penalty of Rs. 65000 about noncompliance of regulation 33(3) of SEBI LODR, subsequently on the clarification and request of the company NSE authorities waive the same, except that no other penalty imposed by any other department.

PARTICULARS OF EMPLOYEES:

The details pertaining to remuneration as required under section 197(12) of the companies act, 2013 read with rule 5(1) of the companies (appointment and remuneration of managerial personnel) rules, 2014.

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2023-24, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sl. No.	Name of Director/KMP and Designation	Remuneration of Director/KMP for financial year 2023-24 in Rs	% increase in Remuneration in the Financial Year 2023-24	Ratio of remuneration of each Director/to median remuneration of employee	Comparison of the Remuneration of the KMP against the performance of the Company
1	Ashok Kumar Gupta Chairman & Managing Director	2421600	NIL	17.70	Profit before Tax has increased by 7.93% and after tax increase by 8.15 % in Financial year 2023-24 in comparison to previous financial year.
2	Siddharth Gupta CEO & Managing Director	3024000	NIL	22.11
3	Shalini Chandra Executive Director	672000	NIL	4.91
4	Ramesh Kumar Singh Company Secretary	993899	3.92	7.27
5	Vinay Kumar Piyush Chief Finance Officer	485464	7.12	3.55

ii) The median remuneration of employees of the Company during the financial year 2023-24 is Rs.136783 and in Financial Year 2022-23 was Rs. 115898.

iii) In the financial year, there was increase of 18.02 % (previous year increase of 19.66%) in the median remuneration of employees;

iv) There were 242 permanent employees on the rolls of Company as on March 31, 2024;

v) Relationship between average increase in remuneration and company performance: -

The Profit before Tax for the financial year ended March 31, 2024 increased by 7.93 % and increased in median remuneration was 19.66%

vi) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:

The total remuneration of Key Managerial Personnel increased by 0.70 lacs from 75.27 lacs (annualised) in 2023-24 to 75.97 lacs in 202324 whereas the Profit before Tax increased by 7.93 % to 368.62 lacs in 2023-24 (341.55 lacs in 2022-23).

vii) a) Variations in the market capitalisation of the Company:

The market capitalisation as on March 31, 2024 was Rs.5876.37 lacs (Rs.5237.31 lacs as on March 31, 2023).

b) Price Earnings ratio of the Company was 20.89 as at March 31, 2024 and was 20.60 as at March 31, 2023.

viii) Average percentage increase was made in the salaries of employees other than the managerial personnel in comparison to previous financial year is 18.97 % and in the managerial remuneration has increased by 0.93% over previous financial year.

ix) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable; and

x) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

TRADING OF SHARES UNDER “B” GROUP:

The shares of your Company are presently being traded with BSE and NSE Stock Exchanges under “B” Group.

ACKNOWLEDGMENT:

The Directors wish to place on record their sincere appreciation of the devoted and efficient services rendered by all officers, employees and others associated with the Company.

---

Mar 31, 2018

Dear Shareholders,

The Directors are pleased to present the 38^th Annual Reports together with the Audited Accounts of the Company for the year ended on 31^st March’ 2018.

FINANCIAL RESULTS:___

	2017-2018	2016-2017
	(Rs. in lacs)	(Rs. in lacs)
Revenue from Operations	2377.92	2732.46
Net Profit Before Taxation	231.82	281.06
Net Profit after taxation	138.28	166.89
Balance of Profit & Loss Account B/F	1296.06	1174.06
APPROPRIATIONS:
Transfer to General Reserve	0.00	15.00
Dividend Paid	66.36	0.00
Tax on Dividend paid	13.51	7.07
Taxes of earlier Years	0.19	22.82
Balance of Profit & Loss Account C/F	1354.28	1296.06

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134(5) of the Companies Act, 2013, the Directors hereby state and confirm -

(a) in the preparation of the annual accounts, the applicable 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 except as required by accounting standards and other applicable law(s) 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 of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2017-18.

ADOPTION OF IND AS:

The company has adopted Ind AS from the current financial year and accordingly figures of 31.03.2017 and 01.04.2016 are re-stated. Details of implication of first time adoption of Ind AS has been given in notes on accounts.

OPERATION:

During the year turnover of your Company decreased in the comparison of previous year due to recession in global demand of glass beads, handicrafts etc.

DIVIDENDS:

Based on the Company’s performance during the year 2017-18, the Board of Directors decided not to recommend dividend.

SETTLEMENT OF MANAGEMENT DISPUTES:

The Special Leave Petition vide no. 25165-25166/2007 filed by Shri Ajit Kumar Gupta and others against Hon’ble CLB order dt. 04.07.2007 and 03.08.2007 in the matter of C.P. No. 14/99, CP No. 14/111/1999, 15/111/1999 and 1/111/2001. The said SLP finally has been decided by Hon’ble Supreme Court on 11.04.2018. The Hon’ble Supreme Court has dismissed the appeals filed by Mr. Ajit Kumar Gupta and others group of small shareholders without any direction, the content of said order is as underORDER

“We have heard learned council for the parties and perused the record. We do not find any merit in these appeals which are here by dismissed. ”

By said order of Supreme Court, the two decade old disputes between the management has finally legally resolved. There is no financial impact of said present order of Hon’ble Supreme Court to the company.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) is presented in a separate section forming part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of section 149 of the Act, Mr. Ashok Kumar Kapoor, Mr. Praveen Anand Singh, and Mr. Tanmay Deva were appointed as independent directors at the annual general meeting of the Company held on August 13, 2015. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

Shri Ashok Kumar Gupta retires by rotation and being eligible has offered himself for re-appointment as director.

Further the tenure of Mr. Ashok Kumar Gupta as Managing Director will be expired on 31.03.2019. Keeping his association and benefit to the company the Nomination and Remuneration Committee and the Board of Directors have recommended to re-appoint Mr. Ashok Kumar Gupta (DIN 00016661) as Managing Director for further five years with effect from 1 April 2019.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees to attend the meetings of the Company.

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are Mr. Ashok Kumar Gupta, Chairman & Managing Director, Mr. Siddharth Gupta, Chief Executive Officer and Managing Director, Smt. Shalini Chandra, Executive Director, Mr. Jai Singh, Chief Financial Officer and Mr. R.K. Singh, Company Secretary. There has been no change in the key managerial personnel during the year.

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

AUDITORS AND AUDITOR REPORT:

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s G D Dubey & Associates, Chartered Accountants (Firm Registration number 009836C),were appointed as statutory auditors from the conclusion of the thirty seven Annual General Meeting (AGM) held on September 28, 2017 till the conclusion of the forty two AGM of the Company in the year 2022, subject to the ratification of their appointment at every AGM, if required under law. Accordingly, necessary resolution for ratification of appointment of auditors is included in the Notice for this AGM.

SECRETARIAL AUDITOR:

The Board has appointed M/s Ajay Jaiswal & Co., Company Secretaries to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31^st March 2018 is annexed herewith marked as Annexure -I to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The board of directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Returns [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] as on the financial year ended on 31.03.2018 is attached as Annexure- II with this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information as per Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as under:

a) Conservation of Energy :

The operations of the Company involve low energy consumption. The solar power plant of 150 KVA is properly working and saving grid electricity. During the year 191353.38 KWH power generated and approx. 35000 KWH transferred to UP electricity board by this way approximately saving of Rs. 20.00 lacs made to the company against electric charges.

The other adequate measures are being taken to conserve the energy.

b) Technological Absorption:

The Company has imported machines from China and Czech Republic to upgrades its technological inputs for its products. However presently company has no collaboration arrangement with any foreign organization.

c) Foreign Exchange Earning and Outgo:

The actual foreign exchange earnings (inflow) of the Company during the financial year has been Rs 1150.33 lakhs from Exports of Glass Beads, Handicrafts and other items. The actual foreign Exchange Outflow during the year has been Rs. 113.71 lakhs for the import of materials, foreign traveling expenses and other sales promotional activities.

CORPORATE GOVERNANCE:

Corporate Governance Report, Management Discussion and Analysis statement and Business Responsibility Report and a certificate from the Auditors confirming compliance are annexed herewith to this report.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

NUMBER OF MEETING OF BOARD

Four Board Meetings were held during the F.Y. on 25^th May’ 2017, 27^th July, 2017, 26^th October , 2017, 25^th January, 2018.

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/S 149 (6).

All the Independent Directors have given their declaration as per Section 149(7) that they meet the criteria of independence as provided in section 149(6) of the Companies Act 2013.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION-

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31.03.2018, the board consists of 6 members, three of whom are executive or whole-time directors including one woman and three are independent directors.

The policy of the company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of section 178 of the Companies Act, 2013. 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.

FIXED DEPOSITS FROM PUBLIC:

The Company have not accepted any fixed deposits and as such, no amount of principal interest was outstanding as of the balance sheet date.

FINANCE

The Company has taken limit from Yes Bank of Rs. 1500.00 lakhs and the amount of loan outstanding as on 31.3.2018 was Rs.190.30 lakhs.

DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 (4) OF THE COMPANIES ACT, 2013.

Loans given and Investments made are given under the respective heads of the Balance Sheet.

No Corporate Guarantees given by the Company in respect of loans as at 31st March, 2018.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors’ Certificate thereon, and the Management Discussion and Analysis are attached, which form part of this report.

As per Regulation 34 of the SEBI Listing Regulations, a Business Responsibility Report is attached and is a part of this annual report.

As per Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy is disclosed in the Corporate Governance Report and on the website of the Company.

TRANSACTIONS WITH RELATED PARTIES.

None of the transactions with related parties falls under the scope of section 188(1) of the Act as all the transaction are done at arm length price during ordinary course of business. Information on transactions with related parties pursuant to section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure III in Form AOC-2 and the same forms part of this report.

Particulars of contract U/s 188

Transactions, i.e. the Company’s transactions that are of material nature, with its Promoters, Directors and the management, their relatives or subsidiaries, among others that may have potential conflict with the Company’s interests at large.

During the period under review, the Company had not entered into any material transaction with any of its related parties that may have potential conflict with the Company’s interests at large. Although all the transactions with related parties are done at arm length price, but in compliance of Ind AS 24 the disclosure of transactions with related parties are set out in Note No. 31 of Financial Statements which is forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY.

The Provision of Section 135 of Companies Act 2013 concerning with Corporate Social Responsibility is not applicable during the F.Y. 2017-18.

The company has made CSR project/activities on “Renewable Energy Projects” through trust towards installation of 20 KVA Solar Project. The cost of said solar project was Rs. 17.50 lacs but Company has made CSR payment Rs. 8.51 lacs to the Trust during this financial year against the CSR amount of Rs. 8.25 lacs. The said Solar Project has been duly completed and started to generate power.

The said 20 KVA Solar Project will reduce Carbon (Co) emission approx thirty ton in a year. It is great benefit to the nature and society.

The average net profit of the company for last three financial years is Rs. 3.90 Crore and for immediate preceding financial year is Rs. 1.67 Crore. Hence CSR provisions do not apply during the current financial year to the company. The relevant attachment is attache at the end of this board report.

EVALUATION REPORT ON CAPITAL

The Provision of Evaluation on Capital is not applicable to the Company. Besides that the Board met time to time and appraised performance of the Company. The ways and means were made to increase the business and growth of the Company.

INCREASE IN PAID-UP CAPITAL-

During the year one shareholder calls in arrears amount Rs.500 have been realised. After giving effect of said receipt, the paid-up capital changed/ increased to Rs. 66138720 from Rs. 66138220. The balance calls in arrears are @ Rs. 5 per share on 44700 shares amounting to Rs. 223500/

MATERIAL CHANGES :

No material changes were made during the year which affects the financial and commitments of the Company.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

PARTICULARS OF EMPLOYEES:

The details pertaining to remuneration as required under section 197(12) of the companies act, 2013 read with rule 5(1) of the companies (appointment and remuneration of managerial personnel) rules, 2014.

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2017-18, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2017-18 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sl. No.	Name of Director/KMP and Designation	Remuneration of Director/KMP for financial year 201718 in Rs	% increase in Remuneration in the Financial Year 2017-18	Ratio of remuneration of each Director/to median remuneration of employee	Comparison of the Remuneration of the KMP against the performance of the Company
1	Ashok Kumar Gupta Chairman & Managing Director	2400000	NIL	30.62
2	Siddharth Gupta CEO & Managing Director	1666560	NIL	21.26

3	Shalini Chandra Executive Director	672000	NIL	8.57
4	Ramesh Kumar Singh Company Secretary	794880	8.11%	10.14	Profit before Tax Decrease By 17.52% and Profit After Tax Decrease by 17.14% in Financial year 2017-18
5	Jai Singh Chief Finance Officer	493680	9.65%	6.30

ii) The median remuneration of employees of the Company during the financial year 2017-18 is Rs.78390 and in Financial Year 2016-17 was Rs. 80836.

iii) In the financial year, there was decrease of 3.03 % in the median remuneration of employees;

iv) There were 236 permanent employees on the rolls of Company as on March 31, 2018;

v) Relationship between average increase in remuneration and company performance:-

The Profit before Tax for the financial year ended March 31, 2018 decrease by 17.52 % whereas the decrease in median remuneration was 3.03%.

vi) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:

The total remuneration of Key Managerial Personnel increased by 1.74 % from 59.24 lacs (annualised) in 2016-17 to 60.27 lacs in 2017-18 whereas the Profit before Tax Decrease by 17.52% to 231.82 lacs in 2017-18 (281.06 lacs in 2016-17) .

vii) a) Variations in the market capitalisation of the Company :

The market capitalisation as on March 31, 2018 was Rs. 4048.01 lacs (Rs. 5073.39 lacs as on March 31, 2017).

b) Price Earnings ratio of the Company was 27.74 as at March 31, 2018 and was 30.46 as at March 31, 2017.

vii) Average percentage increase was made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2017-18 is 1.74 % and in the managerial remuneration increase for the last financial year was 2.60 %.

viii) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable; and

ix) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

TRADING OF SHARES UNDER “B” GROUP:

The shares of your Company are presently being traded with BSE and NSE Stock Exchanges under “B” Group.

ACKNOWLEDGMENT:

The Directors wish to place on record their sincere appreciation of the devoted and efficient services rendered by all officers, employees and others associated with the Company.

By order of the Board of Directors

For BANARAS BEADS LTD.

Place : VARANASI (Ashok Kumar Gupta)

Date : 31 05. 2018 Chairman & Managing Director

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Mar 31, 2016

Dear Shareholders,

The Director are pleased to present tJhsP¹ Annual Reports together with the Audited Accounts of the Company for the year ended on 31 March’ 2016.

FINANCIAL RESULTS:

	2015-2016	2014-2015
	(Rs. in lacs)	(Rs. in lacs)
Revenue from Operation s	2474.28	2356.93
Net Profit Before Taxation	1625.82	263.04
Net Profit after taxation	43154	160.68
Balance of Profit & Loss Account B/F	950.98	886.90
APPROPRIATIONS:
Transfer to General Reserve	15.00	10.00
Interim Dividend Paid @ 25 per Share Previous Year @Rs. 100 per share.	165.91	66.36
Tax on Dividend	33.98	10.77
Depreciation related to earlier years	0.00	9.47
T axes of earlier Years	0.64	0.00
Balance of Profit & Loss Account C/F	1166.99	950.98

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section (5) of the Companies Act2013 , the Directors hereby state and confirm

(a) in the preparation of the annual accounts, the applicable accounting ranched 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 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 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 bas is; 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 and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Comparer/worsted by the internal, statutory and secretarial audit and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2015-16.

OPERATION:

During the year turnover of your Company slightly increased. The Export is increased by around 20% despite decline of beads. recession in global economy, fluctuation in foreign currency and dumping by China. However due to decline in domestic dates'' it over could be increased slightly

DIVIDENDS:

Based on the Company’s performance during the year 2015-206, the Board of Directors decided to make payment an interim dividend of Rs. 250/ - per share and their meeting held ont9 M arch 206 .The Board decided not the commend any further final dividend

TRANSFER TO RESERVES:

The Board of the director has proposed to transfer Rs5 .00 Lakhs to the General Reserve out of the amount available for appropriations and an amount of R s26.01 lakhs is proposed to be retained in the Profit and Loss Account after provision of proposed dividend and taxes on taxes of earlier year

SETTLEMENT OF MANAGEMENT DISPUTES:

As already reported that the Special Leave Petitioned no. 2565 -256612007 filed by Shri Ajit Kumar Gupta and other against Hon’ble CLB order in the matter of C.P. No. 14/9$ still pending before Hon’ble Supreme Court for appropriate order The matters still pending before Hon’ble Supreme Court for final hearing/decision The Management does not reasonably expect that the Special Leave Petition, when ultimately concluded and determined, will have: material and adverse effect on the Company’s results of operations or financial condition.

However in view of Hon’ble Supreme Court order Mr. Raj Kumar Gupta illegally stating himself as Executive Director & of the Company using letter head company and sending fake and baseless letters to the Companies Board has rejected all such illegal baseless letters Mr. Raj Kumar Gupta .

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management’s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations (SEBI LODR) is presented in a separate section forming part of the Annual Report .

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of section 49 of the Act, Mr. Ashok Kumar Kapoor, Mr. Praveen Anand Tanmay Deva were appointed as independent directors at the annual general meeting of the Company held on A3gust. They have submitted a declaration that each of them meets the criteria of independence as provided in section 49(6) of the Act and there has been no change in the affect their status as independent director during the year.

Mr. Siddharth Gupta retires by rotation and being eligible has offered himself appointment. If r-appointed, he will continue as director and Chief Executive Officer & Managing Director of the company 1st February 2019.

During the year, executive directors of the Company had no pecuniary relationship or transactiortsiawi3;iompany, other than the sitting fees, commission and reimbursement of expenses incurred by them purpose of attending meetings of the Company.

Pursuant to the provisions of section 2013 of the Act, the key managerial personnel of the Company are Mr. Ashok Kumar Gupta, & Chairman Managing Director Mr. Siddharth Gupta, Chief Executive Officer and Managing Director Chandra, Executive Director;. Jai Singh, Chief Financial Officer and Mr. R.K. Singh, Company Secretary. There has been no change in the key managerial.

BOARD EVALUATION:

The board of directors has carried out an annual evaluation of its own performance committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements subscribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements Regulations 2015 (“SEBI Listing Regulations”).

The performance of the committees was evaluated by the board after seeking inputs from the committee of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and he nomination and remuneration committee reviewed the performance of the individual directors basis of the criteria such as the contribution of the individual director to the board and committee meeting preparedness on the issues to be discus meaningful and constructive contribution and inputs in meetings, In addition, the chairman was also evaluated on the key aspects of hi s role.

In a separate meeting of independent directors, performance independent directors, performance the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, in which performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent being evaluated.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the management discussion & Analysis part of this report .

AUDIT COMMITTEE

The details pertaining to company of audit committee are included in the Corporate Governance which, forms part of this report.

Re-APPOINTMENT OF AUDITORS AND AUDITOR REPORT:

M/s Kamal Kishore & Co., Chartered Accountants, the Auditors of the Corporate of the statutory auditors of the Company id are eligible for re-appointment, pursuant to the provisions of section 39 of the Companies Act, 2013 and the Rules framed there opposed to re-appointment of M/s Kamal Kishore & Co., Chartered Accountant statutory auditors of the Company from the conclusion of the AGM to till the conclusion of the thirty seventh AGM to be held in the year They have confirmed their reliability to the effect that their appointment, if made, would be within their prescribed limits under the Act and that they are not disqualified appointment.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’

Report does not contain any disqualification, reservation or adverse remark.

SECRETARIAL AUDITOR:

The Board has appointed Mr. P. N. Gupta, Practicing Company Secretary, to conduct Secretarial Audit for the financial year Secretarial Audit Report for the financial year ended March31 2016 is annexed herewith marked as Annexure -I to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

RISK MANAGEMENT

The board of directors of the Company has a risk management committee to frame, implement monitor the risk management plan for the Company. The committee is responsible for reviewing the management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically send mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered management discussion and analysis, which forms part of this report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Returns [Pursuant to section 92(30)0f the Companies Act, 2013 and rule 13(I) of the Companies (Management and Administration) Rules,0!4] as oh the financial year ended 31.03.2016 is attached a Annexure- II with this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information as per Section) 143 (3) of the Companies Act 2013 read with Companies Accounts)Rules, 2014 are furnished as under:

a) Conservation of Energy :

The operations of the Company involve low energy assumption The company has installed Solar Power Plant of 150 KVA. Other adequate measures are being taken to conserve the energy.

b) Technological Absorption:

The Company has imported machines from China and Check Republic to upgrades technological inputs for its product However presently company has no collaboration arrangement with any foreign organization

c) Foreign Exchange Earning and Outgo:

The actual foreign exchange earnings(inflow) of the Company during the financial year has been176.69 lakhs from Exports of Glass Beads, Hand knotted Carpets, Handicrafts and other items from forego Exchange Outflow during the year has been for the import of materials, foreign traveling expenses and other sales promotional activities.

CORPORATE GOVERNANCE:

Corporate Governance Report Management Discussion and Analysis statement and Business Responsibility Report and a certificate from the Auditors confirming compliance annexed herewith to this report.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture Associate Company

NUMBER OF MEETING OF BOARD

Five Board Meetings were held during the F.Y.26^th May’ 2015, 31^st July, 2015, 30^th October , 2015, 25^th January, 2016 & 9^th March, 2016 .

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/S 149 (6).

All the Independent Directors have given their declaration Section 49(7) that they meet the. interia of independence as provided in section 149(6) of the Companies Act 2013.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION-

The current policy is to have an appropriate mix of executive and independent directors to maintain the independent Board separate its functions of governance and management. As or B10B.20^ the board consists of members, there of whom are executive or whole time directors including ore woman and there are independent directors.

The policy of the company 0HJirect0fs appointment and remuneration, including criteria for determining qualifications, posit attributes, independence of a doctor and other matters provided under -Suction (3) of section 178 of the Companies Act, 2013. 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.

FIXED DEPOSITS FROM PUBLIC:

The Company have not accepted an fixed deposits and as such, no amount of principal interest was not of the balance sheet date.

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

The company did not have any employee covered by the provisions of Rule215(of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

FINANCE

The Company has taken limit for Yes Bank of Rs. 1500.00 lakhs and the amount of loan outstanding as of 313.20 was Rs509.03 lakhs.

DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 (4) OF THE COMPANIES ACT, 2013.

Loans given and Investments made are given under the respective heads Balance Sheet.

No Corporate Guarantees given by the Company in respect loans as at 31^st March, 2016

TRANSACTIONS WITH RELATED PARTIES.

None of the transactions with related parties falls under the scope of section 188(1) of the Act. Information or parties pursuant to section 134(B3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are give Annexure III in Form AOC2 and the same forms part of this report.

Particulars of contract U/s 188

Transactions, i.e. the Company’s transactions that are of material nature, with its Promoters, Directors and the management, their relatives or subsidiaries, among others that may have potential conflict with the Company’s interests at large.

During the period under review, the Company had not entered into any material of its related part that may have potential conflict with the Company’s interests at large. None of the transactions with any of related parties were in conflict with the Company’s interest. Attention of members is drawn to the disclosure with related parties set out in Note No. 76. Financial Statements, forming part of the Annual Report. The related party transactions are entered into based or considerations of various business in operations, sectoral specialization and the Company’s long-term strategy for sectarian vestments, optimization of market share, profitability, legal requirements, liquidity and capital resources of subsidiaries and associates.

All related party transactions are regarding an area length basis, and are intended to further the Company’s interests.

CORPORATE SOCIAL RESPONSIBILITY

The Provision social Responsibility s not applicable to the Company .

EVALUATION REPORT ON CAPITAL

The Provision of valuation or Capital is not applicable to the company. Besides that the Board met time to time and appraised performance of the Company. The ways and means were made to increase the business and growth of the Company.

INCREASE IN PAID-UP CAPITAL-

During the year s shareholders calls in arrears amount Rs.3000 have been realized giving effect of said receipt, the –paper capital changed/ increased to Rs. 66137720 from Rs.66134720. The balance calls in arrears are @ Rper5 share or 44900 shares amounting Rs 224500 /-

MATERIAL CHANGES :

No material changes in made during the year which affects the financial commitments of the Company.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

CREDIT RATING :

The company had been recognized/rated is “ ICRA SME 2” by ICRA Ltd will be expired on 22.07.201 6 and the same is under renewal process. TRADING OF SHARES UNDER“B” GROUP:

The shares of your Company are presently giving traded with BSE and NSE stock Exchanges under¹ B” Group.

ACKNOWLEDGMENT:

The Directors wish to place or record deference appreciation of the devoted and efficient services rendered by all officers, employees and others associated with the Company.

By order of the Board of Directors

For BANARAS BEADS LTD.

Sd/-

Place : VARANAS I (Ashok Kumar Gupta)

Date : 26 05. 2016 Chairman & Managing Director

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the 35th Annual Reports together with the Audited Accounts of the Company for the year ended on 31st March'' 2015.

FINANCIAL RESULTS: 2014-2015 2013-2014 (Rs. in lacs) (Rs. in lacs)

Revenue from Operations 2356.93 2657.15

Net Profit Before Taxation 263.04 349.71

Net Profit after taxation 160.68 258.41

Balance of Profit & Loss Account B/F 886.90 818.25

APPROPRIATIONS:

Transfer to General Reserve 10.00 36.00

Interim Dividend Paid @ 2.5 per Share Dividend Proposed @1.00 per Share 66.36 132.72

Tax on Dividend 10.77 21.53

Depreciation related to earlier years 9.47 0.00

Taxes of earlier Years 0.00 -0.49

Balance of Profit & Loss Account C/F 950.98 886.90

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134(5) of the Companies Act, 2013, the Directors hereby state and confirm -

(a) in the preparation of the annual accounts, the applicable 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 of all applicable laws and that such systems were adequate and operating effectively.

OPERATION:

During the year the turnover of the Company has been decreased despite taking all reasonable steps.

DIVIDENDS:

Based on the Company''s performance during the year 2014-15, the Board of Directors decided to recommend dividend of Rs.1/- (i.e. 10%) per share amounting to Rs. 7712783 (inclusive of tax of Rs. 1076561). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

TRANSFER TO RESERVES:

The Board of the directors has proposed to transfer Rs. 10.00 Lakhs to the General Reserve out of the amount available for appropriations and an amount of Rs 73.55 lakhs is proposed to be retained in the Profit and Loss Account after provision of proposed dividend and taxes there on. Adjustment of Rs.9.47 Lakhs have been made in the Retained earnings for depreciation on fixed assets whose useful life has been expired before 1.4.2014.

SETTLEMENT OF MANAGEMENT DISPUTES:

As already reported that the decade old disputes between the two Groups of Shareholders namely Raj Kumar Gupta Group and Ashok Kumar Gupta Group stands resolved by order dated 04.07.2007 read with order dated 03.08.2007 passed by the Hon''ble Company Law Board in C.P. No. 14/99. The directions given by the CLB vide the aforesaid two orders were implemented and communicated to the Shareholders as part of Annual Report forming part of published Accounts for the F.Y.2006-2007 and onwards. However in this regard the Special Leave Petition vide no. 25165-25166/2007filed by Shri Ajit Kumar Gupta and others is still pending before Hon''ble Supreme Court for appropriate order. The matter is still pending before Hon''ble Supreme Court for final hearing/decision. Since long back the case is listing in weekly list instead of final list for hearing, company is trying for final hearing at the eeliest. The matter is proposed to come in first week of July, 2015.

The Management does not reasonably expect that the Special Leave Petition, when ultimately concluded and determined, will have a material and adverse effect on the Company''s results of operations or financial condition.

However in view of Hon''ble Supreme Court order Mr. Raj Kumar Gupta illegally stating himself as Executive Director and CEO of the Company, using letter head of Company and sending fake and baseless letters to the Company. The Board has rejected all such illegal and baseless letters of Mr. Raj Kumar Gupta.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

DIRECTORS:

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Ashok Kumar Kapoor, Mr. Praveen Singh and Mr. Tanmay Deva as Independent Directors of the Company. Further in accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of this Annual General Meeting (AGM) of the Company.

Mrs Shalini Chnadra who was appointed as Additional Director as Executive Director on 01.03.2015 and holds the said office till the date of the Annual General Meeting. A notice has been received from a member proposing her candidature for his reappointment.

Mr. Ashok Kumar Gupta, Director, retires by rotation and being eligible has offered himself for re-appointment.

RE- APPOINTMENT OF SHRI ASHOK KUMAR GUPTA, AS MANAGING DIRECTOR.

The Company has filed by complying all relevant provisions and approval of Nomination and Remuneration Committee and approval of board an application before Central Govt. on 18.02.2014 and on 09.08.2014 under Sections 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made there under read with Schedule V to the Companies Act, 2013 to get permission of re- appointment of Shri Ashok Kumar Gupta, as Managing Director a further period of five years, w.e.f. 1st April'' 2014. The same is still pending before Central Government for appropriate decision.

The company has not paid any remuneration to him for want of said approval and if the approval is granted from the date of re appointment, then the company will have to pay remuneration of Rs 24.00 Lakhs and and provident fund contribution amounting to 2.88 Lakhs. The whole amount has been shown as contingent liabilities of the company in note no. 26.

Key Managerial Personnel -

During the year Shri Jai singh has been appointed as Chief Financial officer.

APPOINTMENT OF AUDITORS AND AUDITOR REPORT:

M/s Kamal Kishore & Co., Chartered Accountants, the Auditors of the Company, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s Kamal Kishore & Co., Chartered Accountants, as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the thirty seventh AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. They have confirmed their eligible to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any disqualification, reservation or adverse remark.

SECRETARIAL AUDITOR:

The Board has appointed Mr. P. N. Gupta, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March31, 2015 is annexed herewith marked as Annexure -I to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

The extract of Annual Returns [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] as on the financial year ended on 31.03.2015 is attached as Annexure- II with this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information as per Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as under:

a) Conservation of Energy :

The operations of the Company involve low energy consumption. Adequate measures have been taken to conserve the energy.

b) Technological Absorption:

The Company has imported machines from China and Check Republic to upgrades its technological inputs for its products. However presently company has no collaboration arrangement with any foreign organization.

c) Foreign Exchange Earning and Outgo:

The actual foreign exchange earnings (inflow) of the Company during the financial year has been Rs 1651.87 lakhs from Exports of Glass Beads, Hand knotted Carpets, Handicrafts and other items. The actual foreign Exchange Outflow during the year has been Rs. 223.08 lakhs for the import of materials, foreign traveling expenses and other sales promotional activities.

CORPORATE GOVERNANCE:

Corporate Governance Report, Management Discussion and Analysis statement and Business Responsibility Report and a certificate from the Auditors confirming compliance are annexed herewith to this report.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

Number of meeting of board

Four Board Meetings were held during the F.Y. on 29th May'' 2014, 31st July, 2014, 30th October , 2014 & 22nd January, 2015.

Statement of declaration given by independent directors U/s 149 (6).

All the Independent Directors have given their declaration as per Section 149(7) that they meet the criteria of independence as provided in section 149(6) of the Companies Act 2013.

Policy on directors'' appointment and remuneration-

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31.03.2015, the board consists of 6 members, three of whom are executive or whole-time directors including one woman and three are independent directors.

The policy of the company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of section 178 of the Companies Act, 2013. 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.

FIXED DEPOSITS:

We have not accepted any fixed deposits and as such, no amount of principal interest was outstanding as of the balance sheet date.

Particulars of employees as per Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 -

The company did not have any employee covered by the provisions of Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

FINANCE

The Company has repaid loan taken from Bank of Baroda and Yes Bank has sanctioned fresh limits of Rs. 1500.00 lakhs during the year and the amount of loan outstanding as on 31.3.2015 was Rs.1494.43 lakhs.

DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 (4) OF THE COMPANIES ACT, 2013.

Loans given and Investments made are given under the respective heads.

No Corporate Guarantees given by the Company in respect of loans as at 31st March, 2015.

Particulars of contract U/s 188

Transactions, i.e. the Company''s transactions that are of material nature, with its Promoters, Directors and the management, their relatives or subsidiaries, among others that may have potential conflict with the Company''s interests at large.

During the period under review, the Company had not entered into any material transaction with any of its related parties. None of the transactions with any of related parties were in conflict with the Company''s interest. Attention of members is drawn to the disclosure of transactions with related parties set out in Note No. 27 of Financial Statements, forming part of the Annual Report. The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectoral specialization and the Company''s long-term strategy for sectoral investments, optimization of market share, profitability, legal requirements, liquidity and capital resources of subsidiaries and associates.

All related party transactions are negotiated on an arm''s length basis, and are intended to further the Company''s interests.

Corporate social responsibility

The Provision of Social Responsibility is not applicable to the Company.

Evaluation report on capital

The Provision of Evaluation on Capital is not applicable to the Company. Besides that the Board met time to time and appraised performance of the Company. The ways and means were made to increase the business and growth of the Company.

MATERIAL CHANGES :

No material changes were made during the year which affects the financial and commitments of the Company.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

CREDIT RATING :

The company had been recognized/rated as " ICRA SME 2" by ICRA Ltd. Expired on 26.3.2015 and the same is under renewal process.

TRADING OF SHARES UNDER "B" GROUP:

The shares of your Company are presently being traded with BSE and NSE Stock Exchanges under "B" Group.

ACKNOWLEDGMENT:

The Directors wish to place on record their sincere appreciation of the devoted and efficient services rendered by all officers, employees and others associated with the Company.

By order of the Board of Directors For BANARAS BEADS LTD.

Sd/- Place : VARANASI (Ashok Kumar Gupta) Date : 25 05. 2015 Chairman & Director

---

Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 33rd Annual Reports together with the Audited Accounts of the Company for the year ended on 31st March'' 2013.

FINANCIAL RESULTS:

2012-2013 2011-2012 (Rs. in lacs) (Rs. in lacs)

Revenue from Operations 2768.27 3386.20

Net Profit Before Taxation 402.67 596.74

Net Profit after taxation 330.75 473.41

Balance of Profit & Loss Account B/F 753.95 636.55

APPROPRIATIONS:

Transfer to General Reserve 50.00 47.50

Interim Dividend Paid @ 2.5 per Share 165.91 165.91

Final Dividend Proposed @ 1.5 per Share 0 99.54

Tax on Dividend 26.91 43.06

Taxes of earlier Years 23.63 0.00

Balance of Profit & Loss Account C/F 818.25 753.95

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm -

a) That in preparation of Annual Accounts for the F.Y. ended on 31.03.2013, the applicable accounting standards have been followed ;

b) That the directors 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 & Loss Accounts of the Company.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) That the Directors have prepared the Annual Accounts on a "going concern" basis. OPERATION:

During the year the turnover of the Company has declined by 16.92% as the export industry is also facing consequential effect of global slowdown.

DIVIDENDS:

Based on the Company''s performance during the year 2012-2013, the Board of Directors decided to make payment an interim dividend of Rs. 2.50/- per share and not recommend for final dividend.

TRANSFER TO RESERVES

The Board of the directors has proposed to transfer Rs. 50.00 Lakhs to the General Reserve out of the amount available for appropriations and an amount of Rs 64.30 lakhs after adjustment of Rs.23.63 Lakhs of Earlier year taxes is proposed to be retained in the Profit and Loss Account.

SETTLEMENT OF MANAGEMENT DISPUTES:

As already reported that the decade old disputes between the two Groups of Shareholders namely Raj Kumar Gupta Group and Ashok Kumar Gupta Group stands resolved by order dated 04.07.2007 read with order dated 03.08.2007 passed by the Hon''ble Company Law Board in C.P. No. 14/99. The directions given by the CLB vide the aforesaid two orders were implemented and communicated to the Shareholders as part of Annual Report forming part of published Accounts for the F.Y.2006-2007 and onwards. However in this regard the Special Leave Petition vide no. 25165- 25166/2007filed by Shri Ajit Kumar Gupta and others is still pending before Hon''ble Supreme Court for appropriate order.

DIRECTORS:

Shri Ashok Kumar Kapoor retires from Board of Directors by rotation in accordance with the provisions of the Companies Act and being eligible, offers himself for re-appointment.

RE-APPOINTMENT OF AUDITORS:

M/s Kamal Kishore & Co., Chartered Accountants, the Auditors of the Company, who hold office upto the conclusion of the Annual General Meeting, are eligible for re-appointment and have expressed their willingness to accept the office if re-appointed as Auditors of the Company. M/s Kamal Kishore & Co., Chartered Accountants have under Section 224(1) of the Companies Act, 1956 furnished a Certificate of their eligibility for re-appointment and they hold valid certificate of having Peer Reviewed of their firm.

PARTICULARS OF EMPLOYEES:

The company did not have any employee covered by the provisions of Section 217(2A) of the Companies Act'' 1956, read with Companies (Particulars of Employee) Rules 1975 for F.Y. 2012-2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information as per Section 217 (1) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the Report of Board of Directors) Rules, 1988 are furnished as under:

a) Conservation of Energy : The operations of the Company involve low energy consumption. Adequate measures have been taken to conserve the energy.

b) Technological Absorption: The Company has imported machines from China and Check Republic to upgrades its technological inputs for its products. However presently company has no collaboration arrangement with any foreign organization.

c) Foreign Exchange Earning and Outgo:

The foreign exchange earnings of the Company during the financial year has been Rs 2013.30 lakhs from Exports of Glass Beads, Hand knotted Carpets, Handicrafts and other items. The foreign Exchange Outflow during the year has been Rs. 423.71 lakhs for the import of materials, foreign traveling expenses and other sales promotional activities.

CORPORATE GOVERNANCE:

Corporate Governance Report, Management Discussion and Analysis statement and Business Responsibility Report and a certificate from the Auditors confirming compliance are attached to this report.

FIXED DEPOSITS :

The Company has not accepted any fixed deposits during the year.

FINANCE

The Company had availed loans of Rs. 480.67 Lacs from Bank during the F.Y. ended on 31.03.2013.

CREDIT RATING :

The company has been recognized/rated as " ICRA SME 2" by ICRA Ltd.

TRADING OF SHARES UNDER "B" GROUP:

The shares of your Company are presently being traded with BSE and NSE Stock Exchanges under "B" Group on Periodic Call Auction basis.

ACKNOWLEDGMENT:

The Directors wish to place on record their sincere appreciation of the devoted and efficient services rendered by all officers, employees and others associated with the Company.

By order of the Board of Directors

For BANARAS BEADS LTD.

Sd/-

Place : VARANASI (Ashok Kumar Gupta)

Date : 30. 05. 2013 Chairman & Managing Director

---

Mar 31, 2012

The Directors are pleased to present the 32nd Annual Reports together with the Audited Accounts of the Company for the year ended on 31st March 2012.

FINANCIAL RESULTS:

2011-2012 2010-2011 (Rs. in lacs) (Rs. in lacs)

Revenue from Operations 3386.20 3863.28

Net Profit Before Taxation 596.74 555.46

Net Profit after taxation 473.41 495.15

Balance of Profit & Loss Account B/F 636.55 327.33

APPROPRIATIONS:

Transfer to General Reserve 47.50 -

Interim Dividend Paid @ 2.5 per Share 165.91 -

Final Dividend Proposed @ 1.5 per Share 99.54 -

Tax on Dividend 43.06 -

Balance of Profit & Loss Account C/F 753.95 636.55

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm -

a) That in preparation of Annual Accounts for the F.Y. ended on 31.03.2012, the applicable accounting standards have been followed;

b) That the directors 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 & Loss Accounts of the Company.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) That the Directors have prepared the Annual Accounts on a "going concern" basis.

OPERATION:

During the year the turnover of the Company has declined by 14.23% as the export industry is also facing consequential effect of global slowdown.

DIVIDENDS :

Based on the Company's performance during the year 2011-2012, the Board of Directors decided to make payment of interim dividend and to recommend final dividend.

In September, 2011, the company has paid an interim dividend of Rs. 2.50/- per share.

The Board of Directors have recommended a final dividend of Rs. 1.50/- per share.

The final dividend on the Equity Shares, if approved by the member would involve a cash outflow of Rs. 115.69 Lakhs including dividend tax. The total cash outflow on account of dividend including dividend tax for the year 2011-2012 including interim dividends Rs. 16590555/- already paid, would aggregate Rs. 30851132 /- resulting in a payout of 65.17 % of the net profit of the Company.

TRANSFER TO RESERVES

The Board of the directors have proposed to transfer Rs. 47.50 Lakhs to the General Reserve out of the amount available for appropriations and an amount of Rs 117.40 lakhs is proposed to be retained in the Profit and Loss Account.

SETTLEMENT OF MANAGEMENT DISPUTES:

As already reported that the decade old disputes between the two Groups of Shareholders namely Raj Kumar Gupta Group and Ashok Kumar Gupta Group stands resolved by order dated 04.07.2007 read with order dated 03.08.2007 passed by the Hon'ble Company Law Board in C.P. No. 14/99. The directions given by the CLB vide the aforesaid two orders were implemented and communicated to the Shareholders as part of Annual Report forming part of published Accounts for the F.Y.2006-2007 and onwards. However in this regard the Special Leave Petition vide no. 25165- 25166/2007filed by Shri Ajit Kumar Gupta and others is still pending before Hon'ble Supreme Court for appropriate order.

DIRECTORS:

Shri Tanamy Deva retires from Board of Directors by rotation in accordance with the provisions of the Companies Act and being eligible, offers himself for re-appointment.

RE-APPOINTMENT OF AUDITORS:

M/s Kamal Kishore & Co., Chartered Accountants, the Auditors of the Company, who hold office upto the conclusion of the Annual General Meeting, are eligible for re-appointment and have expressed their willingness to accept the office if re-appointed as Auditors of the Company. M/s Kamal Kishore & Co., Chartered Accountants have under Section 224(1) of the Companies Act, 1956 furnished a Certificate of their eligibility for re-appointment and they hold valid certificate of having Peer Reviewed of their firm.

The company did not have any employee covered by the provisions of Section 217(2A) of the Companies Act' 1956, read with Companies (Particulars of Employee) Rules 1975 for F.Y. 2011-2012.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information as per Section 217 (1) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the Report of Board of Directors) Rules, 1988 are furnished as under:

a) Conservation of Energy :

The operations of the Company involve low energy consumption. Adequate measures have, however, been taken to conserve the energy.

b) Technological Absorption:

The Company has its own technological inputs for its products, developed in house with the efforts of experienced staffs and the same have been upgraded from time to time. However presently company has no collaboration arrangement with any foreign organization.

c) Foreign Exchange Earning and Outgo:

The foreign exchange earnings of the Company during the financial year has been Rs 2912.46 lakhs from Exports of Glass Beads, Hand knotted Carpets, Handicrafts and other items. The foreign Exchange Outflow during the year has been Rs. 211.28 lakhs for the import of materials, foreign traveling expenses and other sales promotional activities.

CORPORATE GOVERNANCE:

Corporate Governance Report and Management Discussion and Analysis statement and a certificate from the Auditors confirming compliance are attached to this report.

FIXED DEPOSITS :

The Company has not accepted any fixed deposits during the year.

FINANCE

The Company had availed loans of Rs. 636.99 from Bank during the F.Y. ended on 31.03.2012.

REVOCATION OF SUSPENSION AND TRADING OF SHARES :

The Bombay Stock Exchange has revoked suspension w.e.f. 19.08.2011 under "I" group and NSE has revoked suspension w.e.f. 15.12.2011 the shares are presently being traded with both stock exchanges.

ACKNOWLEDGMENT:

The Directors wish to place on record their sincere appreciation of the devoted and efficient services rendered by all officers, employees and others associated with the Company.

By order of the Board of Directors

For BANARAS BEADS LTD.

Place : VARANASI (Ashok Kumar Gupta)

Date : 30. 05. 2012 Chairman & Managing Director

---

Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the 31 st Annual Reports together with the Audited Accounts of the Company for the year ended on 31st March' 2011.

FINANCIAL RESULTS:

2010-2011 2009-2010 (Rs. in lacs) (Rs. in lacs)

TOTAL TURNOVER 3518.33 3327.32

Net Profit Before Taxation 555.46 467.89

Provision for Taxation 60.31 13.60

Net Profit after taxation 495.15 454.28

Balance of Profit & Loss Account B/F 327.33 -92.03

Deferred Tax Adjustment -185.93 -34.92

Balance of Profit & Loss Account C/F 636.55 327.33

APPROPRIATIONS:

Proposed Dividend NIL NIL

Transfer to General Reserve NIL NIL

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm -

a) That in preparation of Annual Accounts for the F.Y. ended on 31.03.2011, the applicable accounting standards have been followed;

b) That the directors 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 & Loss Accounts of the Company.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) That the Directors have prepared the Annual Accounts on a "going concern" basis.

OPERATION:

During the year the turnover of the Company has been increased by 5.74 % besides facing all adverse situation.

DIVIDENDS:

No dividend has been recommended for the year.

SETTLEMENT OF MANAGEMENT DISPUTES:

As already reported that the decade old disputes between the two Groups of Shareholders namely Raj Kumar Gupta Group and Ashok Kumar Gupta Group stands resolved by order dated 04.07.2007 read with order dated 03.08.2007 passed by the Hon'ble Company Law Board in C.P. No. 14/99. The directions given by the CLB vide the aforesaid two orders were implemented and communicated to the Shareholders as part of Annual Report forming part of published Accounts for the F.Y.2006-2007 and onwards. However in this regard the Special Leave Petition vide no. 25165- 25166/2007 filed by Shri Ajit Kumar Gupta and others is still pending before Hon'ble Supreme Court for appropriate order.

DIRECTORS:

Shri Praveen Singh retires from Board of Directors by rotation in accordance with the provisions of the Companies Act and being eligible, offers himself for re-appointment.

RE-APPOINTMENT OF AUDITORS:

M/s Kamal Kishore & Co., Chartered Accountants, the Auditors of the Company, who hold office upto the conclusion of the Annual General Meeting, are eligible for re-appointment and have expressed their willingness to be re-appointed as Auditors of the Company. M/s Kamal Kishore & Co., Chartered Accountants have under Section 224(1) of the Companies Act, 1956 furnished a Certificate of their eligibility for re-appointment and they hold valid certificate of having Peer Reviewed of their firm.

PARTICULARS OF EMPLOYEES:

The company did not have any employee covered by the provisions of Section 217(2A) of the Companies Act' 1956, read with Companies (Particulars of Employee) Rules 1975 for F.Y. 2010-2011.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information as per Section 217 (1) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the Report of Board of Directors) Rules, 1988 are furnished as under:

a) Conservation of Energy:

The operations of the Company involve low energy consumption. Adequate measures have, however, been taken to conserve the energy.

b) Technological Absorption:

The Company has its own technological inputs for its products, developed in house with the efforts of experienced staffs and the same have been upgraded from time to time. However presently company has no collaboration arrangement with any foreign organization.

c) Foreign Exchange Earning and Outgo:

The foreign exchange earnings of the Company during the financial year has been Rs 3292.16 lacs from Exports of Glass Beads, Hand knotted Carpets, Handicrafts and other items. The foreign Exchange Outflow during the year has been Rs. 351.35 lacs for the import of materials, foreign traveling expenses and other sales promotional activities.

CORPORATE GOVERANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance has been setup, which is ensuring proper implementations of the relevant requirements. A report on Corporate Governance and a certificate from the Auditors confirming compliance is part of this Report.

AWARDS / RECOGNITIONS :

The company has received a Special Export Award from CAPEXIL on 4th March, 2011 for SSI Sector in recognition of Export achievement in respect of Glass Beads & False Pearls for the year 2009-2010.

By EPCH Lifetime achievement award to the Chairman & Managing Director of the company for outstanding contribution to the promotion of fashion jewelry accessories. Udayami Samman - 2010 by Zee News Uttar Pradesh.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits during the year.

REVOCATION OF SUSPENSION OF TRADING:

After long persuasion with the Bombay Stock Exchange, the BSE has agreed in principle to revoke the suspension of trading wide their letter dated 28.3.2011 subject to fulfillment of certain conditions. All the requirements of BSE has been complied by the company by 20.4.2011 and now final order for revocation is awaited. However the revocation of suspension of trading with National Stock Exchange is still under process.

ACKNOWLEDGMENT:

The Directors wish to place on record their sincere appreciation of the devoted and efficient services rendered by all officers, employees and others associated with the Company.

By order of the Board of Directors For BANARAS BEADS LTD.

(Ashok Kumar Gupta) Chairman & Managing Director

Place : VARANASI Date : 01.07. 2011

---

Mar 31, 2010

The Directors are pleased to present the 30lh Annual Reports together with the Audited Accounts of the Company for the year ended on 31st March 2010.

FINANCIAL RESULTS:

2009-2010 2008-2009

(Rs. in lacs) (Rs. in lacs)

TOTAL TURNOVER 3327.32 2350.18

Net Profit Before Taxation 467.89 324.44

Provision for Taxation 13.60 2.05

Net Profit after taxation 454.28 322.39

Excess Provision of Taxation written back 0 0.40

Balance of Profit & Loss Account B/F -92.03 -386.78

Deferred Tax Adjustment -34.92 -28.05

Balance of Profit & Loss Account C/F 327.33 -92.03

APPROPRIATIONS:

Proposed Dividend NIL NIL

Transfer to General Reserve NIL NIL

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm -

a) That in preparation of Annual Accounts for the FY. ended on 31.03.2010, the applicable accounting standards have been followed;

b) That the directors selected such accounting policies and applied them consistently and made judgments and estimates, Jhat 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 & Loss Accounts of the Company.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) That the Directors have prepared the Annual Accounts on a "going concern" basis. OPERATION:

During the year the turnover of the Company has been increased by 41.58% besides facing all adverse situation and competition with China.

DIVIDENDS:

Due to adjustment of carried forward losses during the year, no dividend has been recommended for the year.

SETTLEMENT OF MANAGEMENT DISPUTES:

As already reported that the decade old disputes between the two Groups of Shareholders namely Raj Kumar Gupta Group and Ashok Kumar Gupta Group stands resolved by order dated 04.07.2007 read with order dated 03.08.2007 passed by the Honble Company Law Board in C.P. No. 14/99. The directions given by the CLB vide the aforesaid two orders were implemented and communicated to the Shareholders as part of Annual Report forming part of published Accounts for the F. Y.2006-2007 and onwards. However in this regard the Special Leave Petition field by Shri Ajit Kumar Gupta and others is still pending before Honble Supreme Court for appropriate order.

DIRECTORS:

Shri Ashok Kumar Kapoor retires from Board of Directors by rotation in accordance with the provisions of the Companies Act and being eligible, offers himself for re-appointment.

Mr. Siddharth Gupta was appointed as an Additional Director by Board of the Company with effect from 08.07.2010 and he may hold the office of Director up to the date of forthcoming Annual General Meeting. The Company has received a notice in writing from a member proposing the candidature of Mr. Siddharth Gupta for the office of a Director.

Mr. Siddharth Gupta has been appointed as Whole Time Director by Board on 08.07. 2010. His remuneration and appointment is subject to approval of Members.

RE-APPOINTMENT OF AUDITORS:

M/s Kamal Kishore & Co., Chartered Accountants, the Auditors of the Company, who hold office upto the conclusion of the Annual General Meeting, are eligible for re-appointment and have expressed their willingness to be re-appointed as Auditors of the Company. M/s Kamal Kishore & Co., Chartered Accountants have under Section 224(1) of the Companies Act, 1956 furnished a Certificate of their eligibility for re-appointment and they hold valid certificate of having Peer Reviewed of their firm.

PARTICULARS OF EMPLOYEES:

The company did not have any employee covered by the provisions of Section 217(2A) of the Companies Act 1956, read with Companies (Particulars of Employee) Rules 1975 for F.Y. 2009-2010.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information as per Section 217 (1) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the Report of Board of Directors) Rules, 1988 are furnished as under:

a) Conservation of Energy :

The operations of the Company involve low energy consumption. Adequate measures have, however, been taken to conserve the energy.

b) Technological Absorption:

The Company has its own technological inputs for its products, developed in house with the efforts of experienced staffs and the same have been upgraded from time to time. However presently company have no collaboration arrangement with any foreign organization.

c) Foreign Exchange Earning and Outgo:

The foreign exchange earnings of the Company during the financial year has been Rs 3029.27 lacs from Exports of Glass Beads, Hand knotted Carpets, Handicrafts and other items. The foreign Exchange Outflow during the year has been Rs. 341.64 lacs for the import of materials, foreign traveling expenses and other sales promotional activities.

CORPORATE GOVERANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance has been setup, which is ensuring proper implementations of the relevant requirements. A report on Corporate Governance and a certificate from the Auditors confirming compliance is part of this Report.

FIXED DEPOSITS :

The Company has not accepted any fixed deposits during the year.

ACKNOWLEDGMENT.

The Directors wish to place on record their sincere appreciation of the devoted and efficient services rendered by all officers, employees and others associated with the Company.

By order of the Board of Directors

For BANARAS BEADS LTD.

Place : VARANASI (Ashok Kumar Gupta)

Date : 08. 07. 2010 Chairman & Managing Director

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Mar 31, 2001

The Directors are presenting the 21st Annual Reports together with the Audited Statements of Accounts of the Company for the year ended on 31st March, 2001. The Managements dispute is still going on. The said Accounts have been finalised and audited after the intervention of Honble Company Law Board, dated 02.07.2002.

FINANCIAL RESULTS;

2000-2001 1999-2000 (Rs. in lacs)

TOTAL TURNOVER 653.65 1037.82

Profit for the year (Before Taxation) (237.23) (84.12)

Add: Prior period Adjustment/Transfer Net - (1.16)

Less: Provision for taxation NIL NIL

Net Profit for the year (237.24) (85.28)

Less: Prior Period Adjustments/ Transfer (Net) NIL NIL

Available for Appropriation (Loss) (237.24) (85.28)



APPROPRIATIONS

Payment for Taxes NIL NIL

Proposed Dividend NIL NIL

Transfer to General Reserve NIL NIL

Profit & Loss Account Adj with General Reserve (237.24) (85.28)

DIRECTORS RESPONSIBILITY STATEMENT:

Further the Directors hereby state and confirm regarding Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956 :-

a) that in preparation of Annual Accounts for the F.Y. ended on 31.03.2001, the applicable accounting standards have been followed ;

b) that the directors 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 financial year and of the Profit & Loss Accounts of the Company.

c) that the Directors have taken proper and sufficient care for the maintained of adequate accounting records in accordance with the provisions of the Companies Act, 1956 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities ;

d) that the Directors have prepared the Annual Accounts on a "going concern" basis.

OPERATION:

Turnover of the Company has been declined by 37.01 % (Turnover of Varanasi office declinded by 34.19 % and Delhi office delcined by 55.06%). The dispute between the Management have adversely affected the growth of the Company. Your directors are continuously trying to come out this situation.

DIVIDENDS :

Due to unprecedented reasons the Company has suffered heavy loss during the year under review. Hence no dividend has been recommended for this year.

DIRECTORS:

Shri Ashok Kumar Kapoor was re-appointed as the director in the Annual General Meeting held on 27.09.2001.

AUDITORS & AUDITORS REPORT:

At the Annual General Meeting held on 27th September, 2001 M/s Kamal Kishore & Co., Chartered Accountants, Varanasi were appointed as Statutory Auditors of the Company to hold office from the conclusion of that meeting until the conclusion of the next Annual General Meeting in glace of M/s R.P. Pandey & Company, Chartered Accountants, Varanasi.

The notes of Accounts referred to in the Auditors Reports are self explanatory and therefore do not call for any further comments.

PARTICULARS OF EMPLOYEES;

Name of the employees of the company is covered by Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules 1975, as amended do not apply to your Company since no employee of the Company falls within the limits stipulated under the said Rules.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:

Information as per Section 217 (l)(e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the Report of Board of Directors) Rules, 1988 are furnished as under.

a) Conservation of Energy:

The company is engaged in the cottage industrial activity which involves totally manual process. Hence the energy consumption for the product in which Company is dealing is almost negligible. However, your Company has suitable arrangement and it is conscious to conserve energy wherever possible.

b) Technological Absorption:

The Company has no collaboration arrangement with any foreign organisation at the present moment. All its technological inputs are developed in house with the efforts of experienced staff who are continuously making efforts to upgrade the quality of the products.

c) Foreign Exchange Earning and Outgo :

The foreign exchange earnings of the Company during the has been Rs.426.50 lacs from Exports of Glass Beads, Hand knotted Capets, Handicrafts and other items. The foreign Exchange Outflow during the year has been of Rs. 136.08 lacs for the import of materials, foreign traveling expenses and other sales promotional activities.

INDUSTRIAL RELATIONS:

Industrial relation with the employees remained cordial through out the year, your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives, staff and workmen at all levels.

ACKNOWLEDGMENT:

The Director wish to place on record their sincere appreciation of the devoted and efficient services rendered by all officers and emoloyees of the Company.

By order of the Board of Directors for BANARAS BEADS LTD.,

(Ashok Kumar Gupta) Chairman & Managing Director

Place: VARANASI Date :--10.03.2003

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Mar 31, 2000

The Directors are presenting the 20th Annual Reports together with the Audited Statements of Accounts of the Company for the year ended on 31st March, 2000. The Managements dispute is still going on. The said Accounts have been finalised and audited after the intervention of Honble Company Law Board, dated 02.07.2002.

FINANCIAL RESULTS:

1999-2000 1998-99

(Rs.in lacs)

TOTAL TURNOVER 1037.82 1008.94

Profit for the year (Before Taxation) (84.12) (952.20)

Add: Prior period Adjustment/Transfer Net (1.16) (121.57)

Less: Provision for taxation NIL NIL

Net Profit for the year (85.28) (1073.78) Less: Prior Period Adjustments/Transfer (Net)

Available for Appropriation (Loss) (85.28) (1073.78)

APPROPRIATIONS

Payment for Taxes NIL NIL

Proposed Dividend NIL NIL

Transfer to General Reserve NIL NIL

Profit & Loss Account Adj.with General Resereve (85.28) (1073.78)

DIRECTORS RESPONSIBILITY STATEMENT:

Further the Directors hereby state and confirm regarding Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956 :-

a) that in preparation of Annual Accounts for the F.Y. ended on 31.03.2000, the applicable accounting standards have been followed;

b) that the directors 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 financial year and of the Profit & Loss Accounts of the Company.

c) that the Directors have taken proper and sufficient care for the maintained of adequate accounting records in accordance with the provisions of the Companies Act, 1956 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities

d) that the Directors have prepared the Annual Accounts on a "going concern" basis.

OPERATION:

Turnover of the Company has been incereased by 2.86% (Turnover of Varanasi office increased by 18.62 % and Delhi office declined by 44.34%). The dispute between the Management have been adversely affected the growth of the Company. Your directors are continuously trying to come out this situation.

DIVIDENDS :

Due to unprecedented reasons the Company has suffered heavy loss during the year under review. Hence no dividend has been recommended for this year.

DIRECTORS:

Shri Praveen Singh was re-appointed as the director in the Annual General Meeting held on 30.09.2000.

AUDITORS & AUDITORS REPORT:

At the Annual General Meeting held on 27th September, 2001 M/s Kamal Kishore & Co., Chartered Accountants, Varanasi were appointed as Statutory Auditors of the Company to hold office from the conclusion of that meeting until the conclusion of the next Annual General Meeting in place of M/s R.P. Pandey & Company, Chartered Accountants, Varanasi.

The notes of Accounts referred to in the Auditors Reports are self explanatory and therefore do not call for any further comments.

PARTICULARS OF EMPLOYEES :

Name of the employees of the company is covered by Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules 1975, as amended do not apply to your Company since no employee of the Company falls within the limits stipulated under the said Rules.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:

Information as per Section 217 (l)(e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the Report of Board of Directors) Rules, 1988 are furnished as under.

a) Conservation of Energy:

The company is engaged in the cottage industrial activity which involves totally manual process. Hence the energy consumption for the product in which Company is dealing is almost negligible. However, your Company has suitable arrangement and it is conscious to conserve energy wherever possible.

b) Technological Absorption:

The Company has no collaboration arrangement with any foreign organisation at the present moment. All its technological inputs are developed in house with the efforts of experienced staff who are continuously making efforts to upgrade the quality of the products.

c) Foreign Exchange Earning and Outgo :

The foreign exchange earnings of the Company during the has been Rs.995.23 lacs from Exports of Glass Beads, Hand knotted Carpets, Handicrafts and other items. The foreign Exchange Outflow during the year has been of Rs.35.01 lacs for the import of materials, foreign traveling expenses and other sales promotional activities.

INDUSTRIAL RELATIONS:

Industrial relation with the employees remained cordial through out the year, your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives, staff and workmen at all levels.

ACKNOWLEDGMENT:

The Director wish to place on record their sincere appreciation of the devoted and efficient services rendered by all officers and employees of the Company.

By order of the Board of Directors for BANARAS BEADS LTD.,

(Ashok Kumar Gupta) Chairman & Managing Director

Place: VARANASI Date : 10.03.2003