Directors Report of Blue Chip Tex Industries Ltd.

Mar 31, 2024

Your Directors are pleased to present the 39^th Annual Report of Blue Chip Tex Industries Limited (“your Company” or “the Company”) along with the Audited Financial Statements for the Financial Year (“FY”) ended 31^st March, 2024.

The financial performance of your Company for the FY ended 31^st March, 2024, is summarized below:

FINANCIAL PERFORMANCE:

'' In Lakhs
Particulars	FY 2023-24	FY 2022-23
Revenue from Operations	25,558.33	25,272.40
Other Income	37.94	49.82
Total Income	25,596.27	25,322.22
Expenses
Expenses except depreciation & amortization expense	25,269.97	24,946.59
Depreciation & amortization expense	254.92	257.14
Total Expenses	25,524.89	25,203.73
Profit before depreciation & amortization expense	326.30	375.63
Less: Depreciation & amortization expense	254.92	257.14
Profit before Tax	71.38	118.49
Less: Tax Expenses
Current tax for the current year	41.80	48.05
Current tax related to earlier years	(0.92)	(4.33)
Deferred tax	(21.86)	(16.43)
Profit after tax	52.36	91.20
Other Comprehensive income	(10.79)	2.10
Total income for the year	41.57	93.30
Earnings per share (in '' (Basic and Diluted)	2.66	4.63
Amount transferred to Retained Earnings	41.57	93.30
Transfer to General Reserve	-	-

The abovementioned financial performance highlights are an abstract of the Financial Statements of your Company for the FY 2023-24. The detailed Financial Statements forms part of this Annual Report and are also uploaded on website of your Company i.e. www.bluechiptexindustrieslimited.com.

1. Performance Highlights:

The revenue from operations for the financial year 2023-24 was up by 1.13% and stood at '' 25,558.33 lakhs compared to '' 25,272.40 lakhs in the previous financial year. The Profit after tax for the financial year 2023-24 was '' 52.36 lakhs as compared to '' 91.20 lakhs in previous financial year.

2. Dividend:

Your Directors are pleased to recommend a dividend of ''1.00/- per equity share of ''10/- each for the FY 2023-24.

In accordance with the provisions of the Income Tax Act, 1961 as amended by and read with the provisions of the Finance Act, 2020, with effect from 1^st April, 2020, dividend declared and paid by any Company is taxable in the hands of shareholders. Your Company shall, therefore, be required to regulate deduction of tax at source (“TDS”) at the time of payment of dividend in accordance with the provisions of the Income Tax Act, 1961 read with the Finance Act, 2020 and at the applicable rates of taxes. The TDS rate may vary depending upon the residential status of the shareholder and the documents submitted to your Company.

Your Company will also be sending communication to the shareholders informing them to submit the necessary documents to enable your Company to calculate the amount of tax required to be deducted from the proposed dividend in respect of each eligible shareholders. The aforesaid communication will be sent to those shareholders whose name appears in the Register of Members as on 12^th August, 2024 via email to those shareholders who have registered their email id with your Company.

3. Transfer to Reserves:

Your Company did not transfer any sum to the General Reserve for the Financial Year under review.

4. Annual Return:

Pursuant to Section 134(3)(a) of the Companies Act, 2013 (“the Act”), the draft annual return for Financial Year 202324 prepared in accordance with Section 92(3) of the Act is made available on the website of the Company i.e. www. bluechiptexindustrieslimited.com under ‘Annual Report’ section.

5. Details of Frauds reported by the Auditors under Section 143(12) of Companies Act, 2013:

There are no frauds reported by the Auditor which are required to be disclosed under Section 143(12) of the Act.

6. Board Meetings:

The Board met eight times through video conferencing during the FY 2023-24 on 25^th April 2023, 25^th May 2023, 9^th August 2023, 28^th August 2023, 09^th November 2023, 20th December 2023 ,12^th February 2024 and 05^th March, 2024. The necessary quorum was present for all the Meetings. Also, the Board of Directors of your Company passed a Resolution by Circulation on 30^th November 2023.

7. Changes in Directors and Key Managerial Personnel:

During the year under review there was No changes in the Composition of the Board of the Directors.

During the year, Mr. Durgesh S. Shirsate (ACS No: 69724), Company Secretary & Compliance Officer of the company resigned with effect from 30^th September, 2023. Further, Mrs. Meena Jain (ACS No: 64159) was appointed as Company Secretary & Compliance Officer of the company with effect from 21^st December, 2023.

In accordance with the provisions of Section 152 of the Act Mr. Rahul .A. Khemani, Director (DIN No: 03290468)) of your Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

8. Independent Directors:

Pursuant to Section 134(3)(d) of the Act, Company confirms having received necessary declarations from all the Independent Directors under Section 149(7) of the Act and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) declaring that they meet the criteria of independence laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. All the Independent Directors of Company have complied with the provisions of sub rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 by registering themselves under data bank of Independent Director.

All Independent Directors are familiarized with your Company, their roles, rights and responsibilities in your Company, nature of the industry in which Company operates, business model, strategy, operations and functions of your Company through its Executive Directors and Senior Managerial Personnel.

Company’s Independent Directors meet at least once in every financial year without the presence of the Executive Directors of your Company. During the year under review, one Meeting of Independent Directors was held on 23^rd January, 2024.

During the year under review, Company did not have any pecuniary relationship or transactions with any of its Independent Directors, other than payment of sitting fees.

In the opinion of the Board, the Independent Directors of the Company meet the requirements of integrity, expertise and experience as required by the Company and have the Proficiency required for their appointment as an Independent Director on the Board of the Company.

9. Particulars of Remuneration to Directors and Employees:

The statement containing particulars in terms of Section 197(12) of the Act read with rule 5(1), Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure IV”.

10. Performance Evaluation:

Pursuant to the applicable provisions of the Companies Act, 2013, the Board has carried out an Annual Evaluation of its own performance, performance of the Individual Directors, Key Managerial Personnel and Committees of Board, based on the evaluation criteria defined by Nomination and Remuneration Committee (“NRC”) for performance evaluation process of the Board, its Committees, Directors and Key Managerial Personnel. All the evaluation is carried out at Board of Director’s Meeting, Independent Director’s Meeting and NRC Meeting. Having regard to the industry, size and nature of business your Company is engaged and the evaluation methodology adopted is in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose.

Performance evaluation of Independent Directors was conducted by the Board of Directors, excluding the Director being evaluated. The criteria for performance evaluation of Independent Directors laid down by the Nomination and Remuneration Committee include ethics, knowledge and proficiency, diligence, efforts for personal development, independence in decision making, etc. Similarly, performance evaluation of the Non-Independent Directors was carried out by the Independent Directors of your Company at its separate Meeting. Your Directors also expressed their satisfaction with the evaluation process.

11. Auditors:

(i) Statutory Auditors and their Report

At the 37th Annual General Meeting held on 27^th September, 2022, M/s. D K P & Associates, Chartered Accountants, (Firm Registration No. 126305W) were appointed as the Statutory Auditors of your Company to hold office for a term of 5 years commencing from the conclusion of 37^th Annual General Meeting till the conclusion of 42^nd Annual General Meeting subject to ratification by Members in each Annual General Meeting. However, as per the Companies (Amendment) Act, 2017, provisions of Section 139 of the Act have been amended, wherein, the requirement of ratification of appointment of Statutory Auditors at every Annual General Meeting has been done away with. Accordingly, the Audit Committee and the Board of Directors of your Company during their respective Meetings held on 26^th May, 2022 have considered and approved the re-appointment of M/s. D K P & Associates, Chartered Accountants, (Firm Registration No. 126305W) as the Statutory Auditors of your Company, for further period of 5 years i.e. from the conclusion of the 37^th Annual General Meeting until the conclusion of the 42^nd Annual General Meeting of your Company to be held in the year 2027.

The Notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification(s), reservation(s) or adverse remark(s).

(ii) Secretarial Auditors and their Report

In terms of Section 204 of the Act, the Board of Directors of your Company on the recommendation of the Audit Committee have re-appointed M/s. Pramod .S. Shah and Associates, Practicing Company Secretaries, Mumbai as the Secretarial Auditors of your Company to carry out Secretarial Audit for the financial year 2024-2025. Your Company has obtained Secretarial Audit Report for the Financial Year 2023-24 in the prescribed Form MR-3 from M/s Pramod .S. Shah and Associates, Practicing Company Secretaries, which forms part of the Annual Report and is annexed as “Annexure I” to this Report. The report does not contain any qualification(s), reservation(s) or adverse remark(s) which calls for any explanation from your Board of Directors.

(iii) Cost Auditors and their Report

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee, have re-appointed M/s. NKJ & Associates, Practicing Cost Accountants, Mumbai (Registration No. 101893), as Cost Auditor of the Company for conducting the Cost Audit for the Financial Year 2024-25 , on a remuneration as mentioned in the Notice of 39^th Annual General Meeting. A Certificate from M/s. NKJ & Associates, Practicing Cost Accountants, has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder. A resolution seeking Member’s ratification for the remuneration payable to the Cost Auditor forms part of the Notice

of 39^th Annual General Meeting and the same is recommended for your consideration and ratification. The Cost Audit Report for the FY 2023-24, does not contain any qualification(s), reservation(s) or adverse remark(s) which calls for any explanation from your Board of Directors.

(iv) Internal Auditors

In terms of the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee, have re-appointed M/s. Raju Gupta & Associates, Chartered Accountants, Mumbai (Registration No. 108477W), as the Internal Auditor of the Company for the FY 2024-25. The Internal Audit Report for the FY 2023-24, does not contain any qualification(s), reservation(s) or adverse remark(s) which calls for any explanation from your Board of Directors.

12. Transfer to Investor Education and Protection Fund:

Transfer of Equity Shares: Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 notified by the Ministry of Corporate Affairs on 7^th September, 2016 and subsequently amended vide notification dated 28^th February, 2017, all the equity shares of the Company in respect of which dividend amounts have not been paid or claimed by the shareholders for seven consecutive years or more are required to be transferred to demat account of the Investor Education and Protection Fund (IEPF) Authority.

Accordingly, 11001 shares of 88 members of your Company were transferred to Demat Account of IEPF Authority on 14^th September, 2023. Your Company had sent individual notice to all the members whose email ids were available with Company and has also published the notice in the leading English and Gujarati newspapers. The details of the aforesaid members are available on website of your Company i.e. www.bluechiptexindustrieslimited.com.

Transfer of Unclaimed/ Unpaid Dividend: Further, pursuant to the provisions of Section 124(5) of the Act, the dividend which remained unclaimed/ unpaid for a period of seven years from the date of transfer to unpaid dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. As a result, the unclaimed/ unpaid dividend for the year 2015-16 which remained unclaimed and unpaid for a period of 7 years has been transferred by your Company to the IEPF.

Your Company has/shall uploaded the details of unclaimed/ unpaid dividend for the FY 2015-16 onwards on its website viz., www.bluechiptexindustrieslimited.com and on website of the Ministry of Corporate Affairs viz., www.mca.gov.in and the same gets revised / updated from time to time.

Further, the unpaid Dividend amount pertaining to the FY 2016-17 will be transferred to IEPF during the FY 2024-25.

13. Deposits:

The Company has not accepted any deposits covered under the provisions of the Act and the Rules made thereunder.

14. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014:

A. Conservation of Energy:

(i) The steps taken or impact on conservation of energy:

Constant efforts in continuing all previous conservation measures and increasing awareness of energy management amongst employees have continued which should enable further savings going forward. The Company had installed solar plant for energy conservation in March, 2020. Also Company had installed LED lights in place of existing lighting system in March, 2020. Installation of solar plant and LED lights helped in reducing the energy bill and creating higher productivity.

(ii) The steps taken for utilizing alternate sources of energy:

The Company had installed solar plant for energy conservation in March, 2020. Also Company had installed LED lights in place of existing lighting system in March, 2020.

(iii) The capital investment on energy conservation equipment:

No capital investment has been made during the year under review.

B. Technology absorption:

(i) The efforts made towards technology absorption:

The Textile business environment is becoming more and more challenging and competitive, thus in current scenario, it becomes the key to survival. We follow strategy of Innovation and Sustainability and research is being done to keep business predictable, sustainable and profitable and to de-risk our product portfolio.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

The Company keeps itself abreast of the technical development and innovation in its line of products and tries to bring improvements in the product for better yield, quality and cost effectiveness etc. Continuous efforts are being made in the areas of quality improvements, waste reduction, process capability and cost minimization to specially improve the market acceptance of the product.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

(a) the details of technology imported: Not Applicable

(b) the year of import: Not Applicable

(c) whether the technology been fully absorbed: Not Applicable

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

(iv) the expenditure incurred on Research and Development - NIL

C. Foreign exchange earnings and Outgo: NIL

15. Material Changes and Commitment, if any, affecting the financial position of the Company from the end of the financial year till the date of this report:

No material changes and commitments which could affect your Company’s financial position have occurred between the end of the FY 2023-24 and to the date of this report.

16. Significant and Material Orders passed by the Regulators or Courts:

There are no significant and material orders passed by any Regulator/Court that would impact the going concern status of your Company and its future operations.

17. Details of Subsidiary Company / Associate Company / Joint Ventures:

Company does not have any Subsidiary Company or Associate Company or Joint Venture.

18. Change in the Nature of Business:

There has been no change in the nature of business of the Company during the year ended 31^st March, 2024.

19. Change in the Capital Structure:

There has been no change in the capital structure of the Company during the year ended 31^st March, 2024.

20. Accounting Treatment:

The Company followed the applicable Accounting Standards in the preparation of its Financial Statements.

21. Compliance with the applicable Secretarial Standards:

The Company has complied with the applicable secretarial standards for the FY 2023-24.

22. Adequacy of Internal Financial Controls with reference to the financial statements:

The Company has adequate and effective control systems, commensurate with its size and nature of business, to ensure that assets are efficiently used and the interest of the Company is safe guarded. Checks and balances are in place to determine the accuracy and reliability of accounting data.

23. Risk Management Committee:

As per Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board of Directors of the top 1000 listed entities needs to constitute a Risk Management Committee. As the Company does not falls into the aforesaid category, the Board has not constituted Risk Management Committee.

24. Particulars of Loans, Guarantees and Investments:

Company has not provided any loans or guarantees which are covered under the provisions of Section 186 of the Act. The details of investments covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.

25. Related Party Transactions:

All Related Party Transactions entered into during the financial year under review, were on an arm’s length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act.

Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or when the need for these transactions cannot be foreseen in advance. Details of transactions with Related Parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as “Annexure II” in form AOC-2.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed from your Company’s website at www.bluechiptexindustrieslimited.com.

Attention of Members is also drawn to Note 31 to the financial statements for the year ended 31^st March, 2024 which sets out the related party disclosures as per the Indian Accounting Standard.

26. Corporate Social Responsibility (CSR):

Your Company has been a firm believer that each and every individual including an artificial person owe something to the society at large.

Your Company for the FY 2023-24, in order to comply with the provisions of the Sec.135(5) of Companies Act 2013, your company had transferred the amount of Rs.9.20 Lakhs to in Prime Minister’s national Relief Fund or Prime Minister’s Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund) specified in Schedule VII of Companies act 2013 & Companies (Corporate Social Responsibility Policy) Rules 2014, before 30^th September,2023. The Disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is made in prescribed form which is annexed to this Report as “Annexure III”.

Details about the CSR Policy adopted and formulated by your Company can be accessed from your Company’s website at www.bluechiptexindustrieslimited.com.

27. Committees of Board:

I. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee (“NRC”) has been revised and re-constituted by the Board in the Board Meeting held on 29^th May, 2024, in compliance with the requirements of Section 178 of the Act. The NRC consists of following three non-executive Directors:

1. Ms. Tanya Singh - Chairman (Independent Director)

2. Mr. Rohit .P. Bajaj - Member (Independent Director)

3. Mr. Siddharth .A. Khemani - Member (Non-Executive, Non-Independent Director)

Terms of Reference of NRC: The role and terms of reference of the Committee are in line with the provisions of Section 178 of the Companies Act, 2013. The Committee is empowered to do the following:

a. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to the remuneration of the directors, key managerial personnel and other employees;

b. Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors;

c. Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal;

d. Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors;

e. Recommend to the Board, all remuneration, in whatever form, payable to Senior Management.

The Company’s Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed herewith as “Annexure V”. Further, the Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors & Key Managerial Personnel’s. The Company’s Nomination and Remuneration Policy is directed towards rewarding performance based on review of achievements periodically. The Nomination and Remuneration Policy is in consonance with the existing industry practice.

II. Audit Committee:

The Audit Committee has been revised and re-constituted by the Board in the Board Meeting held on 29^th May, 2024, in compliance with the requirements of Section 177 of the Act. The Audit Committee consists of following three Directors with the Chairman being Independent Director.

1. Mr. Abhishek S. Kamdar - Chairman (Independent Director)

2. Mr. Rohit .P. Bajaj - Member (Independent Director)

3. Mr. Rahul .A. Khemani - Member (CFO & Director)

Terms of Reference of the Audit Committee: The terms of reference of the Audit Committee of your Company are in accordance with Section 177 and other applicable provisions of the Act and the Rules framed thereunder, which inter alia include the following:

a. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

b. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

c. Examination of the financial statement and limited review / auditors’ report thereon;

d. Approval or any subsequent modification of transactions of the Company with related parties;

e. Scrutiny of inter-corporate loans and investments;

f. Valuation of undertakings or assets of the Company, wherever it is necessary;

g. Evaluation of internal financial controls and risk management systems;

h. Discussion with Internal Auditors of any significant findings and follow up there on;

i. Review the functioning of the Whistle Blower mechanism or Vigil mechanism; etc.

III. Stakeholders Relationship Committee:

The Stakeholders’ Relationship Committee (“SRC”) has been revised and re-constituted by the Board in the Board Meeting held on 29^th May, 2024, in compliance with the requirements of Section 178 (5) of the Act. The SRC comprises of following four directors with the Chairman being Independent Director:

1. Mr. Abhishek S. Kamdar - Chairman (Independent Director)

2. Mr. Shahin .N. Khemani - Member (Managing Director)

3. Mr. Rahul .A. Khemani - Member (CFO & Director)

4. Mr. Siddharth .A. Khemani - Member (Non-Executive, Non-Independent Director)

The terms of reference of the SRC, inter-alia are as follows:

a. Resolving the grievances of the security holders of the Company including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, General Meetings etc.;

b. Review of measures taken for effective exercise of voting rights by shareholders;

c. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent;

d. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory notices by the shareholders of the Company;

28. Whistle Blower Policy / Vigil Mechanism:

Your Company has a Vigil Mechanism in place which includes a Whistle Blower Policy for Directors and Employees of your Company to provide a mechanism which ensures adequate safeguards to Employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports etc.

The Vigil Mechanism/Whistle Blower Policy of your Company can be accessed from your Company’s website at www. bluechiptexindustrieslimited.com.

29. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company has framed ‘Sexual Harassment Policy’ and has constituted an Internal Complaints Committee as per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. No complaints with allegations of any sexual harassment were reported during the year under review.

30. Corporate Governance Report:

In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, please note that compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall be applicable to the company, in respect of a listed entity having Paid Up Equity Share Capital exceeding Rupees Ten Crore and Net Worth exceeding Rupees Twenty Five Crore, as on the last day of the previous financial year. Since your Company’s Paid Up Equity Share Capital and Net Worth as on FY 2023-24 are exceeding the above mentioned figures, the Corporate Governance Report for the FY 2023-24 as required under para C of Schedule V is attached.

31. Management Discussion And Analysis:

The global economy began its modest recovery in FY 2023-2024. While the trend is expected to accelerate in the current year, emerging markets like India faced multiple challenges capital outflows, intense exchange rate pressures and volatile current account movement. A combination of persistent inflation, fiscal imbalances, external sector vulnerabilities and low investments resulted in sluggish domestic demand growth. Fiscal and monetary initiatives taken by the Indian government and the Reserve Bank of India (RBI) helped stabilize financial market conditions, but the domestic macro-economic environment still remains challenging.

The overall performance of textile industry is badly affected due to lower realization both in export and domestic market. Disturbed power supply and skilled labor shortage in the region has worsened the position. However, underlying risks and vulnerabilities persist due to escalating geopolitical conflicts, inflation, prolonged higher interest rates, volatility in energy and sluggish recovery in China.

Despite these challenges, signs of stable growth, robust performance of the United States and several large emerging market and developing economies, coupled with inflation returning to target levels in advanced economies, indicate a diminished risk for the global economy. Despite headline inflation experiencing a decline from its unprecedented peaks, core inflation has remained persistent and is expected to decline gradually.

The global textile market is estimated at US$ 1,065.6 billion in 2024 and is calculated to increase at a CAGR of 3.7% and reach US$ 1,532.4 billion by 2034. Textile Yarn Market size was valued at USD 13.2 billion in 2023 and is poised to grow at a CAGR of 4.9% from 2024-2030. Textile yarn is a long continuous length of the interlocked fibers, used in the manufacturing of textiles. The global textile yarn market is growing at a significant CAGR owing to an increase in the preference for personnel appearance and home textiles

INDIAN ECONOMIC OVERVIEW & OUTLOOK

Amid a challenging global economic landscape and deteriorating geopolitical conditions, India shines as a beacon of optimism, proudly holding its position as the world’s fifth-largest economy and expected to continue leading as the fastest-growing major economy. India’s GDP growth remained buoyant at 7.6% in FY 2023-24 as against 7% in FY2022-23, supported by robust domestic demand, moderate inflation, a stable interest rate environment, and strong foreign exchange reserves. Furthermore, an accelerated pace of economic reforms and increased capital expenditure facilitated construction activities and created employment opportunities across the country. The International Monetary Fund (IMF) commended India’s economic resilience, robust growth, and notable progress in formalisation and digital infrastructure. Moreover, India’s G20 presidency in 2023 has demonstrated its capability to cater to global needs and provided a platform to address global concerns.

India’s top export markets, including the US, UAE, and China, witnessed double-digit growth in exports Despite unfavourable economic conditions in major markets such as the European Union (EU), the US, and West Asian nations, Indian textile exports grew by 9.59 per cent compared to the previous year in May 2024, the Confederation of Indian Textile Industry (CITI) said in a report. Simultaneously, Indian apparel exports grew 9.84 per cent during the same period. The CITI, in its report, highlighted that the cumulative exports of textiles and apparel during May 2024 registered a growth of 9.70 per cent over May last year. The country’s overall exports for May 2024 surged to USD 68.29 billion. Indian textile exports increased 6.04 per cent over the previous year, while apparel exports increased 4.46 per cent during the same period. Thus, the cumulative exports of textiles and apparel from April to May 2024 surged 5.34 per cent compared to last year.

The manufacturing intensity in the Textiles market is projected to amount to 1.6% in 2024. The number of enterprises in the Textiles market is projected to amount to 18.81k in 2024. A compound annual growth rate of 4.54% is expected (CAGR 2024-2029). India is the world’s sixth-largest exporter of textiles and apparel, with the domestic apparel and textile industry contributing about 2.3% to the country’s GDP, 13% to industrial production, and 12% to exports. India’s textile and apparel market size is growing at a CAGR of 14.59% from $172.3 billion in 2022 and is expected to reach $387.3 billion by 2028, according to Indian Brand Equity Foundation (IBEF), a body established by the ministry of commerce and industry. The textile industry is also the second-largest employer after agriculture, providing direct employment to 45 million people and 100 million people in the allied sector.

The textile industry is an ever-growing market, with key competitors being China, the European Union, the United States, and India. China is the world’s leading producer and exporter of both raw textiles and garments. India is among the top five textile manufacturing country and is responsible for more than 6% of the total textile production, globally. The rapid industrialization in the developed and developing countries and the evolving technology are helping the textile industry to have modern installations which are capable of high-efficient fabric production. Indian Textile Industry India is the world’s second-largest producer of textiles and garments. It is also the sixth-largest exporter of textiles spanning apparel, home and technical products.

The Textile market is poised to grow, led by boost in demand and the government support in form of attractive schemes such as Production Linked Incentive (PLI), Mega Investment Textile Parks (MITRA) will further drive the way for the US$ 250 billion target. Another step taken by the Ministry of Textiles towards positioning India as a global leader in technical textiles manufacturing is the invitation of Research proposals for Funding for Design, Development and Manufacturing of Machinery, Tools, Equipment, and Testing Instruments under NTTM.

Industry Information:

India’s textiles sector is one of the oldest industries in the Indian economy, dating back to several centuries. The industry is extremely varied, with hand-spun and hand-woven textiles sectors at one end of the spectrum, with the capital-intensive sophisticated mills sector on the other end. The decentralised power looms/ hosiery and knitting sector forms the largest component in the textiles sector. The close linkage of textiles industry to agriculture (for raw materials such as cotton) and the ancient culture and traditions of the country in terms of textiles makes it unique in comparison

to other industries in the country. India’s textiles industry has a capacity to produce a wide variety of products suitable for different market segments, both within India and across the world.

Opportunities and Threats:

The Government has launched various support schemes and policies for the textiles industry to enhance its global competitiveness. These schemes focus on export promotion, infrastructure development, and technology upgradation, among other areas. These initiatives aim to provide necessary support to the companies within the textiles industry, while empowering them to enhance their global competitiveness.

Accelerated reopening of activities have re-opened opportunities for the textile market which were quiet for a long time. Further, China plus one policy by USA and Europe will lead to increase in demand for the Indian Market. With an added advantage of high quality standards, our Company will be forging ahead with its sustainability vision to build potential so as to grab opportunities coming its way.

The current disruptions caused by high fuel costs, port bottlenecks, and inflationary pressures are expected to persist in the near future. These challenges create an opportunity for fashion companies that have local and integrated supply chains to strengthen their position by catering to customer demands in their respective regions of operation.

Currently the biggest threat is the increase in prices of coal, dyes, chemicals, input cost and raw materials which is making the industry non-competitive.

Outlook:

The Company expects to be on a profitable growth momentum. In the Domestic Market, the overall consumer sentiments are positive. The Company is focused on liquidity management through cost reduction initiatives and working capital optimization with an aim of becoming a net debt-free Company in next 3 years.

Risks and Concerns:

The broader trends in the economy are expected to have a direct impact on your Company’s growth prospects as well. Inflation is expected to remain elevated for the foreseeable future, driven by war-induced commodity price increases and broadening price pressures.

In these circumstances, the ability to successfully navigate cost pressures would have a significant bearing on the overall performance of your Company. Diminishing purchasing power and demand due to the economic circumstances could result in fundamental shifts in consumer behaviour and adversely impact the market for textiles.

Risk Management

The Company has a comprehensive Risk Management framework for the timely and effective identification, assessment, monitoring and mitigation of potential risks that may impact its business. It has robust mitigation strategies to overcome adverse situations which may arise on account of foreseeable risks. The key risks and their corresponding mitigation measures are depicted below:

The Company operates in diverse markets and is exposed to adverse macroeconomic conditions, country-specific changes to the operating, regulatory and political environment, natural disasters, global health emergencies or civil unrest that may impact consumer demand, disrupt operations, lead to increased operational costs and impact profitability. Geopolitical tensions, supply chain disruptions, higher inflation, monetary tightening and global economic slowdown may reduce consumer spending and impact the growth of the Company.

Mitigation

The Company continually monitors external macroeconomic and regulatory changes and is supported by insights from the treasury and strategy teams into macroeconomic trends. Moreover, it is focussed on increasing its geographical footprint, e-commerce expansion, and producing innovative products to strengthen its position in the market.

The Company’s Financial Performance:

The highlights of the Company’s financial performance for the year ended 31^st March, 2024 is given at the start of the Directors Report.

Internal Control and Management Systems:

Your company has an adequate internal control system. There is a system of continuous internal audit which aims at ensuring effectiveness and efficiency of systems and operations. Your company has the benefit of internal control systems which have been developed over the years and which has ensured that all transactions are satisfactorily recorded and reported and all assets are protected against loss from unauthorised use or otherwise. The process of Internal control and systems, statutory compliance, risk analysis and its management and information technology are taken together to provide a meaningful support to the management process. Also continuous efforts are being made to strengthen the system.

Human Resource and Industrial Relations:

The Company believes that Human Resources play a significant role in achieving its business vision. Hence, the Company continues to invest on hiring the best talent, developing and retaining the available talent to ensure a sustainable talent supply within the organization. The Company provides various opportunities to the employees to develop their skills to take up higher responsibilities in the organization. The Company uses various communication channels to seek employees’ feedback about the overall working environment and the necessary tools and resources they need to perform at their best potential. The Company’s employee strength stood at 142 as on 31^st March, 2024.

Health, Safety and Security Measures:

The Company continues to accord the highest priority to health and safety of its employees and communities it operates in. The Company has been fully committed to comply with all applicable laws and regulations and maintains the highest standard of Occupational Health and Safety and ensures safer plants by conducting safety audits, risk assessments and periodic safety awareness training to employees. We believe in good health of our employees.

Cautionary Statement:

Readers are cautioned that this discussion and analysis contains forward-looking statements that involve risks and uncertainties. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Actual results, performances or achievements, risks and opportunities could differ materially from those expressed or implied in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements as these are relevant at a particular point of time & adequate restrain should be applied in their use for any decision making or formation of an opinion.

The above discussion and analysis should be read in conjunction with the Company’s financial statements included herein and the notes thereto.

32. Directors’ Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the Audited Financial Statements of your Company for the financial year ended 31^st March, 2024, the Board of Directors hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards read with the requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and

estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial

controls are adequate and were operating effectively and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

33. Disclosure on Insolvency and Bankruptcy Code, 2016:

There are no proceedings initiated / pending against your Company under the Insolvency and Bankruptcy Code, 2016.

34. Acknowledgement:

Your Directors take this opportunity to thank the employees, customers, vendors, investors of the Company and the

communities in which the Company operates, for their unstinted co-operation and valuable support extended during the

year.

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Mar 31, 2015

The Members,

Blue Chip Tex Industries Limited.

The Directors are pleased to present herewith the 30th Annual Report on the business and operations of your Company and Audited Accounts for the Financial Year ended March 31,2015 together with the Audited Statement of Accounts and Auditor's Report thereon.

The State of the Company's Affairs:

1. KEY FINANCIAL HIGHLIGHTS:

In terms of INR 2014-2015 2013-2014

Profit before depreciation 3,51,01,368 2,90,70,476

Less: depreciation 1,01,73,887 1,15,02,737

Profit before Tax 2,49,27,481 1,75,67,739

Less: Provision for taxation Current tax 54,08,817 37,60,000

Deferred tax 23,89,783 22,49,304

Fringe Benefit tax — —

Profit After Tax 1,71,28,881 1,15,58,435

Add: Taxation for earlier year — —

Total 1,71,28,881 1,15,58,435

Balance in Profit and Loss Account 2,12,97,743 1,36,61,772

Surplus available for appropriation 3,83,21,515 2,52,20,207

Transfer to General Reserve 17,20,000 11,56,000

Proposed Dividend 23,64,600 23,64,600

Tax on Proposed Dividend 4,81,377 4,01,864

Balance carried to Balance Sheet 3,37,55,538 2,12,97,743

During the year under review your Company has reported a total income of INR 1,11,89,51,367/- out of which non-operating income amounts to INR 32,98,886/-.Revenue from Operations Income registered increase by INR 40,11,76,497/-, i.e. by 56.15%, as compared to the previous year.

2. DIVIDEND:

Your Directors are pleased to recommend a final dividend of INR 1.20 per equity share for the Financial Year ended 31st March, 2015.

3. TRANSFER TO RESERVES:

The Company has proposed to transfer INR 17,20,000/- amount to the General Reserve out of amount available for appropriations.

4. THE STATE OF COMPANY'S AFFAIRS:

The highlights of State Of Company's Affairs are as under:

- The Company has installed 1 Draw Texturising Machine and 2 Air Texturised Machines during the Financial year 2014-15.

- The Company completed it expansion programme by installing 3rd Air Texturising Machine in April 2015.

- During Current Financial year Company will emphasize on achieving the maximum possible production from these Machines.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO [SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013:

Particulars required to be furnished by the Companies as per Rule 8 of Companies (Accounts) Rules, 2014, are as follows:

A. RULE 8 SUB-RULE 3 (A) PERTAINING TO CONSERVATION OF ENERGY:

(i) Energy conservation measures taken:

Appropriate measures have been initiated to conserve energy. The Company has always been conscious about the need for conservation of energy.

(ii) Additional investments and proposals, if any, being implemented for reduction of energy consumption:

The efforts for conservation of energy are on an ongoing basis throughout the year.

(iii) The impact of the above measures for reduction of energy consumption and consequent impact on the cost of production of goods:

The measures taken have resulted in savings in the cost of production.

Total energy consumption and energy consumption per unit of production:

Power and Fuel Consumption:

Electricity: Financial Year Financial Year ended 31.03.2015 ended 31.03.2014

Purchased Units (KWH) 1,02,33,39 48,85,040

Total Amount (INR) 4,53,70,176 2,06,11,115

Cost/Unit (INR) 4.43 4.22

Consumption per ton polyester Texturised Yarn Production (KWH) 862.21 760.30

B. Rule 8 Sub-Rule 3 (B) pertaining to Technology absorption

Efforts in brief made towards technology, absorption, adoption and innovation: The Company keeps itself abreast of the technical development and innovation in its line of products worldwide and tries to bring about improvements in the product for better yield, quality and cost effectiveness etc.

Continuous efforts are being made in the areas of quality improvements, waste reduction, process capability and cost minimization to specially improve the market acceptance of the product.

C. Rule 8 Sub-Rule 3 (C) pertaining to Foreign exchange earnings and Outgo-

There are NIL Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows

6. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

7. ANNUAL RETURN:

The extract of Annual Return pursuant to Section 92 of the Companies Act, 2013 read with The Companies (Management and Administration) Rules, 2014 in the prescribed Form MGT-9 is annexed as ANNEXURE 1 to this report as on 31st March, 2015.

8. FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made thereunder.

9. BOARD MEETINGS:

The Board of Directors (herein after called as "the Board") met FIVE times during the Year under review:

Date of Venue and time Directors present Meetings of the meeting

26.05.2014 Venue: 'Jasville' 1) Mr. Nand K. Khemani Opp. Liberty Cinema, 9, 2) Mr. Ashok K. Khemani Marine Lines, 3) Mr. Kumar S. Nathani Mumbai - 400020. 4) Mr. Rahul A. Khemani Time: 4:30 P.M. 5) Mr. Shahin N. Khemani

30.07.2014 Venue: 'Jasville', 1) Mr. Nand K. Khemani 2nd Floor, Opp. Liberty 2) Mr. Ashok K. Khemani Cinema, 9, Marine Lines, 3) Mr. Shahin N. Khemani Mumbai - 400020. 4) Mr. Kumar S.Nathani Time: 4:00 P.M 5) Mr. Rahul A. Khemani 6) Mr. Anilkumar Mandhana

17.10.2014 Venue: 'Jasville', 1) Mr. Nand K. Khemani 2nd Floor, Opp. Liberty 2) Mr. Ashok K. Khemani Cinema, 9, Marine Lines, 3) Mr. Kumar S. Nathani Mumbai - 400020. Time: 4:00 p.m.

07.11.2014 Venue: 'Jasville' 1) Mr. Nand K. Khemani Opp. Liberty Cinema, 9, 2) Mr. Ashok K. Khemani Marine Lines, 3) Mr. Kumar S. Nathani Mumbai - 400020. 4) Mr. Vijay Mishra Time: 4:00 p.m. 5) Mr. Rahul Khemani 6) Mr. Manmohan Anand

05.02.2015 Venue: 'Jasville' 1) Mr. Nand K. Khemani Opp. Liberty Cinema, 2) Mr. Ashok K.Khemani 9, Marine Lines 3) Mr. Kumar S. Nathan Mumbai - 400020. 4) Mr. Shahin N. Khemani Time: 4:00 p.m. 5) Mr. Rahul Khemani 6) Mr. Vijaykumar Mishra 7) Ms. Shraddha Teli

Date of Meetings Directors to whom Leave of absence was granted

26.05.2014 Leave of absence was granted to Mr. Anil Kumar Mandhana.

30.07.2014 None

17.10.2014 Leave of absence was granted to the following Directors 1) Mr.Shahin Khemani 2) Mr. Rahul Khemani 3) Mr. Manmohan Anand 4) Mr. Vijay Mishra

07.11.2014 Leave of absence was granted to Mr. Shahin Khemani.

05.02.2015 Leave of absence was granted to Mr. Manmohan Anand.

10. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Changes in Directors and Key managerial personnel are as follows:

Name of the Director/Key Particulars Date of Appointment managerial personal and resignation

Mr. Anil Kumar Mandhana Ceassation 09.09.2014

Mr. Manmohan Anand Appointed as Independent 09.09.2014 Director

Mr. Vijay Kumar Mishra Appointed as Independent 09.09.2014 Director

Ms. Shraddha Teli Appointed as Additional 07.11.2014 Independent Director

Mr. Kumar Nathani Appointed as Independent 09.09.2014 Director

11. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF THE COMPANIES ACT, 2013:

As per the provisions of Section 149(4) of the Companies Act, 2013 every listed public company shall have at least one-third of the total number of directors as independent directors.

In view of the above your Company has duly complied with the provision by appointing following Independent Directors:

Name of the Independent Date of appointment/ Date of passing of Director Reappointment special resolution (if any)

Mr. Vijay Mishra 30/07/2014 09.09.2014

Mr. Kumar Nathani 16/08/1993 09.09.2014

Mr. Manmohan Anand 30/07/2014 09.09.2014

Ms. Shraddha Teli 07/11/2014 —

All the above Independent Directors meet the criteria of 'independence' prescribed under section 149(6) and have submitted declaration to the effect that they meet with the criteria of 'independence' as required under section 149(7) of the Companies Act, 2013.

12. COMMITTEES OF THE BOARD:

I. Nomination and Remuneration Committee:

The 'Nomination and Remuneration Committee' consists of four Directors with three independent non-executive directors and one executive director with the Chairman being the Independent Director, and the said constitution is in accordance with the provisions of Section 178 of the Companies Act, 2013. The Committee acts in accordance with the Terms of Reference as approved and adopted by the Board.

The Composition of the Committee is as under:

Chairman : Mr. Kumar Nathani Members : 1. Mr. Nand Khemani

2. Mr. Vijay Mishra

3. Mr. Manmohan Anand

Nomination and Remuneration Policy

The Company's Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed as ANNEXURE 2 to the Directors' Report. Further, the Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors. The Company's Nomination and Remuneration Policy is directed towards rewarding performance based on review of achievements periodically. The Nomination and Remuneration Policy is in consonance with the existing industry practice.

II. Audit Committee:

In accordance with the provisions of Section 177 of the Companies Act, 2013 your Company has constituted an "Audit Committee" comprising of minimum three directors consisting of two non- executive Independent directors and one executive director with the Chairman being Independent director. The Audit Committee acts in accordance with the Terms of Reference specified by the Board in writing.

The Composition of the Committee is as under:

Chairman : Mr. Kumar Nathani Members : 1. Mr. Ashok Khemani 2. Mr. Vijay Mishra

The Terms of reference of the Audit Committee are broadly stated as under:

1. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

2. Review and monitor the auditor's independence and performance, and effectiveness of audit process;

3. Examination of the financial statement and the auditors' report thereon;

4. Approval or any subsequent modification of transactions of the company with related parties;

5. Scrutiny of inter-corporate loans and investments;

6. Valuation of undertakings or assets of the company, wherever it is necessary;

7. Evaluation of internal financial controls and risk management systems;

8. Monitoring the end use of funds raised through public offers and related matters.

13. THE VIGIL MECHANISM:

Your Company believes in promoting a fair, transparent, ethical and professional work environment.

The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the Listing Agreement for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Company's code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns. The same is uploaded on the website of the Company.

14. (a) QUALIFICATION GIVEN BY THE STATUTORY AUDITORS:

There are no qualifications, reservation or adverse remarks or disclaimers made by the Statutory Auditors of the Company in their report.

(b) QUALIFICATION GIVEN BY THE SECRETARIAL AUDITOR:

The Secretarial Auditor is appended as ANNEXURE 3 in their report has made the following Qualification:

The Company was required to appoint an Internal Auditor within six months of the commencement of Companies Act, 2013 i.e. within six months from 1st April, 2014. However, the Company has appointed an Internal Auditor in the Board Meeting held on 05.02.2015 and hence, has now complied with the provisions of the Act in this regard.

15. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

The Company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 and the particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 is appended as ANNEXURE 4 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is duly entered in the register.

16. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

Having regard to the industry, size and nature of business your company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose.

17. AUDITORS:

M/s Rajendra & Co., Statutory Auditors of your Company, bearing registration number 108355W retires at the ensuing Annual General Meeting and are eligible for re-appointment. The Auditors have given their consent in writing and have furnished a certificate to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 139(1) and that they meet with the criteria prescribed under section 141 of the Companies Act, 2013. Directors recommend their re-appointment in the ensuing Annual General Meeting.

18. SECRETARIAL AUDITOR

The Board has appointed M/s. Pramod S. Shah and Associates, Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed as ANNEXURE 3

19. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with provisions of section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors state the following:-

(a) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit of the Company for the year ended on that date;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation to the valued Stakeholders, bankers and clients for their support.

For and on behalf of the Board

Sd/- Sd/- Nand Khemani Ashok K. Khemani (Managing Director) (Director) DIN: 00053671 DIN: 00053623

Place : Mumbai Date : 15th May, 2015

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Mar 31, 2014

Dear members,

The Directors have the pleasure of presenting their 29th Annual Report and Audited Annual Accounts for the Financial Year ended 31st March, 2014 together with the Audited Statement of Accounts and Auditor''s Report thereon.

1. FINANCIAL RESULTS:

In terms of Rs. 2013-2014 2012-2013

Profit before depreciation 2,90,70,476 1,74,92,747

Less: depreciation 1,15,02,737 1,10,07,914

Profit before Tax 1,75,67,739 64,84,833

Less: Provision for taxation

Current tax 37,60,000 13,00,000

Deferred tax 22,49,304 19,07,970

Fringe Benefit tax - -

Profit After Tax 1,15,58,435 32,76,863

Add: Taxation for earlier year - -

Total 1,15,58,435 32,76,863

Balance in Profit and Loss Account 1,36,61,772 1,24,59,757

Surplus available for appropriation 2,52,20,207 1,57,36,620

Transfer to General Reserve 11,56,000 -

Proposed Dividend 23,64,600 17,73,450

Tax on Proposed Dividend 4,01,864 3,01,398

Balance carried to Balance Sheet 2,12,97,743 1,36,61,772

2. DIVIDEND:

The Board of Directors recommends a final dividend of Rs. 1.20 per equity share (last year: Re. 0.90 per share) of Rs. 10/- for the Financial Year ended 31st March, 2014.

3. FUTURE PROSPECTS:

Your Company has planned for investment of Rs. 6.15 crores in the Current Financial Year for installing 1 Draw Texturising Machine and 3 Air Texturising Machines which will increase production capacities by 100 MT and 110 MT per month, respectively. Towards this end, an application has been made to a Bank for necessary finance of Rs. 4.15 crore. In the month of April 2014, a Draw Texturising Machine was installed as planned and we expect commencement of production from the remaining Air Texturising Machines in the 3rd quarter of the current financial year.

4. FIXED DEPOSITS:

The Company has not accepted any deposits from the Public under the provisions of Section 58A of the Companies Act, 1956 during the Financial Year ended 31st March 2014.

5. INSURANCE:

All properties of the Company, including buildings, plant and machinery, stores and spares, stock of raw materials and finished goods, etc. have been adequately insured.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956.

a) that in the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2014 and of the profit of the Company for the said year.

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, 2014, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the Directors have prepared the Annual Accounts for the year ended 31st March, 2014 on a going concern basis.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO (Section 217(1)(e) of the Companies Act, 1956):

(A) CONSERVATION OF ENERGY

Particulars required to be furnished by the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are as follows

(i) Energy conservation measures taken:

Appropriate measures have been initiated to conserve energy. The Company has always been conscious about the need for conservation of energy.

(ii) Additional investments and proposals, if any, being implemented for reduction of energy consumption.

The efforts for conservation of energy are on an ongoing basis throughout the year.

(iii) The impact of the above measures for reduction of energy consumption and consequent impact on the cost of production of goods.

The measures taken have resulted in savings in the cost of production.

Total energy consumption and energy consumption per unit of production.

(B) TECHNOLOGY ABSORPTION

Efforts in brief made towards technology, absorption, adoption and innovation.

The Company keeps itself abreast of the technical development and innovation in its line of products worldwide and tries to bring about improvements in the product for better yield, quality and cost effectiveness etc.

Continuous efforts are being made in the areas of quality improvements, waste reduction, process capability and cost minimization to specially improve the market acceptance of the product.

8. PARTICULARS OF EMPLOYEES:

The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification no. G.S.R 289 (E) dated March 31, 2011 require the disclosure of the names and particulars of the employees who are in receipt of remuneration for the financial year under review which, in the aggregate, was not less than Rs. 60,00,000/- per annum or who were in receipt of remuneration for any part of the financial year under review, at a rate which, in the aggregate, was not less than Rs. 5,00,000/- per month. The disclosure under the said Section is not given as there are no such employees.

9. DIRECTORS:

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 2013, Mr. Shahin Khemani and Mr.Anil Kumar Mandhana will retire by rotation at the ensuing Annual General Meeting. Mr. Shahin Nand Khemani, being eligible, offers himself for re-appointment.

Mr. Anil Kumar Mandhana does not offer himself for re-appointment due to his busy schedule and will discontinue as a Director of the Company with effect from 9th September 2014. Your Directors recommend the re-appointment of Mr. Shahin Nand Khemani.

10. STATUTORY AUDITORS:

You are requested to appoint Auditors at the ensuing Annual General Meeting and fix their remuneration. The Auditors of the Company, M/s. Rajendra & Co. Chartered Accountants, retire at the ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The Company has also received a certificate from them under Section 139 of the Companies Act, 2013. As per Section 139(1) of the Companies Act, 2013, an Auditor shall hold office from the conclusion of the meeting in which appointment is made till the conclusion of the sixth annual general meeting thereafter, subject to ratification by members at every AGM. Therefore, the Auditor cannot be appointed for less than a term of five consecutive years.

In case of Audit firm, appointment can be made for a maximum of two terms of 5 consecutive years and further re-appointment can be made after a cooling period of 5 years.

The existing Statutory Auditors of the Company have already completed the term of 7 years. As per the provisions of the new Act they can be appointed for a further period of 3 years, subject to ratification by shareholders at every AGM.

11. COMPLIANCE CERTIFICATE:

As per Section 383A of the Companies Act, 1956 read with Notification No. G.S.R. 11 (E), Dated 5-1-2010 issued by the Ministry of Corporate Affairs, a Company having Paid up Share Capital of Rs. 10 Lacs or more but less than Rs. 5 Crores must obtain a Compliance Certificate from a Company Secretary in whole time practice and such Certificate must be annexed to the Report. A Compliance Certificate obtained from M/s. Pramod S. Shah & Associates - Practicing Company Secretaries is annexed as a part of the Directors'' Report.

12. COST AUDIT:

Cost Audit under Section 233B of the Companies Act, 1956 is applicable to the Company for the Financial Year 2013-14 and accordingly Mr. NKJ & Associates, Cost Accountant, Navi Mumbai, was appointed as the Cost Auditor, for the said year.

13. COMPANIES ACT, 2013:

The Companies Act, 2013 (the Act) is in force as on 1st April, 2014 (in the manner, to the extent notified by the Ministry of Corporate Affairs). The Act has replaced the Companies Act, 1956 and has brought a new set of compliances for companies. The New Legislation will facilitate greater transparency, more disclosures and enhanced corporate governance. The Company is taking necessary steps for implementation of the provisions of the Act.

14. ACKNOWLEDGMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all the shareholders, customers, suppliers, bankers, Government authorities and all other business associates and for their confidence in the management. Your Directors also wish to place on record their appreciation for the contribution made by the employees.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place: Mumbai (Nand K. Khemani) (Ashok Khemani) Date : 26th, May 2014 Managing Director Director

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Mar 31, 2013

To. The Members of Blue Chip Tex Industries Limited

The Directors have the pleasure in presenting their 28th Annual Report and Audited Annual Accounts for the Financial Year ended 31st March, 2013 together with the Audited Statement of Accounts and Auditor''s Report thereon.

1. FINANCIAL RESULTS: In terms of Rs.

2012-2013 2011-2012

Profit before depreciation 1,74,92,747 1.05,09,172

Less: depreciation 1,10,07,914 64,08,411

Profit before Tax 64,84,833 41,00,761

Less: Provision for taxation

Current tax 13,00,000 7,95,000

Deferred tax 19,07,970 11,96,080

Fringe Benefit tax

Profit After Tax 32,76,863 21,09,681

Add: Taxation for earlier year

Total 32,76,863 21,09,681

Balance in Profit and Loss Account 1,24,59,757 1,20,67,699

Surplus available for appropriation 1,57,36,620 1,41,77,380

Proposed Dividend 17,73,450 14,77,875

Tax on Proposed Dividend 3,01,398 2,39,748

Balance carried to Balance Sheet 1,36,61,772 1,24,59,757



2. DIVIDEND:

The Board of Directors recommends a final dividend of Rs. 0.90 per Equity Share (last year: Rs. 0.75 per Equity Share) of Rs. 10/- each for the Financial Year ended 31st March, 2013.

3. FUTURE PROSPECTS:

During the year, your Company had utilized full capacity of its Texturising Plants installed in the previous year, resulting in increase in overall sales volume and better realization. Your Company is now focusing on better production mix to enhance profitability. Also, income from sale of power generated from the Wind power generation units and ''other income'' by way of rent will further add to profitability.

4. FIXED DEPOSITS:

The Company has not accepted any deposits from public under tha provisions of Section 58A of the Companies Act, 1956 and rules framed there-under during the Financial Year ended 31 st March 2013 and as on 31st March, 2013, there is no outstanding liability to Uw6 depositors.

5. INSURANCE:

All properties of the Company, including buildings, plant and machinery, vehicles, stores and spares, stock of raw materials and finished goodss etc. have been adequately insured.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

a) that in the preparation of the Annual Accounts for the year ended 31 st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31 st March 2013 and of the profit of the Company for the said year.

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that they have prepared the Annual Accounts for the year ended 31st March, 2013 on a going concern basis.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO (Section 217(1)(e) of the Companies Act, 1956):

(A) CONSERVATION OF ENERGY

Particulars required to be furnished by the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are as follows:-

(i) Energy conservation measures taken:

Appropriate measures have been initiated to conserve energy. The Company has always been conscious about the need for conservation of energy.

(ii) Additional investments and proposals, if any, being implemented for reduction of energy consumption:

The efforts for conservation of energy are on an ongoing basis throughout the year.

(iii) The impact of the above measures for reduction of energy consumption and consequent impact on the cost of production of goods:

The measures taken have resulted in savings in the cost of production.

(B) TECHNOLOGY ABSORPTION

Efforts in brief made towards technology, absorption, adoption and innovation:

The Company keeps itself abreast of the technical development and innovation in its line of products worldwide and tries to bring about improvements in the product for better yield, quality and cost effectiveness etc.

Continuous efforts are being made in the areas of quality improvements, waste reduction, process capability and cost minimization to specially improve the market acceptance of the product.

8. FOREIGN EXCHANGE EARNING AND OUT GO:

Foreign Exchange Earnings Rs. NIL (Previous Year: Rs. NIL)

Foreign Exchange outgo Rs. NIL (Previous Year: Rs. NIL)

9. PARTICULARS OF EMPLOYEES:

The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification no. G.S.R 289 (E) dated March 31, 2011 require the disclosure of the names and particulars of the employees who are receipt of remuneration for the financial year under review which, in the aggregate, was not less than Rs. 60,00,000/- per annum or who was in receipt of remuneration for any part of the financial year under review, at a rate which, in the aggregate, was not less than Rs. 500,000/- per month. The disclosure under the said Section is not given as there are no such employees.

10. DIRECTORS :

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956 Mr. Kumar S. Nathani and Mr. Rahul A. Khemani will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-app:>intment. Your Directors recommend their re-appointment.

11. STATUTORY AUDITORS AND AUDITORS'' REPORT :

You are requested to appoint Auditors for the current year and fix their remuneration The Statutory Auditors of the Company, M/s. Rajendra & Co. Chartered Accountants, retire at ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The Company has also received a letter from them to the effect that their re-appointment, if made, would be within the presc; ,otd limits under Section 224(1 B) of the Companies Act, 1956. The Notes on financial statements referred to in the Auditors'' Report are self explanatory and do not call for any further comments.

12. COMPLIANCE CERTIFICATE :

As per Section 383A of the Companies Act, 1956 read with Notification No. G.S.R. 11 (E), Dated 5-1-2010 issued by the Ministry of Corporate Affairs, a Company having the paid up Share Capital of Rs. 10 Lacs or more but less than Rs. 5 Crores must obtain a Compliance Certificate from a Company Secretary in whole time practice and such Certificate must be attached to the Report. A Compliance.Certificate obtained from M/s. Pramod S. Shan & Associates - Practicing Company Secretaries is attached with the Directors'' Report.

13. COST AUDIT:

The Cost Audit under Section 233B of the Companies Act, 1956 is applicable to the Company for the Financial Year 2012-13 and accordingly M/s NKJ & Associates, Cost Accountants, were appointed as the Cost Auditor, for the said year.

14. ACKNOWLEDGEMENT :

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all the shareholders, customers, suppliers, bankers, Government authorities and all other business associates and their confidence in the management. Your Directors also wish to place on record their appreciation for the contribution made by the employees. For and on behalf of the Board of Directors,

Sd/-

Place : Mumbai Nand K. Khemani

Dated : 27th May 2013. Managing Director

---

Mar 31, 2012

To,The Members of Blue Chip Tex Industries Limited

The Directors have the pleasure in presenting their 27th Annual Report and Audited Annual Accounts for the Financial Year ended March 31, 2012.

FINANCIAL RESULTS:

In terms of Rs

2011-2012 2010-2011

Profit before depreciation 1,05,09,172 74,68,492

Less: depreciation 64,08,411 18,63,211

Profit before Tax 41,00,761 56,05,281 Less: Provision for taxation

Current tax 7,95,000 20,50,000

Deferred tax 11,96,080 (3,70,990)

Fringe Benefit tax — —

Profit After Tax 21,09,681 39,26,271

Add: Taxation for earlier year — (482)

21,09,681 39,25,789

Balance in Profit and Loss Account 1,20,67,699 98,59,533

Surplus available for appropriation 1,41,77,380 1,37,85,322

Proposed Dividend 14,77,875 14,77,875

Tax on Proposed Dividend 2,39,748 2,39,748

Balance carried to Balance Sheet1,24,59,751 1,20,67,699

DIVIDEND:

In view of the Company's profitable performance, the Directors are pleased to recommend for approval of the Members a Final Dividend of 0.75 Paise per Equity Share of Rs10/- each of the Company for the financial year 2011 - 2012.

FUTURE PROSPECTS:

During the year the Company installed four new Texturising machines and four second-hand Twisting machines, financed by a loan from Axis Bank Ltd.; and also continued with its own manufacturing activity and sale of its own texturised and twisted yarn. Also, from the Wind Power generation units, through sale of power, the Company will be able to maintain its profitability from Sales and other Income by way of Rent. Considering the market demand, the installation of additional machines will enable the Company to increase its production of Texturised and Twisted yarn and by marketing the same to its customers, the Company expects a substantial increase in its turnover and resultant profitability.

FIXED DEPOSITS:

The Company has not accepted any deposits from public under the Provisions of Section 58A of the Companies Act 1956 and rules framed there-under during the Financial Year ended 31st March 2012. As at March 31, 2012, there is no outstanding liability to fixed depositors.

INSURANCE:

All properties of the Company, including buildings, plant and machinery, stores and spares, stock of raw materials and finished goods, etc. have been adequately insured.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

a) that in the preparation of the Annual Accounts for the year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2012 and of the profit of the Company for that year.

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, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the Directors have prepared the Annual Accounts for the year ended March 31, 2012, on a going concern basis.

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

(A) CONSERVATION OF ENERGY

(i) Energy conservation measures taken:

Appropriate measures have been initiated to conserve energy. The Company has always been conscious about the need for conservation of energy.

(ii) Additional investments and proposals, if any, being implemented for reduction of energy consumption:

The efforts for conservation of energy are on an ongoing basis throughout the year.

(iii) The impact of the above measures for reduction of energy consumption and consequent impact on the cost of production of goods :

The measures taken have resulted in savings in the cost of production.

(B) TECHNOLOGY ABSORPTION

Efforts in brief made towards technology, absorption, adoption and innovation:

The Company keeps itself abreast of the technical development and innovation in its line of products worldwide and tries to bring about improvements in the product for better yield, quality and cost effectiveness etc.

Continued efforts are being made in the areas of quality improvements, waste reduction, process capability and cost minimization to specially improve the market acceptance of the product.

PERSONNEL:

The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification no. G.S.R 289 (E) dated March 31, 2011 require the disclosure of the names and particulars of the employees who are receipt of remuneration for the financial year under review which, in the aggregate, was not less than Rs 60,00,000/- or who was in receipt of remuneration for any part of the financial year under review, at a rate which, in the aggregate, was not less than Rs5,00,000/-. The disclosure under the said Section is not given as there are no such employees.

For and on behalf of the Board of Directors

Sd/-

Place: Mumbai (Nand K. Khemani)

Date: 28th, May 2012. Managing Director

---

Mar 31, 2011

The Members

Blue Chip Tex Industries Limited

The Directors have the pleasure in presenting their 26th Annual Report and Audited Annual Accounts for the Financial Year ended March 31, 2011.

FINANCIAL RESULTS :

In terms of Rs. 2010-2011 2009-2010

Profit before depreciation 74,68,492 72,21,521

Less: depreciation 18,63,211 17,80,770

Profit before Tax 56,05,281 54,40,751

Less: Provision for taxation

Current tax 20,50,000 19,67,000

Deferred tax (3,70,990) (2,67,440)

Fringe Benefit tax — —

Profit After Tax 39,26,271 37,41,191

Add: Taxation for earlier year (482) 49

39,25,789 37,41,240

Balance in Profit and Loss Account 98,59,533 78,41,625

Surplus available for appropriation 1,37,85,322 1,15,82,865

Proposed Dividend 14,77,875 14,77,875

Tax on Proposed Dividend 2,39,748 2,45,457

Balance carried to Balance Sheet 1,20,67,699 98,59,533

DIVIDEND :

In view of the Company's profitable performance, the Directors are pleased to recommend for approval of the Members a Final Dividend of 0.75 Paise per Equity Share of Rs. 10/- each of the Company for the financial year 2010 - 2011.

FUTURE PROSPECTS :

During the year the Company continued with its own manufacturing activity and its own sale of twisted yarn. Also, through sale of Power from the Wind Power generation units, the Company will be able to maintain its profitability from Sales and other Income by way of Rent. Considering the positive market demand for Texturised and Texturised Twisted Yarn, the Company is setting up a new project of additional texturising and twisting machines, for which a new building is under construction. The estimated cost of this Project is Rs. 13.5 Crores, towards which a Term Loan of Rs. 9 Crores has been sanctioned by Axis Bank. The balance requirement will be financed by the Promoters. This will further enhance the Company's turnover and resultant profitability.

FIXED DEPOSITS :

The Company has not accepted any deposits from public under the Provisions of Section 58A of the Companies Act 1956 and rules framed there-under during the Financial Year ended 31st March 2011. As at March 31, 2011, there is no outstanding liability to fixed depositors.

INSURANCE :

All properties of the Company, including buildings, plant and machinery, stores and spares, stock of raw materials and finished goods, etc. have been adequately insured.

DIRECTORS' RESPONSIBILITY STATEMENT :

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA)of the Companies Act, 1956:

a) that in the preparation of the Annual Accounts for the year ended March 31, 2011, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2011 and of the profit of the Company for that year.

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, for safeguarding the assets ' of the Company and for preventing and detecting fraud and other irregularities.

d) that the Directors have prepared the Annual Accounts for the year ended March 31, 2011, on a going concern basis.

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

(A) CONSERVATION OF ENERGY

(i) Energy conservation measures taken:

Appropriate measures have been initiated to conserve energy. The Company has always been conscious about the need for conservation of energy.

(ii) Additional investments and proposals, if any, being implemented for reduction of energy consumption:

The efforts for conservation of energy are on an ongoing basis throughout the year.

(iii) The impact of the above measures for reduction of energy consumption and consequent impact on the cost of production of goods :

The measures taken have resulted in savings in the cost of production.

Total energy consumption and energy consumption per unit of production:

a. Power and Fuel Consumption:

CURRENT YEAR PREVIOUS YEAR

1. Electricity:

(a) Purchased Units (KWH) 3,95,760 5,54,640

Total Amount (Rs.) 9,87,240 13,78,034

Cost/Unit (Rs.) 2.49 2.48

(b) Own Generation: - -

i) Through Diesel Generator Units (in Lacs)

Unit per litre of diesel Cost/Unit (Rs.)

ii) Through Steam

2. Coal / Furnace oil: - -

b. Consumption per Ton of production of Polyester 321.35 499.83

(B) TECHNOLOGY ABSORPTION

Efforts in brief made towards technology, absorption, adoption and innovation:

The Company keeps itself abreast of the technical development and innovation in its line of products worldwide and tries to bring about improvements in the product for better yield, quality and cost effectiveness etc.

Continued efforts are being made in the areas of quality improvements, waste reduction, process capability and cost minimization to specially improve the market acceptance of the product.

FOREIGN EXCHANGE EARNING AND OUT GO:

Foreign Exchange Earnings : Rs. NIL (Previous Year: Rs. Nil)

Foreign Exchange outgo : Rs. NIL (Previous Year: Rs. Nil)

PERSONNEL:

The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification no. G.S.R 289 (E) dated March 31, 2011 require the disclosure of the names and particulars of the employees who are receipt of remuneration for the financial year under review which, in the aggregate, was not less than Rs. 60,00,000/- or who was in receipt of remuneration for any part of the financial year under review, at a rate which, in the aggregate, was not less than Rs. 500,000/-. The disclosure under the said Section is not given as there are no such employees.

Shareholders holding Shares in electronic mode should address their correspondence to their respective Depository Participants.

13. The Company has adopted the following non-mandatory requirement on Corporate Governance recommended under Clause 49 of the listing agreement.;

i) Chairman's office with required facilities is being provided and maintained at the Company's expenses for use by its Non-Executive Director.

ii) Financial performance of the Company is well published in newspapers. Individual communication of half yearly results is not sent to the Shareholders.

iii) The Company has passed resolution requiring approval of the Shareholders by postal ballot.

DIRECTORS :

Mr. Anil Kumar G. Mandhana retires by rotation and being eligible, offers himself for re-appointment.

AUDITORS AND AUDITORS' REPORT:

M/s Rajendra & Co., Chartered Accountants, Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s Rajendra & Company, that their re-appointment, if made, would be within the prescribed limits under Sec. 224(1B) of the Companies Act, 1956. The Shareholders are requested to re-appoint Auditors for the Current Year, to hold office till the next Annual General Meeting at such remuneration to be fixed by the Board, in consultation with the Auditors.

COMPLIANCE CERTIFICATE:

Pursuant to Section 383-A, as amended, of the Companies Act, 1956, Compliance Certificate is attached to this report.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the assistance, support and co-operation extended by the Administration of Dadra and Nagar Haveli, the Company's Bankers and the dedicated services rendered by the staff, for the successful working of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- (Nand K. Khemani) MANAGING DIRECTOR

Mumbai Dated : 27th May 2011

---

Mar 31, 2010

The Directors have pleasure in presenting their 25th Annual Report and Audited Annual Accounts for the Financial Year ended March 31, 2010.

FINANCIAL RESULTS :

(Rupees in Lacs)

2009 - 2010 2008 - 2009

Profit before depreciation 72.21 59.47

Less: Depreciation 17.81 17.22

Profit before Tax 54.40 42.25

Less : Provision for taxation

Current tax 19.67 4.00

Deferred Tax (2.67) 0.57

Fringe Benefit Tax - 0.03

Profit after Tax 37.41 37.65

Add : Taxation for earlier year 0 0.39

37.41 38.04

Balance in Profit & Loss Account 78.42 57.66

Surplus available for Appropriation 115.83 95.71

Proposed Dividend 14.78 14.78

Tax on proposed Dividend 2.45 2.51

Balance carried to Balance Sheet 98.60 78.42

DIVIDEND :

In view of the Companys profitable performance, the Directors are pleased to recommend for approval of the Members a Final Dividend of 0.75 Paise per Equity Share of Rs. 10/- each of the Company for the Financial Year 2009 - 2010.

FUTURE PROSPECTS:

During the year the Company also continued with its own manufacturing activity and its own sale of twisted yarn. Also, from the Wind Power generation units, through sale of power, the Company will be able to maintain its profitability from Sales and Other Income by way of Rent. Considering the market demand, by marketing Twisted Yarn to its customers, the Company expects to increase its turnover and resultant profitability.

FIXED DEPOSITS :

The Company has not accepted any deposits within the meaning of Section 58-A of the Companies Act, 1956 or rules made thereunder.

INSURANCE :

All properties of the Company, including Buildings, Plant and Machinery, Stores and Spares, stock of Raw Materials and Finished Goods, etc. have been adequately insured.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

a) that in the preparation of the Annual Accounts for the year ended March 31, 2010, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended March 31, 2010 and of the profit of the Company for that year.

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, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the Directors have prepared the Annual Accounts for the year ended March 31, 2010, on a going concern basis.

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

A. CONSERVATION OF ENERGY

i) Energy conservation measures taken:

Appropriate measures have been initiated to conserve energy. The Company has always been conscious about the need for conservation of energy.

ii) Additional investments and proposals, if any, being implemented for reduction of energy consumption:

The efforts for conservation of energy are on an ongoing basis throughout the year.

iii) The impact of the measures above for reduction of energy consumption and consequent impact on the cost of production of goods:

The measures taken have resulted in savings in the cost of production.

Total energy consumption and energy consumption per unit of production :

a. Power and Fuel Consumption:

CURRENT YEAR PREVIOUS YEAR

1. Electricity :

(a) Purchased Units (KWH ) 554640 545056

Total Amount (Rs.) 1378034 13554581

Cost /Unit (Rs.) 2.48 2.49

(b) Own Generation

i) Through Diesel Generator

Units (in Lacs) Nil Nil

Unit per litre of diesel Nil Nil

Cost/Unit Rs. Nil Nil

ii) Through Steam Nil Nil

2. Coal / Furnace oil: Nil Nil

b. Consumption per Ton of production of Polyester

B. TECHNOLOGY ABSORPTION

Efforts in brief made towards technology, absorption, adoption and innovation:

The Company keeps itself abreast of technical developments and Innovations in its line of products worldwide and tries to bring about improvements in the product for better yield, quality and cost effectiveness, etc.

Continued efforts are being made in the areas of quality improvements, waste reduction, process capability and cost minimization to specially improve the market acceptance of the product.

FOREIGN EXCHANGE EARNING AND OUT GO:

Foreign Exchange Earnings: Rs. NIL (Previous Year: Rs. Nil)

Foreign Exchange outgo : Rs. 3,242. (Previous Year: Rs. Nil)

PERSONNEL :

There are no employees who are covered under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS :

Mr. Kumar Nathani retires by rotation and being eligible, offers himself for re-appointment.

AUDITORS AND AUDITORS REPORT :

M/s Rajendra & Co., Chartered Accountants, Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s Rajendra & Company, that their re-appointment, if made, would be within the prescribed limits under Sec. 224(16) of the Companies Act, 1956. The Shareholders are requested to re-appoint Auditors for the Current Year, to hold office till the next Annual General Meeting at such remuneration to be fixed by the Board, in consultation with the Auditors.

COMPLIANCE CERTIFICATE :

Pursuant to Section 383-A, as amended, of the Companies Act, 1956, Compliance Certificate is attached to this report.

ACKNOWLEDGEMENT :

Your Directors place on record their appreciation of the assistance, support and co-operation extended by the Administration of Dadra and Nagar Haveli, the Companys Bankers and the dedicated services rendered by the staff, for the successful working of the Company.



FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Mumbai (Nand K.Khemani) Dated:18 th May,2010 MANAGING DIRECTOR.