Directors Report of BSL Ltd.

Mar 31, 2025

Your Directors are pleased to present the 54^th Annual Report together
with the Audited Standalone Financial Statements of the Company for
the financial year ended on 31^st March, 2025.

1. Financial Summary

Key highlights of the financial results of your Company prepared
as per the Indian Accounting Standards ("Ind-AS") for the financial
year ended 31^st March, 2025 are as under:

Particulars	For the year ended
	31.03.2025		31.03.2024
Turnover - a) Domestic	281.50		288.10
- b) Exports	385.56	667.06	378.35	666.45
Profit before Interest, Depreciation and Tax		60.31		65.96
Less : Financial Expenses		31.81		32.77
Profit before Depreciation and Tax		28.50		33.19
Less : Depreciation & Amortisation		17.78		18.26
Profit before Tax		10.72		14.93
Taxation - Current Tax		-		-
- Deferred Tax		2.56		3.70
Profit after Tax		8.16		11.23

2. Operational Overview

The division wise performance is as under:

Particulars	For the year ended
	31.03.2025		31.03.2024
	Qty.	Value	Qty.	Value
a) Fabrics (Lakh Mtrs.)
- Domestic	90.61	142.14	86.11	135.73
- Exports	92.15	181.84	100.85	202.10
Total	182.76	323.98	186.96	337.83
b) Yarn ( MT)
- Domestic	2943	120.33	3943	131.56
- Exports	7610	194.47	6625	166.46
Total	10553	314.80	10568	298.02
c) Readymade Garments (No. of Pcs.)
- Domestic	1052	0.21	1281	0.18
d) Power
Generation (Lakh Units)	0.53	0.02	27.05	1.06
e) Job Work		18.79		19.58
f) Export Incentives		9.26		9.78
Grand Total		667.06		666.45

During the fiscal year, your company was confronted by high
inflationary trends impacting nearly all costs including cotton,
packaging, fuel, and logistics and overall operation but due to
prudence of your Directors, strong budgets and control measures
and optimum use of inventory, the Company has managed to
partially offset the challenge.

As the result of all these measures, your Company recorded a
turnover of '' 667.06 Crore as against a turnover of '' 666.45 Crore
of previous year.

The Company has achieved profitability of '' 8.16 crores as against
'' 11.23 crores in the previous financial year.

3. Modernization and Expansion

capacity increase - Your Directors take pleasure in informing the
members that during the Financial year 2024-25, your Company
has undertaken modernization of its Process house by installing
PNG gas based wider width Stenter having capacity of 15 lac
meters P.A. and biological based ETP RO & MEE at its existing
location i.e., Mandpam, Bhilwara, Rajasthan. It improves the
overall efficiency of production and better utilization of installed
capacity resulting to higher profitability.

Sustainability - Your company is also under process of installation
of 2 MWp Solar Power Project at its existing location. The above
combined cost of Project is '' 25.00 crores to be financed by
internal accruals and Term Loan.

4. Exports

The Company''s Export turnover during the year was '' 385.56
Crores as against previous year '' 378.35 Crores.

5. Outlook for Company''s Activities

The outlook of Company''s activities looks bright as it continues
to focus on value addition, improved efficiency, modernization
and integrated operations. In Exports, the company is exploring
new markets in Africa, Australia, Europe, USA, Canada, South
Korea, Taiwan, Bangladesh, Brazil and other Latin American
countries and increasing the volumes in existing markets. In
Domestic Marketing, the Company is focusing on Furnishing/
RMG/Institutional segments apart from introducing new ranges.

6. Dividend

Your Directors recommend a dividend @ 8% i.e. '' 0.80 per
Equity Share of '' 10/- each for the year ended on 31^st March,
2025. This will absorb an amount of '' 82.33 Lakhs. A proposal
for confirmation of the dividend for the year ended 31 ^st March,
2025 shall be placed before the shareholders at the ensuing
Annual General Meeting (AGM). The dividend, if approved by
the Shareholders in the AGM will be subject to deduction of tax
at source ("TDS") at applicable rates.

7. Credit Ratings

During the period under review, India Ratings and Research
(Rating Agency) has issued the rating vide its letter dated 09^th May,
2024 is as follows:

india Ratings & Research

s. No.	instrument Type	Rating/Outlook
1.	Term loan	IND BBB-/Stable
2.	Fund-based working capital facilities	IND BBB-/ Stable/IND A3
3.	Non-fund-based working capital facilities	IND A3

8. Contribution to Exchequer

Your Company has contributed an amount of '' 26.27 Crores as
against previous year '' 28.78 Crores in terms of Taxes & Duties to
the Exchequer.

9. Management Discussion and Analysis Report

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

10. Green Movement and sustainability

The Company has been committed to Green operations for
Decades.

Green Generation Data

Particulars		2024-25	2023-24
A)	total Unit consumption (Kwh in Lakhs)	644.34	629.96
B)	green generation
	solar Plant Lakhs Kwh	86.70	64.32
	solar plant capacity	5.91 MW	4.21 MW
c)	cO- generation from turbine Boiler	7.08	6.99
	total generation (solar turbine)	93.78	71.31
D)	total green generation % age	14.55%	11.37%

Zero Liquidation Discharge: The Company has been operating at
Zero Liquidation Discharge since 2015. The Company has also
obtained Zero Discharge for Hazardous Chemicals programme
(ZDHC) certificate.

Vegan Certificate: The Company is one of the few Textile
Companies having Vegan Certificate from Switzerland.

Recycled Raw Materials: The Company is continuously focusing
on using Recycled Polyester staple fiber as a part of Global
sustainability movement. In the year 2024-25, the Company''s
63% of Fiber consumption was of Recycled Fibers and 1.15% of
Fiber consumption was of Recycled Cotton.

Agro-Fuel: The Process House Division of the Company has
changed over to the Agro- Fuel from Fossil Fuels resulting saving
of 34603.35 MT of CO2 emissions.

Thus, the Company is transforming in to a Green Company due
to:

a) Zero liquid discharge.

b) Zero discharge for Hazardous Chemicals.

c) 100% Agro- Fuel is being used and Zero Fossil fuel is being
used.

d) More than 14% of energy by renewal sources.

e) More than 60% use of Recycled Fibers.

11. Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the
Companies Act, 2013 a Copy of the Annual Return is available on
the website of the company at the web-link as: https://www.bslltd.
com/investors

12. statutory Auditors

M/s SSMS & Associates, Chartered Accountants (FRN: 019351C)
were appointed as Statutory Auditors of your Company at the
AGM held on September 28, 2022 for a second term of five
consecutive years from conclusion of 51^st AGM till the conclusion
of the 56^th AGM to be held in calendar year 2027. Further, M/s
SSMS & Associates have confirmed their independence and
eligibility under the provisions of the Companies Act, 2013 and
Listing Regulations.

The report of the Statutory Auditors along with notes to Schedules
is enclosed to this Report. The observations made in the Auditors''
Report are self-explanatory and therefore do not call for any
further comments.

13. secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and Regulation 24A of
the SEBI (LODR) Regulations, 2015, the Board of Directors had
appointed M/s V. M. & Associates, Company secretaries, Jaipur,
(FRN: P1984RJ039200) to undertake the Secretarial Audit of the
Company for the financial year 2024-25. The Secretarial Audit
Report for financial year 2024-25 in Form MR -3 is enclosed
herewith as Annexure i. There are no reservations, qualifications,
adverse remark or disclaimer contained in the Secretarial Audit
Report.

Further, in terms of the SEBI (LODR) (Third Amendment)
Regulation, 2024, the Board upon the recommendation of
Audit Committee has recommended appointment of M/s V. M.
& Associates, Company Secretaries as the Secretarial Auditors
of the Company for a term of five consecutive financial years
commencing from the financial year 2025-26 till the financial
year 2029-30. The appointment will be subject to shareholder''s
approval at the ensuing AGM and therefore is included in the
notice convening the ensuing AGM.

Further, M/s V. M. & Associates have confirmed their independence
and eligibility under the provisions of the Companies Act, 2013
and Listing Regulations.

14. internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 read with The
Companies (Accounts) Rules, 2014, the Company has appointed

M/s A.L. Chechani & Co., Chartered Accountants (FRN: 05341C)
as the Internal Auditors of the Company for the financial year
2024-25. Further, based on recommendation of Audit Committee,
the Board has approved the re-appointment of M/s A.L. Chechani
& Co., Chartered Accountants as the Internal Auditors of the
Company to carry out Internal Audit for the financial year 2025-26.
They have confirmed their eligibility for the said re-appointment.
The role of internal auditors includes but not limited to review
of internal audit observations and monitoring of implementation
of corrective actions required, reviewing of various policies and
ensure its proper implementation, reviewing of SOPs and their
amendments, if any.

15. Maintenance of Cost Records

The Company has maintained required cost accounts and
records as prescribed under sub-section (1) of section 148 of the
Companies Act, 2013.

16. Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with
Rule 6(2) of the Companies (Cost Records and Audit) Rules, 2014
as amended from time to time, your Company has been carrying
out audit of cost records relating to Textile Divisions every year.

The Board of Directors, on the recommendation of Audit
Committee, has appointed M/s N.D. Birla & Co., Cost Accountants,
(FRN: 000028) as Cost Auditor to audit the cost accounts of the
Company for the financial year 2025-26. As required under the
Companies Act, 2013, a resolution seeking member''s approval
for ratification of the remuneration payable to the Cost Auditor
forms part of the Notice convening the AGM.

17. Reporting of frauds by auditors

During the year under review, the Statutory Auditors, Secretarial
Auditors, Internal Auditors and Cost Auditors have not reported
to the audit committee, under Section 143 (12) of the Companies
Act, 2013, any instances of fraud committed against the Company
by its officers or employees, the details of which would need to
be mentioned in the Board''s report.

18. conservation of Energy, Technology Absorption and Foreign
Exchange earnings and Outgo

The information on conservation of energy, technology absorption
and foreign exchange earnings and outgo stipulated under Section
134(3) (m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, is enclosed herewith as per
Annexure ii.

19. Particulars of Loans given, Guarantees given, investments made
and securities provided

During the year under review, the Company has not given any
Loans, Guarantees, Investments and Securities covered under the
provisions of section 186 of the Companies Act, 2013.

20. contracts and Arrangements with Related Parties

All related party transactions that were entered into during the
financial year were on an arm''s length basis and were in the

ordinary course of business. There are no materially significant
related party transactions made by the Company with promoters,
directors, key managerial personnel or other designated persons
which may have a potential conflict with the interest of the
Company at large. All Related Party Transactions are placed
before the Audit Committee as also the Board for approval.

The policy on Related Party Transactions as approved by the Board
is uploaded on the Company''s website at the web link as: https://
static1 .squarespace.com/static/6206a24e38ca4200c0141c78/t/
682ec9a20966f4092ce4184d/1747896741566/BSL Related
Party Transaction Policy.pdf

Particulars of Related Parties contracts or arrangements u/s section
188 of the Companies Act, 2013 are given in Form AOC-2 and
enclosed herewith as per Annexure iii.

21. internal financial controls

The Internal Financial Controls with reference to financial
statements as designed and implemented by the Company are
adequate. During the year under review, no material or serious
observations has been received from the Statutory Auditors and
the Internal Auditors of the Company on the inefficiency or
inadequacy of such controls.

22. internal control systems

The Company has adequate Internal Control Systems,
commensurate with the size, scale and complexity of its operations.
The Audit committee quarterly reviews the Executive summary
on the internal audit findings along with the recommendations
and management comments. Further, the Action Taken Report/
Compliances as discussed in the previous meeting is placed in
the next meeting along with the detailed report. The Internal
Auditors also ensure proper compliance of all policies and
Standard Operating Procedures (SOPs) adopted by the Company.
Based on the report of Internal Auditors, management undertakes
corrective action in their respective areas and thereby strengthens
the controls.

23. Vigil Mechanism/ Whistle Blower Policy

The Company has a vigil Mechanism named Whistle Blower
policy to deal with instance of fraud and mismanagement, if
any. The Details of the Whistle Blower Policy is explained in the
Corporate Governance Report and also posted on the Company''s
website at the web link as: https://static1.squarespace.com/
static/6206a24e38ca4200c0141c78/t/63f0bb3f5deaf66a981baab
9/1676720960354/6. Whistle-Blower-Policy.pdf

None of the personnel of the Company have been denied access
to the Audit Committee. During the year, the Company has not
received any Whistle Blower Complaints.

24. Nomination & Remuneration Policy

The Nomination and Remuneration Committee recommended
the ''Nomination and Remuneration Policy'' of the Company
which was duly approved by the Board. The Policy reflects on
certain guiding principles of the Company such as the level and
composition of remuneration is reasonable and sufficient to

attract, retain and motivate employees of the quality required
to run the Company successfully, Relationship of remuneration
to performance is clear and meets appropriate performance
benchmarks and Remuneration to Directors, Key Managerial
Personnel and Senior Management involves a pay reflecting
short and long term performance objectives appropriate to the
working of the Company and its goals. It also lay down the criteria
for performance evaluation of Independent Directors and other
Directors, Board of Directors and Committees of the Board of
Directors. The same has been posted on company''s Website
and can be accessed via Link https://static1.squarespace.com/
static/6206a24e38ca4200c0141c78/t/6304b69d7926221eaad
d3 76d/1 6612532 78802/BSL-Nomination-and-Remuneration-
Policy.pdf

During the year, there is no change in the Nomination &
Remuneration Policy.

25. Corporate Social Responsibility

During the Financial Year 2024-25, the amount required to be
spent by the Company under its CSR obligations was less than '' 50
Lakhs, hence, as per the provisions of Sec. 135 of the Companies
Act, 2013, the Company is not required to constitute CSR
committee and the functions of such committee are discharged by
the Board of Directors of the Company.

During the current year, the company has incurred expenditure of
'' 35.69 lakhs on CSR activities.

Details about the CSR policy and initiatives taken by the Company
on CSR during the year are available on the Company''s website at
the web link as: https://www.bslltd.com/

The Annual Report on our CSR activities is enclosed herewith as
per Annexure IV.

26. committees

The Company has constituted Audit Committee, Nomination &
Remuneration Committee, Stakeholders Relationship Committee
and Share Transfer Committee. The details of the committees
have been given in the Corporate Governance Report which is
integral part of the Board''s Report. All the recommendation of the
Audit Committee was accepted by the Board. No employee was
denied access to the Audit Committee.

27. Meetings

During the year, 4 (Four) Board meetings were held, the dates
being 20^th May, 2024, 05^th August, 2024, 14^th November, 2024,
and 13^th February, 2025. The intervening gap between the
meetings was within the period prescribed under the Companies
Act, 2013, Secretarial Standards-1 issued by Institute of Company
Secretaries of India (ICSI) on Meeting of the Board of Directors
and SEBI (LODR) Regulations, 2015.

28. Directors & Key Managerial Personnel

1. change in directors

a. Shri Shekhar Agarwal, (DIN: 00066113) and Shri Praveen
Kumar Jain (DIN: 09196198) Directors will retire by
rotation at the ensuing Annual General Meeting (AGM)

and being eligible, offers themselves for re-appointment.
The Board recommends their re-appointment.

b. Shri Arun Kumar Churiwal, (DIN: 00001718) and Shri
Ravi Jhunjhunwala (DIN: 00060972) Directors retired
by rotation and re-appointed at previous AGM held on
06^th August, 2024.

c. Shri Arun Kumar Churiwal (DIN: 00001718) was
re-appointed as Whole time Director designated as
Chairman of the Company for 3 years with effect from
1^st September, 2024 at previous AGM held on
06^th August, 2024.

d. Shri Nivedan Churiwal (DIN: 00001749) was re¬
appointed as Managing Director of the Company for 3
years with effect from 26^th July, 2024 at previous AGM
held on 06^th August, 2024.

e. Shri Praveen Kumar Jain (DIN: 09196198) was re¬
appointed as Whole time Director designated as
Director (Operations) of the Company for 3 years with
effect from 7^th June, 2024 at previous AGM held on
06^th August, 2024.

f. Shri Jagdish Chandra Laddha (DIN: 00118527) was
re-appointed as Independent Director of the Company
for a Second and final term of 5 years with effect from
10^th February, 2025 in previous AGM held on 06^th
August, 2024 after taking into consideration the skills,
expertise and competencies required for the Board in
the context of the business of the Company.

Key Managerial Personnel

During the Financial Year 2024-25, there was no change in
the Key Managerial Personnel of the Company.

2. statement on declaration given by independent directors

All Independent Directors have given declarations that they
meet the criteria of Independence as laid down under Section
149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of
SEBI (LODR) Regulations, 2015 and affirmed the compliance
of Code of Independent Directors as laid down in Schedule
IV of the Companies Act, 2013. Further, the Independent
Directors have confirmed that they are Independent of the
Management and have registered themselves on Independent
Director''s Databank and have passed/ exempted from The
Indian Institute of Corporate Affairs (IICA) Exams.

3. Annual Evaluation of Board

In compliance with the Companies Act, 2013 and sEBI
(LODR) Regulations, 2015 and Guidance Note on Board
Evaluation issued by SEBI, during the financial year
under review, your Board of Directors, Nomination and
Remuneration Committee and Independent Directors in
their separate Meeting, carried out annual evaluation of
performance of Board as well as Board Committees and also
of the individual Directors in the manner as enumerated in
the Nomination and Remuneration Policy of the Company

viz. Leadership & stewardship abilities, Assess policies,
structures & procedures, Regular monitoring of corporate
results against projections, Contributing to clearly define
corporate objectives & plans, Obtain adequate, relevant &
timely information, Review achievement of strategic and
operational plans, objectives, budgets, Identify, monitor
& mitigate significant corporate risks, Directly monitor &
evaluate KMPs, senior officials, Review management''s
Succession Plan, Effective meetings, Clearly defining role &
monitoring activities of Committees and Review of ethical
conduct etc.

Your Directors feel pleasure in informing the members that
the performance of the Board as a whole and its members
individually was adjudged satisfactory. More detail on the
same is given in the Corporate Governance Report.

29. Corporate Governance

The Company is committed to maintain the highest standards of
corporate governance and adhere to the corporate governance
requirements set out by the SEBI. The Report on Corporate
Governance along with the Certificate of Statutory Auditors
M/s. SSMS & Associates, Chartered Accountants, confirming
compliance to conditions of Corporate Governance as stipulated
under Regulation 34(3) of the SEBI (LODR) Regulations, 2015,
form part of the Annual Report.

30. Particulars of employees and related disclosures

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are provided as per
Annexure V.

Disclosures required in terms of the provisions of Section 197(12)
of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are provided as per Annexure Vi.

31. Transfer of Unpaid and Unclaimed Amounts to investor
education and Protection Fund

Pursuant to the provisions of Section 125 of the Companies
Act, 2013, the declared dividend for the financial year 2016-17,
which remained unpaid or unclaimed for a period of seven years,
have been transferred by the Company on 03/12/2024 to the
IEPF established by the Central Government pursuant to Section
125 of the said Act. As on 31^st March, 2025, the Company has
transferred '' 3018139.25/- to Investor Education and Protection
Fund. During the year, Dividend amount of '' 214.60 claimed
back from IEPF Authority.

Pursuant to the provisions of Section 125 of the Companies Act,
2013, the declared dividend for the financial year 2017-18, which
remained unpaid or unclaimed for a period of seven years, will
be transferred by the Company to the IEPF established by the
Central Government pursuant to Section 125 of the said Act. The
company has uploaded the full details of Unpaid Dividend on its
website at https://www.bslltd.com/investors.

32. transfer of Unpaid shares to investor education and Protection
Fund

The Company, in pursuance to the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 ("IEPF Rules 2016"), had transferred all
shares in respect of which dividend has not been paid or claimed
by the shareholders for seven consecutive years or more in the
name of designated demat account of the IEPF Authority. A notice
had been sent to all concerned shareholders at their registered
address. The Company had also published such notice in English
Newspaper i.e. ''Business Standard'' and in Hindi Newspaper i.e.
''Dainik Navjyoti'' informing the concerned shareholders about
the same. The company has uploaded the full details of such
shareholders and shares transferred to IEPF account on its website
at www.bslltd.com.

As on 31^st March, 2025, the Company has transferred 255720 no.
of shares to IEPF Demat Account which accounts 2.48% of total
shareholding of the company. During the year, 58 Shares claimed
back from IEPF Authority.

The Company, in pursuance to the IEPF Rules, 2016, will transfer
all shares in respect of which dividend has not been paid or
claimed by the shareholders for seven consecutive years or more
in the name of designated demat account of the IEPF Authority.
A notice to all concerned shareholders in this regard will be sent
at their registered address. The Company will also publish such
notice in English Newspaper and Hindi Newspaper to inform the
concerned shareholders about the same and will also publish the
same on the website of the Company at www.bslltd.com.

33. secretarial standards

The Company has followed the applicable Secretarial Standards,
i.e. SS-1, relating to ''Meetings of the Board of Directors'' and SS-2,
relating to ''General Meetings''.

34. Other disclosures Under companies Act, 2013

• The Company has not invited/ accepted any deposits from the
public during the year ended March 31, 2025. There were no
unclaimed or unpaid deposits as on March 31, 2025.

• The Company has availed unsecured borrowings from
Promoters.

• There is no change in the nature of business during the
financial year 2024-25.

• The Board of Directors of your Company has proposed not
to transfer any amount to the Reserves for the year under
review.

• There have been no material changes and commitments, if
any, affecting the financial position of the Company which
have occurred between the end of the financial year of the
Company to which the financial statements relate and the
date of the report.

• During the year under review, there has been no such
significant and material order passed by the regulators or

courts or tribunals impacting the going concern status and
Company''s operations in future.

• Details about Risk Management have been given in the
Management Discussions & Analysis.

• The Company does not have any subsidiary, joint venture &
associate company.

• During the year, the Company has not received any complaint
under the Sexual Harassment of Woman at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. More
detail on the same is given in the Corporate Governance
Report.

• There is no change in capital structure of the Company.

• No application has been made under the Insolvency and
Bankruptcy Code; hence the requirement to disclose the
details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the year along with their status as at the end of the
financial year is not applicable.

Any other disclosure under the Companies Act, 2013 and the
rules notified thereunder or the Listing regulations are either NIL
or NOT APPLICABLE.

35. Directors'' Responsibility Statement

To the best of our knowledge and belief and according to the
information and explanations obtained, we make the following
statements in terms of section 134(3) (c) of the Companies Act,
2013:

a. that in the preparation of the annual financial statements for
the year ended 31^st March, 2025 the applicable accounting
standards have been followed along with proper explanation
relating to material departures, if any;

b. that such accounting policies as mentioned in Note 1 of the
notes to the Financial Statements have been selected and
applied consistently and judgment and estimates have been
made 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, 2025 and of the profit of the Company for the year
ended on that date;

c. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a
going concern basis;

e. that the internal financial controls were in place and that the
internal financial controls were adequate and were operating
effectively; and

f. that the system to ensure compliance with the provisions of
all applicable laws were in place and were adequate and
operating effectively.

36. Acknowledgements

Your Directors place on record their deep appreciation to
employees at all levels for their hard work, dedication and
commitment. We would like to thank all our clients, customers,
vendors, dealers, bankers, investors, other business associates,
Central and State Government for their continued support and
encouragement during the year and their confidence towards the
management.

For and on behalf of the Board of Directors

For BsL Ltd

ARUN KUMAR cHURIWAL

Place : Kolkata (W.B.) cHAIRMAN

Date : 22^nd May, 2025 DiN: 00001718

Regd. Office:

Post Box No. 16-17,

Mandpam,

Bhilwara-311001 (Rajasthan)

---

Mar 31, 2024

Your Directors is pleased to present the 53^rd Annual Report together with the Audited Standalone Financial Statements of the Company for the financial year ended on 31^st March 2024.

1. Financial Summary

Key highlights of the financial results of your Company prepared as per the Indian Accounting Standards ("Ind-AS") for the financial year ended March 31, 2024 are as under:

('' in Crore)

Particulars	for the year ended
	31.03.2024		31.03.2023
Turnover - a) Domestic	288.10		231.51
- b) Exports	378.35	666.45	240.23	471.74
Profit before Interest, Depreciation and Tax		65.96		54.39
Less : Financial Expenses		32.77		18.82
Profit before Depreciation and Tax		33.19		35.57
Less : Depreciation &Amortisation		18.26		10.86
Profit before Tax & Exceptional Item		14.93		24.71
Less : Exceptional Item		-		2.15
Profit before Tax		14.93		22.56
Taxation - Current Tax		-		4.27
- Deferred Tax		3.70		1.38
Profit after Tax		11.23		16.91

2. Operational Overview

The division wise performance is as under:

('' in Crore)

Particulars	for the year ended
	31.03.2024		31.03.2023
	Qty.	Value	Qty.	Value
a) fabrics (Lakh Mtrs.)
- Domestic	86.11	135.73	87.54	150.82
- Exports	100.85	202.10	95.39	202.65
Total	186.96	337.83	182.93	353.47
b) Yarn ( MT)
- Domestic	3943	131.56	1856	62.07
- Exports	6625	166.46	1034	35.50
total	10568	298.02	2890	97.57
c) Readymade Garments (No. of Pcs.)
- Domestic	1281	0.18	12911	0.48
total	1281	0.18	12911	0.48
d) Power
Generation (Lakh Units)	27.05	1.06	25.35	0.99
e) Job Work		19.58		17.14
f) export Incentives		9.78		2.09
grand total		666.45		471.74

During the fiscal year, your company was confronted by high inflationary trends impacting nearly all costs including cotton, packaging, fuel, and logistics and overall operation but due to prudence of your Directors, strong budgets and control measures and optimum use of inventory, the Company has managed to partially offset the challenge.

As the result of all these measures, your Company recorded a turnover of '' 666.45 Crore as against a turnover of '' 471.74 Crore of previous year.

The Company has achieved profitability of '' 11.23 crores as against ''16.91 crores in the previous financial year.

3. Modernization and Expansion

Your Directors take pleasure in informing the members that during the year under review, your Company had installed 2 MW Roof top Solar Power Plant for '' 6.85 Crores under modernization programme. It improves the overall efficiency of production and better utilization of installed capacity resulting to higher profitability.

Your Directors are hopeful that the above modernization, expansion and diversification programme will lead to significant growth in the turnover and profitability of the Company.

4. exports

The Company''s Export turnover during the year was '' 378.35 Crores as against previous year '' 240.23 Crores, resulting in increase by 57%.

5. Outlook for company''s Activities

The outlook of Company''s activities looks bright as it continues to focus on value addition, improved efficiency, modernization and integrated operations. In Exports, the company is exploring new markets in Africa, Australia, Europe, USA, Canada, South Korea, Taiwan, Bangladesh, Brazil and other Latin American countries and increasing the volumes in existing markets. In Domestic Marketing, the Company is focusing on Furnishing/ RMG/Institutional segments apart from introducing new ranges.

6. Dividend

Your Directors recommend a dividend @ 10 % i.e. '' 1.00 per Equity Share of '' 10/- each for the year ended on 31^st March, 2024. This will absorb an amount of '' 102.92 Lakhs. A proposal for confirmation of the dividend for the year ended 31 ^st March, 2024 shall be placed before the shareholders at the ensuing Annual General Meeting. The dividend, if approved by the Shareholders in the Annual General Meeting (AGM) will be subject to deduction of tax at source ("TDS") at applicable rates.

7. credit Ratings

During the period under review, India Ratings and Research (Rating Agency) has revised the ratings with changes in outlook as follows:

india Ratings & Research

s. No.	instrument Type	Rating/Outlook
1.	Term loan	IND BBB-/Stable
2.	Fund-based working capital facilities	IND BBB-/Stable/IND A3
3.	Non-fund-based facilities	IND A3

8. Contribution to Exchequer

Your Company has contributed an amount of ''28.78 Crores as against previous year '' 28.31 Crores in terms of Taxes & Duties to

the Exchequer.

9. Management Discussion and Analysis Report

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

10. Green Movement and sustainability

The Company has been committed to Green operations for Decades.

green generation data for the Year 2023-24

A)	total Unit consumption for 2023-24	619.98 Lakhs Kwh
B)	green generation
	solar Plant (4.21 MW)	64.32 Lakhs kwh
	total generation ( solar )	64.32 Lakhs kwh
c)	total green generation % age	10.37%

Zero Liquidation discharge: The Company has been operating at Zero Liquidation Discharge since 2015. The Company has also obtained Zero Discharge for Hazardous Chemicals programme (ZDHC) certificate.

Vegan Certificate: The Company is one of the few Textile Companies having Vegan Certificate from Switzerland.

Recycled Raw Materials: The Company is continuously focusing on using Recycled Polyester staple fiber as a part of Global sustainability movement. In the year 2023- 24, the Company''s 69% of Fiber consumption was of Recycled Fibers and 56% of Fiber consumption was of Recycled Cotton.

Thus, the Company is transforming in to a Green Company due to:

Agro-Fuel: The Process House Division of the Company has changed over to the Agro- Fuel from Fossil Fuels resulting saving of 20000.77 MT of CO2 emissions.

Thus, the Company is transforming in to a Green Company due to:

a) Zero liquid discharge.

b) Zero discharge for Hazardous Chemicals.

c) Use of Agro- Fuel in Boiler and Thermopack.

d) More than 12% of energy by renewal sources

e) More than 56% use of Recycled Synthetic Fibers.

11. Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 a Copy of the Annual Return is available on the website of the company at the web-link as: https://www.bslltd. com/investors

12. statutory Auditors

M/s SSMS & Associates, Chartered Accountants (FRN: 019351C) were appointed as Statutory Auditors of your Company at the AGM held on September 28, 2022 for a second term of five consecutive years from conclusion of 52^nd AGM till the conclusion of the 56^th AGM to be held in calendar year 2027. Further, M/s SSMS & Associates have confirmed their independence and eligibility under the provisions of the Companies Act, 2013 and Listing Regulations.

The report of the Statutory Auditors along with notes to Schedules is enclosed to this Report. The observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

13. secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s V. M. & Associates, Company secretaries, Jaipur, (FRN: P1984RJ039200) to undertake the Secretarial Audit of the Company. Further, M/s V. M. & Associates have confirmed their independence and eligibility under the provisions of the Act and Listing Regulations. The Secretarial Audit Report for financial year 2023-24 in Form MR -3 is enclosed herewith as Annexure i. There are no reservations, qualifications, adverse remark or disclaimer contained in the Secretarial Audit Report.

14. internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, the Company has appointed M/s A.L. Chechani & Co., Chartered Accountants (FRN: 05341C) as the internal auditors of the Company for the financial year 202324. The role of internal auditors includes but not limited to review of internal audit observations and monitoring of implementation of corrective actions required, reviewing of various policies and ensure its proper implementation, reviewing of SOPs and their amendments, if any.

15. Maintenance of cost Records

The Company has maintained required cost accounts and records as prescribed under sub-section (1) of section 148 of the Companies Act, 2013.

16. cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with Rule 6(2) of the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to Textile Divisions every year.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s N.D. Birla & Co., Cost Accountants, (FRN: 000028) as Cost Auditor to audit the cost accounts of the Company for the financial year 2024-25. As required under the Companies Act, 2013, a resolution seeking member''s approval

for ratification of the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

17. Reporting of frauds by auditors

During the year under review, the Statutory Auditors, Secretarial Auditors, Internal Auditors and Cost Auditors have not reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

18. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed herewith as per Annexure ii.

19. Particulars of Loans given, Guarantees given, investments made and securities provided

During the year under review, the Company has not given any Loans, Guarantees, Investments and Securities covered under the provisions of section 186 of the Companies Act, 2013.

20. contracts and Arrangements with Related Parties

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, key managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at the web link as: https:// staticl .squarespace.com/static/6206a24e38ca4200c0141c78/t/ 6304b6bf8c53cd3d6e72b49b/1661253314155/BSL-Related-Party-Transaction-Policy.pdf

Particulars of Related Parties contracts or arrangements u/s section 188 of the Companies Act, 2013 are given in Form AOC-2 and enclosed herewith as per Annexure iii.

21. internal financial controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

22. internal control systems

The Company has adequate Internal Control Systems, commensurate with the size, scale and complexity of its operations. The Audit committee quarterly reviews the Executive summary on the internal audit findings along with the recommendations and management comments. Further, the Action Taken Report/ Compliances as discussed in the previous meeting is placed in the next meeting along with the detailed report. The Internal Auditors also ensure proper compliance of all policies and

Standard Operating Procedures (SOPs) adopted by the Company. Based on the report of Internal Auditors, management undertakes corrective action in their respective areas and thereby strengthens the controls.

23. Vigil Mechanism/ Whistle Blower Policy

The Company has a vigil Mechanism named Whistle Blower policy to deal with instance of fraud and mismanagement, if any. The Details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the Company''s website at the web link as: https://static1.squarespace.com/ static/6206a24e38ca4200c0141c78/t/63f0bb3f5deaf66a981baab 9/1676720960354/6. Whistle-Blower-Policy.pdf

None of the personnel of the Company have been denied access to the Audit Committee. During the year, the Company has not received any Whistle Blower Complaints.

24. Nomination & Remuneration Policy

The Nomination and Remuneration Committee recommended the ''Nomination and Remuneration Policy'' of the Company which was duly approved by the Board. The Policy reflects on certain guiding principles of the Company such as the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate employees of the quality required to run the Company successfully, Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and Remuneration to Directors, Key Managerial Personnel and Senior Management involves a pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals. It also lay down the criteria for performance evaluation of Independent Directors and other Directors, Board of Directors and Committees of the Board of Directors. The same has been posted on company''s Website and can be accessed via Link https://static1.squarespace.com/ static/6206a24e38ca4200c0141c78/t/6304b69d7926221eaad d3 76d/16612532 78802/BSL-Nomination-and-Remuneration-Policy.pdf

25. corporate social Responsibility

"During the Financial Year 2023-24, the amount required to be spent by the Company under its CSR obligations was less than '' 50 Lakhs, hence, as per the provisions of Sec. 135 of the Companies Act, 2013, the Company is not required to constitute CSR committee and the functions of such committee are discharged by the Board of Directors of the Company."

During the current year, the company has incurred expenditure of '' 26.71 lakhs on CSR activities.

The details of amount spent and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report. Details about the CSR policy and initiatives taken by the Company on CSR during the year are available on the Company''s website at the web link as: https://www.bslltd.com/

The Annual Report on our CSR activities is enclosed herewith as per Annexure iV.

26. committees

The Company has constituted Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Share Transfer Committee. The details of the committees

have been given in the Corporate Governance Report which is integral part of the Board''s Report. All the recommendations of the Audit Committee were accepted by the Board. No employee was denied access to the Audit Committee.

27. Meetings

During the year, Four Board meetings were held, the dates being 08^th May, 2023, 09^th August, 2023, 06^th November, 2023, and 10^th February, 2024. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards-1 issued by Institute of Company Secretaries of India (ICSI) on Meeting of the Board of Directors and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

28. Directors & Key Managerial Personnel

1. change in directors

a. Shri Arun Churiwal, (DIN: 00001718) and Shri Ravi Jhunjhunwala (DIN: 00060972) Directors will retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment. The Board recommends their re-appointment.

b. Shri Shekhar Agarwal, (DIN: 00066113) and Shri Praveen Jain (DIN: 09196198) Directors retired by rotation and re-appointed at previous Annual General Meeting held on 28th September, 2023.

c. Shri Amar Nath Choudhary (DIN: 00587814), Shri Sushil Jhunjhunwala (DIN: 00082461), Shri Giriraj Prasad Singhal (DIN: 00331849) and Mrs. Abhilasha Mimani (DIN: 06932590) were Independent Directors of the Company since 2014. The second term of all above mentioned Independent Director of the Company ended on 31st March 2024. Accordingly, they have been ceased to be a Director of the Company.

The Board places on record its sincere appreciation, for their valuable contribution & guidance during their term as Independent directors.

d. Based on recommendation of the Nomination and Remuneration Committee in its meeting held on 02nd November, 2023, the Board of Directors at its meeting held on 06th November 2023, appointed Shri Hemant Kamala Jalan (DIN: 00080942), Shri Avinash Todi (DIN: 01970390) and Mrs. Aarti B Aggarwal (DIN: 00152346), as Additional Directors in the category of Independent Director with effect from 06th November 2023 for a period of 5 years subject to the approval of shareholders. The shareholders approved the appointment of all three directors as Independent Director through postal ballot on 20th January, 2024.

Shri Hemant Kamala Jalan holds an undergraduate degree from Indian Institute of Technology Kanpur, a graduate degree from Stanford University and an MBA from The University of Chicago. He is a founder of Indigo Paints Ltd and has experience of more than 23 years. He has been an entrepreneur for most of his professional life. He was previously associated with

AF Ferguson & Co (1980-82) and Sr. Vice President at Vedanta Group of Industries (1996-99). He is also on the Board of Halogen Chemicals Pvt. Ltd., Apple Chemie (India) Private Limited and Zeus Numerix Pvt. Ltd.

Shri Avinash Todi has completed his Bachelor of Engineering in Computer Science and holds a rich experience of over 17 years. He is having technical inclination towards latest IT technologies and Artificial Intelligence and Internet of Things.

Mrs. Aarti B Aggarwal has completed her BA in Political Honours and has vast experience of more than 30 Years in the Leather Garments Industry.

Your Board of Directors believes that Shri Hemant Kamala Jalan, Shri Avinash Todi and Mrs. Aarti B Aggarwal are having requisite integrity, expertise, specialized knowledge, experience, proficiency and their appointment on the Board will support in broadening the overall expertise of the Board and will bring wide experience.

e. Based on recommendation of the Nomination and Remuneration Committee in its meeting held on 24th November, 2023, the Board of Directors through Circular Resolution on 1st December, 2023, appointed Shri Kunal Jhunjhunwala (DIN: 00752437), as an Additional Director in the category of Independent Director with effect from 1st December, 2023 for a period of 5 years subject to the approval of shareholders. The shareholders approved the appointment of Mr. Kunal Jhunjhunwala as Independent Director through postal ballot on 20th January, 2024.

Shri Kunal Jhunjhunwala is a Director of Concord Nonwoven Industries Pvt. Ltd. and has experience of more than 25 years. He has been an entrepreneur for most of his professional life. His experience is very useful for the company.

Your Board of Directors believes that the Shri Kunal Jhunjhunwala has the requisite integrity, expertise, specialized knowledge, experience, proficiency for appointment as Independent Director in the Company.

f. The tenure of Shri Arun Churiwal as Whole time Director designated as Chairman will expire on 31st August, 2024. Based on his performance evaluation and on the recommendation of Nomination and Remuneration Committee, the Board recommends his re-appointment for another term of 3 Years from 01st September, 2024 to 31st August, 2027.

g. The tenure of Shri Nivedan Churiwal as Managing Director will expire on 25th July, 2024. Based on his performance evaluation and on the recommendation of Nomination and Remuneration Committee, the Board recommends his re-appointment for another term of 3 Years from 26th July, 2024 to 25th July, 2027.

h. The tenure of Shri Praveen Jain, Whole Time Director designated as Director (Operations) will expire on 6th June, 2024. Based on his performance evaluation and on

the recommendation of Nomination and Remuneration Committee, the Board recommends his re-appointment for another term of 3 Years from 07th June, 2024 to 06th June, 2027

i. The tenure of Shri Jagdish Chandra Laddha as an Independent Director will expire on 09th February, 2025. Based on the performance evaluation and on the recommendation of Nomination and Remuneration Committee, the Board of Directors in their meeting held on 20th May, 2024 approved his re-appointment for second term of 5 years commencing from 10th February, 2025 after taking into consideration the skills, expertise and competencies required for the Board in the context of the business of the Company. Further, his re-appointment is subject to shareholders approval at the ensuing Annual General Meeting.

A brief profile of Shri Arun Churiwal, Shri Nivedan Churiwal, Shri Praveen Jain and Shri Jagdish Chandra Laddha, together with other related information required under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard-2 has been furnished in the Notice convening the 53rd AGM of your Company.

Key Managerial Personnel

During the Financial Year 2023-24, there was no change in the Key Managerial Personnel of the Company.

2. Statement on Declaration given by independent Directors

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and affirmed the compliance of Code of Independent Directors as laid down in Schedule IV of the Companies Act, 2013.Further, the Independent Directors have confirmed that they are Independent of the Management and have registered themselves on Independent Director''s Databank and have passed/ exempted from The Indian Institute of Corporate Affairs (IICA) Exams.

3. Annual Evaluation of Board

In compliance with the Companies Act, 2013 and sEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 and Guidance Note on Board Evaluation issued by SEBI, during the financial year under review, your Board of Directors, Nomination and Remuneration Committee and Independent Directors in their separate Meeting, carried out annual evaluation of its own performance as well as Board Committees and also of the individual Directors in the manner as enumerated in the Nomination and Remuneration Policy of the Company viz. Leadership & stewardship abilities, Assess policies, structures & procedures, Regular monitoring of corporate results against projections, Contributing to clearly define corporate objectives & plans, Obtain adequate, relevant & timely information, Review achievement of strategic and operational plans, objectives, budgets, Identify, monitor & mitigate significant corporate risks, Directly monitor & evaluate KMPs, senior officials,

Review management''s Succession Plan, Effective meetings, Clearly defining role & monitoring activities of Committees and Review of ethical conduct etc.

Your Directors feel pleasure in informing the members that the performance of the Board as a whole and its members individually was adjudged satisfactory. More detail on the same is given in the Corporate Governance Report.

29. corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by the SEBI. The Report on Corporate Governance along with the Certificate of Auditors M/s. SSMS & Associates, Chartered Accountants, 16, Basement Heera Panna Market, Pur Road, Bhilwara (Rajasthan) confirming compliance to conditions of Corporate Governance as stipulated under Regulation 34(3) of the sEBI (Listing Obligations and disclosure Requirements) Regulations, 2015, form part of the Annual Report.

30. Particulars of Employees and related disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure V.

Disclosures required in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure Vi.

31. Transfer of Unpaid and Unclaimed Amounts to Investor education and Protection Fund

Pursuant to the provisions of Section 125 of the Companies Act, 2013, the declared dividend for the financial year 2015-16, which remained unpaid or unclaimed for a period of seven years, have been transferred by the Company on 24/11/2023 to the IEPF established by the Central Government pursuant to Section 125 of the said Act. As on 31^st March, 2024, the Company has transferred '' 24,92,853.85/- to Investor Education and Protection Fund.

Pursuant to the provisions of Section 125 of the Companies Act, 2013, the declared dividend for the financial year 2016-17, which remained unpaid or unclaimed for a period of seven years, will be transferred by the Company to the IEPF established by the Central Government pursuant to Section 125 of the said Act. The company has uploaded the full details of Unpaid Dividend on its website at https://www.bslltd.com/investors.

32. transfer of Unpaid shares to Investor education and Protection Fund

The Company, in pursuance to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules 2016"), had transferred all shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more in the name of designated demat account of the IEPF Authority. A notice had been sent to all concerned shareholders at their registered address. The Company had also published such notice in English Newspaper i.e. ''Business Standard'' and in Hindi Newspaper i.e.

''Dainik Navjyoti'' informing the concerned shareholders about the same. The company has uploaded the full details of such shareholders and shares transferred to IEPF account on its website at www.bslltd.com.

As on 31^st March, 2024, the Company has transferred 236592 no. of shares to IEPF Demat Account which accounts 2.29% of total shareholding of the company.

The Company, in pursuance to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, will transfer all shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more in the name of designated demat account of the IEPF Authority. A notice to all concerned shareholders in this regard will be sent at their registered address. The Company will also publish such notice in English Newspaper and Hindi Newspaper to inform the concerned shareholders about the same.

33. Secretarial Standards

The Company has followed the applicable Secretarial Standards, i.e. SS-1, relating to ''Meetings of the Board of Directors'' and SS-2, relating to ''General Meetings''.

34. Other Disclosures Under Companies Act, 2013

• The Company has not invited/ accepted any deposits from the public during the year ended March 31,2024. There were no unclaimed or unpaid deposits as on March 31, 2024.

• There is no change in the nature of business during the financial year 2023-24.

• The Board of Directors of your Company has proposed not to transfer any amount to the Reserves for the year under review.

• There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

• During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

• Details about Risk Management have been given in the Management Discussions & Analysis.

• The Company does not have any subsidiary, joint venture & associate company.

• During the year, the Company has not received any complaint under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. More detail on the same is given in the Corporate Governance Report.

• There is no change in capital structure of the Company.

• No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)

during the year along with their status as at the end of the financial year is not applicable.

• "Any other disclosure under the Companies Act, 2013 and the rules notified thereunder or the Listing regulations are either NIL or NOT APPLICABLE"

35. directors'' Responsibility statement

To the best of our knowledge and belief and according to the information and explanations obtained, we make the following statements in terms of section 134(3) (c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31^st March, 2024 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note one of the notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made 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. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a going concern basis;

e. that the internal financial controls were in place and that the internal financial controls were adequate and were operating effectively; and

f. that the system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

36. disclosure of certain Type of Agreements Binding on company

There are no agreement impacting management or control of the Company or imposing any restriction or create any liability upon the Company as specified in Schedule III, Para A, Clause 5A of Listing Regulations.

37. Acknowledgements

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. We would like to thank all our clients, customers, vendors, dealers, bankers, investors, other business associates, Central and State Government for their continued support and encouragement during the year and their confidence towards the management.

For and on behalf of the Board of Directors

For BsL Ltd

Place : Kolkata(W.B.) ARUN cHURIWAL

Date : 20^th May, 2024 cHAIRMAN

DiN:00001718

Regd. Office:

Post Box No. 16-17,

Mandpam,

Bhilwara-311001 (Rajasthan)

---

Mar 31, 2023

The Directors have pleasure in presenting the 52^nd Annual Report together with the Audited Financial Statements of the Company for the financial year ended on 31^st March 2023.

1. Financial Highlights

(Rs. in Crore)
Particulars	For the year ended
	31.03.2023		31.03.2022
Turnover - a) Domestic	231.51		184.72
- b) Exports	240.23	471.74	251.12	435.84
Profit before Interest, Depreciation and Tax		54.39		41.43
Less : Financial Expenses		18.82		13.63
Profit before Depreciation and Tax		35.57		27.50
Less : Depreciation &Amortisation		10.86		11.52
Profit before Tax& Exceptional Item		24.71		15.98
Less : Exceptional Item		2.15		-
Profit before Tax		22.56		15.98
Taxation - Current Tax		4.27		4.88
- Deferred Tax		1.38		(0.38)
Profit after Tax		16.91		11.48

2. Operations

The division wise performance is as under:

Rs. in Crore)
Particulars	For the year ended
	31.03.2023		31.03.2022
	Qty.	value	Qty.	Value
a) Fabrics (Lakh Mtrs.)
- Domestic	87.54	150.82	94.69	133.15
- Exports	95.39	202.65	111.79	199.33
Total	182.93	353.47	206.48	332.48
b) Yarn ( MT)
- Domestic	1856	62.07	1377	34.71
- Exports	1034	35.50	1643	49.63
Total	2890	97.57	3020	84.34
c) Readymade Garments (No. of Pcs.)
- Domestic	12911	0.48	58094	2.04
- Exports	-	-	-	-
Total	12911	0.48	58094	2.04
d) Wind Power
Generation (Lakh Units)	25.35	0.99	27.62	1.08
e) Job Work		17.14		13.74
f) Export Incentives		2.09		2.16
Grand Total		471.74		435.84

Your Directors inform that the financial statements of your Company has been drawn on basis of the Ind-AS for the financial year ended on March 31,2023 with comparatives. Your Company did a major Expansion during the year beside rationalization, modernization. Your Company also focused on cost reduction to improve the profitability along with better product mix and improving efficiency.

As the result of all these measures, your Company recorded a turnover of '' 471.74 Crore as against a turnover of '' 435.84 Crore of previous year.

The Company have achieved profitability of '' 16.91 crores as against '' 11.48 crores in the previous Financial year.

3. New Venture

The Company has started new plant of 29184 Spindles. It is state of the art, Cotton Spinning unit which has started the commercial production from 30.03.2023.

4. Technology upgradation during the year

The Company has moved away from Fossil fuels. In the Processing Division of Company, the Boiler and Thermopack were running on Coal. By adopting latest technology the Company has completely replaced the Coal and is now using only Agro based fuels. It is yet another landmark step of the Company towards Green/Sustainability Movement. During the year Company also modernized its old PV Spinning Spindles with the latest generation as well as expanded its Weaving capacity.

The total Capex in this year is '' 178.36 Crore.

With commencement of Cotton Spinning Department the Company now is looking for expanding its Yarn market both in Domestic as well as in Overseas arena. The Company is going intensively in the existing Yarn and Fabric Markets both in Export and Domestic sections.

The Company''s business with IKEA is on firm footings and growing.

5. Wind power Project

The company has disposed off Wind mills of 4.4 MW located at Jaisalmer (Rajasthan) as its operations had become unviable.

6. Dividend

Your Directors recommend a dividend @ 15 % i.e. '' 1.50 per Equity Share of '' 10/- each for the year ended on 31^st March, 2023. This will absorb an amount of '' 154.38 Lakhs. A proposal for confirmation of the dividend for the year ended 31 ^st March, 2023 shall be placed before the shareholders at the ensuing Annual General Meeting. The proposed dividend, if approved by the Shareholders in the ensuing AGM shall be subject to deduction of tax at source at applicable rates.

7. Credit Ratings

During the period under review, Brickwork Ratings India Pvt. Ltd. and India Ratings and Research (Rating Agency) has reaffirmed the ratings with changes in outlook as follows:

(a) Brickwork Ratings India Pvt. Ltd.
S. No.	Facilities	Ratings
1.	Term Loans	BWR BBB (Stable)(Reaffirmation and change in Outlook)
2.	Fund Based limits	BWR A2 (Reaffirmation)
3.	Non Fund Based limits
(b) India Ratings & Research
S. No.	Instrument Type	Rating/Outlook
1.	Term loan	IND BBB-/Stable
2.	Fund-based working capital facilities	IND BBB-/ Stable/IND A3
3.	Non-fund-based facilities	IND A3

8. Contribution to Exchequer

Your Company has contributed an amount of '' 28.31 Crores as against previous year '' 23.70 Crores in terms of Taxes & Duties to

the Exchequer.

9. Management Discussion and Analysis Report

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

10. Green Movement and Sustainability

The Company has been committed to Green operations for Decades.

Green Generation Data for the Year 2022-23

A)	Total Unit Consumption for 2022-23	465.96 Lakhs Kwh
B)	Green Generation
	1.Solar Plant (4.51mw)	67.13 Lakhs Kwh
	2.Wind Mill (4.40mw)	38.73 Lakhs Kwh
	Total Generation ( Solar wind)	105.86 Lakhs Kwh
C)	Total Green Generation % age	22.72 %

Zero Liquidation Discharge: The Company has been operating at Zero Liquidation Discharge since 2015.The Company has also obtained Zero Discharge for Hazardous Chemicals programme (ZDHC) certificate.

Vegan Certificate: The Company is one of the few Textile Companies having Vegan Certificate from Switzerland.

Recycled Raw Materials: The Company has focused on using Recycled Polyester staple fiber as a part of Global sustainability movement. In the year 2022-23, the Company''s 62% of Fiber consumption was of Recycled Fibers.

Agro-Fuel: The Process House Division of the Company has changed over to the Agro- Fuel from Fossil Fuels resulting saving of 19053.77 MT of CO2 emission.

Thus, the Company is transforming in to a Green Company due to:

a) Zero liquid discharge.

b) Zero discharge for Hazardous Chemicals.

c) Use of Agro- Fuel in Boiler and Thermopack.

d) More than 20% of energy by renewal sources

e) More than 50% use of Recycled Synthetic Fibers.

11. Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 a Copy of the Annual Return is available on the website of the company at the web-link as: https://www.bslltd.com/investors

12. Statutory Auditors

M/s SSMS & Associates, Chartered Accountants (FRN: 019351C) were appointed as Statutory Auditors of your Company at the AGM held on September 28, 2022 for a second term of five consecutive years from conclusion of 52^nd Annual General Meeting till the conclusion of the 56^th AGM to be held in the calendar year 2027. Further, M/s SSMS & Associates have confirmed their independence and eligibility under the provisions of the Companies Act, 2013 and Listing Regulations.

The report of the Statutory Auditors along with notes to Schedules is enclosed to this Report. The observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

13. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s v. M. & Associates, Company Secretaries, Jaipur, (FRN: P1984RJ039200) to undertake the Secretarial Audit of the Company. Further, the Board has approved the re-appointment of M/s V. M. & Associates, Company Secretaries as Secretarial Auditors of the Company to carry out secretarial audit for the Financial Year 2023-24. They have confirmed their eligibility and independence for the said reappointment. The Secretarial Audit Report for financial year 2022-23 in Form MR -3 is enclosed herewith as Annexure I. There are no reservations, qualifications, adverse remark or disclaimer contained in the Secretarial Audit Report.

14. Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, the Company has appointed M/s A.L. Chechani & Co., Chartered Accountants (FRN: 05341C) as the internal auditors of the Company for the financial year 2022-23. Further, the Board has approved the re-appointment of M/s A.L. Chechani & Co., Chartered Accountants as Internal Auditors of the Company to carry

out Internal Audit for the Financial Year 2023-24. They have confirmed their eligibility for the said re appointment.

The role of internal auditors includes but not limited to review of internal audit observations and monitoring of implementation of corrective actions required, reviewing of various policies and ensure its proper implementation, reviewing of SOPs and their amendments, if any.

15. Maintenance of Cost Records

The Company has maintained required cost accounts and records as prescribed under sub-section (1) of section 148 of the Companies Act, 2013.

16. Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with Rule 6(2) of the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to Textile Divisions every year.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s N.D. Birla & Co., Cost Accountants, (FRN: 000028) as Cost Auditor to audit the cost accounts of the Company for the financial year 2023-24. As required under the Companies Act, 2013, a resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

17. Reporting of frauds by auditors

During the year under review, the Statutory Auditors, Secretarial Auditors, Internal Auditors and Cost Auditors have not reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

18. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed herewith as per Annexure II.

19. Particulars of Loans given, Guarantees given, Investments made and Securities provided

During the year under review, the Company has not given any Loans, Guarantees, Investments and Securities covered under the provisions of section 186 of the Companies Act, 2013.

20. Contracts and Arrangements with Related Parties

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, key managerial Personnel or other designated persons which may have a potential conflict with the interest of the

Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at the web link as: https:// staticl .squarespace.com/static/6206a24e38ca4200c0141c78/t/ 6304b6bf8c53cd3d6e72b49b/1661253314155/BSL-Related-Party-Transaction-Policy.pdf

Particulars of Related Parties contracts or arrangements u/s section 188 of the Companies Act, 2013 are given in Form AOC-2 and enclosed herewith as per Annexure III.

21. Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

22. Internal Control Systems

The Company has adequate Internal Control Systems, commensurate with the size, scale and complexity of its operations. The Audit committee quarterly reviews the Executive summary on the internal audit findings along with the recommendations and management comments. Further, the Action Taken Report/ Compliances as discussed in the previous meeting is placed in the next meeting along with the detailed report. The Internal Auditors also ensure proper compliance of all policies and Standard Operating Procedures (SOPs) adopted by the Company. Based on the report of Internal Auditors, management undertakes corrective action in their respective areas and thereby strengthens the controls.

23. vigil Mechanism/ Whistle Blower Policy

The Company has a vigil Mechanism named Whistle Blower policy to deal with instance of fraud and mismanagement, if any. The Details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the Company''s website at the web link as: https://static1.squarespace.com/ static/6206a24e38ca4200c0141c78/t/63f0bb3f5deaf66a981baab 9/1676720960354/6. Whistle-Blower-Policy.pdf

None of the personnel of the Company have been denied access to the Audit Committee. During the year, the Company has not received any Whistle Blower Complaints.

24. Nomination & Remuneration Policy

The Nomination and Remuneration Committee formulated and recommended to the Board a policy containing certain benchmark which is reasonable and sufficient to attract, retain and motivate Managerial Personnel and other employees, ensuring that it covers the matters mentioned in Section 178 of the Act which was duly approved by the Board.

The Policy reflects on certain guiding principles of the Company such as the level and composition of remuneration is reasonable

and sufficient to attract, retain and motivate employees of the quality required to run the Company successfully, Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and Remuneration to Directors, Key Managerial Personnel and Senior Management involves a pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals. It also lay down the criteria for performance evaluation of Independent Directors and other Directors, Board of Directors and Committees of the Board of Directors. The same has been posted on company''s Website and can be accessed via Link as: https://static1.squarespace. com/static/6206a24e38ca4200c0141c78/t/6304b69d7926221e aadd376d/1661253278802/BSL-Nomination-and-Remuneration-Policy.pdf

25. Corporate Social Responsibility

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company which ceases to be a company covered under subsection (1) of section 135 of the Act for three consecutive financial years shall not be required to constitute a CSR Committee.

During the current year, the company has incurred expenditure of '' 11.21 lakhs on CSR activities.

Details about the CSR policy and initiatives taken by the Company on CSR during the year are available on the Company''s website at the web link as: https://static1.squarespace.com/ static/6206a24e38ca4200c0141c78/t/6304b689094c27649440e 1aa/1661253258668/BSL-CSR-Policy.pdf

The Annual Report on our CSR activities is enclosed herewith as per Annexure IV.

26. Committees

The Company has constituted Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Share Transfer Committee. The details of the committees have been given in the Corporate Governance Report which is integral part of the Board''s Report. All the recommendation of the Audit Committee was accepted by the Board. No employee was denied access to the Audit Committee

27. Meetings

During the year Four Board meetings were held, the dates being 13^th May, 2022, 12^th August, 2022, 10^th November, 2022, and 13^th February, 2023. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards-1 issued by Institute of Company Secretaries of India (ICSI) on Meeting of the Board of Directors and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

28. Directors & Key Managerial Personnel1. Change in Directors and Key Managerial Personnel

a. Shri Shekhar Agarwal, (DIN: 00066113) and Shri Praveen Kumar Jain (DIN: 09196198) Director will

retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment. The Board recommends their re-appointment.

b. Shri Arun Kumar Churiwal (DIN: 00001718), Whole time Director designated as Executive Chairman and Shri Ravi Jhunjhunwala (DIN: 00060972), Director retired by rotation and re-appointed at previous Annual General Meeting held on 28^th September, 2022.

c. Ms. Aanchal Patni has resigned from the post of Company Secretary and Compliance Officer on 11^th November, 2022 and Mr. Shubham Jain has been appointed as Company Secretary and Compliance officer w.e.f. 12^th November, 2022.

2. Statement on Declaration given by Independent Directors

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and affirmed the compliance of Code of Independent Directors as laid down in Schedule IV of the Companies Act, 2013. Further, the Independent Directors have confirmed that they are Independent of the Management and have registered themselves on Independent Director''s Databank and have passed/ exempted from The Indian Institute of Corporate Affairs (IICA) Exams.

3. Annual Evaluation of Board

In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance Note on Board Evaluation issued by SEBI, during the financial year under review, your Board of Directors, Nomination and Remuneration Committee and Independent Directors in their separate Meeting, carried out annual evaluation of its own performance as well as Board Committees and also of the individual Directors in the manner as enumerated in the Nomination and Remuneration Policy of the Company viz. Leadership & stewardship abilities, Assess policies, structures & procedures, Regular monitoring of corporate results against projections, Contributing to clearly define corporate objectives & plans, Obtain adequate, relevant & timely information, Review achievement of strategic and operational plans, objectives, budgets, Identify, monitor & mitigate significant corporate risks, Directly monitor & evaluate KMPs, senior officials, Review management''s Succession Plan, Effective meetings, Clearly defining role & monitoring activities of Committees and Review of ethical conduct etc.

Your Directors feel pleasure in informing the members that the performance of the Board as a whole and its members individually was adjudged satisfactory. More detail on the same is given in the Corporate Governance Report.

29. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance

requirements set out by the SEBI. The Report on Corporate Governance along with the Certificate of Auditors M/s SSMS & Associates, Chartered Accountants, 16, Basement Heera Panna Market, Pur Road, Bhilwara (Rajasthan) confirming compliance to conditions of Corporate Governance as stipulated under Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, form part of the Annual Report.

30. Particulars of Employees and related disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure v.

Disclosures required in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure vI.

31. Transfer of Unpaid and Unclaimed Amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 125 of the Companies Act, 2013, the declared dividend for the financial year 2014-15, which remained unpaid or unclaimed for a period of seven years, have been transferred by the Company on 07/12/2022 to the IEPF established by the Central Government pursuant to Section 125 of the said Act. As on 31^st March, 2023, the Company has transferred '' 20,04,215 to Investor Education and Protection Fund.

Pursuant to the provisions of Section 125 of the Companies Act, 2013, the declared dividend for the financial year 2015-16, which remained unpaid or unclaimed for a period of seven years, will be transferred by the Company to the IEPF established by the Central Government pursuant to Section 125 of the said Act.The company has uploaded the full details of Unpaid Dividend on its website at https://www.bslltd.com/investors.

32. Transfer of Unpaid Shares to Investor Education and Protection Fund

The Company, in pursuance to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules 2016"), had transferred all shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more in the name of designated demat account of the IEPF Authority. A notice had been sent to all concerned shareholders at their registered address. The Company had also published such notice in English Newspaper i.e. ''The Financial Express'' and in Hindi Newspaper i.e. ''Nafa Nuksan'' & Business Remedies informing the concerned shareholders about the same. The company has uploaded the full details of such shareholders and shares transferred to IEPF account on its website at www.bslltd.com.

As on 31^st March, 2023, the Company has transferred 214016 no. of shares to IEPF Demat Account which accounts 2.08% of total shareholding of the company.

The Company, in pursuance to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, will transfer all shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more in the name of designated demat account of the IEPF Authority. A notice to all concerned shareholders in this regard will be sent at their registered address. The Company will also publish such notice in English Newspaper and Hindi Newspaper to inform the concerned shareholders about the same.

33. Secretarial Standards

The Company has followed the applicable Secretarial Standards, i.e. SS-1, relating to ''Meetings of the Board of Directors'' and SS-2, relating to ''General Meetings''.

34. Other Disclosures Under Companies Act, 2013

• The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2023. There were no unclaimed or unpaid deposits as on March 31, 2023.

• There is no change in the nature of business during the financial year 2022-23.

• The Board of Directors of your Company transferred '' 1.50 crores to the Reserves for the year under review.

• There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

• During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

• Details about Risk Management have been given in the Management Discussions & Analysis.

• The Company does not have any subsidiary, joint venture & associate company.

• During the year, the Company has not received any complaint under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. More detail on the same is given in the Corporate Governance Report.

• There is no change in capital structure of the Company.

• No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

35. Directors'' Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained, we make the following statements in terms of section 134(3) (c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31^st March, 2023 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note one of the notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a going concern basis;

e. that the internal financial controls were in place and that the internal financial controls were adequate and were operating effectively; and

f. that the system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

36. Acknowledgements

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. We would like to thank all our clients, customers, vendors, dealers, bankers, investors, other business associates, Central and State Government for their continued support and encouragement during the year and their confidence towards the management.

---

Mar 31, 2018

To The Members,

The Board of Directors have pleasure to present the 47^th Annual Report and Statement of Accounts for the financial year ended 31^st March, 2018.

1. Financial Results

(Rs. in Crore)

Particulars	For the year ended
	31.03.2018		31.03.2017
Turnover - a) Domestic	221.26		242.09
- b) Exports	181.94	403.20	200.12 442.21
Profit before Interest, Depreciation and Tax		32.73	39.55
Less : Financial Expenses		13.95	14.56
Profit before Depreciation and Tax		18.78	24.99
Less : Depreciation & Amortisation		17.03	15.92
Profit before Tax		1.75	9.07
Taxation - Current Tax		0.48	2.35
- Deferred Tax		0.24	0.80
Profit after Tax		1.03	5.92
Other Comprehensive Income (OCI)		(0.89)	0.01
Profit after Tax (Net of OCI)		0.14	5.93

2. Operations

The division wise performance is as under:

(Rs. in Crore)

Particulars	For the year ended
	31.03.2018		31.03.2017
	Qty.	Value	Qty.	Value
a) Fabrics (Lac Mtrs.)
- Domestic	111.67	140.06	106.82	137.04
- Exports	111.21	170.49	111.98	178.78
Total	222.88	310.55	218.80	315.82
b) Yarn ( MT)
- Domestic	2291	61.73	2739	72.75
- Exports	231	7.24	739	16.73
Total	2522	68.97	3478	89.48
c) Fibre (MT)
-Domestic	123	2.10	655	12.37
d) Readymade Garments (No. of Pcs.)
- Domestic	97802	3.48	111799	4.14
- Exports	37204	0.97	27542	1.05
Total	135006	4.45	139341	5.19
e) Wind Power
Generation (Lac Units)	20.19	0.79	23.91	0.94
f) Job Work		13.13	14.85
g) Export Incentives		3.21	3.56
Grand Total		403.20	442.21

3. Exports

The Company''s Export turnover during the year was Rs.181.94 Crores as against previous year Rs.200.12 Crores.

4. Modernization and Expansion

Your Directors in their previous report had informed about modernization & expansion plan of Rs.23 Crores for its spinning, weaving and processing division. Your Directors feel pleasure in informing the members that the project has been commissioned during the year resulting in improvement in quality and productivity and better services to customers. The full benefits of this expansion shall be reaped in the current financial year. The Company has installed 4 No. Picanol Rapier Looms during the year. Further, your Company has installed and commissioned Roof Top Solar Power Project of 2.50 MW Capacity at Mandpam, Bhilwara, Rajasthan, during the year under OPEX Model. This shall resulted in saving in power cost per unit.

5. Outlook for Company''s Activities

The outlook of Company''s activities looks bright as it continues to focus on value addition, improved efficiency, modernization and integrated operations. In Exports, the Company is exploring new markets in Africa, Australia, Europe, USA, Canada and other Latin American countries and increasing the volumes in existing markets. In Domestic Marketing, the Company is focusing on Furnishing/RMG/Institutional segment.

6. Wind power Project

The Company''s Wind Power Projects at Jaisalmer had generated 37.71 Lac units during the year, as against 47.55 Lac units last year.

7. Dividend

Your Directors recommend a dividend @ 10% i.e. Rs.1 per Equity Share of Rs.10/- each for the year ended the 31^st March, 2018. This will absorb an amount of Rs.124.08 Lacs (inclusive of distribution tax). A proposal for confirmation of the dividend for the year ended 31^st March, 2018 will be placed before the shareholders at the ensuring Annual General Meeting.

8. Contribution to Exchequer

Your Company has contributed an amount of Rs.19.44 Crores as against previous year Rs.13.39 Crores in terms of Taxes & Duties to the Exchequer.

9. National Movements

"A clean India would be the best tribute India could pay to Mahatma Gandhi on his 150 birth anniversary in 2019,"

Swachh Bharat Mission was launched throughout length and breadth of the country as a national movement. The campaign aims to achieve the vision of a ''Clean India'' by 2nd October 2019. One of the focal points of Swachh Bharat is having a Shauchalaya for every household and particularly in schools for their proper health and hygiene of the students. As a part of the CSR, the company has setup complete Shauchalaya facilities in the schools of Tunturi Purulia, and Saraswati Sishu Mandir, Paschim Bhurkundi Paschim Midnapore.

"Mukhya Mantri Jal Swavlamban Abhiyan" has been launched in the State with the vision to ensure effective implementation of water harvesting and water conservation related activities in the rural areas using a holistic approach. The state launch the Abhiyaan with a view to converge various schemes and to bring them on a single platform under one umbrella to conserve the four waters i.e. Rainfall, Runoff, Ground water and Soil moisture upto maximum potential and effective results. Your Company has joined hands with the State Government as a part of its Corporate Social Responsibility. The Company has contributed to the Government Fund during 2017-18.

10. Green energy

The Company on the one hand adhering to ZLD norms at the same time it is focusing on the Green Energy. The Company is having Wind Power capacity of 4.4 MW. It has already installed 2.50 MW roof top Solar Plant at its existing site under OPEX Model. Further during 2018-19, Company plans to add further 2 MW roof top solar plant at its existing site under OPEX Model. Currently the Company is consuming 3.60 Cr. Units P.A. out of which about 25% Power is produced by the company through renewable energy sources. Further Company is planning to install 1.75 MW roof top solar power unit at its site which will produce approximately 25 Lacs units P.A. Thus focus of the company is on Sustainability both in terms of effluent Management and non fossil energy consumption.

11. Vegan Certificate

Your Company has applied for Vegan Certificate for its Products which is expected to be received by this month.

12. Extract of Annual Return as per sec 92 in form MGT 9

The Details forming part of extract of Annual Report in Form No MGT 9 is enclosed in Annexure I.

13. Statutory Auditors

M/s SSMS & Associates, Chartered Accountants (FRN: 019351C) were appointed as Statutory Auditors of your Company at the AGM held on September 26, 2017 for a term of five consecutive years i.e. until the conclusion of the 51^st AGM. Further, M/s SSMS & Associates have confirmed their independence and eligibility under the provisions of the Act and Listing Regulations. The report of the Statutory Auditors along with notes to Schedules is enclosed to this Report. The observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

14. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s V. M. & Associates, Company Secretaries, Jaipur, to undertake the Secretarial Audit of the Company. The details forming part of Secretarial Audit Report for financial year 2017-18 in Form MR -3 is enclosed herewith as per Annexure II. There are no reservations, qualifications, adverse remark or disclaimer contained in the Secretarial Audit Report.

15. Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, the Company has appointed M/s A.L. Chechani & Co., Chartered Accountants as the internal auditors of the Company. The role of internal auditors includes but not limited to review of internal audit observations and monitoring of implementation of corrective actions required, reviewing of various policies and ensure its proper implementation, reviewing of SOPs and there amendments, if any.

16. Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with Rule 6(2) of the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to Textile Divisions every year.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s N.D. Birla & Co., Cost Accountants, (Firm Registration Number 000028) as Cost Auditor to audit the cost accounts of the Company for the financial year 2017-18. As required under the Companies Act, 2013, a resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

17. Directors'' Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained, we make the following statements in terms of section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31^st March, 2018 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note one of the notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a going concern basis;

e. that the internal financial controls were in place and that the internal financial controls were adequate and were operating effectively;

f. that the system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

18. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as ''Annexure III''.

19. Particulars of Loans given, Guarantees given, Investments made and Securities provided

The Company has not given any Loans, Guarantees, Investments and Securities covered under the provisions of section 186 of the Companies Act, 2013.

20. Contracts and Arrangements with Related Parties

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, key managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. There are no material subsidiary Companies as define in Regulation16 (c) of the SEBI (Listing Obligations and Listing Requirements) Regulations, 2015.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at the web link as: https://www.bslltd.com.

Particulars of Related Parties contracts or arrangements u/s section 188 of the Companies Act, 2013 are given in Form AOC-2 and enclosed as per Annexure IV.

21. Indian Accounting Standards (IND AS)

The Company adopted Ind AS from the current financial year with the transition date of 1^st April, 2017. As required under Ind AS, the comparative period financial statements have been restated for the effects of Ind AS. The effect of the transition has been explained in more detail in the notes to the financial statements.

22. Internal Control Systems

The Company has adequate Internal Control Systems, commensurate with the size, scale and complexity of its operations. The Internal Auditors monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of Internal Auditors, management undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

23. Human Resource Development

Your Company treats its human resources as its important asset and believes in its contribution to the all round growth of your Company. The Company owes its success to its loyal and efficient human asset. The Company believes that, by effectively managing and developing human resources, it can achieve its vision. A significant effort has been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement. The Company has in house skill training center and imparts on the job training to its manpower on continuous basis. The Skill Training Centre of the Company has been approved under Government of India scheme "Integrated Skill Development Scheme (ISDS).

24. Vigil Mechanism/ Whistle Blower Policy

The Company has a vigil Mechanism named Whistle Blower policy to deal with instance of fraud and mismanagement, if any. The Details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the Company''s website at the web link as: https://www.bslltd.com.

25. Nomination &Remuneration Policy

The Board has, on recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters as per sec 178 &Regulation 19 of the SEBI (Listing Obligations and Listing Requirements) Regulations, 2015. The Nomination & Remuneration Policy is posted on the Company''s website at the web link as: https://www.bslltd.com.

26. Corporate Social Responsibility

As per section 135 of Companies Act, 2013, Company has constituted CSR Committee and also framed CSR policy. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report. Details about the CSR policy and initiatives taken by the Company on CSR during the year are available on our website https://www.bslltd.com. The Annual Report on our CSR activities is annexed to this report as Annexure V.

27. Meetings

During the year four Board meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

28. Directors &Key Managerial Personnel

1. Change in Directors and Key Managerial Personnel

- In Accordance with the provisions of the Companies Act, 2013, Shri Nivedan Churiwal retires by rotation and eligible for re-appointment.

- During the year, there is no change in Directors and Key Managerial Personnel of the Company.

2. Statement on Declaration given by Independent Directors

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Listing Requirements) Regulations, 2015.

3. Board Evaluation

In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Listing Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee and other committees. More detail on the same is given in the Corporate Governance Report.

29. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by the SEBI. The Report on Corporate Governance along with the Certificate of Auditors M/s SSMS & Associates, Chartered Accountants, 16, Basement Heera Panna Market, Pur Road, Bhilwara (Rajasthan) confirming compliance to conditions of Corporate Governance as stipulated under Regulation 34(3) of the SEBI (Listing Obligations and Listing Requirements) Regulations, 2015, form part of the Annual Report.

30. Particulars of Employees and related disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure VI.

Disclosures required in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure VII.

31. Transfer of Unpaid and Unclaimed Amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 125 of the Companies Act, 2013, the declared dividend for the financial year 200910 and Interim Dividend for the financial year 2010-11, which remained unpaid or unclaimed for a period of seven years, have been transferred by the Company to the IEPF established by the Central Government pursuant to Section 125 of the said Act.

32. Transfer of Unpaid Shares to Investor Education and Protection Fund

The Company, in pursuance to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, had transferred all shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more in the name of designated demat account of the IEPF Authority. A notice had been sent to all concerned shareholders at their registered address. The Company had also published such notice in English Newspaper i.e. ''The Financial Express'' and in Hindi Newspaper i.e. ''Dainik Navjoyti'' informing the concerned shareholders about the same. The company has uploaded the full details of such shareholders and shares transferred to IEPF account on its website at www.bslltd.com.

33. Other Disclosures Under Companies Act, 2013

- The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2018. There were no unclaimed or unpaid deposits as on March 31, 2018.

- There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

- During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

- Details about risk management have been given in the Management Discussions & Analysis.

- The Company does not have any subsidiary, joint venture & associate company.

- The Company is having adequate Internal Financial Control with reference to the Financial Statements.

- During the year, the Company has not received any complaint under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

34. Acknowledgements

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. We would like to thank all our clients, customers, vendors, dealers, bankers, investors, other business associates, Central and State Government for their continued support and encouragement during the year and their confidence towards the management.

For and on behalf of the Board

(ARUN CHURIWAL)

CHAIRMAN &

Place : Noida(U.P.) MANAGING DIRECTOR

Date : 11^thMay, 2018 DIN: 00001718

---

Mar 31, 2016

To The Members,

The Board of Directors have pleasure to present the 45^th Annual Report and Statement of Accounts for the financial year ended 31^st March, 2016.

1. Financial Results (Rs. in Crore)

Particulars	For the year ended
	31.03.2016	31.03.2015
Turnover-a) Domestic	182.54	183.15
-b) Exports	197.21 379.75	197.54 380.69
Profit before Interest, Depreciation and Tax	39.31	39.95
Less : Financial Expenses	13.90	14.38
Profit before Depreciation and Tax	25.41	25.57
Less : Depreciation and Amortization	14.44	19.95
Profit before Tax	10.97	5.62
Taxation -Current year	2.40	1.19
-Deferred Tax	1.45	(2.77)
-Earlier Year''s	-	0.01
Profit after Tax	7.12	7.19

2. Operations

The division wise performance is as under: (Rs. in Crore)

Particulars	For the year ended
	31.03.2016	31.03.2015
	Qty. Value	Qty. Value
a) Fabrics (Lac Mtrs.)
- Domestic	78.12 94.84	80.70 103.33
- Exports	102.60 181.89	97.83 182.77
Total	180.72 276.73	178.53 286.10
b) Yarn ( MT)
- Domestic	2717 61.03	2992 66.26
- Exports	551 13.06	403 10.02
Total	3268 74.09	3395 76.28
c) Fibre (MT)
-Domestic	445 8.02	--
d) Readymade Garments
- Domestic (No. of Pcs.)	43251 2.51	52195 1.86
e) Wind Power
Generation (Lac Units)	23.38 0.92	30.10 1.18
f) Job Work	15.22	10.52
g Export Incentives	2.26	4.75
Grand Total	379.75	380.69

3. Exports

The Company''s Export turnover during the year was Rs.197.21Crores as against previous year Rs.197.54 Crores. During the year, Company again won Gold Trophy by Synthetic & Rayon Export Promotion Council for highest export of fabrics during 2014-15 to “Focus LAC” countries.

4. Modernization and Expansion

A modernization & expansion plan involving a capex of Rs. 40 crore is under implementation at advance stage for its spinning, weaving and processing division. This will result in improvement in quality and productivity and better services to customers. The state of art weaving machines will increase performance of fabrics. The Company is also installing processing machineries to improve the quality of Fabrics. The Company has installed 8 Nos. Airjet Looms & 16 Picanol Rapier Looms during the year. Further 4 Picanol Looms will be installed.

5. Outlook for Company''s Activities

The outlook of Company''s activities looks bright as it continues to focus on value addition, improved efficiency, modernization and integrated operations. The Company plans to increase range from capacity expansion, modernization to new market entry and diversification. In Exports, the Company is exploring new markets in Africa, Australia, Europe, USA, Canada and other Latin American countries and increasing the volumes in existing markets. In Domestic Marketing, the Company is focusing on RMG /Institutional segment.

6. Wind power Project

The Company''s Wind Power Projects at Jaisalmer had generated 42.35 Lac units during the year, as against 60.39 Lac units last year.

7. Dividend

Your Directors are pleased to recommend a dividend @ 12 % i.e. Rs. 1.20 per Equity Share of Rs. 10/- each for the year ended the 31^st March, 2016. This will absorb an amount of Rs. 148.65 Lac (inclusive of distribution tax). A proposal for confirmation of the dividend for the year ended 31^st March, 2016 will be placed before the shareholders at the ensuring Annual General Meeting.

8. Contribution to Exchequer

Your Company has contributed an amount of Rs. 11.65 Crores as against previous year Rs. 8.70 Crores in terms of Taxes & Duties to the Exchequer.

9. National Movements

The Govt of India has started two missions as National Movements viz “Swach Bharat” and “Skill India” Your Company is contributing to the National Movement within its means. As a part of CSR the Company has constructed Sauchalayas at various Government schools in Bhilwara District. Further Sauchalayas have been built in nearby villages of the Plant where our Shramik Bandhus reside. Your Company has joined hands with the Government of India scheme under Integrated Skill Development Scheme (ISDS) as it registered itself with the scheme in November 2015.

During the year your Company under the Mission has trained 138 uneducated youths in Spinning or Weaving Skills. The trained Young Indians have been given Certificates of Skill and are eligible to Work in Textile Industry.

Being satisfied with involvement in the SKILL INDIA mission, the Govt of Rajasthan has accorded its approval to the company to carry on the Trainings in 2016-17.

10. Extract of Annual Return as per Sec 92 in form MGT 9 The details forming part of extract of Annual Return in Form No MGT 9 is enclosed in Annexure I.

11. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s V. M. & Associates, Company Secretaries, Jaipur, to undertake the Secretarial Audit of the Company. The details forming part of Secretarial Audit Report for financial year 2015-16 in Form MR -3 is enclosed herewith as per Annexure II. There are no reservations, qualifications, adverse remark or disclaimer contained in the Secretarial Audit Report.

12. Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31^st March, 2016 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note one of the notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2016 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a going concern basis;

e. that the internal financial controls were in place and that the internal financial controls were adequate and were operating effectively;

f. that the system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

13. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as ''Annexure III''.

14. Particulars of Loans given, Guarantees given, Investments made and Securities provided

The Company has not given any Loans, Guarantees, Investments and Securities covered under the provisions of section 186 of the Companies Act, 2013.

15. Contracts and Arrangements with Related Parties

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, key managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. There are no material subsidiary Companies as define in Regulation 16 (c) of the SEBI (Listing Obligations and Listing Requirements) Regulations, 2015.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at the web link as: https://www.bslltd.com .

Particulars of Related Parties contracts or arrangements u/s section 188 of the Companies Act, 2013 are given in Form AOC-2 and enclosed as per Annexure IV.

16. Internal Control Systems

The Company has adequate Internal Control Systems, commensurate with the size, scale and complexity of its operations. The Internal Auditors monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of Internal Auditors, management undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

17. Human Resource Development

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. A significant effort has been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement. These efforts have led to a significant increase in manpower productivity. Efforts have also been made to design progressive and empower HR Policies and others welfare measures.

18. Vigil Mechanism/ Whistle Blower Policy

The Company has a vigil Mechanism named Whistle Blower policy to deal with instance of fraud and mismanagement, if any. The Details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the Company''s website at the web link as: https://www.bslltd.com.

19. Nomination & Remuneration Policy

The Board has, on recommendation of the Nomination &

Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters as per sec 178 & Regulation 19 of the SEBI (Listing Obligations and Listing Requirements) Regulations, 2015. The Nomination & Remuneration Policy is enclosed as Annexure V.

20. Corporate Social Responsibility

As per section 135 of Companies Act, 2013, Company has constituted CSR Committee and also framed CSR policy. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report. Details about the CSR policy and initiatives taken by the Company on CSR during the year are available on our website https://www.bslltd.com. The Annual Report on our CSR activities is annexed to this report as Annexure VI.

21. Meetings

During the year four Board meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

22. Directors & Key Managerial Personnel

1. Change in Directors and Key Managerial Personnel

- In Accordance with the provisions of the Companies Act, 2013, Shri Ravi Jhunjhunwala retires by rotation and eligible for re-appointment.

- During the year, there is no change in Directors and Key Managerial Personnel of the Company.

2. Statement on Declaration given by Independent Directors

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Listing Requirements) Regulations, 2015.

3. Board Evaluation

In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Listing Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee and other committees. More detail on the same is given in the Corporate Governance Report.

23. Statutory Auditors

The Statutory Auditors of the Company M/s A.L. Chechani & Company, Chartered Accountants, Bhilwara, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment for 2016-17. There are no reservations, qualifications or adverse remarks contained in the Auditors'' Report attached to Balance Sheet as at 31^st March, 2016. Information referred in Auditors'' Report are self explanatory and don''t call for any further comments.

The Audit committee and the Board of Directors recommend the reappointment of M/s A.L. Chechani & Co., Chartered Accountants as Statutory Auditors of the Company for 2016-17.

24. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by the SEBI. The Report on Corporate Governance along with the Certificate of Auditors M/s A.L. Chechani & Co., Chartered Accountants, 17, Heera Panna Market, Pur Road, Bhilwara (Rajasthan) confirming compliance to conditions of Corporate Governance as stipulated under Regulation 34(3) of the SEBI (Listing Obligations and Listing Requirements) Regulations, 2015, form part of the Annual Report.

25. Particulars of Employees and related disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure VII.

Disclosures required in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure VIII.

26. Transfer to Investor Education and Protection Fund The Company has not transferred any sum during the financial year 2015-16 to the Investor Education and Protection Fund established by the Central Government, in compliance with section 125 of the Companies Act, 2013.

27. Appreciation

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

For and on behalf of the Board

(ARUN CHURIWAL)

CHAIRMAN &

Place : Noida (U.P.) MANAGING DIRECTOR

Date : 11^th May, 2016 DIN: 00001718

---

Mar 31, 2015

Dear Members,

The Board of Directors have pleasure to present the 44th Annual Report and Statement of Accounts for the financial year ended 31st March, 2015.

1. Financial Results

(Rs. in Crore)

particulars for the year ended

31.03.2015 31.03.2014

Turnover - a) Domestic 183.15 149.28

- b) Exports 197.54 380.69 189.62 338.90

Profit before interest 39.95 35.83

Depreciation & Tax

Less : Financial Expenses 14.38 16.68

Profit before Depreciation 25.57 19.15

& Tax

Less : Depreciation & 19.95 15.30

Amortisation

Profit before Tax 5.62 3.85

Taxation - Current year 1.19 1.08

- Deferred Tax (2.77) (0.59)

- Earlier Year's 0.01 -

Profit after Tax 7.19 3.36

2. operations

The division wise performance is as under:

(Rs. in Crore)

particulars for the year ended

31.03.2015 31.03.2014

Qty. Value Qty. Value

a) fabrics (Lac Mtrs.)

- Domestic 80.70 103.33 71.29 87.75

- Exports 97.83 182.77 94.43 163.68

total 178.53 286.10 165.72 251.43

b) Yarn ( MT)

- Domestic 2992 66.26 2566 49.45

- Exports 403 10.02 933 20.53

Total 3395 76.28 3499 69.98

c) Readymade Garments

- Domestic (No. of Pcs.) 52195 1.86 26464 1.09

d) Wind power

Generation (Lac Units) 30.10 1.18 28.86 1.13

e) Job Work 10.52 9.86

f) export Incentives 4.75 5.41

Grand Total 380.69 338.90

3. exports

The Company's Export turnover during the year was Rs. 197.54 Crores as against previous year Rs. 189.62 crores. During the year, Company again won Gold Trophy by Synthetic & Rayon Export Promotion Council for highest export of fabrics during 2013-14 to "Focus LAC" countries. The export of fabrics to Focus LAC countries during current year continues to be on increasing trend. Though the market in Middle East and Far East countries continues to be sluggish.

4. expansions

The Company has installed 8 Nos. Airjet Looms during the year. Further Company has planned for installing 8 Nos. Airjet Looms & 16 Picanol Looms during 2015-16. The latest high speed looms will increase productivity of fabrics.

The Company is also planning for installing processing machineries to improve the quality of Fabrics.

5. outlook for Company's Activities

In Exports, Company is exploring new markets in Africa, Australia, Europe, USA, Canada and other Latin American countries and increasing the volumes in existing markets.

In Domestic, Company is focusing on Retail markets and RMG/ Institutional segment.

6. Wind power project

The Company's Wind Power Projects at Jaisalmer had generated 60.39 Lac units during the year, as against 57.03 Lac units last year.

7. Dividend

Your Directors are pleased to recommend a dividend @ 12 % i.e. Rs. 1.20 per Equity Share of Rs. 10/- each for the year ended the 31st March, 2015. This will absorb an amount of Rs. 148.20 lacs (inclusive of distribution tax). A proposal for confirmation of the dividend for the year ended 31st March, 2015 will be placed before the shareholders at the ensuring Annual General Meeting.

8. Contribution to exchequer

Your Company has contributed an amount of Rs. 8.70 Crores as against previous year Rs. 6.56 Crores in terms of Taxes & Duties to the Exchequer.

9. extract of annual Return as per Sec 92 in form MGT 9

The details forming part of extract of Annual Return in Form No MGT 9 is enclosed in annexure I.

10. Secretarial audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s V. M. & Associates, Company Secretaries, Jaipur, to undertake the Secretarial Audit of the Company. The details forming part of Secretarial Audit Report for financial year 2014-15 in Form MR -3 is enclosed herewith as per annexure II. There are no reservations, qualifications, adverse remark or disclaimer contained in the Secretarial Audit Report.

11. Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31st March, 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note one of the notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a going concern basis;

e. that the internal financial controls were in place and that the internal financial controls were adequate and were operating effectively;

f. that the system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

12. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo

The Company has become one of few Companies in Rajasthan with zero liquid Discharge on land (ZLD). All liquid effluents are evaparated out by Multi Effect Evaporator (MEE).

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as 'annexure III'.

13. particulars of Loans given, Guarantees given, Investments made and Securities provided

The Company has not given any Loans, Guarantees, Investments and Securities covered under the provisions of section 186 of the Companies Act, 2013.

14. Contracts and Arrangements with Related parties

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, key managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. There are no material susbsidiary Companies as per clause 49(v) of the Listing Agreement.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at the web link as: https://www.bslltd.com.

Particulars of Related Parties contracts or arrangements under section 188 of the Companies Act, 2013 are given in Form AOC-2 and enclosed as per annexure IV.

15. Internal Control Systems

The Company has adequate Internal Control Systems, commensurate with the size, scale and complexity of its operations. The Internal Auditors monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of Internal Auditors, management undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

16. Human Resource Development

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. A significant effort has been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement. These efforts have led to a significant increase in manpower productivity. Efforts have also been made to design progressive and empower HR Policies and others welfare measures.

17. Vigil Mechanism/ Whistle Blower policy

The Company has a vigil Mechanism named Whistle Blower policy to deal with instance of fraud and mismanagement, if any. The Details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the Company's website at the web link as: https://www.bslltd.com.

18. Remuneration policy

The Board has, on recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters as per sec 178 & Clause 49 (IV)(B)(4) of Listing Agreement. The Nomination & Remuneration Policy is enclosed as annexure V.

19. Risk management

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of the Committee are set out in the Corporate Governance Report forming part of the Board's Report.

The Board has, also on recommendation of the Risk Management Committee framed a policy for risk management of the Company. The Details of the said policy, its development and implementation is stated in the Corporate Governance Report.

20. Corporate Social responsibility

As per section 135 of Companies Act, 2013, CSR Committee has been constituted and CSR policy has been framed although the said section is not applicable during current year. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

21. Meetings

During the year five Board meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

22. Directors & Key Managerial Personnel

1. Change in Directors and Key Managerial Personnel

* In Accordance with the provisions of the Companies Act, 2013 Shri Shekhar Agarwal retires by rotation and eligible for re-appointment.

* The Board of Directors had appointed Smt. Abhilasha Mimani as Additional Director of the Company in the category of Independent Directors with effect from 2nd August, 2014. Thereafter, at the Annual General Meeting held on 19th September, 2014, the members of the Company approved the said appointment as Independent Director under the Companies Act, 2013 for a period of 5 years.

* The Board of Directors had appointed Shri G. P. Singhal as additional Director of the Company in the category of Independent Directors with effect from 26th September, 2014 subject to approval of Shareholders in the ensuing Annual General Meeting.

* During the year, Shri Nivedan Churiwal, Joint Managing Director of the Company and Shri Praveen Jain, CFO & Company Secretary, of the Company were appointed as Key Managerial Personnel in term of Section 203 of Companies Act, 2013.

2. Statement on Declaration given by Independent Directors

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

3. Board Evaluation

In compliance with the Companies Act, 2013 and Clause 49 of Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee and other committees. More detail on the same is given in the Corporate Governance Report.

23. Statutory Auditors

The Statutory Auditors of the Company, M/s A.L. Chechani & Company, Chartered Accountants, Bhilwara, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment for 2015-16. There are no reservations, qualifications or adverse remarks contained in the Auditors' Report attached to Balance Sheet as at 31st March, 2015. Information referred in Auditors' Report are self explanatory and don't call for any further comments.

The Audit Committee and the Board of Directors recommend the reappointment of M/s A.L. Chechani & Co., Chartered Accountants as Statutory Auditors of the Company for 2015-16.

24. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by the SEBI. The Report on Corporate Governance along with the Certificate of Auditors M/s A.L. Chechani & Co., Chartered Accountants, 17, Heera Panna Market, Pur Road, Bhilwara (Rajasthan) confirming compliance to conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, form part of the Annual Report.

25. particulars of employees and related disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure VI.

Disclosures required in terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure VII.

26. Transfer to Investor education and protection Fund

The Company has transferred a sum of Rs.1.86 Lakh during the financial year 14-15 to the Investor Education and Protection Fund established by the Central Government, in compliance with section 125 of the Companies Act, 2013. The same amount represents unclaimed dividends which were lying with the company for a period of seven years from their respective due dates of payment.

27. Disclosure of relationships between Directors inter se [Clause 49(VUI)(E)(2)]

Shri Arun Churiwal, Chairman & Managing Director of the Company is father of Shri Nivedan Churiwal, Jt. Managing Director of the Company.

Shri Ravi Jhunjhunwala is Brother-in-law of Shri Shekhar Agarwal. Both are the Non-executive Directors of the Company.

28. appreciation

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

for and on behalf of the Board

(arun churiwal) chairman &

Place : Gulabpura, Dist. Bhilwara MANAGING DIRECTOR Date : 8th May, 2015 DIN: 00001718

---

Mar 31, 2014

Dear members,

The Board of Directors have pleasure to present the 43rd Annual Report and Statement of Accounts for the financial year ended 31st March, 2014.

1. FINANCIAL RESULTS

(Rs. in Crore) Particulars This Year Previous Year Turnover - a) Domestic 149.28 134.40 - b) Exports 189.62 338.90 161.53 295.93

Profit before interest and 35.83 33.10 Depreciation

Less : Financial Expenses 16.68 18.15

Profit before Depreciation 19.15 14.95

Less : Depreciation & Amortisation 15.30 14.68

Profit before Tax 3.85 0.27

Taxation - Current year 1.08 0.22 - Deferred Tax (0.59) (0.30)

Profit after Tax 3.36 0.35

2. OPERATIONS

The Division wise performance is as under :-

(Rs. in Crore) Particulars This Year Previous Year

Qty. Value Qty. Value

a) Fabrics (Lac Mtrs.) - Domestic 71.29 87.75 65.49 81.87 - Exports 94.43 163.68 80.63 134.62

Total 165.72 251.43 146.12 216.49

b) Yarn ( MT)

- Domestic 2565.66 49.45 2002.49 39.20

- Exports 933.33 20.53 1101.18 22.46

Total 3498.99 69.98 3103.67 61.66

c) Job Work

Job Fabric Processing 75.39 8.97 95.37 10.53 (Lac Mtrs.)

Top, Fibre and Yarn 117 0.30 238 0.56 Dyeing(MT)

Job Spinning (MT) 44 0.59 23 0.28

Total 9.86 11.37

d) Readymade Garments

- Domestic (No. of Pcs.) 26464 1.09 19756 0.85

e) Wind Power

Generation (Lac Units) 28.86 1.13 28.41 1.11

f) Export Incentives 5.41 4.45

Grand Total 338.90 295.93

3. EXPORTS

The Company''s Export turnover during the year was Rs. 189.62 Crores as against previous year Rs. 161.53 crores. During the year, Company was awarded Gold Trophy by Synthetic & Rayon Export Promotion Council for highest export of fabrics during 2012-13 to "Focus LAC" countries.

The export of fabrics to Focus LAC countries during current year continues to be on increasing trend particularly in Peru & Mexico. However the market in Middle East and Far East countries continues to be sluggish.

4. EXPANSIONS

The Company is installing 8 Nos. Airjet Looms during current year. The latest technology high speed looms will increase productivity of fabrics.

5. OUT LOOK FOR COMPANY''S ACTIVITIES

In Exports, Company is exploring new markets in Africa, Australia, Europe and other Latin American countries and increasing the volumes in existing markets. In Domestic, Company is focusing on Retail markets and RMG/Institutional segment. Company is also exploring new markets for sale of worsted yarn.

6. WIND POWER PROJECT

The Company''s Wind Power Projects at Jaisalmer had generated 57.03 Lac units during the year, as against 28.41 Lac units last year. The newly installed 2 MW Wind Power Project during previous year is running satisfactory.

7. DIVIDEND

Your Directors are pleased to recommend a dividend @ 10% i.e. Rs. 1.00 per Equity Share of Rs. 10/- each for the year ended the 31st March, 2014. This will absorb an amount of Rs. 120.41 lacs (inclusive of distribution tax). A proposal for confirmation of the dividend for the year ended 31st March, 2014 will be placed before the shareholders at the ensuing Annual General Meeting.

From the amount available for appropriation, Rs. 9.00 lacs is proposed to be transferred to General Reserve. The balance amount of Rs. 207.03 lacs has been carried over to next year.

8. CONTRIBUTION TO EXCHEQUER

Your Company has contributed an amount of Rs. 6.56 Crores in terms of Taxes & Duties to the Exchequer.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, your Directors Confirm:-

i) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

ii) 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 and of the profit or loss of the company for that period;

iii) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That they have prepared the Annual Accounts on a going concern basis.

10. PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

a) Energy Conservation, Technology Absorption, Foreign Exchange Earning & Outgo

Information required under section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy and technology absorption and foreign exchange earnings and outgo are given in Annexure-I of this report.

b) Particulars of Employees

There was no employee who was in receipt of remuneration in excess of the ceiling prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

11. INTERNAL CONTROL SYSTEMS

The company has adequate Internal Control Systems through Internal and Management Audit of all the units of the Company regularly conducted by Independent auditors.

12. HUMAN RESOURCE DEVELOPMENT

The Company''s relations with the employees and workers at all levels have been cordial. Regular orientation and development courses for various disciplines are conducted by in-house as well as outside experts. The company endeavors to care for all its employees by providing medical and welfare facilities way beyond its statutory requirements.

13. CORPORATE SOCIAL RESPONSIBILITY

The Company has upgraded classrooms of two Government Secondary Schools at Village Antali and Motras Dist. Bhilwara during the year for providing better education facilities to students.

The Company has been regularly organizing Blood donation camp of its employees. This year 211 units were collected and donated to BSL Blood Bank at Bhilwara Hospital. The Company also organizes Annual Fair on the occasion of Janmasthmi, in which about one lac people of Bhilwara city and nearby villages participates with active interest. This function is being organized since last so many years.

14. DIRECTORS

a) Shri Ravi Jhunjhunwala retire by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

b) During the year, Shri M.K. Doogar has resigned from the Board. Board expresses its sincere gratitude to Shri M.K. Doogar for his valuable services rendered during his tenure as Director.

c) Shri Nivedan Churiwal, Executive Director is being elevated as Joint Managing Director on existing terms & conditions of his appointment subject to approval of members in ensuing Annual General Meeting.

d) In accordance with the requirements of section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Shri A.N. Choudhary, and Shri Sushil Jhunjhunwala as independent Directors for a term of five(5) consequtive years up to the Annual General Meeting of the calendar year 2019. Details of the proposal for appointment of Shri A.N. Choudhary and Shri Sushil Jhunjhunwala are mentioned in the Explanatory statement under section 102 of the Companies Act, 2013 of the Notice of the Annual General Meeting.

15. STATUTORY AUDITORS

The Statutory Auditors of the company M/s A.L. Chechani & Company, Chartered Accountants, Bhilwara, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. There are no reservations, qualifications or adverse remarks contained in the Auditors'' Report attached to Balance Sheet as at 31st March, 2014. Informations referred in Auditors'' Report are self explanatory and don''t call for any further comments. The Audit committee and the Board of Directors recommend the reappointment of M/s A.L. Chechani & Co., Chartered Accountants as Statutory Auditors of the company.

16. CORPORATE GOVERNANCE

Report on Corporate Governance along with the Certificate of Auditors M/s A.L. Chechani & Co., Chartered Accountants, 17, Heera Panna Market, Pur Road, Bhilwara (Rajasthan) confirming compliance to conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, form part of the Annual Report.

17. APPRECIATION

The Board records its grateful appreciation for the sincere cooperation and valuable guidance from Financial Institutions, Banks and Central and State Government Authorities.

For and on behalf of the Board (ARUN CHURIWAL) CHAIRMAN & Place : Noida (U.P.) MANAGING DIRECTOR Date : 23rd April, 2014 DIN: 00001718

---

Mar 31, 2013

To The Members,

The Board of Directors have pleasure to present the 42nd Annual Report and Statement of Accounts for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

(Rs.in Crore)

Particulars This Year Previous Year

Total Turnover - a) Domestic 134.40 136.10

-b) Exports 161.53 295.93 169.43 305.53

Profit before interest and 33.10 32.99

Depreciation

Less: Financial Expenses 18.15 18.60

Profit before Depreciation 14.95 14.39

Less: Depreciation & 14.68 13.75

Amortisation

Profit before Tax 0.64

Taxation - Current year 0.22 0.28

- Deferred Tax (0.30) 0.23

Profit after Tax 0.35 0.13

2. OPERATIONS

The Division wise performance is as under :-

Value (Rs. in Crore)

Particulars This Year Previous Year Qty. Value Qty. Value

a) Fabrics (Lac Mtrs.)

-Domestic 65.49 81.87 57.18 72.85

- Exports 80.63 134.62 98.62 159.55

Total 146.12 216.49 155.80 232.40

b) Yarn (MT)

- Domestic 2002.49 39.20 2512.59 49.51

- Exports 1101.18 22.46 379.56 7.03

Total 3103.67 61.66 2892.15 56.54

c) Job Work

Job Fabric Processing 95.37 10.53 89.75 10.27

(Lac Mtrs.)

Top, Fibre and Yarn 238 0.56 225 0.53

Dyeing (MT)

Job Spinning (MT) 23 0.28 45 0.85

Total 11.37 11.65

d) Readymade Garments

- Domestic (No. of Pes.) 19756 0.85 34318 0.91

e) Wind Power

Generation (Lac Units) 28.41 1.11 30.59 1.18

f) Export Incentives 4.45 2.85

Grand Total 295.93 305.53

3. EXPORTS

The Company''s Export turnover during the year was Rs.161.53 Crores. The political environment in Middle East countries continues to be disturbed during current year also resulting in lower volumes. Also bad economic situation of European countries have affected poly-wool fabric exports. However the export of Vortex yarn during the year is higher as compared to previous year.

4. EXPANSIONS

The Company has installed 2.00 MW Wind Power Generator at Jaisalmer for captive use. The project has started Commercial generation effective from 31st March, 2013. This will result in reduction of power cost of the Company during coming years.

5. OUT LOOK FOR COMPANY''S ACTIVITIES

In Exports, Company is focusing more on exploring New markets and for strategic tie ups with Leading Retail chain stores globally and enhancing the volumes in Existing markets. In Domestic market, Company is focusing on RMG Sector and strengthening of Net work and developing new Areas.

6. WIND POWER PROJECT

The Company''s Wind Power Projects at Jaisalmer had generated 28.41 Lac units during the year, as against 30.59 Lac units last year.

7. DIVIDEND

The Board of Directors have not recommend any dividend during the year.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors Confirm :-

i) That in the preparation of the Annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

ii) 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 and of the profit or loss of the company for that period;

iii) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That they have prepared the Annual Accounts on a going concern basis.

9. PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

a) Energy Conservation, Technology Absorption, Foreign Exchange Earning & Outgo

As required by Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy and technology absorption and foreign exchange earnings and outgo are given in Annexure-I of this report.

b) Particulars of Employees

There was no employee who was in receipt of remuneration in excess of the ceiling prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

10. INTERNAL CONTROL SYSTEMS

The company has adequate Internal Control Systems through Internal and Management Audit of all the units of the Company regularly conducted by Independent auditors.

11. HUMAN RESOURCE DEVELOPMENT

The Company''s relations with the employees and workers at all levels have been cordial. Regular orientation and development courses for various disciplines are conducted by in-house as well as outside experts. The company endeavors to care for all its employees by providing medical and welfare facilities way beyond its statutory requirements.

12. CORPORATE SOCIAL RESPONSIBILITY

The Company has been organizing Blood donation camp of its employees since last so many years. This year 155 units were collected and donated to BSL Blood Bank at local Hospital.

The Company also organizes Annual Fair on the occasion of Janmasthmi, in which about one lac residents of Bhilwara city and nearby villages participates with active interest. This function is being organized since last 21 years.

13. DIRECTORS

Shri Sushil Jhunjhunwala and Shri Salil Bhandari retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment.

14. AUDITORS

M/s A.L. Chechani & Company will cease to hold office as Auditors of the Company in the ensuring Annual General Meeting and are eligible for reappointment.

15. APPRECIATION

The Board records its grateful appreciation for the sincere co- operation and valuable guidance from Financial Institutions, Banks and Central and State Government Authorities.

For and on behalf of the Board

Place : Noida, (U.P.) (ARUN CHURIWAL)

Date : Wednesday,

1st May, 2013 CHAIRMAN & MANAGING DIRECTOR

DIN: 00001718

---

Mar 31, 2012

The Board of Directors have pleasure to present the 41st Annual Report and Statement of Accounts for the year ended 31st March, 2012.

1) FINANCIAL RESULTS

(Rs. in Crore)

particulars This Year Previous Year

Total Turnover -

a) Domestic 136.10 115.95

b) Exports 169.43 305.53 155.83 271.78

Profit before Interest and 32.99 35.53 Depreciation

Less : Financial Expenses 18.60 13.32

Profit before Depreciation 14.39 22.21

Less : Depreciation & 13.75 12.70 Amortization Expense

Profit before Tax 0.64 9.51

Taxation - Current year 0.28 2.07

- Deferred Tax 0.23 1.78

Profit after Tax 0.13 5.66



2) OPERATIONS

The Division wise performance is as under :-

Value (Rs. in Crore)

particulars This Year Previous Year

Qty. value Qty. Value

a) Fabrics (Lac Mtrs.)

- Domestic 57.18 72.85 65.38 75.05

- Exports 98.62 159.55 112.40 149.68

Total 155.80 232.40 177.78 224.73

b) Yarn (MT)

- Domestic 2512.59 49.51 1381.61 27.23

- Exports 379.56 7.03 203.92 4.24

Total 2892.15 56.54 1585.53 31.47

c) Job Work

Job Fabric Processing 89.75 10.27 80.40 9.10 (Lac Mtrs.)

Top, Fibre and Yarn 225 0.53 177 0.48 Dyeing (MT)

Job Spinning (MT) 45 0.85 177 1.61

Total 11.65 11.19



particulars This Year Previous Year

Qty. value Qty. Value

d) Readymade Garments

-Domestic (No. of Pcs.) 34318 0.91 40376 1.31

- Exports - - - 0.03

Total 0.91 1.34 e) Wind power

Generation (Lac Units) 30.59 1.18 30.94 1.17

f) Export Incentives 2.85 1.88

Grand Total 305.53 271.78

3) EXPORTS

The Company's Export turnover during the year was Rs. 169.43 Crores. Due to political disturbance in Middle East countries, the volumes in those areas have affected. However due to growth in other markets, overall Export volumes have been maintained.

4) EXPANSIONS

The Company has installed 20 Toyota Airjet Weaving Machines imported from Japan. The Machines have started commercial production from 1st January, 2012. The installation of these looms will increase own production resulting lower dependence on outside job weaving.

5) OUT LOOK FOR COMPANY'S ACTIVITIES

In Exports, Company is focusing more on exploring new markets and enhancing the volumes in existing markets. The Company is also exploring New markets for Vortex yarn. In Domestic market, company is focusing on RMG Sector and strengthening of Net work.

6) WIND POWER PROJECT

The Company's Wind Power Project at Jaisalmer had generated 30.59 Lac units during the year, as against 30.94 Lac units last year.

7) DIVIDEND

The Board of Directors have not recommend any dividend during the year.

8) DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors Confirm :-

i) That in the preparation of the Annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

ii) 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 and of the profit or loss of the company for that period;

iii) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That they have prepared the Annual Accounts on a going concern basis.

9) PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

a) Energy Conservation, Technology Absorption, Foreign Exchange Earning & Outgo

As required by Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy and technology absorption and foreign exchange earnings and outgo are given in Annexure-I of this report.

b) Particulars of Employees

There was no employee who was in receipt of remuneration in excess of the ceiling prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

10) INTERNAL CONTROL SYSTEMS

The company has adequate Internal Control Systems through Internal and Management Audit of all the units of the Company regularly conducted by Independent auditors.

11) HUMAN RESOURCE DEVELOPMENT

The Company's relations with the employees and workers at all levels have been cordial. Regular orientation and development courses for various disciplines are conducted by in-house as well as outside experts. The company endeavors to care for all its employees by providing medical and welfare facilities way beyond its statutory requirements.

12) CORPORATE SOCIAL RESPONSIBILITY

The Company has been organizing Blood donation camp of its employees since last Eight years. This year 151 units were collected and donated to Blood Bank at local Hospital.

The Company also organizes Annual Fair on the occasion of Janmasthmi, in which about one lac residents of Bhilwara city and nearby villages participates with active interest. This function is being organized since last 20 years.

13) DIRECTORS

Shri Ravi Jhunjhunwala and Shri Shekhar Agarwal retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment.

Shri S. K. Churiwala resigned from the Board during the year. The Board expresses its sincere gratitude for his valuable contribution during his tenure as Director of the Company.

Shri M. K. Doogar was Co-opted as Additional Director w.e.f. 4th May, 2012 till conclusion of next Annual General Meeting.

14) AUDITORS

M/s A.L. Chechani & Company will cease to hold office as Auditors of the Company in the ensuring Annual General Meeting and are eligible for reappointment.

15) APPRECIATION

The Board records its grateful appreciation for the sincere co- operation and valuable guidance from Financial Institutions, Banks and Central and State Government Authorities.

For and on behalf of the Board

Place : Noida, U.P (ARUN CHURIWAL)

Date : 4th May, 2012 CHAIRMAN & MANAGING DIRECTOR

DIN : 00001718

---

Mar 31, 2011

To The Members,

The Board of Directors have pleasure to present the 40th Annual Report and Statement of Accounts for the year ended 31st March, 2011.

1) FINANCIAL RESULTS (Rs. in Crore)

Particulars This Previous Year Year

Total Turnover

a) Domestic 115.95 95.11

b) Exports 155.83 271.78 122.91 218.02

Profit before interest and 34.84 29.55 Depreciation

Less : Interest (Net) 12.63 11.03

Profit before Depreciation 22.21 18.52

Less: Depreciation 12.70 12.38

Profit before Tax 9.51 6.14

Taxation - Current year 2.07 1.21

- Deferred Tax 1.78 1.23

- Earlier years - (0.09)

Profit after Tax 5.66 3.79

2) OPERATIONS

The Division wise performance is as under :-

Value (Rs. in Crore)

This Year Previous Year Particulars Qty. Value Qty. Value

a) Fabrics (Lac Mtrs.)

- Domestic 65.32 75.05 59.13 65.72

- Exports 112.40 149.68 99.29 121.21

Total 177.72 224.73 158.42 186.93

b) Yarn(MT)

- Domestic 1381.61 27.23 920.60 14.94

- Exports 203.92 4.24 25.68 0.50

Total 1585.53 31.47 946.28 15.44

c) Job Work

Job Fabric Processing 80.40 9.10 94.35 10.64 (Lac Mtrs.)

Top, Fibre and Yarn 177 0.48 108 0.26

Dyeing (MT)

Job Spinning (MT) 177 1.61 93 1.04

Total 11.19 11.94

d) Readymade Garments

- Domestic 40376 1.31 33889 1.20 (No. of Pes.)

- Exports - 0.03 - 0.16

Total 1.34 1.36

e) Wind Power

Generation (Lac Units) 30.94 1.17 35.06 1.30

f) Export Incentives 1.88 1.05

Grand Total 271.78 218.02

3) EXPORTS

The Company's Export turnover during the year was Rs. 155.83 Crores. During the year, the export performance of the company was satisfactory and Company has been able to increase its volume and per meter price realization resulting into higher profitability during the year.

4) EXPANSIONS

A) WEAVING

The Company has installed 12 new Weaving Machines of Picanol, Belgium. The Machines have started giving value added products from 1s' September, 2010.

B) NEW TECHNOLOGY IN SPINNING

In the Spinning Department, the Company has introduced new generation of Technology from Japan. The Vortex Spinning is producing better quality of yarn.

5) OUT LOOK FOR COMPANY'S ACTIVITIES

The Company is focusing more on Exports markets by getting better price realisation and developing new products and exploring new markets in various continents for Fabric and Yarn businesses. New Domestic markets are also being explored as well as Institutional Sales.

6) NEW EXPANSION PLANS

In the Current Year, the Company plans to install 20 Toyota Airjet Weaving Machines, and is modernising its weaving and processing divisions. It also plans to double its Vortex Spinning capacity. The Total Capital Expenditure will be Rs.40.00 Crores. The Expansions will be funded through Term Loans and Internal Accruals.

These Expansions will improve overall profitability of the Company.

7) WIND POWER PROJECT

The Company's Wind Power Project at Jaisalmer had generated 30.94 Lac units during the year, as against 35.06 Lac units last year.

8) DIVIDEND

The Company has paid an Interim dividend of 7.50% (Rs. 0.75 per Equity share) during the year. The directors are pleased to recommend a final dividend of 7.50% (Rs. 0.75 per Equity share). Thus the aggregate dividend for the financial year 2010-11 works out to 15 % (Rs 1.50 per Equity share), and total payout will be Rs.179.72 lac , including dividend distribution tax of Rs. 25.34 lac.

9) DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors Confirm :-

i) That in the preparation of the Annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

ii) 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 and of the profit or loss of the company for that period;

iii) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That they have prepared the Annual Accounts on a going concern basis. .

10) PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

a) Energy Conservation, Technology Absorption, Foreign Exchange Earning & Outgo

As required by Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy and technology absorption and foreign exchange earnings and outgo are given in Annexure-I of this report.

b) Particulars of Employees

There was no employee who was in receipt of remuneration in excess of the ceiling prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

11) INTERNAL CONTROL SYSTEMS

The company has adequate Internal Control Systems through Internal and Management Audit of all the units of the Company regularly conducted by independent auditors.

12) HUMAN RESOURCE DEVELOPMENT

The Company's relations with the employees and workers at all levels have been cordial. Regular orientation and development courses for various disciplines are conducted by in-house as well as outside experts. The company endeavors to care for all its employees by providing medical and welfare facilities way beyond its statutory requirements.

13) DIRECTORS

Shri Salil Bhandari and Shri A. N. Choudhary retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

14) AUDITORS

M/s A.L. Chechani & Company will cease to hold office as Auditors of the Company in the ensuring Annual General Meeting and are eligible for re-appointment.

15) APPRECIATION

The Board records its grateful appreciation for the sincere co-operation and valuable guidance from Financial Institutions, Banks and Central and State Government Authorities.

For and on behalf of the Board Place : Noida, U.P (ARUN CHURIWAL)

Date : 28th April, 2011 CHAIRMAN & MANAGING DIRECTOR

DIN : 00001718

---

Mar 31, 2010

The Board of Directors have pleasure to present the 39th Annual Report and Statement of Accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS (Rs. in Crore)

Particulars This Previous

Year Year

Total Turnover

a) Domestic 95.11 77.73

b) Exports 122.91 218.02 110.44 188.17

Profit before interest and

Depreciation 29.55 22.53

Less : Interest (Net) 11.03 12.64

Profit before Depreciation 18.52 9.89

Less : Depreciation 12.38 9.64

Profit before Tax 6.14 0.25

Taxation - Current year 1.21 -

- Deferred Tax 1.23 0.07

- Fringe Benefit Tax - 0.21

- Earlier years (0.09) (0.08)

Profit after Tax 3.79 0.05

2. OPERATIONS

The division wise performance is as under:

Value (Rs. in Crore)

This Year Previous Year

Particulars Qty. Value Qty. Value

a) Fabric (Lac Mtrs.)

- Domestic 59.13 65.72 61.75 65.09

- Exports 99.29 121.21 93.18 108.67

Total 158.42 186.93 154.93 173.76

b) Yarn(MT)

- Domestic 920.60 14.94 657.10 9.25

- Exports 25.68 0.50 55.45 1.16

Total 946.28 15.44 712.55 10.41

c) fob Work

Job Fabric Processing

(Lac Mtrs.) 94.35 10.64 - -

Top, Fibre and Yarn

Dyeing (MT) 108 0.26 - -

Job Spinning (MT) 93 1.04 113 1.01

Total 11.94 1.01



(Rs. in Crore)

This Year Previous Year

Particulars Qty. Value Qty. Value

d) Readymade Garments

- Domestic (No. of Pes.) 33889 1.20 33015 1.05

- Exports - 0.16 0.13

Total 1.36 1.18

e) Wind Power

Generation (Lac Units) 35.06 1.30 36.69 1.34

f) Export Incentives 1.05 0.47

Grand Total 218.02 188.17



3. EXPORTS

The Companys Export turnover during the year was Rs. 122.91 Crores. Despite global recessionary conditions, Company has been able to increase its volume and per meter price realization resulting into higher profitability during the year.

4) OUT LOOK FOR COMPANYS ACTIVITIES

The Company is focusing more on Institutional Domestic sales as it is now a Composite Textile Mill. In export markets, Company plans to increase volumes by entering into new markets of Eastern Europe and Africa.

5) AMALGAMATION OF BHILWARA PROCESSORS LTD. WITH THE COMPANY

The Honble High Court, Jodhpur vide its order dated 27th January, 2010 approved the Scheme of Amalgamation of Bhilwara Processors Limited with the Company w.e.f. 1 st April, 2009. The Company therefore issued 29,57,469 Equity shares to the shareholders of Bhilwara Processors Limited as per scheme. After Amalgamation, Company will now use its resources more economically resulting into higher profitability for combined entity. The Company has also obtained status of Composite Mill from the Office of Textile Commissioner.

6) EXPANSION PLANS

a) During the Current Year, Company is planning to install 12 Nos. new Picanol Weaving Machines and replacing some machines in its processing division. The total capital expenditure will be Rs.11.00 Crores (aprox)

b) The Company is also planning to install 400 Spindles of Vortex Synthetic Spinning to be imported from Japan for production of Grey yarn at total capital cost of Rs.22.00 Crores. Both the Expansions will be funded through term loans and internal accruals.

The above expansions will improve turnover and overall profitability of the Company.

7) WIND POWER PROJECT

The Companys Wind Power Project at Jaisalmer had generated 35.06 Lac units during the year, as against 36.69 Lac units last year.

8) DIVIDEND

The Board of Directors recommend a dividend @ 7.50% on the Equity shares of the Company.

9) DIRECTORS RESPONSIBILITY STATEMENT

Your Directors Confirm :-

i) That in the preparation of the Annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

ii) That they 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 at the end of the financial year and of the profit or loss of the company for that period;

iii) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That they have prepared the Annual accounts on a going concern basis.

10) PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

a) Energy Conservation, Technology Absorption, Foreign Exchange Earning & Outgo

As required by Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy and technology absorption and foreign exchange earnings and outgo are given in Annexure-I of this report.

b) Particulars of Employees

The information of employees getting salary in excess of the limits as prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, who were employed throughout or for part of the financial year under review is given as Annexure-ll forming part of this report.

11) INTERNAL CONTROL SYSTEMS

The company has adequate Internal Control Systems through Internal and Management Audit of all the units of the Company regularly conducted by independent auditors.

12) HUMAN RESOURCE DEVELOPMENT

Companys relations with the employees and workers at all levels have been cordial. Regular orientation and development courses for various disciplines are conducted by in house as well as outside experts. The company endeavors to care for all its employees by providing medical and welfare facilities way beyond its statutory requirements.

13) DIRECTORS

Shri Sushil Jhunjhunwala and Shri Shekhar Agarwal retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

14) AUDITORS

M/s A.L Chechani & Company will cease to hold office as Auditors of the Company in the ensuring Annual General Meeting and are eligible for re-appointment.

15) APPRECIATION

The Board records its grateful appreciation for the sincere co- operation and valuable guidance from Financial Institutions, Banks and Central and State Government Authorities.

For and on behalf of the Board

(ARUN CHURIWAL)

Place : Noida Chairman & Managing Director

Date : 29th April, 2010 DIN : 00001718