Directors Report of Cheviot Company Ltd.

Mar 31, 2025

Your directors are pleased to present their report and the audited financial statements for the year ended 31st March, 2025.

1. FINANCIAL HIGHLIGHTS

Particulars	For the year ended 31st March, 2025	For the year ended 31st March, 2024
Revenue from operations	43,942.61	46,280.30
Operating profit after depreciation and amortisation	4,608.43	3,990.33
Add: Other income	2,901.94	4,500.03
Profit before tax	7,510.37	8,490.36
Less: Tax expense	1,736.18	1,550.98
Profit for the year	5,774.19	6,939.38

2. DIVIDEND

The Board of Directors have recommended a final dividend of ? 5/- per ordinary share on 58,41,875 ordinary shares of
face value of ? 10/- each (50%), amounting to ? 292.09 for the year ended 31st March, 2025 (P.Y. ? 5/- per ordinary shares
on 60,16,875 ordinary shares of face value of ? 10/- each (50%), amounting to ? 300.84) payable to those members whose
name shall appear in the Register of Members or Register of Beneficial Owners maintained by the depositories, as on
Thursday, 31st July, 2025 (Record Date), subject to approval of the members at the ensuing annual general meeting of
the Company. The resolution to declare dividend is set out at Agenda Item No. 2 of the Notice convening the 127th annual
general meeting.

3. TRANSFER TO RESERVE

Your directors do not propose to transfer any amount to the reserves out of current year profits.

4. NATURE OF BUSINESS AND STATE OF COMPANY''S AFFAIRS

The Company is engaged in manufacturing and sale of Jute products. There has been no change in the nature of business
of the Company during the year under review. Revenue from operations, profitability and earnings per share show under
noted position during the year under review compared to previous year:

Particulars	For the year ended 31st March, 2025	For the year ended 31st March, 2024
Revenue from operations	43,942.61	46,280.30
Export sales (C.I.F. value)	18,961.06	14,776.02
Operating profit	4,608.43	3,990.33
Other income	2,901.94	4,500.03
Profit before tax	7,510.37	8,490.36
Tax expense	1,736.18	1,550.98
Profit for the year	5,774.19	6,939.38
Earnings per share (EPS) of face value of ? 10/- (In ?)	98.08	115.33

Domestic demand was subdued and as a result capacity utilisation across the Jute Industry was lower during the year
under review. Government orders continued to be a key support for the Industry. Export markets recovered during the
year under review and your Company was able to increase export sales by more than 25% (twenty-five percent).

Despite a decrease in production as compared to the previous year, the overall operating margins and operating profit for
the current year showed a significant increase.

Other income largely comprises of gains on investments sold or measured at fair value through profit or loss as per
Ind AS-109, that depends on return from Indian stock market which has been volatile for some time. Accordingly, the
bottom line was lower compared to previous year.

5. MANAGEMENT DISCUSSION AND ANALYSIS

a) Industry structure and developments

The Jute Industry faced a major drop in demand for food grain and sugar packaging bags during the year under review.
Many jute mills had to cut operational shifts and working hours, which led to job losses and financial burden across the
sector. The situation started to improve towards the end of the year under review, the effect of which shall be visible in
current year.

The Government raised the minimum support price (MSP) for raw jute from ? 5,335/- per quintal for the 2024-25 season
to ? 5,650/- per quintal for the 2025-26 season. This price hike is aimed to ensure farmers receive a fair return on their
produce. Although the crop for 2024-25 season was lower compared to previous season, availability of raw jute fibre
was at abundance due to carry over stock and lower demand.

The Jute Packaging Materials (Compulsory Use in Packing Commodities) Act, 1987 ("JPM Act") provides for the compulsory
use of jute packaging material in the supply and distribution of certain commodities. Under the provisions of JPM Act, the
Central Government has mandated packaging of 100% foodgrains and 20% sugar in jute bags. The non implementation of
this JPM Act by the Sugar Industry is a cause of concern.

The Government of India has implemented the new price formula for Government orders of Jute sacks, benefits of which are
flowing to the Jute Industry.

b) Opportunities and threats
Opportunities

• Environmental friendly bio-degradable characteristics of jute fibre will prevail over other packing materials like
plastic and synthetic fibers in the long run;

• New biochemical treatments and fiber processing technologies are enhancing Jute''s strength, durability and versatility;

• Increase in use of jute shopping bags, floor coverings, jute geo-textile products provides opportunity to boost
demand of jute goods;

• Sustainability and environment issues will prevail.

Threats

• Raw jute crop is highly volatile and depend largely on weather conditions;

• Farmers shifting to cereal crop cultivation for higher returns causing a decline in the overall area under Jute cultivation;

• Shortage of workers for the Jute Industry is a concern;

• International markets remain uncertain.

c) Segment-wise or product-wise performance

The Company is engaged in a single business segment i e. manufacturing and sale of jute goods. Hence, disclosure
requirement as required by IND AS - 108 are not applicable in respect of business segment.

However the geographical segments considered for disclosure are as under-

Particulars	For the year ended 31st March, 2025			For the year ended 31st March, 2024
	Within India	Outside India	Total	Within India	Outside India	Total
Revenue 1	24,566.59	18,961.06	43,527.65	31,179.42	14,776.02	45,955.44
Non-current assets other than financial instruments 2	23,452.69	-	23,452.69	21,043.80	-	21,043.80

d) Outlook

Fortune of Jute Industry largely depend on steady demand and optimum utilisation of capacity. Your Company has
adequate capacity and flexibility to cater to the requirement from both domestic and overseas markets. We are looking
forward to Government procurement to help generate demand for jute bags in the domestic market. Meanwhile, we
continue to explore and reach out to overseas markets to offer diversified jute products. The outlook for the current
year appears to be stable.

e) Risks and concerns

The significant areas of risk and concern for the Jute Industry are:

• Area under jute cultivation is gradually shrinking as the farmers are utilising their land for cultivating cereal crops
using modern farming techniques;

• Shortage of skilled Jute mill workers and lack of new generation incumbents in Jute Mills;

• Lack of research, promotion and awareness campaigns for the Jute Industry;

• Growth in the unorganised sector, which is leading to unequal competition. These units are also getting a share of
the Government orders at the cost of organised units like our Company. Major expansion in this sector is underway.

f) Internal control systems and their adequacy

The Board of Directors have designed and implemented various policies and procedures to strengthen the internal
control system to ensure orderly and efficient recording and generation of reliable financial and operational information,
safeguarding of assets from unauthorised use or losses, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records, timely preparation of reliable financial information and ensuring compliance
with corporate policies and applicable laws.

The Company maintains robust internal control systems in accordance with the size and complexity of its operations.
The audit committee evaluates the internal control system periodically. During the year under review, no fraud was
detected by the auditors. Internal audit findings and recommendations were presented to the audit committee and
necessary remedial measures were implemented promptly.

The Company has, in all material respects, an adequate internal financial controls system over financial reporting and
such internal financial controls with reference to financial statements were operating effectively as at 31st March, 2025,
based on the essential components of internal controls over financial reporting criteria established by the Company.

g) Material developments in human resource/industrial relations front, including number of people employed

Industrial relations remained cordial during the year under review. There is shortage of new entrants in the Jute
Industry. Wages are paid as per latest Tripartite Agreement. During the year under review, the Company voluntarily
surrendered the exemption granted to the establishment under Section 17(1)(a) of the Employees'' Provident Funds &
Miscellaneous Provisions Act, 1952 and continue to operate as an un-exempted establishment w.e.f. 1st January, 2025.
The Company continues to impart in-house training to new entrants to bring about all-round improvement in their
working knowledge and skills. The Company also continues its various staff welfare schemes. The Company had 3,912
employees on rolls as on 31st March, 2025.

h) Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year)
in key financial ratios, along with detailed explanations thereof

Particulars	For the year ended 31st March, 2025	For the year ended 31st March, 2024	% Change
Interest coverage ratio (in times)	325.10	527.46	(38.36)%
Debt-equity ratio (in times)	0.01	0.02	(50.00)%

Decrease in other income impacted the EBITA causing the interest coverage ratio to decline compared to previous year.
Lower borrowings has improved the debt-equity ratio. There was no significant change in other key financial ratios.
Please refer to Note 54 to the financial statements for the financial year ended 31st March, 2025 for more details on
Financial Ratios.

i) Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a
detailed explanation thereof

Particulars	For the year ended 31st March, 2025	For the year ended 31st March, 2024
Return on Net Worth	11.64%	14.86%

The decrease in other income compared to previous year has impacted the Return on Net Worth.

j) Discussion on financial performance with respect to operational performance

The following are the significant areas of financial performance:

Particulars	For the year ended 31st March, 2025	For the year ended 31st March, 2024	% Increase (Decrease)
Revenue from operations	43,942.61	46,280.30	(5.05)%
C.I.F. value of export sales	18,961.06	14,776.02	28.32%
Finance cost	33.45	36.76	(9.00)%
Inventories	12,295.80	10,664.13	15.30%
Purchase of property, plant and equipment, other intangible assets and investment property (including changes in capital work-in-progress, capital advances/creditors)	1,720.28	914.79	88.05%

Sluggish domestic demand affected the overall revenue from operations inspite of the improved overseas sales, both
in terms of quantity and realisation, witnessed during the year under review. Interest pay-out was less as compared to
the previous year.

Capex was substantially higher compared to previous year due to capacity addition through installation of shutterless
looms and setting up a 2,274.48 kWp rooftop solar power plant for captive consumption.

Other financial and operational parameters remained stable during the year under review.

k) Cautionary statement

Certain statements made in this report may be forward looking in the form of expectation or assumption of future
events based on the prevailing situation. There remains a possibility that the actual results may differ from those
expressed or implied in the statements depending on the circumstances.

6. SHARE CAPITAL

The Company has one class of issued share i.e. ordinary share of face value of ? 10/- each.

During the year under review, your Company completed Buy-Back of 1,75,000 fully paid up Ordinary Shares of ? 10/- each
(representing 2.91% of the total number of Ordinary Share capital of the Company as at 31st March, 2024 at a Buy Back
price of ? 1,800/- per ordinary share aggregating to ? 3,150.00 (Rupees Thirty One Crores Fifty Lakhs only) from all the
eligible members of the Company holding shares as on the Record Date (Friday, 14th June, 2024), on a proportionate
basis, through the "Tender Offer" route in accordance with the provisions of Section 68 of the Companies Act, 2013 read
with Rules made thereunder and the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018.
The 1,75,000 ordinary shares bought back in dematerialised form were cancelled/extinguished in July, 2024.

The issued, subscribed and fully paid up ordinary share capital of the Company as at 31st March, 2025 stood at ? 584.54
consisting of 58,41,875 fully paid up ordinary shares of ? 10/- each (including ? 0.35 being the amount originally paid up
on 7,000 ordinary shares not fully paid-up and forfeited).

The shares of Cheviot Company Limited are listed on BSE Limited and National Stock Exchange of India Limited.
The Company has paid the Annual Listing Fees for the financial year 2025-26 to the stock exchanges. The shares of
the Company are tradeable in dematerialised form and can be held in electronic form with any depositories under
ISIN: INE974B01016.

During the year under review, the Company has neither issued shares with differential rights as to dividend, voting or
otherwise nor issued shares (including sweat equity shares) to employees of the Company under any scheme.

7. CORPORATE GOVERNANCE

In terms of Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate report on corporate governance together with a certificate from
M/s Rahul Srivastava & Co., a firm of practising company secretaries, confirming compliance thereof is given in Annexure-I
forming part of this report.

8. ANNUAL RETURN

The Annual Return under Section 92 of the Companies Act, 2013 has been placed on the website of the Company and can
be accessed from the web-link: https://www.cheviotgroup.com/investors/.

9. NUMBER OF MEETINGS OF THE BOARD

During the year under review, 4 (four) meetings of the Board of Directors were held on 24th May, 2024, 8th August, 2024,
8th November, 2024 and 13th February, 2025. The maximum gap between two meetings was less than one hundred
and twenty days. The quorum was present at every meeting. Facility to participate in Board Meetings through video
conferencing/other audio-visual means (VC/OAVM) was made available for the directors.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the directors hereby
state to the best of their knowledge and belief that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made 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 of the Company for that period;

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

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

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

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

11. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS

In compliance with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the nomination and remuneration committee had followed
the laid down criteria for identification of persons who are eligible to hold the office of director, key managerial personnel
and senior management of the Company including determination of qualifications, positive attributes and independence
of the person and their remuneration and other matters provided under Section 178 of the Companies Act, 2013. The
nomination and remuneration committee has affirmed that the remuneration paid to directors, key managerial personnel
and senior management are in accordance with the remuneration policy of the Company.

The remuneration policy and criteria for determining qualifications, positive attributes and independence of a director
are available on the website of the Company at https://www.cheviotgroup.com/investors/.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of investments made by the Company have been disclosed in Note 9 and Note 14 to the financial statements
for the financial year ended 31st March, 2025. The Company has not given any loan or guarantee during the year.

13. SECRETARIAL STANDARDS

During the year under review, the Company had complied with the applicable Secretarial Standards viz. SS-1"Secretarial
Standard on Meetings of the Board of Directors"and SS-2 "Secretarial Standard on General Meetings", issued by The
Institute of Company Secretaries of India.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Board of Directors have formulated a policy on materiality of related party transactions and on dealing with related
party transactions which has been disclosed on the website of the Company.

There was no material related party transaction or material modification(s) in related party transactions entered into by
the Company with its promoters, directors, key managerial personnel or other related parties which may have potential
conflict with the interest of the Company at large or which warrants the approval of the members. There was no contract
or arrangement entered during the year under review which is reportable in Form AOC-2 and hence does not form part
of this report.

All transactions, entered into with related parties as defined under the Companies Act, 2013 read with Regulation 23 of
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, during
the year, were placed before the audit committee and the Board of Directors for prior approval or granted omnibus
approval by the audit committee and reviewed on a quarterly basis.

Details of all related party transactions entered into by the Company including disclosure of related party transactions
with any person or entity belonging to the promoter / promoter group or holding 10 per cent or more of the paid-up
ordinary share capital of the Company are provided in Note 51 to the financial statements for the financial year ended
31st March, 2025, in compliance with IND AS-24.

15. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE
DATE OF THIS REPORT

There has been no material change and/or commitment affecting the financial position of the Company between the
end of the financial year and date of this report.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, your Company had spent ? 136.13 on CSR activities, which was higher than 2%
(two percent) of the average net profits of last three financial years computed as per Section 135 read with Section 198
of the Companies Act, 2013. CSR programs were oriented toward various activities to support education and measures
for reducing inequalities faced by socially and economically backward groups. CSR programs were also undertaken to
promote nationally recognised sport and for benefit of armed force dependents.

The annual report on CSR activities, in terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules,
2014, is provided in Annexure-II forming part of this report.

The composition of corporate social responsibility committee for the financial year ended 31st March, 2025 is given below:

Name of the directors	Designation	Category
Mrs. Malati Kanoria	Chairperson	Non-Executive Director
Mrs. Rashmi Prashad	Member	Independent Director
Mr. Sutirtha Bhattacharya	Member	Independent Director

The composition of CSR Committee, CSR Policy and CSR Projects approved by the Board of Directors are available on the
website of the Company and can be accessed from the web-link: https://www.cheviotgroup.com/investors/.

17. PARTICULARS OF REMUNERATION

Information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure-III forming part
of this report.

The details prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 forms part of this report. However, with regard to the provisions of the second proviso to Section 136(1) of
the Companies Act, 2013 and second proviso to Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Annual Report excluding the said information is being sent to the members of the Company.
The said information is available for inspection and any member interested in obtaining such information may write to
the company secretary and the same will be furnished on request.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 for the financial year ended 31st March 2025, in relation to the conservation of energy; technology absorption;
and foreign exchange earnings and outgo are provided in Annexure-IV forming part of this report.

19. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Board of Directors have formulated a risk management policy for the Company, identifying therein the elements of
risk and concern that may threaten the existence of the Company. The senior management monitors the risk elements,
risk assessment and minimisation procedures on a quarterly basis and updates the audit committee and the Board
of Directors from time to time. The elements of risk and concern are periodically evaluated by the Board of Directors
in a systematic approach to identify any change in risk elements and mitigate or reduce the impact of risk elements.
Discussion on risks and concerns have been made in this report under the head ''Management Discussion and Analysis''.

20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

No company became or ceased to be the Company''s subsidiary, joint venture or associate company during the year
under review. The Company does not have any subsidiary, joint venture or associate company as on 31st March, 2025.

21. ANNUAL PERFORMANCE EVALUATION

During the year under review, the Board of Directors carried out internal evaluation of performance of its own, its committees
and individual directors based on criteria for evaluation laid down by the nomination and remuneration committee and
found the performance of the Board as a whole, its committees and individual directors, to be satisfactory. The independent
directors at their separate meetings held on Wednesday, 8th January, 2025 and Tuesday, 4th March, 2025 inter-alia carried out
performance evaluation of the Chairman and Managing Director, other non-independent directors and the Board as a whole.

The evaluation of the Board of Directors was based on criteria such as appropriateness of Board composition
and structure, decisions passed by the Board of Directors, awareness on Industry operations, compliance with
applicable laws, succession planning, strategic planning, implementation of guidelines or strategies decided by the
Board of Directors etc.

The evaluation of the Committees was based on criteria such as composition, functioning, competencies of the members,
frequency of meetings, procedures, monitoring, advisory role, timely reporting to Board of Directors, etc.

The evaluation of individual directors was based on criteria such as preparedness for board meetings, attendance,
judgements, contribution to risk management, adherence to Company''s code of conduct and corporate governance,
pro-activeness in highlighting areas of concern, sharing of knowledge and business information, disclosure of interest
and related parties in timely manner etc.

22. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated a Vigil Mechanism/Whistle Blower Policy in terms of Section 177 of the Companies Act,
2013 and the Rules thereunder read with Regulation 22 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and Regulation 9A(6) of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 for directors and employees to report genuine concerns and enable
employees to report instances of leak of unpublished price sensitive information to the Vigilance Officer or the Chairman
of the audit committee. During the year under review, no complaint was reported to the audit committee. The whistle
blower policy is available on the Company''s website at https://www.cheviotgroup.com/investors/.

23. PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, a structured digital database is maintained by the Company with adequate internal controls
and trading restrictions are imposed on the designated persons and their immediate relatives in accordance with
the Code of Conduct to regulate, monitor and report trading in securities of the Company. The Code of Practices
and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the Company''s website
at https://www.cheviotgroup.com/investors/.

24. COMPOSITION OF AUDIT COMMITTEE

The Board of Directors have constituted the audit committee with three directors as members. All members of the
audit committee are financially literate and Chairperson of the audit committee, is a qualified Chartered Accountant
having accounting and financial management expertise. Two-third of the members of audit committee are
independent directors.

The composition of the audit committee for the financial year ended 31st March, 2025 is given below:

Name of the directors	Designation	Category
Mr. Siddharth Jhajharia	Chairperson	Independent Director
Mr. Deo Kishan Mohta	Member	Independent Director
Mr. Utkarsh Kanoria	Member	Whole time Director

More details on the audit committee are given in the report on corporate governance. The Board of Directors have
accepted all the recommendations of the audit committee during the year under review.

25. INDEPENDENT DIRECTORS

There are four Independent Directors on the Board. Mr. Sutirtha Bhattacharya (DIN: 00423572), aged 67 years,
Mr. Deo Kishan Mohta (DIN: 00060170), aged 72 years and Mr. Siddharth Jhajharia (DIN: 01385496), aged 51 years, joined
the Board as Independent Directors of the Company with effect from 1st April, 2024. Mrs. Rashmi Prashad (DIN 00699317),
aged 64 years, (woman) independent director on the Board was re-appointed for a second term with effect from
1st April, 2024. None of the independent directors had resigned during the year under review.

All the independent directors have declared that they fulfil the criteria of independence laid down in Section 149(6)
of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules,
2014 and Regulations 16(1)(b) and 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. In the opinion of the Board of Directors, there has been no change in the circumstances
which may affect their status as independent directors of the Company and the Board of Directors are satisfied of the
integrity, expertise and experience of all the independent directors on the Board of Directors. All the independent
directors are proficient and have registered themselves on Independent Directors Databank maintained by the Indian
Institute of Corporate Affairs.

26. DIRECTORS

None of the directors on the Board had resigned during the year under review.

Mr. Abhishek Murarka (DIN 00118310), aged 48 years, was appointed as Wholetime Director for a period of 5 (five) years
w.e.f. 25th May 2023, liable to retire by rotation. Mr. Abhishek Murarka retires by rotation at the ensuing annual general
meeting and, being eligible, offers himself for re-appointment. The nomination and remuneration committee has
recommended his re-appointment as Wholetime Director considering his overall contribution and experience, for which
appropriate resolution has been set out at Agenda Item No 3 of the Notice convening the 127th annual general meeting.
The Board recommends passing of the same. Mr. Abhishek Murarka shall continue to hold the office of Wholetime Director
on the terms and conditions as to remuneration and otherwise as approved by the members at the 125th annual general
meeting held on 11th August, 2023 for the unexpired period of his current term, if re-appointed. Mr. Abhishek Murarka is
not disqualified from being appointed as director in terms of Section 164 of the Companies Act, 2013 and has given his
consent to act as director, if re-appointed.

The present term of office of Mr. Harsh Vardhan Kanoria (DIN 00060259), aged 69 years, as Chairman and Managing
Director of the Company, will expire on 31st July, 2025. Mr. Harsh Vardhan Kanoria graduated from St. Xaviers College,
Kolkata. He is an Industrialist having more than 50 years of experience in Jute Industry. He has been long associated with
the Company in his capacity as Chairman and Managing Director. He is a promoter of the Company and held 4,25,621
ordinary shares as at 31st March, 2025. Considering his vast experience and significant contribution to the Company''s
overall growth and profitability, the nomination and remuneration committee had recommended his re-appointment
as Chairman and Managing Director for a further period of 5 (five) years with effect from 1st August, 2025, on the terms
and conditions mentioned in the draft agreement to be entered between the Company and him, subject to approval of
the members, for which appropriate resolution has been set out at Agenda Item No 5 of the Notice convening the 127th
annual general meeting. The Board recommends passing of the same. Mr. Harsh Vardhan Kanoria is not disqualified
from being appointed as director in terms of Section 164 of the Companies Act, 2013 and has given his consent to act as
director, if re-appointed.

The information about the directors seeking re-appointment as required under the Companies Act, 2013, Regulation 36(3)
of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Secretarial Standard on General Meetings have been given in the notice convening the 127th annual general meeting.

27. KEY MANAGERIAL PERSONNEL

During the year under review, all the Key Managerial Personnel continue to hold their offices. There was no appointment
/resignation reported during the year in the offices of Key Managerial Personnel.

28. PUBLIC DEPOSITS

Your Company has not accepted any deposit from the public within the meaning of Section 73 of the Companies Act,
2013 read with Rules framed thereunder. Further, no amount on account of principal or interest on deposits from public
was outstanding as on the date of the balance sheet. There was no deposit held by the Company which were not in
compliance with the requirements of Chapter V of the Companies Act, 2013.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, the Company received an income tax demand of ? 2,234.98 (including interest of
? 444.52) in respect of A.Y. 2016-17. The Company does not envisage any material financial implication as certain
apparent mistakes were observed in the Tax Computation Sheet for which rectification petition and appeal have been
filed before the Income Tax Authorities. Once credit of pre-paid taxes are allowed, demand of A.Y. 2016-17 is likely to
reduce substantially.

No significant and/or material order was passed by the regulators or courts or tribunals which impact the going concern
status and Company''s operations in future. Details of contingent liabilities and commitments (to the extent not provided
for) are disclosed in Note 43 to the financial statements for the financial year ended 31st March, 2025.

30. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

The Board of Directors had laid down internal financial controls for preparation of reliable financial statement. The
measures taken for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies,
the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and timely preparation of reliable financial information were found to be adequate and operating
effectively. The audit committee and the auditors periodically improvises the internal financial control system. The
financial records maintained in electronic mode were found to have a proper system for storage, retrieval, display or
printout of the electronic records and remain accessible in India at all times.

31. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has complied with the provisions relating to the constitution of Internal Complaint Committee as required
to be formed under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (the "SHWW Act") and Rules made thereunder. The Company has adopted a policy in line with the provisions
of the SHWW Act and the Rules made thereunder. During the year under review, no complaint of sexual harassment was
received by the Internal Complaint Committee. More details are available in the report on corporate governance.

32. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report on the environmental, social and governance disclosures in terms of
Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, was not applicable to the Company for the year under review, based on market capitalisation as on
the 31st day of March, 2024.

33. CREDIT RATING

No credit rating has been obtained by the Company with respect to its securities. The Company has been assigned
long-term rating of Crisil A /stable and short-term rating of Crisil A1 for bank loan facilities rated by Crisil Ratings
Limited. The rating stood re-affirmed for the year under review.

34. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), the amount of dividend which remains
unpaid or unclaimed for a period of seven years from the date of transfer to the unpaid dividend account shall be
transferred by the Company to the IEPF Authority (IEPF) established by the Government of India. Further, the shares on
which dividend has not been paid or claimed by the members for seven consecutive years or more shall be transferred to
the demat account of the IEPF.

Accordingly, the Company had transferred ? 1.32 lying in the unpaid dividend account for the financial year 2016-17
through Bharat Kosh to the credit of IEPF Authority on 30th October, 2024 and transfer of 29,377 ordinary shares (including
9,071 ordinary shares from unclaimed DEMAT Suspense Account) on which dividend have not been paid or claimed
by the members for seven consecutive years or more, to the DEMAT account of the IEPF Authority were completed by
27th November, 2024.

Further, ? 0.72 lying in the unpaid dividend account for the financial year 2017-18 along with 5,513 ordinary shares on
which dividend have not been paid or claimed by 27 members for seven consecutive years or more will become due for
transfer to the IEPF after completion of seven years in September, 2025.

The DPID/CLID/folio-wise details of unpaid dividend and shares transferred/to be transferred to IEPF Authority are
available on the website of the Company at https://www.cheviotgroup.com/investors/.

35. COST ACCOUNTS AND COST AUDIT

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the
Companies Act, 2013 and accordingly such accounts and records are made and maintained by the Company. The cost
auditor did not report any incidence of fraud during the year under review in terms of Section 143(12) of the Companies
Act, 2013, necessitating disclosure in the Board''s Report under Section 134(3)(ca) of the Companies Act, 2013.

Pursuant to Section 148 of the Companies Act, 2013 read with Rules framed thereunder, the Board of Directors, on the
recommendation of the Audit Committee, re-appointed M/s D. Radhakrishnan & Co., Cost Accountants (Registration
No. 000018), as cost auditor for the financial year ending 31st March, 2026 to conduct the audit of the cost accounting
records maintained by the Company. The resolution set out at Agenda Item No. 7 of the Notice convening the
127th annual general meeting seeks members'' ratification to the remuneration payable to the cost auditor.
M/s D. Radhakrishnan & Co., have long experience as cost auditors and have been conducting the audit of the cost
records of the Company for the past several years. M/s D. Radhakrishnan & Co. have confirmed that they are eligible and
given their consent to perform the duties of cost auditor, if re-appointed.

The Cost Audit Report of the Company for the financial year ended 31st March, 2024 was filed with the ROC in XBRL mode
on 27th September, 2024.

36. SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE REPORT

The secretarial audit report for the financial year ended 31st March, 2025, issued by M/s MR & Associates in Form MR-3,
is attached to this report as Annexure V. The secretarial auditor did not report any incidence of fraud during the year
under review in terms of Section 143(12) of the Companies Act, 2013, necessitating disclosure in the Board''s Report under
Section 134(3)(ca) of the Companies Act, 2013.

During the year under review, the Company received a Cautionary Letter dated 21st November, 2024 from the Stock
Exchange(s) for delay in submission of outcome of Board Meeting held on 30th January, 2024, which was already
reported by the secretarial auditor and commented on in the previous year Board report. The secretarial audit report for
the financial year ended 31st March, 2025 does not contain any qualification, reservation or adverse remarks.

Further, the Annual Secretarial Compliance Report of the Company for the year ended 31st March, 2025 received from the
secretarial auditor has been filed with the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited
on 13th May, 2025.

The Board of Directors, on the recommendation of the audit committee, have recomended the appointment of
M/s MR & Associates, a peer-reviewed firm of practising company secretaries (Firm registration number: P2003WB008000)
as Secretarial Auditor of the Company for a term of 5 (five) consecutive financial years commencing from 1st April, 2025 to
31st March, 2030, for approval of the members at the ensuing annual general meeting, for which appropriate resolution
has been set out in Agenda Item No. 4 of the Notice convening the 127th annual general meeting of the Company.
M/s MR & Associates have confirmed that their firm did not incur any disqualification and are eligible to be appointed as
the Secretarial Auditor of the Company in accordance with 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
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The disclosure as required under Regulation 36(5) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 have been given in the statement forming part of the Notice convening the
127th annual general meeting of the Company.

37. STATUTORY AUDITORS

M/s Singhi & Co., Chartered Accountants (Firm Registration No. 302049E), was re-appointed as statutory auditors
of the Company for the second term of 5 (five) consecutive years at the 124th annual general meeting held on
12th August, 2022, to hold office till the conclusion of the 129th annual general meeting to be held in the
calendar year 2027.

There was no qualification, reservation or adverse remark in the Independent Auditors'' Report for the financial
year ended 31st March, 2025. The statutory auditors did not report any incidence of fraud during the year under
review in terms of Section 143(12) of the Companies Act, 2013, necessitating disclosure in the Board''s Report under
Section 134(3)(ca) of the Companies Act, 2013.

38. INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was made or proceeding was initiated against the Company under the Insolvency and Bankruptcy Code,
2016, during the year under review.

39. VARIATION IN VALUATION

During the year under review, there was no instance of one-time settlement with any Bank or Financial Institution,
necessitating any valuation.

40. ACKNOWLEDGEMENTS

Your directors take this opportunity to convey their sincere gratitude for the co-operation and support received from
bank/financial institution, regulators, customers and vendors during the year under review. The directors place on record
their appreciation for the hard work and committed services rendered by the employees of the Company.

For and on behalf of the Board
Harsh Vardhan Kanoria

Chairman and Managing Director,
Chief Executive Officer

Kolkata, 26th May, 2025 ^{(DIN: 00060259)}

1

Revenue outside India includes USA ? 6,658.06 (P.Y. ? 4,404.80).

2

Non-current assets other than financial instruments include property, plant and equipment, capital work-in¬
progress, right of use assets, investment property, other intangible assets, intangible assets under development,
non-current tax assets (net) and other non-current assets.

---

Mar 31, 2019

Dear Members,

The Board of directors are pleased to present their report on the business and operations of the Company together with the audited standalone financial statements for the financial year ended 31st March, 2019.

1. FINANCIAL SUMMARY

	For the year ended 31st March, 2019	For the year ended 31st March, 2018
Revenue from operations	39,455.96	37,611.67
Operating profit after depreciation and amortisation	4,945.41	4,999.12
Add: Other income	2,211.43	2,398.49
Profit before tax	7,156.84	7,397.61
Tax expense	2,139.04	1,990.00
Profit for the year	5,017.80	5,407.61

2. DIVIDEND

The Board of directors have recommended a dividend of Rs. 1/- per ordinary share of the face value of Rs. 10/- each (i.e.10%) for the year ended 31st March, 2019, aggregating to Rs. 64.67. Proposed dividend will be recognised as liability after approval of the members at the ensuing annual general meeting.

3. TRANSFER TO GENERAL RESERVE

The Board of directors propose to transfer an amount of Rs. 3,800 to General Reserve out of the profit for the year.

4. OPERATIONS AND STATE OF COMPANY’S AFFAIRS

Revenue from operations, profitability and earnings per share show under noted position during the year under review as compared to previous year :

	For the year ended 31st March, 2019	For the year ended 31st March, 2018
Revenue from operations	39,455.96	37,611.67
Export sales (C.I.F. value)	13,991.62	13,029.12
Operating profit	4,945.41	4,999.12
Other income	2,211.43	2,398.49
Profit before tax	7,156.84	7,397.61
Profit after tax	5,017.80	5,407.61
Earnings per share (EPS) of face value of Rs. 10/- (In Rs.)	77.59	82.43

“Pursuant to issue of bonus shares, the earnings per share of previous year has been accordingly restated.

The overall performance of the Company during the year under review was similar to last year. The year witnessed good demand of Jute Goods both in domestic and overseas markets. CIF value of Export Sales was higher by Rs. 962.50, being Rs. 13,991.62 as against Rs. 13,029.12 in the previous year. By and large, operations yielded better returns and the Company was able to maintain the operating profit at ‘4,945.41 even after absorbing additional expenses.

Other income from Company’s investments in capital markets was affected due to unprecedented situation arising on account of crisis in debt market. Moreover, an amount of Rs. 204 was charged in the accounts in respect of impairment of investment in preference shares of Infrastructure Leasing and Financial Services Limited, as a conservative policy.

During the year under review, the Company’s export oriented unit at Falta Special Economic Zone has achieved satisfactory growth in Sales through better utilisation of the installed capacity. The Company is taking effective steps to further increase the capacity utilisation and to broad base the overseas market.

5. SHARE CAPITAL

The Company has one class of Shares - Ordinary shares of face value of Rs. 10/- each.

During the year, the Company allotted 21,55,625 fully paid-up bonus ordinary shares of face value of Rs. 10/- each on 31st August, 2018 in the ratio of 1 (one) ordinary share for every 2 (two) ordinary shares held by the members. Accordingly, the issued, subscribed and fully paid-up ordinary share capital of the Company as at 31st March, 2019 stood at Rs. 646.69 consisting of 64,66,875 fully paid up ordinary shares of Rs. 10/- each.

The shares of Cheviot Company Limited are listed on BSE Limited. The Company has paid the Annual Listing Fees for the year 2019 - 2020 to BSE Limited.

6. CORPORATE GOVERNANCE

In terms of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on corporate governance together with a certificate from M/s SJAB & Associates, a firm of practising company secretaries, confirming compliance thereof is given in Annexure-I forming part of this report.

7. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in the prescribed format (Form MGT-9) is annexed hereto as Annexure-II forming part of this report. The annual return would be available on the website of the Company (http://www.groupcheviot.net/investors-jute/corporate-governance-jute/).

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of investments made by the Company have been disclosed in Note 8 and Note 14 to the financial statements for the financial year ended 31st March, 2019. The Company has not given any loan during the year.

9. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Board has developed a risk management policy for the Company identifying therein the elements of risk and concern that may threaten the existence of the Company. Risk evaluation and management is an ongoing process within the organisation and is periodically reviewed by the Board of directors. The senior management adopts a systematic approach to mitigate or reduce the impact of risk elements. Discussion on risks and concerns have been made in this report under the head ‘management discussion and analysis’.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Board of directors have formulated a Policy on dealing with related party transactions which has been disclosed on the website of the Company. All transactions entered into with related parties as defined under the Companies Act, 2013 read with Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year, were in the ordinary course of business and at arm’s-length price. There was no materially significant related party transaction made by the Company with its promoters, directors or key managerial personnel which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Therefore, disclosure in Form AOC-2 is not required.

All related party transactions were placed before the audit committee for approval on a quarterly basis and prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature.

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

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are provided in Annexure-III forming part of this report.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year, your Company has spent Rs. 110 towards CSR activities. The annual report on CSR activities as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is given in Annexure-IV, forming part of this report. Corporate Social Responsibility Policy of the Company is available on Company’s website (http://www.groupcheviot.net/ investors-jute/corporate-governance-jute/).

13. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a vigil mechanism / whistle blower policy in terms of Section 177 of the Companies Act, 2013 and as per Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the employees and directors to report their grievances / concerns about instances of unethical behaviour, actual or suspected fraud or violation of Company’s code of conduct to the vigilance officer or the chairman of the audit committee. During the year under review, no complaint was reported. The whistle blower policy is available on the Company’s website (http:// www.groupcheviot.net/investors-jute/corporate-governance-jute/).

14. ANNUAL PERFORMANCE EVALUATION

In terms of the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Guidance Note issued by SEBI, annual performance evaluation was conducted by the Board of its own performance, its committees and independent directors. The nomination and remuneration committee carried out annual performance evaluation of individual directors. The outcome of the annual performance evaluation showed an overall effectiveness in the performance of the Board, its committees and individual directors.

The performance evaluation of the Board was based on criteria such as appropriateness of Board composition and structure, decisions passed by the Board, awareness on Industry operations, compliance with applicable laws, succession planning, strategic planning, implementation of guidelines or strategies decided by the Board, etc.

The performance evaluation of the committees was based on composition, functioning, competencies of the members, frequency of meetings, procedures, monitoring role, advisory role, timely reporting to Board, etc.

The performance evaluation of directors was based on criteria such as preparedness for board meetings, attendance, judgements, contribution to risk management, adherence to Company’s code of conduct and corporate governance, pro-activeness in highlighting areas of concern, sharing of knowledge and business information, disclosure of interest and lists of relatives in timely manner etc.

15. DIRECTORS

Mr. Utkarsh Kanoria (holding DIN 06950837) retires from the Board by rotation at the forthcoming AGM, and being eligible, offers himself for re-appointment.

Mrs. Rashmi Prashad (Mrs. Prashad) (holding DIN 00699317) was appointed as an Additional Director in the category of Independent Director w.e.f. 1st April, 2019 pursuant to the provisions of Section 161(1) of the Companies Act, 2013 (the Act) and Article 131 of the Articles of Association of the Company and holds office up to the date of the ensuing annual general meeting. In terms of Section 160 of the Act, the Company has received a notice from a member proposing the candidature of Mrs. Prashad for the office of director.

Mr. Nawal Kishore Kejriwal (holding DIN 00060314) has been re-appointed as Wholetime Director of the Company by the Board for a period of one year with effect from 1st June, 2019, subject to approval of the members at the forthcoming annual general meeting, whose period of office shall be liable to determination by retirement of directors by rotation.

The information about the directors seeking appointment/re-appointment as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 on General Meetings have been given in the Notice convening the ensuing annual general meeting.

All the independent directors have declared that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company’s Anti-Sexual Harassment Policy is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under this Policy which is gender neutral and is being monitored by a committee constituted by the Company for the said purpose. During the year under review, no complaint of sexual harassment has been received by the Company.

17. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS

In compliance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the nomination and remuneration committee (NRC) follow the laid down criteria for identification of persons who are eligible to hold the office of director, key managerial personnel and senior management personnel of the Company including determining qualifications, positive attributes and independence of the person and their remuneration and other matters provided under Section 178 of the Companies Act, 2013. The NRC has affirmed that the remuneration paid to directors, key managerial personnel and senior management personnel are as per the remuneration policy of the Company.

The remuneration policy including criteria for determining qualifications, positive attributes and independence of a director is available at the web link: (http://www.groupcheviot.net/investors-jute/corporate-governance-jute/).

18. AWARDS AND RECOGNITION

During the year under review, the Company has received two prestigious awards, Silver Export Award 2017-18 for conventional jute products and Silver Export Award 2017-18 for jute diversified products from the Ministry of Textiles, Government of India.

19. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, it is hereby stated to the best of our knowledge and belief that:-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made 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 of the Company for that period;

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

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

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

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

20. NUMBER OF MEETINGS OF THE BOARD

The Board of directors met 5 (five) times during the year under review. More details are available in the report on corporate governance.

21. COMPOSITION OF AUDIT COMMITTEE

The audit committee having three Independent Directors was re-constituted with effect from 1st April, 2019 by appointing Mr. Utkarsh Kanoria, Wholetime Director as a member in place of Mr. Parag Keshar Bhattacharjee, who retired from the Board of directors on completion of his term of office on 31st March, 2019. More details on the audit committee are given in the report on corporate governance.

22. KEY MANAGERIAL PERSONNEL

During the year under review, all the key managerial personnel continue to hold their offices.

23. PARTICULARS OF EMPLOYEES

Information required pursuant to Section 197(12) of the Companies Act, 2013 (the Act) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in Annexure-V forming part of this report.

The details of employees prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Annual Report. However with regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the said information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the company secretary and the same will be furnished on request.

24. PUBLIC DEPOSITS

The Company has not accepted deposits from Public under Section 73 of the Companies Act, 2013 read with Rules framed thereunder.

25. CREDIT RATING

Crisil has assigned long-term rating of A /stable and short-term rating of A1 to the Company for the working capital and term loan facilities availed by the Company. There has been no revision in the credit rating during the year under review.

26. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the IEPF Rules) all unpaid or unclaimed dividend are required to be transferred by the Company to the IEPF authority, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders’ for seven consecutive years or more shall be transferred to the demat account of the IEPF authority.

Accordingly, the Company has transferred the unclaimed and unpaid dividend of Rs. 9.70 for the Financial Year 2010-11 to the IEPF Authority. Further, 7,451 corresponding shares were transferred to the IEPF Authority as per the IEPF Rules. The details are available at the web link: (http://www.groupcheviot.net/investors-jute/unclaimed-dividends-jute/)

27. DISCLOSURE

Following disclosures are made under the Companies (Accounts) Rules, 2014:-

(i) The financial summary or highlights are discussed at the beginning of this report;

(ii) There is no change in the nature of business;

(iii) There is no company which has become or ceased to be the Company’s subsidiary, joint venture or associate company during the year;

(iv) No significant and/or material order was passed by the regulators or courts or tribunals which impact the going concern status and its future operations.

(v) There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

28. STATUTORY AUDITORS

M/s Singhi & Co., Chartered Accountants (ICAI Registration No. 302049E), was appointed as statutory auditors of the Company by the members at the AGM of the Company held on 25th August, 2017 to hold office for a term of 5 (five) consecutive years from the conclusion of that AGM until the conclusion of the sixth consecutive AGM on a remuneration to be mutually agreed upon with the Board of directors.

There are no qualifications, reservations or adverse remarks made by Singhi & Co., Statutory Auditors, in their report for the financial year ended 31st March, 2019. Pursuant to the provisions of section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incidence of fraud to the audit committee during the year under review.

29. COST AUDITORS

The cost accounting records maintained by the Company for the current financial year ending on 31st March, 2020 are required to be audited pursuant to Section 148 of the Companies Act, 2013 read with Rules framed thereunder. In this regard, the Board of directors, on the recommendation of audit committee, had re-appointed M/s D. Radhakrishnan & Co., Cost Accountants (Registration No. 000018), to carry out the cost audit at a remuneration of ‘40,000/- (Rupees Forty Thouand only) plus applicable taxes and re-imbursement of out of pocket expenses incurred by them. The resolution included at agenda Item No. 11 of the Notice convening the ensuing annual general meeting seeks members’ ratification to the remuneration payable to the cost auditor.

30. 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 MR & Associates, a firm of practising company secretaries (CoP 2551) to conduct Secretarial Audit of the Company.

In terms of SEBI Circular dated 8th February, 2019, the Secretarial Audit Report for the financial year ended 31st March, 2019 in Form MR-3 is enclosed as Annexure VI to this report as required under Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

Further, the Company has received the Annual Secretarial Compliance Report from M/s MR & Associates, a firm of practising company secretaries on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder.

31. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation for the co-operation received from financial institutions, banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their appreciation for the committed services rendered by all the employees across the organisation.

For and on behalf of the Board

CHEVIOT COMPANY LIMITED

Harsh Vardhan Kanoria

Chairman and Managing Director,

Place : Kolkata Chief Executive Officer

Date : 27th May, 2019 DIN : 00060259

---

Mar 31, 2018

Dear Members,

The Board of directors present their report on the business and operations of the Company along with the Audited Standalone Financial Statements for the financial year ended 31st March, 2018.

1. FINANCIAL SUMMARY (Rs. in Lakhs)

Particulars	For the year ended 31st March, 2018	For the year ended 31st March, 2017
Revenue from operations	37,611.67	39,354.15
Operating profit after depreciation and amortisation	4,999.12	3,506.84
Add: Other income	2,398.49	3,075.43
Add: Exceptional items: Indirect taxes for earlier year	-	60.51
Profit before tax	7,397.61	6,642.78
Tax expense	1,990.00	1,694.73
Profit for the year	5,407.61	4,948.05
Other comprehensive income	277.99	228.56
Total Comprehensive Income for the year	5,685.60	5,176.61
Retained earnings - opening balance	2,643.29	2,090.53
Add/(Less):
Profit for the Year	5,407.61	4,948.05
Transfer from other comprehensive income (remeasurement gain/loss net of tax) to retained earnings	125.21	155.67
Reclassification from other comprehensive income to retained earnings	63.93	(50.96)
Amount available for appropriation	8,240.04	7,143.29
Out of above:
Transfer to special economic zone re-investment reserve account	-	(300.00)
Transfer to general reserve	(4500.00)	(4,200.00)
Dividend including dividend distribution tax paid	(54.29)	-
Retained earnings - closing balance	3.685.75	2,643.29

The financial statements for the year ended 31st March, 2018 have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015, as amended. The financial statements for the year ended 31st March, 2017 have been restated in accordance with IND AS for comparative information. For the purposes of transition to IND AS, the Company has followed the guidance prescribed in IND AS 101 “First-time adoption of Indian Accounting Standards” with 1st April, 2016 as the transition date.

2. DIVIDEND

The Board of directors recommend a dividend of Rs. 1/- per ordinary share of face value of Rs. 10/- each (i.e. 10 %) for the financial year ended 31st March, 2018, aggregating to Rs. 43.11. Proposed dividend will be recognised as liability after approval of the members at the ensuing annual general meeting.

3. TRANSFER TO GENERAL RESERVE

We propose to transfer an amount of Rs. 4,500 to the general reserve out of the profit for the year.

4. OPERATIONS AND STATE OF COMPANY’S AFFAIRS

Revenue from operations, profitability and earnings per share show under noted position during the year under review as compared to previous year :

(Rs. in Lakhs)

	For the year ended 31st March, 2018	For the year ended 31st March, 2017
Revenue from operations	37,611.67	39,354.15
Export sales (C.I.F. value)	13,029.12	11,519.41
Operating profit	4,999.12	3,506.84
Other income	2,398.49	3,075.43
Profit before tax	7,397.61	6,642.78
Profit for the year	5,407.61	4,948.05
Earnings per ordinary share of face value of Rs. 10 (in Rs.)	122.76	109.68

The overall performance of the Company during the year under review was much better than the previous year. The demand for Jute Goods remained good and steady. We witnessed substantial growth in production with better capacity utilisation during the year. There was significant growth in exports. However, revenue from operations was down mainly due to lower prices of raw jute having consequential impact in prices of finished goods.

We are pleased to report that the Company achieved highest ever operating profit in its history which was higher by Rs. 1,492.28 being Rs. 4,999.12 during the year under review as compared to Rs. 3,506.84 in the previous year. Such excellent jump in operating profit is attributed to better margins on goods sold coupled with higher production due to better capacity utilisation and operational efficiency, despite shortage of workers.

The bottom line was further improved by other income which was restricted to Rs. 2,398.49 on account of lower interest rates. Consequently, profit for the year was higher by Rs. 459.56 being Rs. 5,407.61 as compared to Rs. 4,948.05 during the previous year.

The Company’s export oriented unit at Falta Special Economic Zone has been running smoothly. Efforts are being made to increase customer base in conventional and diversified hessian fabrics and jute shopping bags.

5. BUY BACK OF ORDINARY SHARES

Pursuant to the approval of the Board at its meeting held on 24th May, 2017, your Company completed Buy Back of 2,00,000 fully paid-up ordinary shares of Rs. 10/- each (representing 4.43% of the total number of Ordinary Share capital of the Company as at 31st March, 2017) at the Buy Back price of Rs. 1,500/- per ordinary share in September, 2017 for an aggregate amount of Rs. 3,000. The Buy Back was made from all shareholders of the Company holding shares as on record date for the Buy Back, being 16th June, 2017 on a proportionate basis under the tender offer route in accordance with the applicable provisions of Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, the Companies Act, 2013 and the rules framed thereunder.

6. SHARE CAPITAL

During the year, the Company extinguished 2,00,000 fully paid up ordinary shares consequent to Buy Back of 2,00,000 ordinary shares in September, 2017. Accordingly, the issued, subscribed and fully paid up ordinary share capital of the Company as at 31st March, 2018 stood at Rs. 431.13 consisting of 43,11,250 fully paid up ordinary shares of Rs. 10/- each.

7. CORPORATE GOVERNANCE

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), a separate report on corporate governance together with a certificate from Ms. Aditi Jhunjhunwala, practising company secretary, confirming compliance thereof is given in Annexure-I forming part of this report.

8. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in the prescribed format (Form MGT-9) is annexed hereto as Annexure-II forming part of this report. The annual return of the Company is available on the website of the Company (http://www.groupcheviot.net/investors-jute/corporate-governance-jute/).

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of investments made by the Company have been disclosed in Note 9 and Note 15 to the financial statements for the financial year ended 31st March, 2018.

10. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Board of directors has developed a risk management policy for the Company and identified therein the elements of risk and concern that may threaten the existence of the Company. The audit committee and the Board of directors periodically review the risk elements and adopt a systematic approach to mitigate or reduce its impact. Discussion on risks and concerns have been made in this report under the head ‘management discussion and analysis’.

11. PARTICULARS OF CONRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties were carried out in the ordinary course of business and on arm’s length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. No materially significant related party transaction was made by the Company with its promoters, directors or key managerial personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. All related party transactions were placed before the Audit Commitiee for approval on a quarterly basis. Prior omnibus approval of the audit commitiee was obtained for the transactions which were of a repetitive nature.

There was no material contract or arrangement or transactions at arm’s length basis with a related party during the year under review. Therefore, disclosure in Form AOC-2 is not required.

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

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are provided in Annexure-III forming part of this report.

13. CORPORATE SOCIAL RESPONSIBILTY (CSR)

During the year under review, your Company had spent Rs. 90.56 towards CSR activities. The annual report on CSR activities as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is given in Annexure-IV, forming part of this report. The contents of Corporate Social Responsibility Policy of the Company are available on Company’s website (h”p://www.groupcheviot.net/investors-jute/corporate-governance-jute/).

14. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism / whistle blower policy and encourages the affected persons to report any genuine concern or misconduct for prompt redressal. Under the vigil mechanism / whistle blower policy, the Company allows direct access to the Chairman of the audit commitiee in appropriate or exceptional cases to investigate the complaints on an anonymous basis with adequate safeguards. During the year, no complaint was reported to the audit commitiee. The whistle blower policy is available on the Company’s website (h”p://www.groupcheviot.net/ investors-jute/corporate-governance-jute/).

15. ANNUAL PERFORMANCE EVALUATION

In terms of the provisions of the Companies Act, 2013, Listing Regulations and the Guidance Note issued by Securities and Exchange Board of India, annual performance evaluation was conducted by the Board of directors of its own performance, its Commitiees and independent directors. The nomination and remuneration commitiee carried out annual performance evaluation of individual directors. The outcome of the annual performance evaluation showed an overall effectiveness in the performance of the Board of directors, its commitiees and individual directors.

The evaluation of the Board of directors was based on criteria such as appropriateness of Board composition and structure, decisions passed by the Board of directors, awareness on Industry operations, compliance with applicable laws, succession planning, strategic planning, implementation of guidelines or strategies decided by the Board of directors etc.

The evaluation of the Commitiees was based on composition, functioning, competencies of the members, frequency of meetings, procedures, monitoring role, advisory role, timely reporting to Board of directors, etc.

The evaluation of directors was based on criteria such as preparedness for board meetings, atiendance, judgments, contribution to risk management, adherence to Company’s code of conduct and corporate governance, pro-activeness in highlighting areas of concern, sharing of knowledge and business information, disclosure of interest and lists of relatives in timely manner, etc.

16. DIRECTORS

The members at the annual general meeting of the Company held on 25th August, 2017 appointed Mr. Utkarsh Kanoria (aged 25 years), (holding DIN 06950837), as the Wholetime Director of the Company, for a period of five years with effect from 24th May, 2017, whose office shall be liable to determination by retirement of directors by rotation.

Mr. Nawal Kishore Kejriwal (Mr. Kejriwal) (holding DIN 00060314) retires from the Board of directors by rotation at the forthcoming annual general meeting and, being eligible, offers himself for re-appointment.

Mr. Kejriwal has been re-appointed as Wholetime Director of the Company by the Board of directors for a period of one year with effect from 1st June, 2018 subject to the approval of the members at the forthcoming annual general meeting whose period of office shall be liable to determination by retirement of directors by rotation.

The present term of office of all the Independent Directors of the Company, namely, Mr. Navin Nayar (DIN 00136057), Mr. Sushil Kumar Dhandhania (DIN 00484489), Mr. Padam Kumar Khaitan (DIN 00019700) and Mr. Parag Keshar Bha”acharjee (DIN 00081899) is due to expire on 31st March, 2019.

Based on the recommendation of nomination and remuneration commitiee and performance report of the independent directors, the Board of directors at its meeting held on 23rd May, 2018, decided to re-appoint Mr. Navin Nayar (DIN 00136057), Mr. Sushil Kumar Dhandhania (DIN 00484489) and Mr. Padam Kumar Khaitan (DIN 00019700) as independent directors of the Company for a second term of five consecutive years to hold office from 1st April, 2019 to 31st March, 2024 on the same terms and conditions subject to approval of the members at the ensuing annual general meeting.

Mr. Parag Keshar Bhattacharjee (DIN 00081899), who has attained the age of 79 years, shall retire from the Board of directors on completion of his term of office on 31st March, 2019. The Board of directors places on record its appreciation to the services rendered by Mr. Parag Keshar Bhattacharjee during his association with the Company.

Brief details of directors seeking re-appointment have been given in the notice convening the annual general meeting.

All the independent directors have declared that they meet the criteria of independence laid down in Section 149(6) the Companies Act, 2013 and Regulation 16(b) and Regulation 25 of Listing Regulations.

17. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS

In compliance with the requirements of the Companies Act, 2013 and Listing Regulations, the nomination and remuneration committee follow the criteria laid down for identification of persons who are eligible to hold the office of directorship, key managerial personnel and senior management personnel of the Company including determining qualifications, positive attributes and independence of the person and their remuneration and other matters provided under Section 178 of the Companies Act, 2013. The nomination and remuneration committee has affirmed that the remuneration paid to directors, key managerial personnel and senior management personnel are as per the remuneration policy of the Company.

The remuneration policy including criteria for determining qualifications, positive attributes and independence of a director is available on the website of the Company (http://www.groupcheviot.net/investors-jute/corporate-governance-jute/).

18. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, it is hereby stated to the best of our knowledge and belief that :

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made 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 of the Company for that period;

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

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

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

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

19. NUMBER OF MEETINGS OF THE BOARD

The Board of directors met 4 times during the year under review. More details are available in the report on corporate governance.

20. COMPOSITION OF AUDIT COMMITTEE

The audit committee is constituted with three independent directors of the Company. More details on the audit committee are given in the report on corporate governance.

21. KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Utkarsh Kanoria (holding DIN 06950837), was appointed as wholetime director of the Company. All the other key managerial personnel continue to hold their offices.

22. PARTICULARS OF EMPLOYEES

Information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure-V forming part of this report.

The details of employees prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Annual Report. However with regard to the provisions of the second proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the said information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

23. PUBLIC DEPOSITS

The Company has not accepted deposits from Public under Section 73 of the Companies Act, 2013 read with Rules framed thereunder.

24. DISCLOSURE

Following disclosures are made under the Companies (Accounts) Rules, 2014:-

(i) The financial summary or highlights are discussed at the beginning of this report;

(ii) There is no change in the nature of business;

(iii) There is no company which has become or ceased to be the Company’s subsidiary, joint venture or associate company during the year;

(iv) No significant and material order was passed by the regulators or courts or tribunals which impact the going concern status and its future operations;

(v) There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

25. STATUTORY AUDITORS

M/s Singhi & Co., Chartered Accountants (Firm Registration No. 302049E), was appointed as statutory auditors of the Company by the members at the annual general meeting of the Company held on 25th August, 2017 to hold office for a term of five consecutive years from the conclusion of that annual general meeting until the conclusion of the sixth consecutive annual general meeting on a remuneration to be mutually agreed upon with the Board of directors.

There are no qualifications, reservations or adverse remarks made by Singhi & Co., Statutory Auditors, in their report for the financial year ended 31st March, 2018. Pursuant to the provisions of section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the audit committee during the year under review.

26. COST AUDITORS

The cost accounting records maintained by the Company for the current financial year ending on 31st March, 2019 are required to be audited pursuant to Section 148 of the Companies Act, 2013 read with Rules framed thereunder. In this regard, the Board of directors on the recommendation of audit committee, had re-appointed M/s D. Radhakrishnan & Co., Cost Accountants (Registration No. 000018), to carry out the cost audit at a remuneration of Rs. 40,000/- plus applicable taxes and re-imbursement of out of pocket expenses incurred by them. The resolution included at Item No. 9 of the Notice convening the annual general meeting seek members’ ratification to the remuneration payable to the cost auditor.

27. 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 had appointed M/s MR & Associates, a firm of practising company secretaries (CoP 2551) to conduct Secretarial Audit of the Company. Report of the Secretarial Audit in Form MR-3 for the financial year ended 31st March, 2018 is enclosed as Annexure VI to this report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

28. ACKNOWLEDGEMENTS

Your directors take this opportunity to convey their sincere gratitude to all the customers, shareholders, suppliers, bankers, financial institutions and the Government for their consistent support to the Company. The directors place on record their appreciation to all employees of the Company for their hard work and valued contribution.

For and on behalf of the Board

CHEVIOT COMPANY LIMITED

Harsh Vardhan Kanoria

Chairman and Managing Director,

Place : Kolkata Chief Executive Officer

Date : 23th May, 2018 DIN : 00060259

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Mar 31, 2017

Dear Members

The directors have pleasure in presenting their Annual Report on the business and operations of the Company together with the Audited Standalone Financial Statements for the financial year ended 31st March, 2017.

1. FINANCIAL SUMMARY , (Rs, in Lakhs)

Particulars	For the year ended	For the year ended
	31st March, 2017	31st March, 2016
Operating results after charging depreciation and amortization show a profit of	3,760.07	3,826.64
Add : Other income	2,334.79	1,271.66
Add: Exceptional item: Indirect taxes for earlier year	60.51	-
Profit before tax	6,155.37	5,098.30
From which have been deducted :
Current tax	1,465.00	1,453.00
Tax for earlier years (net)	(0.06)	(0.39)
Deferred tax	134.79	(1.78)
Profit after tax	4,555.64	3,647.47
Surplus as per last balance sheet	584.50	535.07
Making a total of	5,140.14	4,182.54
Which has been appropriated by the directors as under:
Interim dividend	-	766.91
Tax on interim dividend	-	156.13
Transferred to SEZ re-investment reserve account	300.00	25.00
Transferred to general reserve	4,200.00	2,650.00
Balance surplus carried to balance sheet	640.14	584.50
	5,140.14	4,182.54

2. DIVIDEND

The Board of Directors have recommended a dividend of Rs, 1/- per ordinary share of face value of Rs, 10/- each (i.e. 10%) for the financial year ended 31st March, 2017, aggregating to Rs, 45.11. Proposed dividend will be recognized as liability after approval of the members at the ensuing annual general meeting.

3. BUY BACK OF ORDINARY SHARES

After considering several factors and benefits to the members, the Board of directors have approved the proposal to Buy Back of up to 2,00,000 fully paid up ordinary shares of Rs, 10/- each (representing 4.43% of the total number of ordinary share capital of the Company as at 31st March, 2017 at the Buy Back price of Rs, 1,500/- per ordinary share aggregating to Rs, 3,000. The Board is of the view that Buy Back will help the Company to return surplus cash to the members of the Company, holding shares broadly in proportion to their shareholding, thereby enhancing the overall return to the members.

4. TRANSFER TO RESERVES

Your directors propose to transfer an amount of Rs, 300 to the SEZ re-investment reserve account and Rs, 4,200 to the general reserve out of the profit for the year.

5. OPERATIONS AND STATE OF COMPANY''S AFFAIRS

Sales, profitability and earnings per ordinary share show under noted position during the year under review as compared to previous year :

Particulars	For the year ended 31st March, 2017	For the year ended 31st March, 2016
Gross sales Export sales (C.I.F. value) Operating profit Other income Profit before tax Profit after tax Earnings per ordinary share of face value of Rs, 10 (in Rs,)	38,532.74 11,519.41 3,760.07 2,334.79 6,155.37 4,555.64 100.98	33,880.62 10,553.34 3,826.64 1,271.66 5,098.30 3,647.47 80.85

The overall performance of the Company during the year under review was satisfactory. The demand in domestic sector particularly from government was regular and Company was able to run the plant on all working days. However, due to non-availability of adequate labour force, the plant could not run at full capacity. The operating profit was marginally lower by Rs, 66.57 due to increase in cost of other inputs, being Rs, 3,760.07 as compared to Rs,3,826.64 in the previous year. However, profit after tax was higher at Rs, 4,555.64 as compared to Rs, 3,647.47 during the previous year mainly on account of increase in other income which was largely in the nature of ad-hoc income from sale of old bonds as also income derived from few investments matured during the year. Such ad-hoc increase in other income may not be sustainable.

On export front, CIF value of export sales was higher by Rs, 966.07, being Rs, 11,519.41 during the year under review as against Rs, 10,553.34 during previous year. The Company''s export oriented unit at Falta SEZ has taken several initiatives to inter-alia export conventional and diversified hessian fabrics and has been able to register growth both in terms of quantity and value mainly by widening the customer base. Export of shopping bag is also showing signs of improvement and Company has been getting repeat orders and making efforts to penetrate all around in overseas markets.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

a) Industry structure and developments

As per current norms under Jute Packaging Materials (Compulsory use in packing commodities) Act, 1987 (JPMA), 90% of total food grains and 20% of sugar are to be packed in Jute bags. Of late, Jute Industry is surprised to note the recommendation made by the Standing Advisory Committee on jute to Government of India for dilution of compulsory packaging norm for food grains from 90% to 85% in the 2017-18 procurement season. Industry earnestly pleads to the Government to consider continuation of existing norms of packaging without any dilution in the larger interest of Jute Industry which has been providing livelihood to large number of farmers and workers.

In the wake of good weather conditions, the availability of raw jute was comfortable due to better crop in Jute Season 2016-17 and prices which were prevailing at unprecedented higher levels, gradually settled down to reasonable level.

In order to promote the exports of Jute Goods from India, Government is continuing the rewards in the form of duty free scrips of 5% of realized FOB value in free foreign currency under Merchandise Exports from India Scheme (MEIS). Besides, National Jute Board is also continuing with various workers'' welfare schemes. Incentive scheme for acquisition of plant and machinery valid up to 31st March, 2017 is expected to be further extended.

b) Opportunities and threats

Opportunities

- Jute products being environmental friendly and having bio-degradable characteristics of natural jute fiber have an edge over other packing materials;

- Use of Jute goods in floor coverings, jute geo-textiles, shopping bags will provide ample opportunity to boost the demand.

Threats

- Attempt initiated for dilution of JPMA may lead to its phase out in future;

- Paucity of workers preventing optimum utilization of capacity;

- Lack of incentive to farmers to take up jute cultivation on regular basis affects the jute crop.

c) Segment-wise or product-wise performance

The Company is engaged in a single business segment i.e. manufacturing and sale of Jute Goods. Hence, disclosure requirements as required by Accounting Standard -17 are not applicable in respect of business segment. However, the geographical segments considered for disclosure are as under :

	Within India		Outside India		Total
	31st March, 2017	31st March, 2016	31st March, 2017	31st March, 2016	31st March, 2017	31st March, 2016
Sales	27,013.33	23,327.28	11,519.41	10,553.34	38,532.74	33,880.62
Carrying amount of segment assets	49,574.75	45,078.37	-	-	49,574.75	45,078.37
Capital expenditure	1,030.90	663.42	-	-	1,030.90	663.42

d) Outlook

Jute crop for the season 2017-18 is expected to be better mainly on account of good weather conditions. Moreover, the carryover from last season being comfortable would provide more availability of raw jute. These positive factors are expected to keep the prices of raw jute under check and marginally lower than last year. However, import of raw jute will depend mainly on export policy of Bangladesh Government and various other allied factors.

Demand of Jute Goods is likely to remain good. The efforts being made by the Company to increase its customer base in overseas markets are expected to fetch reasonable export orders.

The Company will continue its business strategy of catering to demand from both domestic and overseas markets and will strive to control costs with focus on all round business development. Barring unforeseen circumstances, the outlook for the current year appears to be promising.

e) Risks and concerns

We reiterate the key elements of business risks identified by the Company and its mitigation measures taken by the Company :

- Competition risk and mitigation measures

Bangladesh jute manufacturers enjoy substantial cost advantage in the form of lower wage and power cost vis a vis Indian manufacturers of jute products. Thus they continue to provide strong competition in the international market. In order to survive and mitigate the said risk, the Company is making continuous efforts to improve operational efficiency and reduce costs in all possible areas.

- Economic environment and market conditions risk and mitigation measures

Alternate packaging materials like HDPE/Polypropylene being cost effective are used as substitute in the packaging market. To mitigate this risk, the Company is making efforts to develop light products of jute goods with less jute content, manufacture diversified jute products including shopping bags.

- Fluctuations in foreign exchange risk and mitigation measures

Fluctuation in currency does impact margins of the Company. Recent rupee appreciation has impacted the exports adversely. To mitigate this risk, foreign exchange exposure against exports and imports are hedged by entering into forward contract.

- Business operation risk and mitigation measures

Few business operation risks and their mitigation plan are stated below :

Revenue concentration : The Company generates revenue from domestic as well as export sales. Demand in domestic market is largely dependent on government orders. In export market, India face severe competition from Bangladesh. To overcome this risk, the Company is making efforts to increase its customer base by establishing contacts and visiting foreign buyers, focusing on manufacture of value added and diversified jute products including shopping bags.

Raw Materials : Availability of raw jute depends on crop size which in turn largely depends on weather conditions. The Company follows a policy of regular procurement of raw jute in a planned manner linked with production and order position to mitigate the risk of shortage of raw jute, if any.

Manpower : Shortage of workers and the rate of absenteeism continue to provide challenge leading to idle capacity. To mitigate such risk, the Company is continuously providing required in-house training to fresher’s and suitably incentivizing good performers from time to time. Besides, the Company also carry out modernization and automation of manufacturing process, wherever possible.

f) Internal control systems and their adequacy

The Company has implemented adequate procedures and internal controls which provide reasonable assurance for reliability of financial reporting. The audit committee periodically reviews such procedures and controls and ensures that internal controls operate effectively.

The internal auditor of the Company carries out necessary checking in accordance with the aforesaid procedures and controls and submits their reports. The observations of the internal auditor are circulated to the senior managerial personnel for their perusal and taking corrective measures, wherever required. The audit committee reviews the findings of the internal auditor and statutory auditors and monitors the action taken report.

g) Discussion on financial performance with respect to operational performance

The following are the significant areas of financial performance during the year under review :

- Revenue from sale of jute goods was at '' 38,532.74 during the year as compared to '' 33,880.62 during previous year;

- Operating profit of the Company have marginally decreased by '' 66.57 due to increase in cost of other inputs, being '' 3,760.07 during the year under review as against '' 3,826.64 in previous year;

- Finance cost was '' 61.85 during the year under review as against '' 81.63 in previous year;

- Inventories were valued at '' 6,004.57 as at 31st March, 2017 as against '' 5,928.92 as at 31st March, 2016. Increase in inventories is mainly due to higher stock of raw material;

- The Company has invested '' 1,030.90 in fixed assets inclusive of capital advances given during the year.

h) Material developments in Human Resource / Industrial Relations front, including number of people employed

Industrial relations remained cordial during the year under review. Shortage of labour and absenteeism continue to remain areas of concern.

The Company''s efforts to impart training to workers employed at new scale of pay to bring about all round development in their working knowledge continues as per planned programmes and policies. The Company also provides benefits and facilities to deserving staffs under its various staff welfare schemes.

As on 31st March, 2017, the Company had 3883 employees on its rolls.

The Company''s policy on prevention, prohibition and redressal of complaints / grievances on the sexual harassment of women at work places is being monitored by a committee constituted by the Company for the said purpose. During the year under review, no complaint of sexual harassment has been received by the Company.

i) Cautionary statement

Statement made in this section of the report is based on the prevailing position in the jute industry and market conditions. Actual results might differ from what we perceive with respect to Company''s outlook and performance.

7. CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated in Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Corporate Governance Report and a certificate received from the statutory auditors M/s. Jain & Co., Chartered Accountants confirming compliance is given in Annexure-I, forming part of this report.

8. EXTRACT OF THE ANNUAL RETURN

In compliance with Section 92(3) of the Companies Act, 2013, the extract of the annual return in Form MGT-9 is given in Annexure-II, forming part of this report.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of investments made by the Company have been disclosed in Note 12 and Note 15 to the financial statements for the financial year ended 31st March, 2017.

10. PARTICULARS OF CONRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties were carried out in the ordinary course of business and on arm''s length basis and are in compliance with the applicable provisions of the Act and the Listing Regulations. There are no materially significant related party transaction made by the Company with promoters, directors or key managerial personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. All related party transactions are placed before the Audit Committee. Omnibus approval is obtained for the transactions which are repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

There was no material contract or arrangement or transaction at arm''s length basis with a related party during the year under review. Therefore, disclosure in Form AOC-2 is not required.

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

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required in terms of Section 134(3)(m) of the Companies Act, 2013 and the Rules framed there under, are provided in Annexure-

III, forming part of this Report.

12. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Board has formulated a risk management policy identifying therein the elements of risk and concern that may threaten the existence of the Company. Audit Committee and the Board review the risk elements including business risks and mitigation procedures periodically. Areas relating to risks/concern/threat have been disclosed in this report under the head ''management discussion and analysis report''.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has undertaken activities in accordance with CSR Policy (available on Company''s website: www.groupcheviot.net) directly and through eligible trusts having established track records. The annual report on CSR activities and expenditure particulars as required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 are given in Annexure IV, forming part of this report.

14. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

Vigil mechanism / whistle blower policy as formulated by the Company allows intimation by the affected person in good faith of concern or misconduct through a written communication. Audit Committee reviews the vigil mechanism for redressal of the complaint and also allows direct access to the Chairman of the Audit Committee in exceptional cases. The Whistle Blower Policy is available on the Company''s website (www.groupcheviot.net).

15. DIRECTORS

There was no change in the composition of the Board of directors during the year under review.

Mrs. Malati Kanoria (holding DIN 00253241) retires from the Board by rotation at the forthcoming AGM, and being eligible, offers herself for re-appointment.

Mr. Utkarsh Kanoria (holding DIN 06950837), who has been associated with the Company since 8th August, 2014 in the position of President was appointed by the Board as an additional director on 24th May, 2017, whose term of office expires at the ensuing annual general meeting. His candidature has been proposed by a member for the position of a Director of the Company, whose period of office shall be liable to determination by retirement of directors by rotation. Moreover, the Board has also appointed Mr. Utkarsh Kanoria as Wholetime Director of the Company with effect from 24th May, 2017.

The appointment of Mr. Utkarsh Kanoria is subject to approval of the members at the ensuing annual general meeting for which appropriate resolutions have been included at Item No 5 and 6 of the Notice convening the annual general meeting. The Board recommends passing of the same.

Brief details of said directors seeking appointment/re-appointment have been given in the notice convening AGM.

The Company has received necessary declarations from each independent director under Section 149(7) of the Companies Act, 2013 (the Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") confirming that they meet the criteria of independence laid down in the Act and Listing Regulations.

In terms of the provisions of the Act and Listing Regulations and the Guidance Note on the Board Evaluation issued by SEBI vide circular dated 5th January, 2017, the performance evaluation of the members of the Board, the Board level committees and Board as a whole were carried out at the meeting of the Independent Directors and the Board. The criteria for said evaluation has been stated in the corporate governance report annexed hereto.

16. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS

In compliance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the nomination and remuneration committee (NRC) evaluate the composition and diversity of the Board and identify persons who are qualified to become directors in accordance with the criteria laid down by the Board of directors of the Company. NRC recommend to the Board about the appointment/reappointment of eligible candidates including their terms of appointment and remuneration. The remuneration policy including criteria for determining qualifications, positive attributes, independence of a director have been disclosed in Annexure-V, forming part of this Report.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the year under review, there is no significant and material order passed by the regulators or courts impacting the going concern status of the Company and its future operations.

18. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, it is hereby stated to the best of our knowledge and belief that :

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

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

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

19. NUMBER OF MEETINGS OF THE BOARD

The Board of directors met 5 (five) times during the year under review. More details are available in the corporate governance report.

20. COMPOSITION OF AUDIT COMMITTEE

The Board has constituted the audit committee with three independent directors. More details on the audit committee are given in the corporate governance report.

21. KEY MANAGERIAL PERSONNEL

There was no change in the Key Managerial Personnel during the year under review. Mr. Utkarsh Kanoria was appointed as Whole time Director of the Company w.e.f. 24th May, 2017.

22. PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each director to the median employee''s remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rules framed there under have been disclosed in Annexure-VI, forming part of this Report.

23. PUBLIC DEPOSITS

The Company has not accepted deposits from Public under Section 73 of the Companies Act, 2013 read with Rules framed there under.

24. DISCLOSURE

Following disclosures are made under the Companies (Accounts) Rules, 2014 :

(i) The financial summary or highlights are discussed at the beginning of this report;

(ii) There is no change in the nature of business;

(iii) There is no company which has become or ceased to be the Company''s subsidiary, joint venture or associate company during the year;

(iv) No significant and material order was passed by the regulators or courts or tribunals which impact the going concern status and its future operations.

25. STATUTORY AUDITORS

The term of office of M/s Jain & Co., Chartered Accountants (Firm Registration No. 302023E) as statutory auditors of the Company will complete at the conclusion of the ensuing annual general meeting of the Company.

Accordingly, the Board of directors of the Company have recommended the appointment of M/s Singhi & Co, Chartered Accountants (Firm Registration No. 302049E) as the statutory auditors of the Company, subject to approval of the members for which a resolution has been included at Item No 4 of the Notice convening the annual general meeting. The Board recommends passing of the same.

A certificate from M/s Singhi & Co. has been received to the effect that they meet the criteria laid down under Section 141 of the Companies Act, 2013 and are willing to be appointed as statutory auditors of the Company. Moreover, they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Board places on record its appreciation to the services rendered by M/s Jain & Co., during their tenure as the statutory auditors of the Company.

26. COST AUDITORS

The cost accounting records maintained by the Company for the current financial year ending on 31st March, 2018 are required to be audited pursuant to Section 148 of the Companies Act, 2013 read with Rules framed there under. In this regard, the Board of directors on the recommendation of audit committee, had re-appointed M/s D. Radhakrishnan & Co., Cost Accountants (Registration No. 000018), to carry out the cost audit at a remuneration of '' 40,000/- plus applicable taxes and re-imbursement of out of pocket expenses incurred by them.

The resolution included at Item No. 7 of the Notice convening the annual general meeting seek members'' ratification to the remuneration payable to the cost auditor.

27. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules framed there under, the Company has appointed M/s MR & Associates, a firm of practicing company secretaries (CoP 2551) as the secretarial auditor for the year ended 31st March, 2017. The secretarial audit report dated 24th May, 2017 is attached as Annexure-VII to this report.

28. ACKNOWLEDGEMENTS

The directors place on record their appreciation for the valued contribution made by the employees at all levels. The Directors also sincerely thank its customers, suppliers, financial institutions, banks, government authorities, business associates and all stakeholders for their continued co-operation and support and faith reposed in the Company.

For and on behalf of the Board

Harsh Vardhan Kanoria

Chairman and Managing Director,

Chief Executive Officer

Kolkata, 24th May, 2017 DIN : 00060259

---

Mar 31, 2013

The Directors have great pleasure in presenting the Annual Report and Audited Accounts of your Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

Particulars For the year ended For the year ended 31st March, 2013 31st March, 2012

Operating results after charging depreciation and amortisation show a profit of 3,310.55 3,129.94

Add : Exceptional item - Indirect taxes for earlier years 73.01 213.13 {net of provision Rs. 105.16 (previous year Rs. Nil)}

Add : Other income 784.96 528.64

Profit before tax 4,168.52 3,871.71

From which have been deducted: Current tax 1,001.00 845.00

Tax for earlier years (net) (7.30) 30.78

Deferred tax 103.40 109.02

Profit after tax 3,071.42 2,886.91

Surplus as per last balance sheet 431.60 426.29

Making a total of 3,503.02 3,313.20

Which has been appropriated by the Directors as under:

Proposed dividend 676.69 586.46

Tax on proposed dividend 115.00 95.14

Transferred to SEZ re-investment reserve account 400.00

Transferred to general reserve 1,850.00 2,200.00

Balance surplus carried to balance sheet 461.33 431.60

3,503.02 3,313.20



DIVIDEND

Your Directors are pleased to recommend for your consideration payment of dividend of Rs. 15/- per ordinary share of the face value of Rs. 10/- each for the year ended 31st March, 2013.

OPERATIONS

Production, sales, profitability and earnings per share show under noted position during the year under review as compared to previous year:

Particulars For the year ended For the year ended 31st March, 2013 31st March, 2012

Production (in M. Tonnes) Sales (in M. Tonnes) 47,381 49,103

Total sales 28,604.82 29,144.50

Export sales (C.I.F. Value) 11,529.68 12,575.30

Operating profit 3,310.55 3,129.94

Other income 784.96 528.64

Profit before tax 4,168.52 3,871.71

Profit after tax 3,071.42 2,886.91

Earnings per share of face value of Rs. 10 (in 68.08

The year under review witnessed an acute shortage of workers and absenteeism as a result of which capacity could not be fully utilised and consequently, there was loss of production, being 46,650 M.T. during the year under review as compared to 48,518 M.T. during the previous year. Besides, export sales were greatly affected due to unfavourable conditions in overseas market. Accordingly, overall sales were lower both in terms of value and quantity.

It is, however, a matter of satisfaction that on account of planned procurement of raw materials and overall better margin, the operating profit was higher in comparison to previous year despite lower production and sales. Bottom line was also improved due to increase in other income mainly on account of profit on sale of investments. Thus, profit after tax was higher by Rs. 184.51 being Rs. 3071.42 for the year as compared to Rs. 2886.91 during previous year.

The Company''s export oriented unit at Falta Special Economic Zone has been continuing its operations at reduced capacity due to lower demand of Jute fabrics. Besides, the initiative taken by the Company to venture into export of jute shopping bag could not make much progress so far. Efforts are on to explore possibilities of manufacturing other items of jute fabrics in tune with requirements of international market as also to examine alternate ways and options to establish market for export of jute shopping bag.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance as required under clause 49 of the Listing Agreement with the BSE Limited. A separate report on Corporate Governance along with a certificate from the statutory auditors of the Company confirming the compliance with the conditions of Corporate Governance is set out in the Annexure which forms part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed :

i. that in the preparation of annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed and there are no material departures from the same;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

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

iv. that the Directors have prepared the annual accounts on a going concern basis.

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

Information as required under sub section 1 (e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are provided in the Annexure forming part of this Report.

PARTICULARS OF EMPLOYEES

Particulars in terms of provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, in respect of the employees of the Company, are provided in the Annexure forming part of this Report.

DIRECTORS

In accordance with Article 97 of the Articles of Association of the Company, Mr. Parag Keshar Bhattacharjee, a non-executive director, retires from the Board by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. Brief particulars of Mr. Bhattacharjee have been given in the Notice convening ensuing Annual General Meeting.

STATUTORY AUDITORS

M/s Jain & Co., Chartered Accountants, statutory auditors of the Company retires at the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. A certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Audit Committee and the Board recommend the re-appointment of M/s Jain & Co., Chartered Accountants, as statutory auditors of the Company.

COST AUDITORS

As per directives of the Central Government and in pursuance to provisions of Section 233B of the Companies Act, 1956 read with rules framed thereunder, your Company is required to carry out an audit of the cost accounts maintained by the Company in respect of each financial year. Accordingly, the Central Government, in pursuance to Company''s application has approved the appointment of M/s D. Radhakrishnan & Co., Cost Accountants, to conduct the said cost audit for the financial year ended 31st March, 2013.

As per The Companies (Cost Audit Report) Rules, 2011, the due date for filing the cost audit report for the previous financial year ended 31st March, 2012 with the Central Government was extended till 28th February, 2013 and the said report was filed by the cost auditor on 27th February, 2013.

ACKNOWLEDGEMENT

The Directors take this opportunity to express deep sense of gratitude to the financial institutions, banks, government authorities, business associates, and all stakeholders for their continued support and faith reposed on the Company.

The Directors place on record their appreciation and acknowledge the commitment and contribution made by the employees at all levels.

For and on behalf of the Board

H.V.KANORIA

Chairman and Managing Director,

Kolkata, 14th May, 2013 Chief Executive Officer

---

Mar 31, 2012

The Directors have great pleasure in presenting the Annual Report and Audited Accounts of your Company for the year ended 31st March, 2012.

FINANCIALRESULTS

Particulars Year ended Year ended 31st March, 31st March 2012 2011

Operating results after charging depreciation and amortisation show a profit of 3,129.94 2,959.74

Add : Other income 741.77 862.31

Profit before tax 3,871.71 3,822.05

From which have been deducted :

Current tax 845.00 1,013.30

Tax for earlier years(net) 30.78 6.98

Deferred tax 109.02 (81.85)

Profit after tax 2,886.91 2,883.62

Surplus as per last balance sheet 426.29 371.84

Making a total of 3,313.20 3,255.46

Which has been appropriated by the Directors as under:

Proposed dividend 586.46 541.35

Tax on proposed dividend 95.14 87.82

Transferred to general reserve 2,200.00 2,200.00

Balance surplus carried to balance sheet 431.60 426.29

3,313.20 3255.46

DIVIDEND

Your Directors are pleased to recommend for your consideration payment of dividend of Rs 13/- per ordinary share of the face value of Rs 10/- each for the year ended 31st March, 2012.

OPERATIONS

Production, sales, profitability and earnings per share show under noted position during the year under review as compared to previous year:

Particulars Year ended Year ended

31st March,2012 31st March,2011

Production (in M.Tonnes) 48,518 47,769

Total sales 29,144.50 30,244.33

Export sales(C.I.F. Value) 12,575.30 17,887.07

Operating profit 3,129.94 2,959.74

Other income 741.77 862.31

Profit before tax 3,871.71 3,822.05

Profit after tax 2,886.91 2,883.62

Earnings per share off ace value of Rs10(in Rs) 63.99 63.92



Slump in export of jute yarn as reported last year continued throughout the year under review. It is heartening to report that by having adequate in-house infrastructure and full flexibility to cater to both domestic and overseas markets, your Company shifted its focus from manufacturing jute yarn to traditional jute products like sacking. It was precisely due to this flexibility in operational facilities that your Company, by operating in the domestic market was able to achieve satisfactory results during the year under review, despite declining exports and increase in costs of other inputs. Moreover, total sales for the year under review was higher in terms of quantity, albeit the same was decreased value wise mainly due to lower rate of sales realisation per M. Tonne of goods, triggered due to decrease in prices of rawjute as compared to previous year.

The operating profit was better in comparison to previous year due to operational efficiency and better margins. However, the bottom line was affected due to lower other income largely attributable to sale of investments. Accordingly, profit after tax was maintained almost around same level as that of last year.

The Company's Export Oriented Unit at Falta Special Economic Zone continue to operate at reduced scale due to lack of orders for industrial fabrics on account of recession in Europe. However, during the year under review, the Company has created required infrastructure at its Falta unit to venture into export of jute shopping bags, the work on which continues.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT a) Industry structure and developments

The compulsory packing at 100% for both food grains and sugar under Jute Packaging Materials (Compulsory use for Packing Commodities) Act, 1987 (JPMA) is presently valid up to 30.06.2012. However, the ongoing litigations to frustrate the provisions of JPMA are hurting the jute industry. It is expected that better sense will prevail and JPMA will be continued beyond the said period in the interest of large workforce engaged in the jute industry.

The demand of jute goods in domestic market was generally good. The year witnessed declining trend in prices of rawjute. However, export of jute yarn from India has declined and prices have become un-remunerative. The proposal of Government of India to resume Export Promotion Assistance Scheme (EMA) renamed as "Scheme to incentivise Social and Environment Compliance in the Jute Sector - For promotion of Exports" was welcomed by the Industry but the same is yet to be implemented. We once again urge the government to expedite resumption of EMA scheme in some form or other for promotion of exports.

Modernisation and development of infrastructure by availing government grants under the Jute Technology Mission is sine qua non for the Industry so as to manufacture cost effective quality products and meet the competition effectively.

b) Opportunities and Threats

Opportunities

- In the backdrop of rising global awareness to use more natural fiber products to keep the environment free from pollution, Government and Industry are making concerted efforts to promote the advantages of jute especially the environment friendly attributes in enhancing the diversified uses of these fibers;

- Considerable progress has been made in developing diversified jute products for various end uses like jute geo-textiles, floor coverings and many more projects are being taken up to develop products with promising market prospects and consumer needs.

Threats

- Competition from Bangladesh is increasing rapidly. Its low cost jute products are putting pressure on Indian jute goods in International market;

- Availability of comparatively cheaper alternate packaging materials.

c) Risks and concerns

Following are the major areas of risks and concerns for the Jute Industry :

- Continuous increase in wage cost by way of upward revision in dearness allowance as also increase in power cost due to frequent revision in power tariff by CESC;

- Improper agricultural strategy responsible for erosion in jute cultivation area;

- Reduced capacity utilisation due to shortage of workers;

- Unbridled rise in cost of major inputs.

d) Segment-wise or product-wise performance

The Company continues to operate through two business segments namely, a) Jute goods and b) Captive power generation. However, captive power generation is not a reportable segment in terms of the criteria laid down in paragraph 27 of the Accounting Standard - 17 as the revenue/results/assets of this segment are not more than the threshold limit of 10% of the total segment revenue/results/assets.

The following disclosure under Geographical segment has, however, been considered :

Year ended Year ended

31st March, 2012 31stMarch,2011

Particulars Within India Outside India Within India Outside India

Sales 16,569.20 12,575.30 12,357.26 17,887.07

Carrying amount of segment assets 33,438.06 - 31,461.57 -

Capital expenditure 858.66 - 741.87 -



e) Outlook

The Company is closely monitoring the international jute yarn market by remaining in touch with overseas customers and respond to the profitable offers. It is a matter of satisfaction that yarn market has presently started showing signs of improvement which is expected to revive export demands. Moreover, demand for jute goods in domestic market is expected to remain reasonably good. Rawjute prices are presently stable. However, movement in prices of raw jute would be governed by the size of the new crop for the season 2012-13, which depends on overall weather conditions. It is widely believed that rawjute prices will be higher than those of prevailing during later part of the previous year due to impact of enhancement in minimum support price of rawjute for the crop season 2012-13 by the Government.

The Company is steadfast in its endeavour to control costs in all possible areas and explore new areas where jute goods can be economically used. The outlook for the current year appears to be positive.

f) Internal control systems and their adequacy

The Company has an adequate system of internal control towards achieving optimum utilisation of resources, cost control, compliance with statutory requirements and safeguarding the assets from loss. The Audit Committee of the Board plays a significant role in the internal control systems and reviews the internal audit reports, financial performance of the Company and suggests improvements in internal control system, wherever required.

g) Discussion on financial performance with respect to operational performance

The accounts for the year under review have been prepared as per the requirements of the revised Schedule VI to the Companies Act, 1956. Accordingly, figures for the previous year have been regrouped/reclassified to conform to the current year's classification.

The following are the significant areas of financial performance during the year under review :

- Sale of jute goods was Rs 29,144.50 during the year as compared to Rs 30,244.33 during previous year. Decrease in value of sales was mainly due to lower sales realisation per M. Tonne of goods sold;

- Operating profit of the Company have increased by Rs 170.20 during the year from Rs 2,959.74 in previous year to Rs 3,129.94 during the year largely on account of better operational efficiency;

- Finance costs were lower at Rs 77.78 during the year as against Rs 95.86 in previous year. The reduction in finance costs was mainly due to availability of better liquidity;

- Inventories have decreased by Rs 304.87, being Rs 4,427.09 as at 31.03.2012 as against Rs 4,731.96 as at 31.03.2011, partly due to lower stocks of finished goods and work-in-progress and partly due to lower average rates of stocks.

- The Company has invested Rs 858.66 in fixed assets inclusive of capital advances given during the year.

h) Material developments in Human Resources/Industrial Relations front, including number of people employed Industrial relations remained cordial during the year under review.

As on 31.03.2012, the Company had 4321 employees on its rolls. The Company is continuing efforts to make its workforce competent to operate efficiently by providing in-house training and thereby enhance their knowledge and efficiency. Financial assistance and other benefits are provided to deserving staff under Company's various staff welfare schemes.

i) Cautionary statement

Statement made in this section of the report is based on the prevailing position in the jute industry and market conditions. Actual results might differ from what we perceive with regard to Company's outlook and performance.

CORPORATE GOVERNANCE

The report on corporate governance as required under clause 49 of the listing agreement with the Bombay Stock Exchange Limited has been included and forms part of the Annual Report. Besides, a certificate from the statutory auditors of the Company certifying compliance with the conditions of corporate governance is attached to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed :

i. that in the preparation of annual accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed and there are no material departures from the same;

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

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

iv. that the Directors have prepared the annual accounts on a going concern basis.

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

Information as required to be disclosed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are provided in annexure which forms part of this report.

PARTICULARS OF EMPLOYEES

Particulars in terms of provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended are set out in annexure to this report.

DIRECTORS

In accordance with Article 97 of the Articles of Association of the Company, Mr. Navin Nayar, a non executive director, retires from the Board by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Mr. Nawal Kishore Kejriwal has been re-appointed as Wholetime Director of the Company by the Board on the terms and conditions as mentioned in the resolution which is being placed before you at the ensuing Annual General Meeting and your Directors recommend passing of the same.

Brief particulars of the said directors have been given in the Notice convening Annual General Meeting.

STATUTORY AUDITORS

The statutory auditors, M/s Jain & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. The Company has received a certificate from the said Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment under the provisions of the said Act. The Audit Committee and the Board recommend the re-appointment of M/s Jain & Co., Chartered Accountants, as Auditors of the Company.

COSTAUDITORS

As per directives of the Central Government and in pursuance to provisions of Section 233B of the Companies Act, 1956 read with rules framed there under, your Company is required to carry out an audit of the cost accounts maintained by the Company in respect of each financial year. Accordingly, the Central Government, in pursuance to Company's application has approved the appointment of M/s D. Radhakrishnan & Co., Cost Accountants, to conduct the said cost audit for the financial year ended 31st March, 2012.

As per The Companies (Cost Audit Report) Rules, 2011, the due date for filing the cost audit report for the previous financial year ended 31st March, 2011 with the Central Government was 30th September, 2011 and the said report was filed by the cost auditor on 26th September, 2011.

ACKNOWLEDGEMENT

Your Directors express their gratitude for the whole hearted assistance and persistent co-operation received from the financial institutions, banks, government authorities, customers, suppliers and members of the Company.

The Directors place on record their sincere appreciation for the continuous support and sustained efforts put in by the employees at all levels through their hard work and sheer dedication.

For and on behalf of the Board

H. V. KANORIA

Chairman and Managing Director;

Kolkata, 30th May, 2012 Chief Executive Officer

---

Mar 31, 2011

The Directors have pleasure in presenting their Annual Report and Audited Accounts of the Company for the year ended 31st March, 2011.

(Amount in Rs. Lakhs) FINANCIAL RESULTS

Particulars Year ended Year ended

31st March 2011 31st March 2010

Operating results after charging depreciation show a profit of 2,999.13 1,307.38

Add: Other Income 825.30 745.00

Resulting in profit before tax and exceptional item 3,824.43 2,052.38

Add : Exceptional item :

Depreciation for earlier years written back - 59.02

Profit before tax 3,824.43 2,111.40

From which have been deducted:

Provision for current tax 1,015.00 505.68

Provision for deferred tax (81.85) (38.51)

Tax for earlier years (net) 7.66 3.25

Profit after tax 2,883.62 1,640.98

Profit brought forward from last account 371.84 351.70

Making a total of 3,255.46 1,992.68

Which has been appropriated by the directors as under:

Proposed dividend 541.35 360.90

Corporate dividend tax 87.82 59.94

Transfer to general reserve 2,200.00 1,200.00

Surplus carried to reserves & surplus 426.29 371.84

3,255.46 1,992.68

DIVIDEND

Your Directors are pleased to recommend for your consideration payment of dividend of Rs. 121- per ordinary share of the face value of Rs. 10/- each for the year ended 31 st March, 2011.

OPERATIONS

Production, sales, profitability and earnings per share show under noted position during the year under review as compared to previous year:

(Amount in Rs. Lakhs)

Particulars 2010-11 2009-10

Production (in M. Tonnes) 47,769 35,397

Total sales 30,244.33 17,189.02

Export sales (C.I.F. value) 17,887.07 8,288.56

Operating profit 2,999.13 1,307.38

Other income 825.30 745.00

Profit before tax 3,824.43 2,111.40

Profit after tax 2,883.62 1,640.98

Earnings per share of face value of RS.10/- (in Rs.) 63.92 36.38

Production during the year under review was 47769 M.Tonnes as compared to 35397 M.Tonnes during the previous year when the working was severely affected due to 62 days long industry wide strike.

The increase in profitability is attributed to higher production and sales coupled with better sales realisation mainly on account of steep increase in jute yarn selling prices triggered by bumper overseas demand during first half of the year under review.

The euphoria of aforesaid favourable overseas market conditions started waning during second half of the year and the yarn market condition became tough and competitive resulting in decrease in overall demand and fall in its selling prices. In the wake of overall market scenario, your Company as a conscious policy shifted its focus to manufacture and sale more sacking products, as it was more profitable to operate in domestic market.

It is a matter of satisfaction that your Company has created adequate in-house infrastructure to cater to both domestic and overseas markets with full flexibility.

CORPORATE GOVERNANCE DISCLOSURE

The report on corporate governance as required under clause 49 of the listing agreement with the stock exchange along with a certificate from the statutory auditors certifying compliance with the conditions of corporate governance are attached to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your directors make the following statement to the best of their knowledge and belief that:

i. in the preparation of annual accounts for the year ended 31st March, 2011, the applicable accounting standards have been followed and there are no material departures from the same;

ii. they have made judgement and estimates that are reasonable and prudent and have selected such accounting policies and applied them consistently to give true and fair view of the state of affairs of the Company for the year ended 31st March, 2011 and of the profit of the Company for that period;

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

iv. they have prepared the annual accounts on a going concern basis.

PARTICULARS OF CONSERVATION OF ENERGY ETC.

Particulars in terms of sub-section(1 )(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are set out in annexure to this report.

PARTICULARS OF EMPLOYEES

Information as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is given in annexure forming part of this report.

DIRECTORS

Under Article 97 of the Articles of Association of the Company, Mr. P. K. Khaitan, a Non-executive director, retires from the Board by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Brief particulars of Mr. Khaitan have been given in the Notice convening Annual General Meeting.

AUDITORS

The statutory auditors, Messers Jain & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. The Company has received a certificate from the said Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956. The audit committee and the Board recommends the re-appointment of M/s Jain & Co., Chartered Accountants, as auditors of the Company.

Pursuant to provisions of Section 233B of the Companies Act, 1956, Messers D. Radhakrishnan & Co., Cost Accountants, have been appointed, subject to requisite approval of the Central Government, to conduct an audit of the Cost Accounts maintained by the Company for the year ending 31st March, 2012, as per directives of the Central Government.

ACKNOWLEDGEMENT

The Directors express their appreciation for assistance and co-operation received from Export Import Bank of India, State Bank of India, Axis Bank Ltd., customers, vendors and shareholders of the Company.

The Directors also wish to place on record their appreciation and acknowledge the commitment and dedication made by the employees at all levels.

On behalf of the Board

H.V. KANORIA

Chairman and Managing Director,

Kolkata, 12th May, 2011 Chief Executive Officer

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Mar 31, 2010

The Directors are pleased to present their Annual Report and Audited Accounts of the Company for the year ended 31st March, 2010.

Amount in Rs. Lakhs FINANCIAL RESULTS Year ended March 31 2010 2009 Operating results after charging depreciation show a profit of 1307.38 2259.50 Add: Other lncome/(Loss) 745.00 (374.19) Resulting in profit before tax andl exceptional Item 2052.38 1885.31 Add : Exceptional item : Depreciation for earlier years written back 59.02 - Profit before taxation 2111.40 1885.31 From which have been deducted : Provision for taxation 505.68 608.10 Provision for deferred taxation (38.51) (13.30) Provision for Fringe benefit fax - 8.50 Taxation for earlier years (net) 3.25 84.45 Profit after taxation 1640.98 1197.56 Balance brought forward from previous year 351.70 370.82 Making a total of 1992.68 1568.38 Which has been appropriated by the Directors as under: Proposed dividend 360.90 270.68 Tax on distributed profits 59.94 46.00 Transfer to General Reserve 1200.00 900.00 Balance to be carried forward 371.84 351.70 1992.68 1568.38

DIVIDEND

The Directors are pleased to recommend for your consideration payment of dividend of Rs. 8/- per ordinary share of the face

value of Rs. 10/- each for the year ended 31st March, 2010.

OPERATIONS

Production, sales, profitability and earnings per share show under noted position during the year under review as compared to previous year:

(Rs. in Lakhs) Current year Previous year Production (in M. Tonnes) 35397 42874 Total Sales 17189.02 18669.18 Export Sales (C.I.F. Value) 8288.56 11306.60 Operating Profit 1307.38 2259.50 Other Income/(Loss) 745.00 (374.19) Profit before Taxation 2111.40 1885.31 Profit after Taxation 1640.98 1197.56 Earnings per share of face value of Rs.10/- (Rs.) 36.38 26.55

Slump in export on account of severe recession as reported last year continued for most part of the year under review. The Company, due to inadequate inhouse infrastructure to manufacture traditional jute products like sacking to cater to domestic demands, was forced to manufacture exportable goods which were sold in the overseas markets at unremunerative prices. Besides, the Jute Industry witnessed 62 days long strike from 14.12.2009 to 13.02.2010 which not only resulted in loss of production but also led to steep increase in labour cost following Tripartite Settlement. Moreover, the unprecedented high price of raw jute further pushed the cost of production.

Consequent to adverse impact of above factors, the operating profit during the year under review was severely affected, being Rs. 1307.38 lakhs for the year as against Rs. 2259.50 lakhs during previous year.

Profit under the head of other income is attributable to sale of investments in better capital market scenario as compared to last year and interest income.

CORPORATE GOVERNANCE DISCLOSURE

In compliance with the requirement of clause 49 of the Listing Agreement with the Stock Exchange, a separate report on the Corporate Governance along with a certificate from the statutory auditors on its compliance is set out in the Annexure, which forms part of this report. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors make the following statement to the best of their

knowledge and belief that:

i. in the preparation of annual accounts, the Company has followed all the applicable accounting standards for the year under review;

ii. they have made judgement and estimates that are reasonable and prudent and have selected such accounting policies and applied them consistently, unless specifically stated to be otherwise, to give true and fair view of the state of affairs of the Company for the year ended 31st March, 2010 and of the profit of the Company for that period;

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

iv. they have prepared the annual accounts on a going concern basis.

PARTICULARS OF CONSERVATION OF ENERGY ETC.

The information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure which forms part of this report.

PARTICULARS OF EMPLOYEES

The particulars as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in Annexure forming part of this report.

DIRECTORS

In accordance with Article 97 of the Articles of Association of the Company, Mr. S. Dhandhania, a Non Executive Director, retires from the Board by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. H.V. Kanoria has been re-appointed as Chairman and Managing Director of the Company by the Board on the terms and conditions as mentioned in the resolution which is being placed before you at the ensuing Annual General Meeting and your Directors recommend passing of the same.

Brief particulars of the said directors have been given in the Notice convening Annual General Meeting.

AUDITORS

The statutory auditors, Messers Jain & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956. The Board recommends that Messers Jain & Co., Chartered Accountants be appointed as Auditors of the Company and Board be authorised to fix their remuneration.

Messers D. Radhakrishnan & Co., Cost Accountants, have been appointed, subject to requisite approval of the Central Government, to conduct an audit of the Cost Accounts maintained by the Company for the year ending 31st March, 2011, as per directives of the Central Government.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank State Bank of India, Axis Bank Ltd., Export Import Bank of India, the customers

and the shareholders for their continued co-operation and support to the Company.

The Directors also express their deep sense of appreciation to employees at all levels for their dedicated service.

On behalf of the Board H.V. KANORIA Chairman and Managing Director, Kolkata, 7th May, 2010 Chief Executive Officer