Directors Report of Eurotex Industries & Exports Ltd.

Mar 31, 2025

Your Directors are pleased to present their 39th Annual Report
on the affairs of the Company together with the Audited
Statement of Accounts for the year ended 31st March, 2025.

2024-25 2023-24

('' in lakhs) ('' in lakhs)

FINANCIAL RESULTS

Profit/(Loss) before Finance Cost,
Depreciation, Tax	189.42	(145.62)
Finance Cost	233.16	261.71
Profit/(Loss) before Depreciation	(43.74)	(407.33)
Depreciation	250.43	285.36
	(294.17)	(692.69)
Tax Expenses:
Prior Years’ Tax Adjustments	-	-
Deferred Tax Charged / (Credit)	(119.94)	(39.26)
Profit/(Loss) for the year	(174.23)	(653.43)
Balance brought forward
from previous year	(8007.37)	(7353.94)
Transferred from OCI	0.00	0.00
Transferred from Capital Reserve	0.00	0.00
Balance Carried to Balance Sheet	(8181.60)	(8007.37)

PERFORMANCE REVIEW

During the year, revenue from the operations of the Company is
Rs. 115.65 Lakhs as compared to Rs. 63.45 Lakhs in the
previous year. The operating profit of the Company is
Rs.189.42 Lakhs as against operating loss of Rs. 145.62 Lakhs
in the previous year. The loss after finance cost and depreciation
is Rs. 294.17 Lakhs as against the loss of Rs. 692.69 Lakhs in
the previous year.

DIVIDEND

The Board has decided not to recommend any dividend for the
financial year 2024-25.

TRANSFER TO RESERVES

There is no transfer to reserves for the financial year 2024-25.

MATERIAL CHANGES AND COMMITMENT IF ANY
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

During the year, there is no Material Changes and Commitment
which affects the Financial Position of the company.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March, 2025 was
Rs. 8,74,01,835.

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

In accordance with the provisions of Section 134 of the

Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, required information relating to the Conservation
of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo is given in “Annexure A” to the Directors’
Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL
(KMPs)

In accordance with the provisions of the Companies Act, 2013
and the Articles of Association of the Company, Shri.
Hariprasad Siotia (DIN: 00015103) retires by rotation at the
ensuing Annual General Meeting and being eligible, offers
himself for re-appointment. Accordingly, his re-appointment
forms part of the Notice of the ensuing Annual General
Meeting.

The Company has received declarations from all the
Independent Directors of the Company confirming that they
meet the criteria of independence as prescribed under the sub¬
section (7) of Section 149 of the Companies Act, 2013.

The Board is of the opinion that the Independent Directors of
the Company hold highest standards of integrity and possess
requisite expertise and experience required to fulfil their duties
as Independent Directors.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required by Section 134 (3) (c) of the Companies Act, 2013,
your Board of Directors hereby state:

a) that in the preparation of the Annual Accounts for the year
ended 31st March, 2025, the applicable accounting
standards have been followed along with proper
explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to
the Financial Statements have been selected and applied
them consistently and 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, 2025
and of the Profit & Loss of the Company for the year ended
on that date;

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

d) that the annual accounts have been prepared on a going
concern basis; that Directors have laid down internal
financial controls to be followed by the Company and such
Internal Financial Controls are adequate and operating
effectively; and

e) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and
operating effectively.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and
Listing Regulations, the Board has carried out an Annual
Performance evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its various
Committees.

The Board of Directors expressed their satisfaction with the
evaluation process.

The performance evaluation of the Chairperson and Non¬
Independent Directors was carried out by the Independent
Directors at their separate meeting held on 5th November,
2024. The Independent Directors expressed their satisfaction
with the evaluation process.

The performance evaluation of all the Directors, Committees
and the Board was carried out by the Nomination and
Remuneration Committee, Independent Directors and Board a1
their respective meetings.

NUMBER OF BOARD MEETINGS:

During the year 2024-25, the Board of Directors met five times
on the dates as given below. Also, a separate meeting of
Independent Directors was convened as prescribed under
Schedule IV of the Act, was held during the year under review.
The gap between two consecutive meetings was not more than
one hundred and twenty days as provided in section 173 of the
Companies Act, 2013.

Date of Board Meetings held During the FY 2024-25:

Sr. No.	Date of Meeting	Number of Director Liable to Attend	Number of Director Attended
1.	May 24, 2024	6	6
2.	August 06, 2024	6	5
3.	November 07, 2024	6	6
4.	January 08, 2025	6	6
5.	February 07, 2025	6	6

The details of the Composition of the Board of
Directors are given.

Sr. No.	Name of Director	Number of Entitled to Attend	Number of Meeting Attended
1.	Shri. Krishan Kumar Patodia	5	5
2.	Shri. Narayan Patodia	5	5
3.	Shri. Hariprasad Siotia	5	4
4.	Shri. Rajiv Patodia	5	5
5.	Shri. Ashwinikumar L. Dave	5	5
6.	Smt. Vrushali Mhatre	5	5

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

The Company’s policy on Directors’ appointment and
remuneration including criteria for determining qualifications,
positive attributes, independence of a Director and other
matters provided under sub-section (3) of Section 178 is
annexed hereto and forms a part of this report and is also hosted
on the website of the Company www.eurotexgroup.in.

AUDITORS

STATUTORY AUDITORS

The Statutory Auditors M/s. Lodha & Co. LLP, Chartered
Accountants (Firm’s Reg. No.301051E), were appointed as

Statutory Auditor for a term of five years at 36th Annual
General Meeting of the Company till the conclusion of 41st
Annual General Meeting of the Company.

COST AUDITORS

(As per section 148 of Companies Act, 2013 read with Rule 3
& 4 of Companies (Cost Records and Audit) Rules, 2014 as
amended from time to time, since the overall turnover of the
company from all its product or services is for the year ending
31st March, 2025 is Rs. 115.65 Lakhs and 31st March, 2024
is Rs 63.45 Lakhs, therefore we conclude that the company is
not required to get the cost audited.

MAINTENANCE OF COST RECORDS

As per section 148 of Companies Act, 2013 read with Rule 3 &
4 of Companies (Cost Records and Audit) Rules, 2014 as
amended from time to time, since the aggregate turnover from
the individual product or services does not exceed Rs. 35 crores
therefore we conclude that the company is not required to
maintain the cost records.

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
Board appointed M/s. Aabid & Co., Practicing Company
Secretaries, to conduct Secretarial Audit of the Company for
the financial year 2024-25.

AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:
Report of Statutory Auditor:

The Report given by the Statutory Auditors for the Financial
Statements for the year ended 31st March, 2025 read with
explanatory notes thereon do not call for any explanation or
comments from the Board under Section 134 (3) of the
Companies Act, 2013.

Report of Secretarial Auditor:

M/s. Aabid & Co., Practicing Company Secretaries, was
appointed to conduct Secretarial Audit of the Company for the
financial year 2024-25 as required under Section 204 of the
Companies Act, 2013 and the Rules there under. The
Secretarial Audit Report for the financial year 2024-25 forms
part of the Annual Report as “Annexure B” to the Boards
Report.

CORPORATE GOVERNANCE

The Regulation 27(2)(a) of SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015 regarding
Corporate Governance is not applicable to the Company, as
company falls under criteria of Regulation 15 (2) (a) of SEBI
(Listing Obligation & Disclosure Requirements) Regulations,
2015, the paid-up capital of the company being less than Rs.10
crores and net worth being less than Rs. 25 crores, the
threshold limit as prescribed therein.

AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of
Independent Directors including Chairman. They possess
sound knowledge on Accounts, Audit, Finance, Taxation,
Internal Controls etc.

The details of the Composition of the Audit Committee are
aiven.

Name of Person	Designation	DIN
Shri. Hariprasad Siotia	Chairman & Non- Executive Director	00015103
Shri. Ashwinikumar L. Dave	Independent Director	00126187
Smt. Vrushali Viraj Mhatre	Independent Director	08458629

Date of Audit Committee Meeting: -.

Sr. No.	Date of Meeting	Number of Director Liable to Attend	Number of Director Attended
1.	May 24, 2024	3	3
2.	August 06, 2024	3	2
3.	November 07, 2024	3	3
4.	January 08, 2025	3	3
5.	February 07, 2025	3	3

The Company Secretary of the Company acts as Secretary to
the Committee.

During the year, there are no instances where the Board had not
accepted the recommendations of the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE &
POLICY

The Company has duly constituted Nomination and
Remuneration Committee to align with the requirements
prescribed under the provisions of Section 178 of the
Companies Act, 2013 and Regulation 19 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The details of the Composition of the Nomination and
Remuneration Committee are given.

NAME OF DIRECTORS	DIN	DESIGNATION
Shri Hariprasad Siotia	00015103	Chairman & Non-Executive Director
Shri Ashwinikumar L. Dave	00126187	Independent Director
Smt. Vrushali Viraj Mhatre	08458629	Independent Director

The Board has framed a policy for selection and appointment of
Directors, Senior Management and their Remuneration. The
policy provides for determining qualifications, positive
attributes, and independence of a director.

RISK MANAGEMENT

The Company has laid down the procedures to inform the
Board about the risk assessment and minimization procedures
and the Board has formulated Risk management policy to

ensure that the Board, its Audit Committee and its Executive
Management should collectively identify the risks impacting the
Company’s business and document their process of risk
identification and risk minimization as a part of a risk
management policy/strategy.

The common risks inter alia are: Regulations, Credit Risk,
Foreign Exchange and Interest Risk, Competition, Business
Risk, Technology Obsolescence, Investments, Retention of
Talent and Expansion of Facilities etc. Business risk, inter-alia,
further includes financial risk, political risk, legal risk, etc. The
Board reviews the risk trend, exposure and potential impact
analysis and prepares risk mitigation plans, if necessary.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not required to contribute towards CSR under
Section 135 of the Companies Act, 2013 read with Rules there
under.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has an Internal Control System, commensurate
with the size, scale and complexity of its operations.

Based on the report of Internal Audit function, corrective action
is undertaken in the respective areas and thereby strengthen the
controls. Significant audit observations and corrective actions
thereon are presented to the Audit Committee of the Board.

During the year under review, no material or serious
observation has been received from the Internal Auditors of the
Company for inefficiency or inadequacy of such controls.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In line with the best Corporate Governance practices,
Company has put in place a system through which the Directors
and Employees may report concerns about unethical behavior,
actual or suspected fraud or violation of the Company’s Code of
Conduct & Ethics without fear of reprisal. The Employees and
Directors may report to the Compliance Officer and have direct
access to the Chairman of the Audit Committee. The Whistle
Blower Policy is hosted on the website of the Company i.e.
www.eurotexgroup.in.

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMAN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in
line with the requirements of the Sexual Harassment of Woman
at Workplace (Prevention, Prohibition and Redressal) Act,
2013.

Internal Complaints Committees (ICC) have been set up to
redress complaints received regarding sexual harassment and
the Company has complied with provisions relating to the
constitution of Internal Complaints Committee under The
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. All employees
(permanent, contractual, temporary, trainees) are covered
under this Policy.

The following is a summary of Sexual Harassment complaints
received and addressed during the year:

Particulars	Number
No. of complaints of sexual harassment
received in the year;	0
No. of Complaints disposed off during the year;	0
No. of cases pending for more than ninety days	0

ADHERENCE TO PROVISIONS OF THE MATERNITY
BENEFIT ACT, 1961:

The Company has complied with the applicable provisions of
the Maternity Benefit Act, 1961, including those relating to
maternity leave, benefits, and safeguards for female employees.
The Company remains committed to promoting the health,
wellbeing, and rights of its women employees, and ensures strict
adherence to all statutory requirements under the Act.
DISCLOSURE UNDER SECTION 197 (12) OF THE
COMPANIES ACT, 2013

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

a) Ratio of the remuneration of each Director to the
median remuneration of the employees of the Company

fm* tno fir» anria 1 i ioat •

Name of Director	Ratio to Median Remuneration
Shri K. K. Patodia	4.93
Shri Narayan Patodia	3.52
Shri Rajiv Patodia	2.11

b) Percentage increase in remuneration of each
Director, Chief Executive Officer, Chief Financial
Officer, Company Secretary in financial year:

Name of Person	Designation	% increase Remuneration
Shri K. K. Patodia	Chairman and Managing Director	0
Shri Narayan Patodia	Managing Director	0
Shri Rajiv Patodia	Executive Director & CFO	0

c) Percentage increase in the median remuneration of
employees in the financial year: Nil

d) The number of permanent employees on the rolls of
the Company: 29 employees

e) Average percentile increases already made in the
salaries of employees other than the managerial
personnel in the last financial year and its comparison
with the percentile increase in the managerial
remuneration and justification thereof and point out if
there are any exceptional circumstances for increase in
the managerial remuneration: Nil

f) Affirmation that the remuneration is as per the
remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration
policy of the Company.

The requirement of Rule 5 (2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is not
applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

During the year under review, the Company has not given any
loans and guarantees. Details of Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are
given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the
financial year were on an arm’s length basis and were in the
ordinary course of business. There are no materially significant
Related Party Transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the
interest of the Company at large and hence, enclosing of Form
AOC-2 is not required. All Related Party Transactions are
placed before the Audit Committee as well as the Board for
approval. Prior omnibus approval of the Audit Committee is
obtained for the transactions which are of a foreseen and
repetitive nature. The entered Related Party transactions
pursuant to the omnibus approval so granted are audited and a
statement giving details of all Related Party Transactions is
placed before the Audit Committee and the Board of Directors
for their approval on a quarterly basis. The Company has
developed a Related Party Transactions Policy for the purpose
of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the
Board is available on the Company’s website at
www.eurotexgroup.in.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 (2) (e) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Management Discussion & Analysis Report for the year under
review is given under a separate section and forms part of the
Annual Report.

PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling
within the purview of provisions of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014 during the year under review. Hence, the
requirement for furnishing of details of deposits which are not in
compliance with the Chapter V of the Act is not applicable.

ANNUALRETURN

The Annual Return of the Company for the financial year ended
31st March, 2025 in Form MGT-7 as required under Section
92(3) of the Companies Act, 2013, is available on the
Company’s website and can be accessed at
www.eurotexgroup.in.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

During the financial year 2024-25, there were no significant or
material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and operations of the
Company in the future.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with Secretarial Standards issued
by the Institute of Company Secretaries of India on Board and
General Meetings.

REPORTING OF FRAUDS

There were no frauds reported by the Statutory Auditors under
provisions of Section 143 (12) of the Companies Act, 2013 and
Rules made there under.

OTHER DISCLOSURES

During the year under review, there was no change in the nature
of business of the Company.

During the year under review, the Company does not have any
Subsidiary or Joint Venture or Associate Company.

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

The requirement to disclose the details of difference between
amount of the valuation done at the time of onetime settlement
and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof, is not
applicable.

ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation and
thankful acknowledgement for valuable assistance the
Company received from all Customers, Agents, Suppliers,
Investors and Bankers.

On behalf of the Board

KRISHAN KUMAR PATODIA

Chairman and Managing Director

Place : Mumbai
Date : 21st May, 2025

---

Mar 31, 2024

Your Directors are pleased to present their 38th Annual Report
on the affairs of the Company together with the Audited
Statement of Accounts for the year ended 31st March, 2024.

2023-24 2022-23

('' in lakhs) ('' in lakhs)

FINANCIAL RESULTS

Profit/(Loss) before Finance Cost,
Depreciation, Tax	(145.62)	247.07
Finance Cost	261.71	265.72
Profit/(Loss) before Depreciation	(407.33)	(18.65)
Depreciation	285.36	315.63
	(692.69)	(334.28)
Tax Expenses:
Prior Years’ Tax Adjustments	-	-
Deferred Tax Charged / (Credit)	(39.26)	(77.50)
Profit/(Loss) for the year	(653.43)	(256.78)
Balance brought forward
from previous year	(7353.94)	(7097.16)
Transferred from OCI	0.00	0.00
Transferred from Capital Reserve	0.00	0.00
Balance Carried to Balance Sheet	(8007.37)	(7353.94)

PERFORMANCE REVIEW

During the year, revenue from the operations of the Company is
Rs.63.45 Lakhs as compared to Rs. 572.40 Lakhs in the
previous year. The operating loss of the Company is Rs.145.62
Lakhs as against operating profit of Rs.247.07 Lakhs in the
previous year. The loss after finance cost and depreciation is Rs.
692.69 Lakhs as against the loss of Rs.334.28 Lakhs in the
previous year.

DIVIDEND

The Board has decided not to recommend any dividend for the
financial year 2023-24.

TRANSFER TO RESERVES

There is no transfer to reserves for the financial year 2023-24.

MATERIAL CHANGES AND COMMITMENT IF ANY
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

During the year, there is no Material Changes and Commitment
which affects the Financial Position of the company.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March, 2024 was
Rs. 8,74,98,650.

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

In accordance with the provisions of Section 134 of the

-

Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, required information relating to the Conservation
of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo is given in “Annexure A” to the Directors’
Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL
(KMPs)

During the year Ms. Aisha Ayaz Ahmed Siraj (Membership No.-
A67270) had resigned from the post of Company Secretary &
Compliance Officer of the Company with effect from 22nd
March, 2024.

During the year Ms. Neha Garg (Membership No.- A69523)
was appointed as Company Secretary & Compliance Officer
with effect from 22nd March,2024.

During the year Smt. Vrushali Mhatre has been appointed as an
Additional Independent Director of the Company with effect
from 22nd March, 2024 for the period of 5 years. Further Smt.
Vrushali Mhatre has been regularized as an Independent
Director on Extra-Ordinary General Meeting held by the
Company with effect from 16th May 2024.

During the year Shri. Ashwinikumar Dave has been re¬
appointed as an Independent Director of the Company with
effect from 25th May, 2024 for a second term of 5 consecutive
years up to 24th May, 2029 by the Board of Directors on 22nd
March 2024.

Due to the untimely regretful demise of our Independent
Director Shri . Vinod Kumar Gupta during the year, his p osition
as a Director of the company ceased with effect from 15th
September, 2023.

During the year the tenure of Smt. Hema Thakur as an
Independent Director of the Company ended on 31st March,
2024 after completion of her second term.

Shri. Janak Hemant Madhavdas resigned from his position as
C.E.O. (Real Estate Segment) of the company on August 1,
2023.

In accordance with the provisions of the Companies Act, 2013
and the Articles of Association of the Company, Shri Narayan
Patodia (DIN: 00013122) retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for re¬
appointment. Accordingly, his re-appointment forms part of
the Notice of the ensuing Annual General Meeting.

The Company has received declarations from all the
Independent Directors of the Company confirming that they
meet the criteria of independence as prescribed under the sub¬
section (7) of Section 149 of the Companies Act, 2013.

The Board is of the opinion that the Independent Directors of
the Company hold highest standards of integrity and possess
requisite expertise and experience required to fulfil their duties
as Independent Directors.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required by Section 134 (3) (c) of the Companies Act, 2013,
your Board of Directors hereby state:

a) that in the preparation of the Annual Accounts for the year
ended 31st March, 2024, the applicable accounting
standards have been followed along with proper
explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to
the Financial Statements have been selected and applied
them consistently and 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, 2024
and of the Profit & Loss of the Company for the year
ended on that date;

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

d) that the annual accounts have been prepared on a going
concern basis; that Directors have laid down internal
financial controls to be followed by the Company and such
Internal Financial Controls are adequate and operating
effectively; and

e) that systems to ensure compliance with the provisions of
all applicable laws were in place and were adequate and
operating effectively.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and
Listing Regulations, the Board has carried out an Annual
Performance evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its various
Committees.

The Board of Directors expressed their satisfaction with the
evaluation process.

The performance evaluation of the Chairperson and Non¬
Independent Directors was carried out by the Independent
Directors at their separate meeting held on 10th August, 2023.
The Independent Directors expressed their satisfaction with the
evaluation process.

The performance evaluation of all the Directors, Committees
and the Board was carried out by the Nomination and
Remuneration Committee, Independent Directors and Board at
their respective meetings.

NUMBER OF BOARD MEETINGS:

During the year 2023-24, the Board of Directors met six times
on the dates as given below. Also, a separate meeting of
Independent Directors was convened as prescribed under
Schedule IV of the Act, was held during the year under review.
The gap between two consecutive meetings was not more than
one hundred and twenty days as provided in section 173 of the
Companies Act, 2013.

Date of Board Meetings held During the FY 2023-24:

Sr. No.	Date of Meeting	Number of Director Liable to Attend	Number of Director Attended
1.	April 13, 2023	7	7
2.	May 20, 2023	7	7
3.	August 04, 2023	7	6
4.	November 03, 2023	6	5
5.	February 06, 2024	6	6
6.	March 22, 2024	7	7

The details of the Composition of the Board of
Directors are given.

Sr. No.	Name of Director	Number of Entitled to Attend	Number of Meeting Attended
1.	Shri. Krishan Kumar Patodia	6	6
2.	Shri. Narayan Patodia	6	5
3.	Shri. Hariprasad Siotia	6	6
4.	Shri. Rajiv Patodia	6	6
5.	Shri. Ashwinikumar L. Dave	6	6
6.	# Smt. Hema Thakur	6	6
7.	AShri. V.K. Gupta	3	2
8.	*Smt. Vrushali Mhatre	1	1

#During the year the tenure of Smt. Hema Thakur as an
Independent Director of the Company ended on 31st March
2024 after completion of her second term.

^ADue to the untimely regretful demise of our Independent
Director Shri. Vinod Kumar Gupta during the year, his position
as a Director of the company ceased with effect from 15th
September, 2023.

*Smt. Vrushali Mhatre has been appointed as an Additional
Independent Director of the Company on 22nd March, 2024
for the period of 5 years. Further Ms. Vrushali Mhatre has been
regularized as an Independent Director in Extra-Ordinary
General Meeting held by the Company on 16th May 2024.

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

The Company’s policy on Directors’ appointment and
remuneration including criteria for determining qualifications,
positive attributes, independence of a Director and other
matters provided under sub-section (3) of Section 178 is
annexed hereto and forms a part of this report and is also hosted
on the website of the Company www.eurotexgroup.in.

AUDITORS

STATUTORY AUDITORS

The Statutory Auditors M/s. Lodha & Co. LLP, Chartered
Accountants (Firm’s Reg. No.301051E), were appointed as
Statutory Auditor for a term of five years at 36th Annual
General Meeting of the Company till the conclusion of 41st
Annual General Meeting of the Company.

COST AUDITORS

As per section 148 of Companies Act, 2013 read with Rule 3 &
4 of Companies (Cost Records and Audit) Rules, 2014 as
amended from time to time, since the overall turnover of the
company from all its product or services is for the year ending
31st March, 2024 is Rs. 63.45 Lakhs and 31st March, 2023
is Rs 572.40 Lakhs, therefore we conclude that the company is
not required to get the cost audited.

MAINTENANCE OF COST RECORDS

As per section 148 of Companies Act, 2013 read with Rule 3 &
4 of Companies (Cost Records and Audit) Rules, 2014 as
amended from time to time, since the aggregate turnover from

the individual product or services does not exceed Rs. 35 crores
therefore we conclude that the company is not required to
maintain the cost records.

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
Board appointed M/s. Aabid & Co., Practicing Company
Secretaries, to conduct Secretarial Audit of the Company for
the financial year 2023-24.

AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under :

Report of Statutory Auditor:

The Report given by the Statutory Auditors for the Financial
Statements for the year ended 31st March, 2024 read with
explanatory notes thereon do not call for any explanation or
comments from the Board under Section 134 (3) of the
Companies Act, 2013.

Report of Secretarial Auditor:

M/s. Aabid & Co., Practicing Company Secretaries, was
appointed to conduct Secretarial Audit of the Company for the
financial year 2023-24 as required under Section 204 of the
Companies Act, 2013 and the Rules there under. The
Secretarial Audit Report for the financial year 2023-24 forms
part of the Annual Report as “Annexure B” to the Boards
Report.

CORPORATE GOVERNANCE

The Regulation 27(2)(a) of SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015 regarding
Corporate Governance is not applicable to the Company, as
company falls under criteria of Regulation 15 (2) (a) of SEBI
(Listing Obligation & Disclosure Requirements) Regulations,
2015, the paid-up capital of the company being less than Rs.10
crores and net worth being less than Rs. 25 crores, the
threshold limit as prescribed therein.

AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of
Independent Directors including Chairman. They possess
sound knowledge on Accounts, Audit, Finance, Taxation,
Internal Controls etc.

The details of the Composition of the Audit Committee are
given.

Name of Person	Designation	DIN
Shri. Hariprasad Siotia	Chairman & Non- Executive Director	00015103
Shri. Ashwinikumar L. Dave	Independent Director	00126187
‘Smt. Hema Thakur	Independent Director	01363454
Smt. Vrushali Mhatre	Independent Director	08458629

‘During the year the tenure of Smt. Hema Thakur as an

Independent Director of the Company ended on 31st March
2024 after completion of her second term.

Date of Audit Committee Meeting: -.

Sr. No.	Date of Meeting	Number of Director Liable to Attend	Number of Director Attended
1.	May 20, 2023	4	4
2.	August 04, 2023	4	3
3.	November 03, 2023	3	3
4.	February 06, 2024	3	3

The Company Secretary of the Company acts as Secretary to
the Committee.

During the year, there are no instances where the Board had not
accepted the recommendations of the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE &
POLICY

The Company has duly constituted Nomination and
Remuneration Committee to align with the requirements
prescribed under the provisions of Section 178 of the
Companies Act, 2013 and Regulation 19 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The details of the Composition of the Nomination and
Remuneration Committee are given.

NAME OF DIRECTORS	DIN	DESIGNATION
Shri Hariprasad Siotia	00015103	Chairman & Non-Executive Director
Shri Ashwinikumar L. Dave	00126187	Independent Director
‘ Smt. Hema Thakur	01363454	Independent Director
Smt. Vrushali Mhatre	08458629	Independent Director

During the year the tenure of Smt. Hema Thakur as an
Independent Director of the Company ended on 31st March
2024 after completion of her second term.

The Board has framed a policy for selection and appointment of
Directors, Senior Management and their Remuneration. The
policy provides for determining qualifications, positive
attributes, and independence of a director.

RISK MANAGEMENT

The Company has laid down the procedures to inform the
Board about the risk assessment and minimization procedures
and the Board has formulated Risk management policy to
ensure that the Board, its Audit Committee and its Executive
Management should collectively identify the risks impacting the
Company’s business and document their process of risk
identification and risk minimization as a part of a risk
management policy/strategy.

The common risks inter alia are: Regulations, Credit Risk,
Foreign Exchange and Interest Risk, Competition, Business
Risk, Technology Obsolescence, Investments, Retention of

Talent and Expansion of Facilities etc. Business risk, inter-alia,
further includes financial risk, political risk, legal risk, etc. The
Board reviews the risk trend, exposure and potential impact
analysis and prepares risk mitigation plans, if necessary.
CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy has been placed on the Company’s website
www.eurotexgroup.in. The Company is not required to
contribute towards CSR under Section 135 of the Companies
Act, 2013 read with Rules there under. The Board of Directors
of your Company, however, has constituted a CSR Committee.
INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has an Internal Control System, commensurate
with the size, scale and complexity of its operations.

Based on the report of Internal Audit function, corrective action
is undertaken in the respective areas and thereby strengthen the
controls. Significant audit observations and corrective actions
thereon are presented to the Audit Committee of the Board.

During the year under review, no material or serious observation
has been received from the Internal Auditors of the Company
for inefficiency or inadequacy of such controls.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In line with the best Corporate Governance practices, Company
has put in place a system through which the Directors and
Employees may report concerns about unethical behavior,
actual or suspected fraud or violation of the Company’s Code of
Conduct & Ethics without fear of reprisal. The Employees and
Directors may report to the Compliance Officer and have direct
access to the Chairman of the Audit Committee. The Whistle
Blower Policy is hosted on the website of the Company i.e.
www.eurotexgroup.in.

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMAN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in
line with the requirements of the Sexual Harassment of Woman
at Workplace (Prevention, Prohibition and Redressal) Act,
2013.

Internal Complaints Committees (ICC) have been set up to
redress complaints received regarding sexual harassment and
the Company has complied with provisions relating to the
constitution of Internal Complaints Committee under The
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. All employees
(permanent, contractual, temporary, trainees) are covered
under this Policy.

The following is a summary of Sexual Harassment complaints
received and disposed off during the year:

a) No. of Complaints received: Nil

b) No. of Complaints disposed of: Nil

DISCLOSURE UNDER SECTION 197 (12) OF THE
COMPANIES ACT, 2013

Disclosures pertaining to remuneration and other details as
required under Section 197 (12) of the Companies Act, 2013

read with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given
below:

a) Ratio of the remuneration of each Director to the
median remuneration of the employees of the Company
for the financial year:

Name of Director	Ratio to Median Remuneration
Shri K. K. Patodia	4.97
Shri Narayan Patodia	2.13
Shri Rajiv Patodia	3.55

b) Percentage increase in remuneration of each
Director, Chief Executive Officer, Chief Financial
Officer, Company Secretary in financial year:

Name of Person	Designation	% increase Remuneration
Shri K. K. Patodia	Chairman and Managing Director	0
Shri Narayan Patodia	Managing Director	0
Shri Rajiv Patodia	Executive Director & CFO	0

c) Percentage increase in the median remuneration of
employees in the financial year: Nil

d) The number of permanent employees on the rolls
of the Company: 29 employees

e) Average percentile increases already made in the
salaries of employees other than the managerial
personnel in the last financial year and its comparison
with the percentile increase in the managerial
remuneration and justification thereof and point out if
there are any exceptional circumstances for increase in
the managerial remuneration: Nil

f) Affirmation that the remuneration is as per the
remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration
policy of the Company.

The requirement of Rule 5 (2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is not
applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

During the year under review, the Company has not given any
loans and guarantees. Details of Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are
given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the
financial year were on an arm’s length basis and were in the
ordinary course of business. There are no materially significant
Related Party Transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the
interest of the Company at large and hence, enclosing of Form

AOC-2 is not required. All Related Party Transactions are
placed before the Audit Committee as well as the Board for
approval. Prior omnibus approval of the Audit Committee is
obtained for the transactions which are of a foreseen and
repetitive nature. The transactions entered into pursuant to the
omnibus approval so granted are audited and a statement giving
details of all Related Party Transactions is placed before the
Audit Committee and the Board of Directors for their approval
on a quarterly basis. The Company has developed a Related
Party Transactions Policy for the purpose of identification and
monitoring of such transactions.

The policy on Related Party Transactions as approved by the
Board is available on the Company’s website at
www.eurotexgroup.in.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 (2) (e) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Management Discussion & Analysis Report for the year under
review is given under a separate section and forms part of the
Annual Report.

PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling
within the purview of provisions of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014 during the year under review. Hence, the
requirement for furnishing of details of deposits which are not in
compliance with the Chapter V of the Act is not applicable.

ANNUALRETURN

The Annual Return of the Company for the financial year ended
31st March, 2024 in Form MGT-7 as required under Section
92(3) of the Companies Act, 2013, is available on the
Co mp an y’ s web s ite an d can b e acces se d at
www.eurotexgroup.in.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

During the financial year 2023-24, there were no significant or
material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and operations of the
Company in the future.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with Secretarial Standards issued
by the Institute of Company Secretaries of India on Board and
General Meetings.

REPORTING OF FRAUDS

There were no frauds reported by the Statutory Auditors under
provisions of Section 143 (12) of the Companies Act, 2013 and
Rules made there under.

OTHER DISCLOSURES

During the year under review, there was no change in the nature
of business of the Company.

During the year under review, the Company does not have any
Subsidiary or Joint Venture or Associate Company.

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

The requirement to disclose the details of difference between
amount of the valuation done at the time of onetime settlement
and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof, is not
applicable.

ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation and
thankful acknowledgement for valuable assistance the
Company received from all Customers, Agents, Suppliers,
Investors and Bankers.

On behalf of the Board

KRISHAN KUMAR PATODIA

Chairman and Managing Director

Place : Mumbai
Date : 24th May, 2024

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present their 29th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

2014-15 2013-14 (Rs. in lacs) (Rs. in lacs)

FINANCIAL RESULTS

Profit before Finance Cost,Depreciation, Tax 993.58 2,896.49

Less: Finance Costs 868.31 911.52

Profit/(Loss) before 125.27 1,984.97 Depreciation

Less: Depreciation 462.26 960.10

(336.99) 1,024.87

Less: Provision for - 475.84 Income Tax

Less: Prior Years' Tax Adjust- ments (Net) - 13.26

Add: Deferred Tax Assets 14.44 21.45

Profit/(Loss) for the year (322.55) 557.22 Balance brought forward from previous year 1,664.35 1,158.31

Less: Additional Depreciation dueto change in life of Assets net ofDeferred Tax Asset Rs.86.48 Lakhs consequent to enactment of

Companies Act, 2013 169.26 -

Amount available for 1,172.54 1,715.53 appropriation

Less: Appropriations during the year

Proposed Dividend - 43.75

Corporate Dividend Tax - 7.43

Balance Carried to Balance Sheet 1,172.54 1,664.35

performance review

During the year revenue from the operations of the Company is Rs.280.65 Crores as compared to Rs.344.29 Crores in the previous year. The operating profits of the Company is Rs.9.93 Crores as against Rs.28.96 Crores in the previous year. The loss after finance cost and depreciation is Rs.3.37 Crores as against the profit of Rs.10.25 Crores in the previous year.

This year exports of cotton yarn from India to China dropped by a whopping 23%. The main reason for the fall in sales of the Company is due to substantial reduction in exports and reduction in price of yarns. Our exports during the year is Rs.197.24 Crores as against Rs.244.88 Crores in the previous year. The reasons for drop in operating profits are mainly due to fall in exports and increase in man power cost.

DIVIDEND

The Board has decided not to recommend any dividend for the Financial Year 2014-15.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs.8,74,98,650. During the year under review, the Company has not issued any shares with differential rights as to dividend, voting or otherwise or convertible debentures.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the Financial Position of the Company which have occurred between the end of the Financial year of the Company to which the Financial Statement relate and the date of this report.

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

In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, required information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in the "Annexure A" to the Directors' Report.

EXPANSION OF BUSINESS

The Company has surplus parcels of land at Kolhapur. The Board of Directors of the Company are of the opinion that since the Real Estate sector is doing well, the Company can profitably diversify its business into Real Estate. Keeping this in view, the Company has altered the Main Object of the Memorandum of Association of the Company to include Real Estate business.

DIRECTORS / KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Hari Prasad Siotia (DIN: 00015103) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Accordingly, his re-appointment forms part of the Notice of the ensuing Annual General Meeting.

Smt. Hema Thakur (DIN: 01363454) was appointed as an Additional Independent Director on the Board of the Company on 14th February, 2015. In accordance with the requirements of Section 149 and 152 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, her continuation as an Independent Director on the Board of the Company will have to be approved by the Members of the Company.

In accordance with provisions of Section 149 of the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges, Smt. Hema Thakur (DIN: 01363454) has given a declaration to the Company that she meets

the criteria of independence as mentioned in Section 149 (6) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement. The details of the proposal for appointment of Independent Director is mentioned in the statement under Section 102 of the Companies Act, 2013, annexed to the notice of the 29th Annual General Meeting of the Company.

Shri Rajiv Patodia (DIN: 00026711) has been appointed as Chief Financial Officer of the Company in the Board Meeting held on 8th November, 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the sub-section (7) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 134 (3) (c) of the Companies Act, 2013, your Board of Directors hereby state:

(a) that in the preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied them consistently and judgments and estimates are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the Profit & Loss of the Company for the year ended on that date;

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

(d) that the annual accounts have been prepared on a going concern basis;

(e) that Directors have laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;

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

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors at their separate meeting.

BOARD MEETINGS

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

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Director's Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 is annexed hereto and forms a part of this report.

AUDITORS

Statutory Auditors

M/s. Lodha & Co., Chartered Accountants (Firm's Reg. No. 301051E), who are the Statutory Auditors of the Company, hold office in accordance with the provisions of the Companies Act, 2013 up to the conclusion of the Annual General Meeting of the Company scheduled to be held in the calendar year 2017, subject to ratification by Members every year and are eligible for re- appointment.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Auditors of the Company. The Board, based on recommendation of Audit Committee, recommends the appointment of M/s. Lodha & Co. as the Statutory Auditors of the Company.

Necessary Resolution for ratification of appointment of the said Auditors is included in the Notice of AGM for seeking approval of Members.

Cost Auditors

Pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, on recommendations of Audit Committee, your Directors had appointed M/s. A. G. Anikhindi & Co. to audit the Cost Records of the Company for the Financial year ending 31st March, 2016 on a remuneration of Rs. 1,00,000/- (Rupees One Lakh only) plus applicable taxes. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in Annual General Meeting for their ratification. Accordingly, a Resolution seeking Member's ratification is included in the Notice convening the Annual General Meeting.

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 Board has appointed M/s. S. K. Jain & Co., Practising Company Secretary, to conduct Secretarial Audit of the Company for the Financial year 2014-15.

AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

1. Statutory Auditor and their Report:

At the Annual General Meeting held on 6th September, 2014, M/s Lodha & Co., Chartered Accountant, were appointed as Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors is to be placed for ratification at every Annual General Meeting. Accordingly the appointment of M/s Lodha & Co., Chartered Accountant, as Statutory Auditors of the Company is placed for ratification by the Shareholders. In this regard the Company has received a Certificate from the Auditors to the effect that if they are appointed it would be in accordance with the provision of Section 141 of the Companies Act, 2013.

The Report given by the Statutory Auditors for the Financial Statements for the year ended 31st March, 2015 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

2. Secretarial Auditor & his Report:

M/s. S. K. Jain & Co., (Proprietor Dr. S. K. Jain) Practicing Company Secretary, was appointed to conduct Secretarial Audit of the Company for the financial year 2014-15 as required under Section 204 of the Companies Act, 2013 and the Rules thereunder. The Secretarial Audit report for the financial year 2014-15 forms part of the Annual Report as "Annexure B" to the Boards Report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance and a Certificate from M/s. Lodha & Co., Statutory Auditors, regarding compliance with the conditions of Corporate Governance is given in a separate section and forms part of the Annual Report.

AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee are given in the Corporate Governance Report.

The Company Secretary of the Company acts as Secretary of the Committee.

During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE & POLICY

The Company has duly constituted Nomination & Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement.

The details of the Composition of the Nomination & Remuneration Committee are given in the Corporate Governance Report.

The Board has framed a policy for selection and appointment of Directors, Senior Management and their Remuneration. The policy provides for determining qualifications, positive attributes, and independence of a Director.

RISK MANAGEMENT

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk Management policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company's business and document their process of risk identification and risk minimization as a part of a Risk Management policy / strategy.

The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. Business Risk, inter-alia, further includes financial risk, political risk, legal risk, etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary.

Further, in accordance with Clause 49 of the Listing Agreement, a Risk Management Committee has also been formed which also oversees the Risk Management of the Company.

The details of the Composition of the Risk Mnagement Committee are given in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not required to contribute towards CSR under Section 135 of the Companies Act, 2013 read with Rules thereunder.

The Board of Directors of your Company, however, has constituted a CSR Committee. The details of the Composition of the Corporate Social Responsibility Committee are given in the Corporate Governance Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and Employees may report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the website of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORK- PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All woman employees (permanent, contractual, temporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a) No. of Complaints received: Nil

b) No. of Complaints disposed off: Nil

DISCLOSURE UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

a. Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Name of Ratio to Median Director Remuneration

Shri K. K. Patodia 30.52:1

Shri Narayan Patodia 16.41:1

Shri Rajiv Patodia 15.69:1

b. Percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in financial year:

Name of Person Designation % increase in remune- ration in financial yeaR

Shri K. K. Patodia Chairman and MD -

Shri Narayan Patodia Managing Director -

Shri Rajiv Patodia Executive Director - and CFO

Shri Rahul Rawat Company Secretary 28.17

c. Percentage increase in the median remuneration of employees in the financial year:

4.91%

d. The number of permanent employees on the rolls of the Company:

1,095 employees

e. Explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase of 6.45%. The individual increments varied from 2.13% to 30.61%, based on individual performance.

The increase in remuneration is in line with market trends. In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organizational performance, apart from individual's performance.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in FY 2014 - 2015 (Rs. in Lakhs) 97.26

Revenue (Rs. in Lakhs) 28,064.83

Remuneration of KMPs

(as % of revenue) 0.35

Profit Before Tax (PBT) (Rs. in Lakhs (336.99)

Remuneration of KMPs (as % of PBT) -

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars As at As at % 31/03/2015 31/03/2014 Change

Market Capitalisa- tion (Rs. Lakhs) 1,723.72 1,671.22 3.14

Price Earnings

Ratio (3.69) 6.37 (157.93)

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with last public offer:

Particulars As at As at % 31/03/2015 31/03/1993* Change

Market Price (BSE) 19.70 21.54 (8.54)

Market Price (NSE) 20.05 21.54 (6.92)

* Adjusted for rights issue of 20,19,815 shares of face value Rs. 10 issued at Rs. 60 in the financial year 1992-1993.

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 6.45% in the salaries of employees.

Increase in the managerial remuneration for the year was 2.44%.

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Name of Shri K. K. Shri Shri Shri Person Patodia Narayan Rajiv Rahul Patodia Patodia Rawat

Designation Chairman Managing Executive Company and MD Director Director & Secretary CFO

Remunera- tion in FY 2014-2015 (Rs. in Lakhs) 47.40 25.48 24.37 6.37

Revenue (Rs. in Lakhs) 28,064.83 28,064.83 28,064.83 28,064.83

Remunera- tion as % of revenue 0.17 0.09 0.09 0.02

Profit Before Tax (PBT) (Rs. in Lakhs) (336.99) (336.99) (336.99) (336.99)

Remunera- tion as % of PBT - - - -

k. The key parameters for any variable component of remuneration availed by the Directors:

None

l. The ratio of the remuneration of the highest paid Director to that of the employees who

are not Directors but receive remuneration in excess of the highest paid Director during the year:

None

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans and guarantees. Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and hence, enclosing of Form AOC-2 is not required. All Related Party Transactions are placed before the Audit Committee as well as the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all Related Party Transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www.eurotexgroup.com.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis Report for the year under review is given under a separate section and forms part of the Annual Report.

PUBLIC DEPOSITS

The Company has not accepted or renewed any amount

falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2015 made under

the provisions of Section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith as "Annexure C".

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and thankful acknowledgement for valuable assistance the Company received from all Lending Bankers.

On behalf of the Board

K. K. PATODIA Place: Mumbai Chairman Date : 23rd May, 2015 and Managing Director

---

Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present their 28th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

2013-14 2012-13 (Rs. in lacs) (Rs. in lacs) FINANCIAL RESULTS

Profit before Finance Cost,

Depreciation, Tax 2,896.49 1,857.78

Less: Finance Costs 911.52 912.05

Profit before Depreciation 1,984.97 945.73

Less: Depreciation 960.10 987.49

1,024.87 (41.76)

Less: Provision for Income Tax 475.84 176.50

Less: Prior Years'' Tax Adjust- ment (Net) 13.26 201.49

Add: Deferred Tax Asset 21.45 240.14

Profit/(Loss) for the year 557.22 (179.61)

Balance brought forward

from previous year 1,158.31 1,337.92

Amount available for appropriation 1715.53 1158.31

Less: Appropriations during the year

_ Proposed Dividend 43.75 -

_ Corporate Dividend Tax 7.43 -

Balance Carried to Balance Sheet 1,664.35 1,158.31

OPERATIONS

During the year the turnover of the Company was Rs.332.44 Crores as compared to Rs.272.94 Crores in the previous year.

DIVIDEND

Your Directors recommend a Dividend @5% on Equity Shares of the Company for the year ended 31st March, 2014. The Dividend payout is subject to approval of Members at the ensuing Annual General Meeting.

AWARDS

Your Directors are pleased to inform you that your Company has been awarded by TEXPROCIL with the Silver Plaque, the second highest Exports of Cotton Yarn during the year 2012-13.

REPORT ON CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION AND ANALYSIS. The Audit Committee constituted by the Board has been functioning over the last thirteen years. The Committee renders valuable services to the Board on several issues particularly on Internal Controls, Accounting Policies and Corporate Governance norms. The Board of Directors appointed Shri V. K. Gupta as Chairman of the Audit Committee.

Similarly, the Shareholders'' / Investors'' Grievance Committee met regularly throughout the year and overviewed the operations of the Share Transfer Registrars, response to Investors Grievances, progress of dematerialisation and other matters.

Pursuant to Section 178 of the Companies Act, 2013, the Shareholders'' and Investors'' Grievances Committee nomenclature has been changed into Stakeholders Relationship Committee.

Pursuant to Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the existing Remuneration Committee nomenclature has been changed into Nomination and Remuneration Committee.

The Company has complied with Clause 49 of the Listing Agreement pursuant to SEBI guidelines. Accordingly, reports on Corporate Governance and Management Discussion and Analysis are enclosed and form part of this Report.

INDUSTRIAL RELATIONS

The Company continued its endeavor in maintaining peace and harmony across all levels of employment in the Organisation in the year under review.

PARTICULARS OF EMPLOYEES, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOR- EIGN EXCHANGE EARNINGS AND OUTGO Information relating to Conservation of Energy, Technol- ogy Absorption and Foreign Exchange Earnings and Outgo required under Section 217 (1) (e) of the Companies Act, 1956, is set out in the separate statement attached to this Report and forms part of it.

The particulars of employees, as required under Section 217(2A) of the Companies Act, 1956, are given in a separate statement attached to this report and form part of it.

DIRECTORS

Shri Dharam Paul has submitted his resignation from Direc- torship on 19th July, 2013 which has been accepted by the Board of Directors. The Board of Directors expresses their sincere appreciation for the valuable services rendered by him to the Company during his tenure.

In terms of the provisions of the Companies Act, 1956 and article 104 of the Articles of Association of the Company, Shri Gopal Patodia retire from office by rotation and, being eligible, offer himself for re-appointment.

Appropriate resolution for the re-appointment of the aforesaid Director is being moved at the ensuing Annual General Meeting which the Board recommends for your approval.

DIRECTORS'' RESPONSIBILITY STATEMENT Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

1. in the preparation of Annual Accounts, the applicable accounting standards have been followed;

2. appropriate accounting policies have been selected and applied consistently, and have 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 March 31, 2014 and of the Net Profit of the Company for the period from April 1, 2013 to March 31, 2014;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. the Annual Accounts have been prepared on a going concern basis.

AUDITORS

M/s. Lodha & Co., the Statutory Auditors of the Company, will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

In view of the provisions of Section 139 of the Companies Act, 2013, your Directors request the shareholders to appoint Statutory Auditors of the Company for a period of 3 years i.e. till the conclusion of Annual General Meeting to be held in the year 2017.

COST AUDITORS

Pursuant to a directives of the Central Government, the Company is required to subject its Cost Records to Cost Audit in respect of its manufacturing operations every year. Accordingly, M/S A. G. Anikhindi & Co., qualified Cost Auditors have been appointed to carry out audit of the Cost Accounts maintained by the Company for the year ended 31st March, 2014.

The details of the Cost Auditors are as under:

Name : M/s. A. G. Anikhindi & Co.

Address : 1730, Rajarampuri,

6th Lane, Kolhapur, Maharashtra-416008.

Actual date for filing

Cost Audit Report in

XBRL Format for

F. Y. ended 31.03.2013 : 10/09/2013

INSURANCE

The Company has taken comprehensive risk cover to insure all the properties of the Company.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and thankful acknowledgement for valuable assistance the Company received from all Lending Bankers.

On behalf of the Board

K. K. PATODIA Place : Kolhapur Chairman Date : 30th May, 2014 and Managing Director

---

Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present their 27th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2013.

2012-13 2011-12 (Rs. in lacs) (Rs. in lacs)

FINANCIAL RESULTS

Profit before Finance Cost, Depreciation, Tax (excluding profit on sale of Assets at Calicut) 1994.90 775.28

Less: Finance Costs 1049.16 1211.22

ProfiV(Loss) before Depreciation 945.74 (435.94)

Less: Depreciation 987.50 1002.51

(41.76) (1438.45)

Add: Profit on Sale of Assets 9170 97 at Calicut (41.76) 740.82

Less: Provision for Income Tax 176.50 154.85

Less: Prior Years'' Tax Adjust- ments (Net) 201.49

Add: Deferred Tax Assets 240.13 220.56

Add: MAT Credit Entitlement 27.13

ProfitZ(Loss) for the year (179.62) 833.66

Balance brought forward from previous year 1337.92 504.26

Balance of Profit/(Loss) Carried to Balance Sheet 1158.30 1337.92

OPERATIONS

During the year the turnover of the Company was Rs.272.83 Crores as compared to Rs.245.39 Crores in the previous year.

REPORT ON CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION AND ANALYSIS.

The Audit Committee constituted by the Board has been functioning over the last twelve years. The Committee renders valuable services to the Board on several issues particularly on Internal Controls, Accounting Policies and Corporate Governance norms. The Board of Directors appointed Shri Dharam Paul as Chairman of the Audit Committee.

Similarly, the Shareholders'' / Investors'' Grievance Committee met regularly throughout the year and overviewed the operations of the Share Transfer Registrars, response to Investors Grievances, progress of dematerialisation and other matters.

The Company has complied with clause 49 of the Listing Agreement pursuant to SEBI guidelines. Accordingly, reports on Corporate Governance and Management Discussion and Analysis are enclosed and form part of this Report.

INDUSTRIAL RELATIONS

The Company continued its endeavor in maintaining peace and harmony across all levels of employment in the Organisation in the year under review.

PARTICULARS OF EMPLOYEES, CONSERVA- TION OF ENERGY, TECHNOLOGY ABSORP- TION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to Conservation of Energy, Tech- nology Absorption and Foreign Exchange Earnings and Outgo required under Section 217 (1) (e) of the Com- panies Act, 1956, is set out in the separate statement attached to this Report and forms part of it.

The particulars of employees, as required under Section 217(2A) of the Companies Act, 1956, are given in a separate statement attached to this report and form part of it.

DIRECTORS

In terms of the provisions of the Companies Act, 1956 and article 104 of the Articles of Association of the Company, Shri H. R Siotia, Shri V. K. Gupta and Shri D. K. Patel retire from office by rotation and, being eligible, offer themselves for re-appointment.

Appropriate resolutions for the re-appointment of the aforesaid Directors are being moved at the ensuing Annual General Meeting which the Board recommends for your approval.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

1. in the preparation of Annual Accounts, the applicable accounting standards have been followed;

2. appropriate accounting policies have been selected and applied consistently, and have 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 March 31, 2013 and of the Net Profit of the Company for the period from April 1, 2012 to March 31, 2013;

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

4. the annual accounts have been prepared on a going concern basis.

AUDITORS

M/s. Lodha & Co., the Statutory Auditors of the company, will retire at the forthcoming Annual General Meeting of the company and, being eligible, offer themselves for re-appointment.

Your Directors request the Shareholders to appoint Statutory Auditors of the Company for the Current Year.

COST AUDITORS

Pursuant to a directive of the Central Government, the Company is required to subject its Cost Records to Cost Audit in respect of its manufacturing operations every year. Accordingly, M/S A. G. Anikhindi & Co., qualified Cost Auditors have been appointed to carry out audit of the cost accounts maintained by the Company for the year ended 31st March, 2013.

The details of the Cost Auditors are as under:

Name : M/s. A. G. Anikhindi & Co.

Address : 1730, Raja Ram Puri,

6th Lane, Kolhapur, Maharashtra-416008.

Actual date of filing

Cost Audit Report in

XBRL Format for

F. Y ended 31.03.2012 : 25/12/2012

INSURANCE

The Company has taken comprehensive risk cover to insure all the properties of the Company.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and thankful acknowledgement for valuable assistance the Company received from all Lending Bankers.

On behalf of the Board K. K. PATODIA

Place : Mumbai Chairman

Date : 25th May, 2013 Managing Director

---

Mar 31, 2012

The Directors are pleased to present their 26th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

2011-12 2010-11 (Rs. in lacs) (Rs. in lacs)

FINANCIAL RESULTS

Profit before Finance Cost, Depreciation, Tax (excluding profit on sale of Assets at Calicut) 775.28 2677.18

Less: Finance Costs 1211.22 1107.87

Profit/(Loss) before Depreciation (435.94) 1569.31

Less: Depreciation 1002.51 992.36

(1438.45) 576.95

Add: Profit on Sale of Assets at Calicut 2179.27 -

Profit/(Loss) Before Tax 740.82 576.95

Less: Provision for Income Tax 154.85 63.61

Add: Deferred Tax Assets 220.56 -

Add: MAT Credit Entitlement 27.13 61.01

Profit/(Loss) for the year 833.66 574.35

Balance brought forward from previous year 504.26 (70.09)

Balance of Profit/(Loss) Carried to Balance Sheet 1337.92 504.26

OPERATIONS

During the year the turnover of the Company was Rs.245.39 Crores as compared to Rs.207.43 Crores in the previous year. There is a net loss before tax of Rs. 14.38 Crores as compared to profit of Rs.5.76 Crores in the previous year from manufacturing operations. However on account of Sale of Assets at Calicut there is a net profit after tax for the year of Rs.8.34 Crores.

AWARDS

Your Directors are pleased to inform you that your Company has been awarded State Level Award by Maharashtra Energy Development Agency (A Government of Maharashtra Institution) for excellence in Energy Conservation and Management in the Textile Sector for the year 2009-10.

REPORT ON CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION AND ANALYSIS.

The Audit Committee constituted by the Board has been functioning over the last eleven years. The Committee renders valuable services to the Board on several issues particularly on Internal Controls, Accounting Policies and Corporate Governance norms. The Board of Directors appointed Shri Dharam Paul as Chairman of the Audit Committee.

Similarly, the Shareholders' / Investors' Grievance Committee met regularly throughout the year and overviewed the operations of the Share Transfer Registrar, response to Investors Grievances, progress of dematerialisation and other matters.

The Company has complied with clause 49 of the Listing Agreement pursuant to SEBI guidelines. Accordingly, report on Corporate Governance and Management Discussion and Analysis are enclosed and form part of this Report.

INDUSTRIAL RELATIONS

The Company continued its endeavor in maintaining peace and harmony across all levels of employment in the Organisation in the year under review.

PARTICULARS OF EMPLOYEES, CONSERVA- TION OF ENERGY, TECHNOLOGY ABSORP- TION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to Conservation of Energy, Tech- nology Absorption and Foreign Exchange Earnings and Outgo required under Section 217 (1) (e) of the Com- panies Act, 1956, is set out in the separate statement attached to this Report and forms part of it.

The particulars of employees, as required under Section 217(2A) of the Companies Act, 1956, are given in a separate statement attached to this report and form part of it.

DIRECTORS

In terms of the provisions of the Companies Act, 1956 and article 104 of the Articles of Association of the Company, Shri P P Dundh, Shri M.L. Bagaria and Shri A. R. Garde retire from office by rotation and, being eligible, offer themselves for re-appointment. Appropriate resolutions for the re-appointment of the aforesaid Directors are being moved at the ensuing Annual General Meeting which the Board recommends for your approval.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

1. in the preparation of Annual Accounts, the appli- cable accounting standards have been followed;

2. appropriate accounting policies have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company as at March 31, 2012 and of the Net Profit of the Company for the period from April 1, 2011 to March 31, 2012;

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

4. the annual accounts have been prepared on a going concern basis.

AUDITORS

M/s. Lodha & Co., the Statutory Auditors of the company, will retire at the forthcoming Annual General Meeting of the company and, being eligible, offer themselves for re-appointment.

Your Directors request the Shareholders to appoint Statutory Auditors of the Company for the Current Year.

COST AUDITORS

Pursuant to a directive of the Central Government, the Company is required to subject its Cost Records to Cost Audit in respect of its manufacturing operations every year. Accordingly, M/S A. G. Anikhindi & Co., qualified Cost Auditors have been appointed to carry out audit of the cost accounts maintained by the Company for the year ended 31st March, 2012.

INSURANCE

The Company has taken comprehensive risk cover to insure all the properties of the Company.

ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation and thankful acknowledgement for valuable assistance the Company received from all Lending Bankers.

On behalf of the Board Place : Mumbai K. K. PATODIA

Date : 26th May, 2012 Chairman

---

Mar 31, 2010

The Directors are pleased to present their 24th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2010.

2009-10 2008-09 (Rs. in lacs) (Rs. in lacs)

FINANCIAL RESULTS

Profit before Interest, Depreciation and Tax 1954.88 668.17

Less: Interest and Finance Charges 1038.14 1111.49

Profit/(Loss) before Depreciation 916.74 (443.32)

Less: Depreciation 995.68 962.31

Profit/(Loss) before Tax (78.94) (1405.63)

Add: Exceptional Item (Electricity Duty Liability Written back relating to earlier years on receiving High Court Order) 281.81 --

Less: Provision for Income Tax - --

Less: Fringe Benefit Tax - 9.79

Add: Deferred Tax Assets - --

Add: MAT Set off _ __

Profit/(Loss) for the year 202.87 (1415.42)

Balance brought forward from previous year (272.96) 929.51

General Reserve transferred to Profit & Loss Account - 212.95

Balance of Profit /(Loss) Carried to -------- -------

Balance Sheet (70.09) (272.96)

OPERATIONS

During the year, turnover of the Company was Rs.175.09 Crores as compared to Rs. 124.47 Crores in the previous year. The Company has earned a Net Profit after Tax of Rs.2.03 Crores as against a Net Loss after Tax of Rs.14.15 Crores in the previous year.

AWARDS

Your Company conceived and implemented successfully an Energy Conservation project for our complete plant which resulted in substantial power saving. Your Directors are pleased to inform you that in appreciation of the same your Company received the National Energy Conservation Award, Textile Sector, from Government of India, Ministry of Power for the year 2009. The Award was presented by Hon. Union Minister of Power, Shri Sushil Kumar Shinde, at Vigyan Bhawan, New Delhi.

Your Directors are further happy to inform you that once again your Company has received an award from the Government of Maharashtra, in recognition of Companys Export Performance in Textile - Large Scale Industry Category for the year 2007-08.

REPORT ON CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION AND ANALYSIS.

The Audit Committee constituted by the Board has been functioning over the last nine years. The Committee renders valuable services to the Board on several issues particularly on Internal Controls, Accounting Policies and Corporate Governance norms. The Board of Directors appointed Shri Dharam Paul as Chairman of the Audit Committee.

Similarly, the Shareholders / Investors Grievance Committee met regularly throughout the year and overviewed the operations of the Share Transfer Registrars, response to Investors Grievances, progress of dematerialisation and other matters.

The Company has complied with clause 49 of the Listing Agreement pursuant to SEBI guidelines. Accordingly, reports on Corporate Governance and Management Discussion and Analysis are enclosed and form part of this Report.

INDUSTRIAL RELATIONS

The Company continued its endeavor in maintaining peace and harmony across all levels of employment in the Organisation in the year under review.

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

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 217 (1) (e) of the Companies Act, 1956, is set out in the separate statement attached to this Report and forms part of it.

The particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 are given in seperate statements attached to this report and form part of it.

DIRECTORS

In terms of the provisions of the Companies Act, 1956 and article 104 of the Articles of Association of the Company, Shri A. R. Garde, Shri V. K. Gupta and Shri D. K. Patel retire from office by rotation and, being eligible, offer themselves for re-appointment.

Appropriate resolutions for the re-appointment of the aforesaid Directors are being moved at the ensuing Annual General Meeting which the Board recommends for your approval.

Director Shri M. D. Sohani resigned from the Board with effect from 28th April, 2009. Shri M. L. Bagaria has been appointed as Additional Director with effect from 30th October, 2009.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

1. in the preparation of Annual Accounts, the applicable accounting standards have been followed;

2. appropriate accounting policies have been selected and applied consistently, and have 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 March 31, 2010 and of the net profit of the Company for the period from April 1, 2009 to March 31, 2010;

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

4. the Annual Accounts have been prepared on a going concern basis.

AUDITORS

M/s. Lodha & Co., the Statutory Auditors of the Company, will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re- appointment.

Your Directors request the Shareholders to appoint Statutory Auditors for the Current Year.

COST AUDITORS

Pursuant to directive of the Central Government, the Company is required to undergo Cost Audit in respect of its manufacturing operations every year. Accordingly, M/s A. G. Anikhindi & Co., qualified Cost Auditors have been appointed to carry out audit of the cost accounts maintained by the Company for the year ended 31st March, 2010.

INSURANCE

The Company has taken comprehensive risk cover to insure all the properties of the Company.

ACKNOWLEDGEMENT

The unprecedented net loss in the last financial year was the result of the impact of a severe global recession as well as a sharp rupee appreciation against the US Dollar. Due to this, it was necessary to seek and secure from our lending bankers a debt restructuring scheme with moratorium on loan repayments. Our Banks fully supported our company in a difficult time by granting us the requested moratorium. Your Directors wish to place on record our appreciation for their support and co-operation.

Your Directors express their warm appreciation to the employees for their diligence and contribution in running the mills smoothly.

On behalf of the Board

Place : Mumbai K. K. PATODIA

Date : 29th May, 2010 Chairman