Directors Report of Fairdeal Filaments Ltd.

Mar 31, 2018

The Directors are pleased to present 28thAnnual Report alongwith the audited financial statements for the Financial Year ended March 31,2018.

FINANCIAL RESULTS (Rs.inLacs)

Particulars	2017-18	2016-17
Total Revenue	21872.71	20451.27
Profit before interest and depreciation	947.83	854.90
Less : Interest	416.46	407.31
Depreciation	265.57	259.34
Profit before Tax	265.80	188.25
Less : Provision for Current Taxation	90.28	39.64
Provision for Deferred Taxation	(25.73)	(4.39)
Profit after Tax adjustment	201.25	153.00
Excess/(Short) provision for taxation in earlier year	-	23.03
Net Profit	201.25	176.02
Add : Balance brought forward from previous year	771.17	686.17
Amount available for Appropriation	972.42	862.19
Less : Proposed Dividend	-	75.63
Tax on Dividend	-	15.40
Balance Carried to Balance Sheet	972.42	771.17

OPERATIONAL PERFORMANCE

Your Company has achieved turnover of Rs. 21872.71 lacs during the year under review as compared to Rs. 20451.27 lacs for the previous year registering a growth 6.95% compared to previous year. Increase in turnover is mainly on account of increase in trading business.

Earnings before Interest, Depreciation and Tax (EBIDTA), during the year under review are Rs. 947.83 lacs as compared to Rs.854.90 lacs for the previous year. Profit before tax for the financial year under review has increased to Rs. 265.80 lacs from Rs.188.25 lacs for the previous year. Your Company has earned a Net Profit after tax of Rs. 201.25 lacs increase by 14.33% from Rs.176.02 lacs of previous year.

INDIAN ACCOUNTING STANDARD

The Ministry of Corporate Affairs (MCA) has notified on February 16, 2015 the Companies (Indian Accounting Standards) Rules, 2015 w.e.f. 01.04.2015 (Ind AS) which is applicable to our company from April 1,2017 with a transition date of April 1,2016. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 (“the Act”) read with Rule 7 of the Companies (Accounts) Rules, 2014.

The transition from previous GAAP to Ind AS has been accounted for in accordance with Ind AS 101”First time Adoption of Indian Accounting Standards.

DIVIDEND

The Board of Directors has recommended a dividend of Rs.1.25/- (i.e., 12.50%) per equity share of Rs.10/- each(last year Rs.1.25/-per equity share)on the Paid-up Equity Share Capital of company for the year ended on 31st March, 2018 amounting to Rs.91.03 lacs (inclusive of tax on dividend of Rs.15.40 lacs).The dividend payment is subject to approval of members at the ensuing Annual General Meeting.

DEPOSITS

Your Company has neither accepted nor renewed any deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 152 of the Companies Act, 2013 and in accordance with provisions of Articles of Association of the Company, Shri Arvind R. Shah (DIN 00010483), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend his re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed underthe Act and the Listing Regulations.

NUMBER OF MEETINGS HELD

During the financial year 2017-18, the Board of Directors met eight (8) times on:

1) 27/04/2017, 2) 30/05/2017, 3) 14/08/2017, 4) 13/09/2017,

5) 09/12/2017, 6) 18/01/2018, 7) 12/02/2018 and 8) 29/03/2018.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Attendance of Directors at Board Meetings and Annual General Meeting:

S. No.	Name of the director	Status	Number of Board Meetings held	Number of Meetings attended	Attendance at the AGM-29/09/2017
1.	Jayantilal Raichand Shah	Chairman/PD/NED	8	8	Attended
2.	Dhirajlal Raichand Shah	Managing Director/PD/ED	8	8	Attended
3.	Arvind Raichand Shah	Whole-time Director/PD/ED	8	8	Attended
4.	Rajendra Kundanlal Desai	ID	8	8	Attended
5.	Nandish Vin	ID	8	8	Not attended
6.	Sonia Piyush Khanna	ID	8	4	Attended

PD-Promoter Director; NED - Non-Executive Director; ID - Independent Non-Executive Director; ED - Executive Director During the financial year 2017-18, the Audit Committee met five (5) times on:

1) 30/05/2017, 2) 14/08/2017, 3) 13/09/2017, 4) 09/12/2017, and 5)12/02/2018.

	S. No.	Members of Audit Committee	Status	Number of Committee Meetings held	Number of Meetings attended
	^1.	Rajendra Kundanlal Desai	Chairman	5	5
	2.	Nandish Vin	Member	5	5
	3.	Jayantilal Raichand Shah	Member	5	5

No Nomination and Remuneration Committee meeting was held during the financial year under review.

During the financial year 2017-18, the Stakeholders Relationship Committee met eleven (11) times on:

1) 18/04/2017, 2) 29/04/2017, 3) 31/05/2017, 4) 09/08/2017, 5) 16/10/2017, 6) 30/11/2017, 7) 15/12/2017, 8) 28/12/2017, 9) 16/01/2018, 10) 31/01/2018 and 11) 15/03/2018.

	S. No.	Members ofStakeholders Relationship Committee	Status	Number of Committee Meetings held	Number of Meetings attended
	1.	Jayantilal Raichand Shah	Chairman	11	11
	2.	Dhirajlal Raichand Shah	Member	11	11
	3.	Arvind Raichand Shah	Member	11	11

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Your Company does not have any Subsidiary, Joint Venture/ Company or Associate Company.

NOMINATION AND REMUNERATION POLICY:

Policy for selection and appointment of Directors and their remuneration:

The Nomination and Remuneration (N&R) Committee has adopted a Policy which, inter alia, deals with the appointment and remuneration ofthe director, key managerial personnel (KMP) and other employees are as under:

The key objectives of the Policy are to lay down the criteria for appointment and remuneration of Directors, Key Managerial Personnel and Executives at Senior Management level and recommend to the Board their appointment, and also to formulate criteria for evaluation of performance of Independent Directors and the Board and to devise a policy on Board diversity.

i. Appointment criteria and qualification : The Committee shall identify and ascertain the integrity, qualification, positive attributes, independence of a director, expertise and experience ofthe person for appointment as Director, Key Managerial Personnel and Executives at Senior Management level in terms of Diversity Policy of the Board and recommend to the Board his/herappointment.

A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

The Company shall not appoint or continue the employment of any person as Managing or Whole-time Director who has attained the age of seventy years. Provided that the term ofthe person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

ii. Remuneration Policy: The Company has a standard remuneration policy forthe Executive and Non-Executive Directors, which is periodically reviewed by the Nomination and Remuneration Committee. The broad idea for the policy is as under.

- The remuneration / commission / sitting fees, as the case may be, to the Non-Executive / Independent Director, shall be in accordance with the provisions of the Act and the Rules made thereunder for the time being in force or as may be decided by the Committee / Board /Shareholders.

- An Independent Director shall not be entitled to any stock option of the Company unless otherwise permitted in terms of the Act and the SEBI(LODR) Regulations, 2015, as amended from time to time

- Non-Executive Directors shall be paid a sitting fee for Board Meeting and Committee Meetings fixed by the Board of Directors from time to time.

- The remuneration /compensation /commission, etc., as the case may be, to the Managing /Whole Time Director will be determined by the Committee and recommended to the Board for approval. Subject to the approval of the shareholders of the Company and Central Government, wherever required and shall be as per agreement as may be executed in accordance with the provisions of the Act and Rules made thereunder.

- The Nomination and Remuneration Policy is available on the company’s website.

The committee presently consists of three Directors. The Company Secretary acts as the Secretary of the Nomination and Remuneration Committee. Composition ofthe Nomination and Remuneration Committee is as under:

Name of Directors	Category	Position
Rajendra K. Desai	Non-Promoter / Independent / Non-Executive Director	Chairman
Nandish S. Vin	Non-Promoter / Independent / Non-Executive Director	Member
Jayantilal R. Shah	Promoter / Non-Executive Director	Member

DETAILS OF REMUNERATION TO ALL THE DIRECTORS:

The company has no pecuniary relationship or transaction with its non-executive Directors other than payment of sitting fees to them for attending the Board meeting and Committee meeting. No sitting fees are paid to Executive Directors. The remuneration policy of the company is directed towards rewarding performance. The Company has no stock option scheme. Further no commission is paid to any of the Directors.

The details of remuneration paid to the Managing Director, Whole-time Director including sitting fees paid to Non-Executive Directors of the Company are given in Form MGT-9 forming part of this report.

Details of the ratio of the remuneration of each director to the median employee’s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as per ‘Annexure -1’.

Shareholding of non-executive directors:

Name of Non-Executive Director	No. ofshares held as on March 31, 2018	% share holding
Jayantilal R. Shah	1,30,000	2.1488
Rajendra K. Desai	1320	0.0218
Nandish S. Vin	NIL	NIL
Sonia P. Khanna	100	0.0017

PARTICULARS OF EMPLOYEES

There were no employees whose remuneration was in excess of the limits in pursuance of section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of The Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

ENERGY CONSERVATION,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 the particulars relating to conservation of energy, Technology Absorption and foreign exchange earnings and outgo is appended as an ‘Annexure-2’ to the Board’s Report.

DIRECTORS’RESPONSIBILITY STATEMENT

To the best of their knowledge, belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134(3)& (5) of the Companies Act, 2013:

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

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

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

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

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

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

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri Bhairav H. Shukla, Practicing Company Secretary, (CP: 5820) Surat, has been appointed as the Secretarial Auditors to conduct the Secretarial Audit ofthe Company, the Secretarial Audit Report for the financialyear ended March 31,2018 is annexed herewith as ‘Annexure- 3’. The report is self-explanatory and does not call for any further explanation I comments as required under Section 134(3)(f) ofthe Companies Act, 2013.

STATUTORY AUDITORS AND AUDITOR’S REPORT

M/s Rangoonwala Associates, Chartered Accountants (Firm Registration No. 108632W) were appointed as the Statutory Auditors of the Company for a term of 5 (five)consecutive years, at the Annual General Meeting held on September 29, 2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

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

No fraud has been reported by the Auditors to the Audit Committee or the Board.

COST AUDITORS

The Board of Directors on the recommendation of Audit Committee, approved the appointment of M/s. Kannaujiya & Co., Cost Accountants, Surat, as the Cost Auditors of the company for the year 2018-19 at a remuneration of Rs.25,000/- plus taxes as applicable and out of pocket expenses. The remuneration of the Cost Auditors is proposed to be ratified by the members at the ensuing Annual General Meeting.

The company has made and maintained books of account and records pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013.

The Cost Audit Report for the year ended on 31st March 2018 will be submitted by M/s. Kannaujiya & Co., Cost Accountants, Surat to the Board of Directors of the company. After consideration and examination by the Board of Directors, the company will furnish cost audit report to Central Government in prescribed form.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Employee relations throughout the year were harmonious. Your company treats its human resources as its important asset contributing to the all-round growth of your company. Industrial relations have continued to be cordial at all levels of the organization during the year under review.

INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

Your company is conscious about the need to line up modern management practices. The company has been successfully running RAMCO ERP software since long back. The company has implemented Bl tools to add further values and to make the information flow more dynamic to top and mid management levels. The company has an internal control system commensurate with its size and nature of its business which covers areas such as optimum utilization of resources, accurate and prompt recording of transactions, safeguarding of assets, adherence to applicable accounting standards and policies, review of IT and other systems, compliance with prevalent statutes, management policies and procedures. These are aimed at giving the Audit Committee a reasonable assurance on the reliability of financial reporting and statutory & regulatory compliances, effectiveness and efficiency of your Company’s operations. The Internal Financial Control Systems are reviewed periodically and revised to keep in tune with the changing business environment.

Statutory Auditors of the company has conducted audit of internal financial control system over financial reporting and operating effectiveness of such controls. Separate audit report on internal financial control is annexed to Auditors Report and forming part of this report.

AUDIT COMMITTEE

Audit Committee presently consists of three Directors. The composition of Audit Committee is as follows.

Name of Directors	Category	Position
Rajendra K. Desai	Non-Promoter / Independent / Non-Executive Director	Chairman
Jayantilal R. Shah	Promoter / Non-Executive Director	Member
Nandish S. Vin	Non-Promoter / Independent / Non-Executive Director	Member

There are no instances where the Board has not accepted any recommendation of the Audit Committee.

VIGIL MECHANISM / WHISTLEBLOWER POLICY:

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

BUSINESS RISK MANAGEMENT

The Company has laid down a Risk Management Policy and identified threat of such events which if occur may adversely affect either or value to shareholders, ability of Company to achieve objectives, ability to implement business strategies. Such inherent risks are categorized into Strategic risk, Operating risk and Regulatory risk. Managing Director and Whole-time Director of the Company in consultation with Audit Committee will review from time to time the risk and suggest steps to be taken to control and mitigate the same through a properly defined framework. It may be noted that none ofthe identified risks is of a nature which would threaten the existence of the Company. We consistently and periodically review our systems and policies in order to establish sound risk management and internal control systems.

EXTRACT OF ANNUAL RETURN :

Extract of the Annual Return of the company is annexed herewith as ‘Annexure 4’ pursuant to section 92(3) of the CompaniesAct,2013and rule 12(1) of the Companies (Management and Administration) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

During the year under review, the company has not advanced any loans, given any guarantees or provided any security or made any investments covered under the provisions of section 186 of the Companies Act, 2013. Details of Investments earlier made under the provisions ofthe Companies Act, 1956, are provided in the notes to the Financial Statements.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

All related party transactions that were entered into during the financial year were in the ordinary course of business and were on arm’s length basis. All related party transactions for the year are placed before the Audit Committee as well as before the Board for approval. The transactions entered into with related parties are reviewed on a quarterly basis by the Audit Committee. There were no materially significant related party transactions which could have potential conflict with interest ofthe company at large.

Members may refer to Note no.30 to the Financial Statements which sets out related party disclosures pursuant to Ind AS.

EVALUATION OF THE BOARD’S PERFORMANCE

The Company has devised a Policy for performance evaluation ofthe Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-executive Directors and Executive Directors. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interestetc.

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS :

There are no significant and material orders passed by the Regulators or Courts or tribunals which would impact the going concern status ofthe Company and its future operations.

MATERIAL CHANGES AFFECTING THE COMPANY

The Board of Directors of the company at its meeting held on 14/07/2018, pursuant to deliberations upon the Report dated 26/06/2018 provided by M/s. Kannaujiya & Co., Cost Accountants, Surat, for consolidation ofthe business activities of certain group entities with the Company. Your Directors have accorded in principal approval to the proposed merger between Shahlon Silk Industries Private Limited, a private company incorporated under the provisions of Companies Act 1956 and having its registered office at 91, G.I.D.C., Khatodara, B/H.: Sub-Jail, Ring Road, Surat, Gujarat 395002, India (“SSIPL”) and the Company by way of Scheme of Merger by Absorption under the provisions of Sections 230 to 232 and other applicable provisions ofthe Companies Act, 2013, and the rules and regulations made thereunder (“Scheme”) in accordance with the Scheme to be drafted and subject to the approval of the draft Scheme by the Board. For the purpose of the Scheme, your Directors have also considered appointment of various agencies in the process of proposed merger such as Legal Advisors and Attorney for drafting the Scheme, Valuer to carry out the valuation of the company and suggest the suitable share exchange ratio, Merchant Banker to advise and submit the fairness opinion report. This merger would lead to synergic benefits, efficiency of operations and management, rapid growth ofthe entity, optimum utilization of its resources and minimization ofthe administrative and operative costs.

Except above, there have been no other material changes and commitments affecting the financial position of the Company between the end ofthe financial year and date of this report. There has been no change in the nature of business ofthe Company.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at work place and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013 and the rules framed thereunder. The company has also complied with provisions relating to the constitution of Internal Complaints Committee under the said Act.

During the year under review, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31 March, 2018.

CORPORATE GOVERNANCE:

As per the Regulation 15(2) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the corporate governance provisions as specified in various regulations shall not apply, in respect of the companies having paid up equity share capital not exceeding Rs.10.00 crores and Net worth not exceeding Rs.25.00 crores as on the last day of previous financial year. Since the paid up equity share capital ofthe company is Rs.6.05 crores and networth is Rs.19.17 crores, compliance with the provisions regarding Corporate Governance Report is not apply to the company.

Hence, Corporate Governance Report does notform the partofAnnual Report.

Acknowledgment

Your Directors express their grateful appreciation for the assistance and co-operation received from the Banks, Financial Institutions, Government Authorities, Customers, Suppliers and Shareholders during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation forcommitted services of employees ofthe Company at all the levels.

For and on behalf of the Board of Directors

Place : Surat Jayantilal R. Shah

Date : 14.08.2018 Chairman

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Mar 31, 2014

Dear members,

The Directors are pleased to present 24th Annual Report and audited accounts for the year ended 31st March, 2014.

Financial Results (Rs. in Lacs) Particulars 2013-14 2012-13

Total Revenue 16681.44 15754.33

Profit before interest and depreciation 832.47 843.63

Less : Interest 435.78 437.13

Depreciation 220.36 245.52

Profit before Tax 176.33 160.98

Less : Provision for Current Taxation 84.11 56.61

Provision for Deferred Taxation (18.12) 5.57

Profit after Tax adjustment 110.34 98.80

Excess/(Short) provision for taxation in earlier year (0.95) (16.80)

Net Profit 109.39 82.00

Add : Balance brought forward from previous year 404.47 377.74

Amount available for Appropriation 513.86 459.74

Less : Transfer to General Reserve 2.80 2.10

Proposed Dividend 45.75 45.75

Tax on Dividend 7.78 7.42

Balance Carried to Balance Sheet 457.54 404.47

Dividend

Your Directors recommend dividend at the rate of 12.50% i.e. Rs. 1.25 per share on the Paid-up Equity Share Capital of company for the year ended on 31st March, 2014, subject to the approval of members at the forthcoming Annual General Meeting of Company.

Operational Performance

Your Company has achieved turnover of Rs. 16681.44 lacs during the year under review as compared to Rs. 15754.33 lacs for the previous year.

Earnings before Interest, Depreciation and Tax (EBIDTA), during the year under review are Rs. 832.47 lacs as compared to Rs. 843.63 lacs for the previous year. Profit before tax for the financial year under review has accelerated by 9.53% to Rs. 176.33 during the year under review from Rs. 160.98 lacs for the previous year. Your Company has achieved Net Profit after tax of Rs. 109.39 lacs, an increase by 33.40% from Rs. 82.00 lacs during the previous year.

Fixed Deposits

Your company has not accepted any deposits from the public during the year under review.

Directors

Shri Manubhai J. Shah resigned from the directorship of the Company w.e.f. March 26, 2014. Board of Directors has taken on record the same in their meeting held on May 28, 2014. The Board placed on record its appreciation for the contribution made by them during their tenure of directorship.

Shri Rajendra K. Desai and Shri Nandish S. Vin were appointed as Non-Executive directors of the Company w.e.f. June 7, 2001 and April 25, 2011 respectively. Both Directors should be appointed as an Independent Director in pursuance of Companies Act, 2013.

The Company has received requisite notice together with deposit of Rupees One Lakh each, as provided under section 160 of the Companies Act, 2013, from the shareholders proposing the appointment of Shri Rajendra K. Desai and Shri Nandish S. Vin as Independent directors not liable to retire by rotation.

Pursuant to the provisions of section 152 ofthe Companies Act, 2013 and in accordance with provisions of Articles of Association of the Company, Shri Jayantilal R. Shah, Director of the company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Brief particulars ofthe Director retiring by rotation and proposed to be re-appointed at the forthcoming AGM have been given in the Annexure to Notice of Annual General Meeting.

Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo

Information pursuant to clause (e) of sub-section (1) of Section 217 ofthe Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to total energy consumption and energy consumption per unit of production is given in Annexure-A of this Report. Particulars with respect to Technology Absorption, Research and Development are Nil.

Foreign Exchange Earnings and Outgo (Rs. in Lacs)

2013-14 2012-13

I) Foreign Exchange Earnings 896.70 575.22

II) Foreign Exchange Outgo :

a) Raw Material 0.00 0.00

b) Capital Goods 0.00 76.95

c) Consumable Spares 18.75 23.76

d) Foreign Traveling 0.00 2.54

e) Commission Expenses on Export 9.87 11.88

Particulars of Employees

None of the employees of the company was in receipt of remuneration exceeding the limits specified under sub-section (2A) of Section 217 ofthe Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) ofthe Companies Act, 1956, the Directors based on the representation received from the Operating Management, confirm that:

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

ii) they have, in selection of accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs ofthe company at the end of financial year and ofthe profit of the company for that period;

iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) they have prepared the annual accounts ofthe company on a ''Going Concern'' basis.

Auditors and Auditor''s Report

M/s. Natvarlal Vepari & Co., Chartered Accountants, Surat, Statutory Auditors of your Company, will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment as Statutory Auditors for the financial year 2014-15.

Under section 139 ofthe Companies Act, 2013, Statutory Auditors of every listed Company who have completed a term of 10 years or more will not be eligible for re-appointment as Statutory Auditors. However, the existing companies have been allowed to comply with the new requirements of this Section within 3 years from the date of commencement of the Companies Act, 2013.

The existing Statutory Auditors ofthe Company have already completed a term of more than 10 years.

The Company has received a letter from the auditors confirming that they are eligible for appointment as auditors of the Company under section 139 of Companies Act, 2013 and meet the criteria for appointment specified in section 141 of the Companies Act, 2013.

Based on the recommendations of the Audit Committee, the Board of Directors of the Company proposes the reappointment of M/s. Natvarlal Vepari & Co., Chartered Accountants, Surat, as the Statutory Auditors of the Company for a period of 3 years from the financial years 2014-15 to 2016-17.

The notes to the accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

Cost Auditors

The Central Government has notified Companies (cost records and audit) Rules, 2014 as on June 30,2014. As per these rules the companies engaged in the Textiles business shall not be required to include cost records in their books of account and also shall not be required to get its cost records audited. Hence the company has not appointed Cost Auditors for financial year 2014-15.

However, the Cost Audit Report for the year ended on 31st March, 2014 will be submitted by M/s. A. Goyal & Co., Cost Accountants, Jaipur, to the Central Government after approval of the Board of Directors of your company.

Corporate Governance and Compliance Certificate

A separate section on Corporate Governance and a certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the stock exchange, forms part of the Annual Report.

Acknowledgment

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Banks, Financial Institutions, Government Authorities, Customers, Suppliers and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for committed services of employees of company at all the levels.

For and on behalf of the Board of Directors

Place : Surat Jayantilal R. Shah

Date : 13th August, 2014 Chairman

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Mar 31, 2013

The Directors are pleased to present 23rd Annual Report and audited accounts for the year ended 3st March, 2013.

Financial Results (Rs. in Lacs)

Particulars 2012-13 2011-12

Total Revenue 15754.33 14624.26

Profit before interest and depreciation 843.63 862.04

Less : Interest 437.13 513.80

Depreciation 245.52 215.60

Profit before Tax 160.98 132.64

Less : Provision for Current Taxation 56.61 63.94

Provision for Deferred Taxation 5.57 14.57

Profit after Tax adjustment 98.80 54.13

(Excess) Short provision for taxation in earlier year (16.80) (0.32)

Net Profit 82.00 53.81

Add : Balance brought forward from previous year 377.74 378.45

Amount available for Appropriation 459.74 432.26

Less : Transfer to General Reserve 2.10 1.35

Proposed Dividend 45.75 45.75

Tax on Dividend 7.42 7.42

Balance Carried to Balance Sheet 404.47 377.74

Dividend

Your Directors recommend dividend at the rate of 12.50% i.e. Rs. 1.25 per share on the Paid-up Equity Share Capital of company for the year ended on 31 st March, 2013, subject to the approval of members at the forthcoming Annual General Meeting of Company.

Operational Performance

Your Company has achieved turnover of Rs. 15754.33 lacs during the year under review as compared to Rs. 14624.26 lacs for the previous year.

Earnings before Interest, Depreciation and Tax(EBIDTA), during the year under review is Rs. 843.63 lacs as compared to Rs. 862.04 lacs for the previous year. Profit before tax for the financial year under review has accelerated by 21.37% to Rs. 160.98 during the year under review from Rs. 132.64 lacs for the previous year. Your Company has achieved Net Profit after tax of Rs. 82.00 lacs, an increase by 52.39% from Rs. 53.81 lacs during the previous year.

Fixed Deposits

Your company has not accepted any deposits from the public during the year under review. Directors

- In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the company, Shri Manubhai J. Shah, Director and Shri Nandish S. Vin, Director of the company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

- Brief particulars of the Directors retiring by rotation and proposed to be re-appointed at the forthcoming AGM have been given in the Annexure to Notice of Annual General Meeting.

Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo

Information pursuant to clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to total energy consumption and energy consumption per unit of production is given in Annexure-A of this Report. Particulars with respect to Technology Absorption, Research and Development are Nil.

Foreign Exchange Earnings and Outgo (Rs. in Lacs)

2012-13 2011-12

I) Foreign Exchange Earnings 575.22 845.83

II) Foreign Exchange Outgo :

a) Raw Material 0.00 0.00

b) Capital Goods 76.95 21.41

c) Consumable Spares 23.76 9.53

d) Foreign Traveling 2.54 1.38

e) Commission Expenses on Export 11.88 23.73

Particulars of Employees

None of the employees of the company was in receipt of remuneration exceeding the limits specified under sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA)of the Companies Act, 1956, the Directors based on the representation received from the Operating Management, confirm that:

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

ii) they have, in selection of accounting policies, consulted the Statutory Auditors and have 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 thecompanyattheendoffinancialyearandoftheprofitofthecompanyforthat period;

iii) they have taken proper and sufficient care to the best of their knowledge and ability 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; and

iv) they have prepared the annual accounts of the company on a ''Going Concern'' basis.

Auditors and Auditor''s Report

M/s. Natvarlal Vepari & Co., Chartered Accountants, Surat, Statutory Auditors of the company, holds office until the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment. The company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under sub-section (1B) of Section 224 of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of Sub- section (3) of Section 226 of the Companies Act, 1956, for such appointment. The notes to the accounts referred to in the Auditors'' Report are self explanatory and therefore do Not call for any further comments.

Cost Auditors

The Central Government had directed an audit of cost accounts maintained by the company in respect of Textiles business. The Board of Directors, subject to the approval of Central Government, have appointed M/s. A. Goyal & Co., Cost Accountants, Jaipur as Cost Auditors of the company for conducting the cost audit for financial year 2013-14. The CostAudit Report for the year ended on 31st March, 2013 will be submitted by M/s. M. Goyal & Co., Cost Accountants, Jaipur, to the Central Government after approval of the Board of Directors of your company.

Corporate Governance and Compliance Certificate

Separate section on Corporate Governance and a certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the stock exchange, forms part of the Annual Report.

Acknowledgment

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Banks, Financial Institutions, Government Authorities, Customers, Suppliers and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for committed services of employees of company at all the levels.

For and on behalf of the Board of Directors

Place : Surat Jayantilal R. Shah

Date : 7th August, 2013 Chairman

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Mar 31, 2010

The Directors are pleased to present the 20* Annual Report and the audited accounts for the year ended 31st March, 2010.

Financial Results (Rs. in Lacs)

Particulars 2009-10 2008-09

Sales and other operating income 8296.08 7183.10

Profit before interest and depreciation 511.39 649.86

Less: Interest 206.11 280.89

Depreciation 224.76 252.43

Profit before Tax 80.52 116.54

Less: Provision for Current Taxation 29.44 15.07

Provision for Deferred Taxation 2.30 5.65

Profit after Tax adjustment 48.78 95.82

Excess/Short provision for depreciation 3.52 -0.86

Net Profit 52.30 94.96

Add : Balance brought forward from previous year 391.25 362.81

Amount available for Appropriation 443.55 457.77

Transfer to General Reserve 3.00 13.00

Proposed Dividend 45.75 45.75

Tax on Dividend 7.77 7.77

Balance Carried to Balance Sheet 387.03 391.25

Dividend

Your Directors recommend dividend at the rate of 12.50% i.e. Rs. 1.25 per share on the paid-up equity share capital of the company for the year ended 31st March, 2010, subject to the approval by the members at the forthcoming Annual General Meeting.

Operational Performance

Your company has achieved turnover of Rs. 8296.08 lacs during the year under review as compared to Rs. 7183.10 lacs for the previous year. Increase in turnover during the year under review is mainly on account of increase in trading turnover as compared to previous year.

The company has achieved operating profit of Rs. 511.39 lacs as compared to Rs. 649.86 lacs for the previous year. Cash generation for the year under review is Rs. 277.06 lacs as compared to Rs. 347.39 lacs for the previous year. Net Profit after tax reduced to Rs. 52.30 lacs as compared to Rs. 94.96 lacs for the previous year. Profitability has been adversely affected due to demand recession during the year under review.

Fixed Deposits

Your company has not accepted any deposits from the public during the year under review.

Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the company, Shri R. K. Desai, Director and Shri M. J. Shah, Director of the company who retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Brief particulars of the Directors retiring by rotation and proposed to be re-appointed have been given in the Annexure to Notice of Annual General Meeting.

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

Information pursuant to clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to total energy consumption and energy consumption per unit of production is given in Annexure-A of this Report. Particulars with respect to Technology Absorption, Research and Development are Nil.

Foreign Exchange Earnings and Outgo: (Rs in Lacs)

2009-10 2008-09

I) Foreign Exchange Earnings 88.75 Nil

II) Foreign Exchange Outgo :

a) Raw Material 117.22 6.06

b) Capital Goods 5.36 6.98

c) Consumable Spares 1.48 0.29

d) Foreign Traveling Nil 1.67

Particulars of Employees

None of the employee of the company was in receipt of remuneration exceeding the limits specified under sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors based on the representation received from the Operating Management, confirm that:

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

ii) they have, in selection of accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit of the company for that period;

iii) they have taken proper and sufficient care to the best of their knowledge and ability 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; and

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

Auditors and Auditors Report

M/s. Natvarlal Vepari & Co., Chartered Accountants, Surat, Statutory Auditors of the company, holds office until the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment. The company has received letters from them to the effect that their appointments, if made, would be within the prescribed limits under sub-section (1B) of Section 224 of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of sub-section 3 of Section 226 of the Companies Act, 1956, for such appointment. The notes to the accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments.

Cost Auditors

The Central Government had directed an audit of cost accounts maintained by the company in respect of Textiles business. The Board of Directors, subject to the approval of the Central Government, has appointed Mr. V. Srinivasan, Cost Accountant, Navsari as the Cost Auditor of the company for conducting the cost audit. The Cost Audit Report for the year ended on 31st March, 2010 will be submitted by Mr. V. Srinivasan to the Central Government after approval of the Board of Directors.

Corporate Governance and Compliance Certificate

Aseparate section on Corporate Governance and a certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the stock exchange, form part of the Annual Report.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Banks, Financial Institution, Government authorities, Customers, Suppliers and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of employees of the company at all levels.

For and on behalf of the Board of Directors

Place: Surat Jayanti R. Shah

Date 30th July, 2010 Chairman