Directors Report of Ginni Filaments Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their report on the business and operation of your Company together with the Audited
Financial Statements for the year ended March 31,2025.

FINANCIAL HIGHLIGHTS

Particulars	Year ended 31-03-2025	Year ended 31-03-2024
Gross sales and other income
Continuing operations:	37,949.64	35,169.63
Discontinued Operations:	-	52,395.78
Total	37,949.64	87,565.41
Earninq before interest, taxes , depreciation and amortization	-
Continuing operations:	3,009.61	2,309.76
Discontinued Operations:	-	(2,954.80)
Total	3009.61	(645.04)
Exceptional item	-	(2,571.60)
Profit/(loss) before tax
Continuing operations :	442.27	(3,000.89)
Discontinued Operations:	-	(5,928.39)
Total	442.27	(8,929.28)
Provision for tax
Continuing operations :	22.74	(375.76)
Discontinued Operations:	-	(104.07)
Net profit/(loss)
Continuing operations :	419.53	(2,625.13)
Discontinued Operations:	-	(5,824.32)
Total	419.53	(8,449.45)
Earninqs per share (in f) (Basic and Diluted)
Continuing operations :	0.49	(3.07)
Discontinued Operations:	-	(6.80)
Continuing and Discontinued operations	0.49	(9.87)

DIVIDEND AND RESERVES

Your Directors do not recommend any dividend for the financial year ended March 31,2025 and no amount has been transferred to
General Reserve.

OPERATIONS AND STATE OF COMPANY AFFAIRS

During the FY 2024-25, Company’s revenue has decreased to Rs. 37,949.64 lacs from Rs. 87,565.41 lacs in the FY 2023-24. The profit
after interest, depreciation and tax for the FY 2024-25 is Rs. 419.53 lacs as compared to loss of Rs. 8,449.45 lacs in the FY 2023-24.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, as required under Regulation 34(3) of SEBI (LODR) Regulations, 2015 read with Schedule V
of said Regulations, forms part of this Board''s report and is annexed as Annexure - ‘A’.

DIRECTORS, KEY MANAGERIAL PERSONNEL AND COMMITTEES

As per provision of Section 152 of the Companies Act, 2013, Shri Shishir Jaipuria, Managing Director retires by rotation at the ensuing
Annual General Meeting and being eligible offer himself for re-appointment.

The Board of Directors of the Company at its meeting held on 31 July, 2024 has reappointed Shri Saket Jaipuria as Executive
Director cum President of the Company for a further period 3 years w.e.f. 11^th February, 2025 on remuneration as recommended by

the Nomination and Remuneration Committee (NRC). Further, his appointment was approved by the shareholders by passing special
resolution in AGM held on 25^th September, 2024.

The Board of Directors of the Company at its meeting held on 31^st July, 2024 has reappointed Shri Suresh Singhvi as Whole
time Director designated as Director (Finance) and CFO of the Company for a further period of 2 years w.e.f. 1^st August, 2024 on
remuneration as recommended by the Nomination and Remuneration Committee (NRC). Further, his appointment was approved by
the shareholders by passing special resolution in AGM held on 25^th September, 2024.

The Board of Directors of the Company at its meeting held on 31^st July, 2024 has appointed Shri Manish Agrawal, Shri. Kalpataru
Tripathy and Mrs Sujata Sharma as an Additional Directors in the category of Independent Directors of the Company for the period
of three years w.e.f. 31^st July, 2024 on the recommendation of Nomination and Remuneration Committee (NRC). Further, their
appointments were approved by the shareholders by passing special resolutions in AGM held on 25^th September, 2024.

The Independent Directors namely Shri Joginer Pal Kundra, Shri Jugal Kishore Bhagat, Smt. Manju Rana, Shri Manish Agarwal,
Shri Kalpataru Tripathi, Smt. Sujata Sharma and Shri Desh Deepak Verma have given their declaration of independence in terms
of Section 149 of the Companies Act, 2013. Meeting of the Independent Directors excluding all other Directors and officials of the
Company was held as required under, Rule 8 of Schedule IV to the Companies Act, 2013 and Regulation 25 of SEBI (LODR)
Regulations, 2015 wherein they reviewed the performance of the Executive Directors of the Company, Chairman of the Company and
assessed the quality, quantity and timelines of flow of information.

Further during the Financial Year 2024-25, Shri Joginder Pal Kundra, Shri Jugal Kishore Bhagat, and Smt Manju Rana have completed
their tenure as an Independent Directors on September 9, 2024 and consequently ceased as an Independent Directors of the
Company. The Board placed on record appreciation for the their outstanding contribution made by them during their tenure.

The details of various Committee of Board of Director along with its meetings have been included in the Corporate Governance Report.

ANNUAL EVALUATION BY THE BOARD

For performance evaluation of the Board as stipulated under Listing Regulations and Section 134 of the Companies Act, 2013 read
with Rule 8(4) of the Companies (Account) Rules, 2014, a formal Annual Evaluation process has been carried out for evaluating the
performance of the Board, its Committees and the individual Directors. The performance of the Board was evaluated by the Board
after seeking inputs from all directors on basis of criteria, such as, board composition and structure, effectiveness of board processes,
information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking input from the Committee members on the basis
of criteria, such as, composition of Committees, effectiveness of Committee meetings, etc. The Board and the NRC reviewed the
performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors, performance of Non Independent Directors and performance of the Board as a
whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of
the Executive Directors and Non-executive Directors. Additionally, the Independent Directors in the said meeting also evaluated the
quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board
to effectively and reasonably perform their duties.

The above evaluations were discussed in the Board meeting and Nomination and Remuneration Committee at which the performance
of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done
by the entire board, excluding the independent director being evaluated.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place the Vigil Mechanism / Whistle Blower Policy with a view to provide for adequate safeguards against
victimization of persons who use such mechanism and made provisions for direct access to the chairperson of the Audit Committee
in appropriate or exceptional cases. The details of the Vigil Mechanism and whistle Blower Policy are available on the website of the
Company i.e. www.ginnifilaments.com.

NOMINATION AND REMUNERATION POLICY

The salient features of Nomination and Remuneration Policy of the Company is annexed to this report as Annexure-‘B’. The Nomination
and Remuneration Policy as approved by the Board may be accessed on the Company''s website i.e. www.ginnifilaments.com.

MEETINGS OF THE BOARD

During the year under review, five (05) Board Meetings were held on 02^nd May, 2024, 20^th May, 2024, 31^st July, 2024, 08^th November,
2024 and 07^th February, 2025 and five (05) Audit Committee meetings were held on 02^th May, 2024, 20^th May, 2024, 31^st July, 2024, 08^th
November, 2024 and 07^th February, 2025. In accordance with the requirement from time to time other Committee meetings were held
and one separate meeting of Independent Directors was also held. The attendance of the Directors who attended the Board Meetings
and Committees thereof has been included in the Corporate Governance Report.

CODE OF CONDUCT

The Code of conduct laid down by the Board is in operation in the Company. All Board members and senior management personnel
have affirmed the compliance with the code. The declaration to this effect is enclosed to the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, to the best of knowledge and belief and according
to the information and explanations obtained, your Directors make the following statements that:

a. in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards had been
followed along with proper explanation relating to material departures, if any;

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 of the Company for that period;

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

d. the Directors had prepared the annual accounts on a going concern basis;

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Guarantees or Investments are provided in the Financial Statements of the Company. Please refer to Note No.
7 of the Financial Statements of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Policy on Related Party Transactions may be assessed at the Company''s website at www.ginnifilaments.com. During the
year under review, there has been no materially significant related party transaction between the Company and its related parties
which requires disclosure in prescribed form. For related party transactions in financial statement, please refer to Note No. 45 of the
Financial Statement of the Company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors on the Board of the Company are well versed with the Company''s business model and the nature of
industries in which it is operating.

The Directors are also kept updated with information of the Company, the industry and developments in different segments in which
the Company operates at the Board meetings while reviewing the operations, quarterly/annual financial results and considering the
budgets.

A familiarization programme for Independent Directors laid down by the Board has been posted on the Company''s website at www.
ginnifilaments.com.

RISK MANAGEMENT

The company has a risk management committee which has the responsibility to identify the risk and suggest the management the
mitigation plan for the identified risks in accordance with the risk management policy of the Company. The detail of risks and other
concerns are included in the Management Discussion and Analysis which is the part of this Directors'' Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and applicable Rules and recent amendments, for the year
ended March 31,2025, the Company was not required to make any expenditure towards CSR.

Acknowledging its responsibility towards the society, your Company has put in place a CSR Policy, which may be referred to at the
Company''s website www.ginnifilaments.com. The CSR committee guides and monitors the activity undertaken by the Company in
this sphere.

EXTRACT OF THE ANNUAL RETURN

A Copy of the Annual Return of the Company containing the particulars, prescribed u/s 92 of the Companies Act, 2013, in form MGT-7
is uploaded on the website of the Company i.e. www.ginnifilaments.com.

DEPOSITS

The Company has neither invited nor accepted any deposits from the public or its employees under section 73 of Companies Act, 2013
and rules made thereunder, during the year under review.

SIGNIFICANT AND MATERIAL ORDERS

There is no significant and material order passed by any of regulators, court of law or tribunals impacting the going concern status of
the company or impacting its operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an internal financial controls system, commensurate with the size, scale and complexity of its operation. The details
have been included in the Management Discussion and Analysis which is the part of this Board''s Report.

STATUTORY AUDITORS

M/s. Doogar & Associates, Chartered Accountants (Firm Registration No. 000561 IN) Statutory Auditors of the Company were
appointed as Auditor of the Company at 39^th Annual General Meeting held on 28^th September, 2022, to hold office from the conclusion
of 39^th AGM until the conclusion of 44^th AGM.

AUDITOR''S REPORTS

The Auditors Report on the Audited Financial Statement of the Company for the year ended 31^st March, 2025 do not contain any
qualification, reservation or adverse remark so need not require any explanation or comment.

COST RECORDS

Maintenance of cost records, as specified by the Central Government under Section 148(1) of the Companies Act, 2013, is not
applicable to the Company.

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 of Directors had appointed Mr. Praveen Rastogi, Proprietor of M/s Praveen Rastogi
and Co., Company Secretary in practice as Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year
ended March 31,2025. The Secretarial Audit Report is annexed as Annexure -‘C''.

The Secretarial Audit Report for the Financial Year ended on March 31, 2025 issued by Secretarial Auditor do not contain any
qualification, reservation or adverse remark except the following:

During the Financial Year 2024-25, the company has filed all the ROC forms within time, except E- form MR-1 and E-form MGT-14.
CHANGE IN NATURE OF BUSINESS:

During the year under review, there has been no change in the Company''s nature of business.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF DURING THE FINANCIAL YEAR:

Not applicable during the financial year.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES
OR ASSOCIATE COMPANIES DURING THE YEAR

There are no companies which have become or ceased to be subsidiary, joint venture and / or associate of the company during the
financial year 2024-25.

SECRETARIAL STANDARD

The Company is in Compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on
Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT-GO

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with
the requirement of the Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Account) Rules, 2014 forms
part of this Board''s Report and is annexed as Annexure - ‘D’.

REMUNERATION AND PARTICULARS OF EMPLOYEES

The information in accordance with the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - ‘E’.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the report of Corporate Governance as required
under Regulation 34 read with Schedule V of SEBI (LODR) Regulations. As a listed Company, necessary measures are taken to
comply with the requirements of regulations of SEBI (LODR) Regulations, 2015. A report on Corporate Governance as stated above,
along with a certificate of compliance from the Auditor, M/s Praveen Rastogi and Co., Company Secretary, forms part of this Board''s
Report and is annexed as Annexure - ‘F’.

COMPOSITION OF AUDIT COMMITTEE

As on the date of this report, the Audit Committee comprises of 3 Non Executive Independent Directors, viz., Smt. Sujata Sharma
(Chairman of the Committee), Shri Kalpataru Tripathi and Shri Manish Agarwal and one Executive Director i.e. Shri Shishir Jaipuria
as Members.

COMPOSITION OF OTHER COMMITTEE

Details regarding Composition of other Committees of the Board are mentioned in the Corporate Governance Report forming part of
this Annual Report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 DURING THE FINANCIAL YEAR

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year
2024-25 against the Company.

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

The Company has constituted committee under the sexual harassment of women at workplace (prevention, prohibition and Redressal)
Act, 2013 and complied with the provisions of the same.

The Company is committed to provide a safe and conducive work environment to its employees during the financial year. Your
Directors further state that during the financial year, there were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

INDUSTRIAL RELATIONS

The Company continued to maintain harmonious and cordial relations with its workers in all its divisions, which enabled it to achieve
best performance level on all fronts.

OTHER DISCLOSURES

(i) There were no instances of any fraud reported by the Auditors under Section 143(12) of the Act.

(ii) No material change or commitment has occurred after close of the financial year 2024-25 till the date of this Report, which affects
the financial position of the Company.

ACKNOWLEDGEMENT

The Directors wish to convey their deep appreciation for the cooperation and assistance received from its stakeholders, valued
customers, suppliers, banks, financial institutions, government authorities and stock exchanges. The Directors also wish to place on
record their sincere appreciation of the devoted and dedicated services rendered by all Executives, Staff Members and Workmen of
the Company.

For and on behalf of the Board of Directors

Sd/-

Place : NOIDA (U.P.) SHISHIR JAIPURIA

Date : 07^th May, 2025 Chairman & Managing Director

DIN:00274959

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Mar 31, 2024

Your Directors have pleasure in presenting their report on the business and operation of your Company together with the Audited Financial Statements for the year ended March 31,2024.

FINANCIAL HIGHLIGHTS

Particulars	Year ended 31-03-2024	Year ended 31-03-2023
Gross sales and other income
Continuing operations:	35,169.63	37,364.91
Discontinued Operations:	52,395.78	58,317.09
Total	87,565.41	95,682.00
Earning before interest, taxes , depreciation and amortization
Continuing operations:	2,309.76	3,986.31
Discontinued Operations:	(2,954.80)	(1,373.77)
Total	(645.04)	2,612.54
Exceptional item	(2,571.60)
Profit/(loss) before tax
Continuing operations :	(3,000.89)	1,528.60
Discontinued Operations:	(5,928.39)	(4,101.76)
Total	(8,929.28)	(2,573.16)
Provision for tax
Continuing operations :	(375.76)	172.91
Discontinued Operations:	(104.07)	(1,312.99)
Net profit/(loss)
Continuing operations :	(2,625.13)	1,355.69
Discontinued Operations:	(5,824.32)	(2,788.77)
Total	(8,449.45)	(1,433.08)
Earnings per share (in?) (Basic and Diluted)
Continuing operations :	(3.07)	1.58
Discontinued Operations:	(6.80)	(3.26)
Continuing and Discontinued operations	(9.87)	(167)

DIVIDEND AND RESERVES

Your Directors do not recommend any dividend for the financial year ended March 31,2024 and no amount has been transferred to General Reserve.

OPERATIONS AND STATE OF COMPANY AFFAIRS

During the FY 2023-24, both from continuing and your Company''s total revenue has decreased to Rs. 87,565.41 lacs from Rs. 95,682.00 lacs in the FY 2022-23. The loss after depreciation and tax for the FY 2023-24 has increased to Rs. 8,449.45 lacs from Rs. 1,433.08 lacs in the FY 2022-23.

We would like to inform you that the Company has transferred the Spinning, Knitting and Processing Undertaking situated at 110 KM Stone, Delhi-Mathura Road, Chhata, Kosi, Distt. Mathura (U.P.) - 281401 of the Company as a going concern on a slump sale basis to RSWM Ltd. for a consideration of Rs.160 Crores, subject to the necessary adjustments as were specified in Business Transfer Agreement (“BTA”).

This Slump Sale marks an important strategic move for our company, allowing us to focus on more profitable areas of business. We are confident that this Slump Sale will enhance our ability to drive growth and create value for our stakeholders. We will continue to explore opportunities that align with our strategic objectives and contribute to the long-term success of our company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, as required under Regulation 34(3) of SEBI (LODR) Regulations, 2015 read with Schedule V of said Regulations, forms part of this Board''s report and is annexed as Annexure - ‘A’.

DIRECTORS, KEY MANAGERIAL PERSONNEL AND COMMITTEES

As per provision of Section 152 of the Companies Act, 2013, Shri Suresh Singhvi, Whole-Time Director designated as Director (Finance) & CFO, retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment

The Independent Directors namely Shri Joginder Pal Kundra, Shri Jugal Kishore Bhagat, Smt. Manju Rana and Shri Desh Deepak Verma have given their declaration of independence in terms of Section 149 of the Companies Act, 2013. Meeting of the Independent Directors excluding all other Directors and officials of the Company was held as required under, Rule 8 of Schedule IV to the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015 wherein they reviewed the performance of the Executive Directors of the Company, Chairman of the Company and assessed the quality, quantity and timelines of flow of information.

The company has several Committees and the details alongwith its meetings have been included in the Corporate Governance Report.

ANNUAL EVALUATION BY THE BOARD

For performance evaluation of the Board as stipulated under Listing Regulations and Section 134 of the Companies Act, 2013 read with Rule 8(4) of the Companies (Account) Rules, 2014, a formal Annual Evaluation process has been carried out for evaluating the performance of the Board, its Committees and the individual Directors. The performance of the Board was evaluated by the Board after seeking inputs from all directors on basis of criteria, such as, board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking input from the Committee members on the basis of criteria, such as, composition of Committees, effectiveness of Committee meetings, etc. The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors, performance of Non Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-executive Directors. Additionally, the Independent Directors in the said meeting also evaluated the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The above evaluations were discussed in the Board meeting and NRC at which the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place the Vigil Mechanism / Whistle Blower Policy with a view to provide for adequate safeguards against victimization of persons who use such mechanism and made provisions for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The details of the Vigil Mechanism and whistle Blower Policy are available on the website of the Company i.e. www.ginnifilaments.com.

NOMINATION AND REMUNERATION POLICY

The salient features of Nomination and Remuneration Policy of the Company is annexed to this report as Annexure-‘B’. The Nomination and Remuneration Policy as approved by the Board may be accessed on the Company''s website i.e. www.ginnifilaments.com.

MEETINGS OF THE BOARD

During the year under review, five (05) Board Meetings were held on 26^th May, 2023, 11^th August, 2023, 09^th November, 2023, 01^st December, 2023 and 24^th January, 2024 and five (05) Audit Committee meetings were held on 26^th May, 2023, 11^th August, 2023, 09^th November, 2023, 01^st December, 2023 and 24^th January, 2024. In accordance with the requirement from time to time other Committee meetings were held and one separate meeting of Independent Directors was also held. The attendance of the Directors who attended the Board Meetings and Committees thereof has been included in the Corporate Governance Report.

CODE OF CONDUCT

The Code of conduct laid down by the Board is in operation in the Company. All Board members and senior management personnel have affirmed the compliance with the code. The declaration to this effect is enclosed to the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, to the best of knowledge and belief and according to the information and explanations obtained, your Directors make the following statements that:

a. in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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 of the Company for that period;

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

d. the Directors had prepared the annual accounts on a going concern basis;

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Guarantees or Investments are provided in the Financial Statements of the Company. Please refer to Note No. 7 of the Financial Statements of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Policy on Related Party Transactions may be assessed at the Company''s website at www.ginnifilaments.com. During the year under review, there has been no materially significant related party transaction between the Company and its related parties which requires disclosure in prescribed form. For related party transactions in financial statement, please refer to Note No. 42 of the Financial Statement of the Company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors on the Board of the Company are well versed with the Company''s business model and the nature of industries in which it is operating.

The Directors are also kept updated with information of the Company, the industry and developments in different segments in which the Company operates at the Board meetings while reviewing the operations, quarterly/annual financial results and considering the budgets.

A familiarization programme for Independent Directors laid down by the Board has been posted on the Company''s website at www. ginnifilaments.com.

RISK MANAGEMENT

The company has a risk management committee which has the responsibility to identify the risk and suggest the management the mitigation plan for the identified risks in accordance with the risk management policy of the Company. The detail of risks and other concerns are included in the Management Discussion and Analysis which is the part of this Directors'' Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and applicable Rules and recent amendments, for the year ended March 31,2024, the Company was not required to make any expenditure towards CSR.

Acknowledging its responsibility towards the society, your Company has put in place a CSR Policy, which may be referred to at the Company''s website www.ginnifilaments.com. The CSR committee guides and monitors the activity undertaken by the Company in this sphere.

EXTRACT OF THE ANNUAL RETURN

A Copy of the Annual Return of the Company containing the particulars, prescribed u/s 92 of the Companies Act, 2013, in form MGT-7 is uploaded on the website of the Company i.e. www.ginnifilaments.com.

DEPOSITS

The Company has neither invited nor accepted any deposits from the public or its employees under section 73 of Companies Act, 2013 and rules made thereunder, during the year under review.

SIGNIFICANT AND MATERIAL ORDERS

There is no significant and material order passed by any of regulators, court of law or tribunals impacting the going concern status of the company or impacting its operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an internal financial controls system, commensurate with the size, scale and complexity of its operation. The details have been included in the Management Discussion and Analysis which is the part of this Board''s Report.

STATUTORY AUDITORS

M/s. Doogar & Associates, Chartered Accountants (Firm Registration No. 000561 IN) Statutory Auditors of the Company were appointed as Auditor of the Company at 39^th Annual General Meeting held on 28^th September, 2022, to hold office from the conclusion of 39^th AGM until the conclusion of 44^th AGM.

AUDITOR''S REPORTS

The Auditors Report on the Audited Financial Statement of the Company for the year ended 31^st March, 2024 do not contain any qualification, reservation or adverse remark so need not require any explanation or comment.

COST RECORDS

The Cost accounts and records as required to be maintained under Section 148 (1) of Act are duly made and maintained by the Company.

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 of Directors had appointed Mr. Praveen Rastogi, Proprietor of M/s Praveen Rastogi and Co., Company Secretary in practice as Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year ended March 31,2024. The Secretarial Audit Report is annexed as Annexure -‘C''.

The Secretarial Audit Report for the Financial Year ended on March 31, 2024 issued by Secretarial Auditor do not contain any qualification, reservation or adverse remark so need not require any explanation or comment,

CHANGE IN NATURE OF BUSINESS:

During the year under review, there has been no change in the Company''s nature of business except Slump Sale of Spinning, Knitting and Processing Undertaking of the Company.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:

Not applicable during the financial year.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

There are no companies which have become or ceased to be subsidiary, joint venture and / or associate of the company during the financial year 2023-24.

SECRETARIAL STANDARD

The Company is in Compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the requirement of the Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Account) Rules, 2014 forms part of this Board''s Report and is annexed as Annexure - ‘D''.

REMUNERATION AND PARTICULARS OF EMPLOYEES

The information in accordance with the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - ‘E''.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the report of Corporate Governance as required under Regulation 34 read with Schedule V of SEBI (LODR) Regulations, As a listed Company, necessary measures are taken to comply with the requirements of regulations of SEBI (LODR) Regulations, 2015. A report on Corporate Governance as stated above, along with a certificate of compliance from the Auditor, M/s Praveen Rastogi and Co., Company Secretary, forms part of this Board''s Report and is annexed as Annexure - ‘F''.

COMPOSITION OF AUDIT COMMITTEE

As on the date of this report, the Audit Committee comprises of 3 Non Executive Independent Directors, viz., Shri J. P. Kundra

(Chairman of the Committee), Shri J.K. Bhagat and Smt. Manju Rana and one Executive Director i.e. Shri Shishir Jaipuria as Members. COMPOSITION OF OTHER COMMITTEE

Details regarding Composition of other Committees of the Board are mentioned in the Corporate Governance Report forming part of this Annual Report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24 against the Company.

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

The Company has constituted committee under the sexual harassment of women at workplace (prevention, prohibition and Redressal) Act, 2013 and complied with the provisions of the same.

The Company is committed to provide a safe and conducive work environment to its employees during the financial year. Your Directors further state that during the financial year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

INDUSTRIAL RELATIONS

The Company continued to maintain harmonious and cordial relations with its workers in all its divisions, which enabled it to achieve best performance level on all fronts.

OTHER DISCLOSURES

(i) There were no instances of any fraud reported by the Auditors under Section 143(12) of the Act.

(ii) No material change or commitment has occurred after close of the financial year 2023-24 till the date of this Report, which affects the financial position of the Company.

ACKNOWLEDGEMENT

The Board of Directors of the Company wish to place on record their thanks and appreciation to all workers, staff members and executives for their contribution to the operations of the Company. The Directors are thankful to the Bankers, valued customers, suppliers, Government authorities, Stock Exchanges, Financial Institutions for their continued support to the Company. The Directors also place on record their sincere thanks to the shareholders for their continued support, cooperation and confidence in the Management of the Company.

For and on behalf of the Board of

Directors Sd/-

Place : NOIDA (U.P.) SHISHIR JAIPURIA

Date : 20^th May, 2024 Chairman & Managing Director

DIN:00274959

---

Mar 31, 2018

DIRECTORS'' REPORT

The Directors have pleasure in presenting their report on the business and operation of your Company together with the Audited Financial Statements for the year ended March 31, 2018.

FINANCIAL HIGHLIGHTS (Rs, in Lacs)

FINANCIAL RESULTS	2017-18	2016-17
Total Revenue	70842.25	77423.23
Profit before Depreciation, Finance Cost &Tax	5794.43	8534.79
Less : Finance Cost	3012.15	2880.66
Less : Depreciation and Amortizations Expenses	2563.34	2623.30
Profit before Tax	218.94	3030.83
Provision for Tax
- Current	127.03	719.96
- Income Tax Earlier Year	25.58	-
Deferred	(199.32)	1384.47
- Mat Credit Entitlement/Tax Adjustment	-	(688.46)
Profit after-tax	265.65	1614.86

DIVIDEND AND RESERVES

Your Directors do not recommend any dividend for the financial year ended March 31, 2018 and no amount has been transferred to General Reserve.

OPERATIONS AND STATE OF COMPANY AFFAIRS

During the year under review your Company’s total Revenue has decreased to Rs, 70842.25 lacs from Rs, 77423.23 lacs and earned Net Profit of Rs, 265.65 lacs against Net Profit of Rs, 1614.86 lacs during immediately preceding year. The negative performance of the Company is due to the long lasting effect of demonetization, introduction of GST, relocation of its two manufacturing plants and due to lower demand in international market particularly China of yarn. Margin on Non-Woven also shrank due to rising prices of raw material and competition.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, as required under Regulation 34(3) of SEBI (LODR) Regulations, 2015 read with Schedule V of said Regulations, forms part of this Board’s report and is annexed as Annexure - ‘A''.

DIRECTORS, KEY MANAGERIAL PERSONNEL AND COMMITTEES

As per provision of Section 152 of the Companies Act, 2013 Shri Suresh Singhvi, Director (Finance) & CFO, retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Sh. Suresh Singhvi has given his declaration in terms of Section 164(2) of the Companies Act, 2013 to this effect that he is not disqualified from being reappointed as a Director of the Company.

The Independent Directors namely Shri Joginder Pal Kundra, Dr. Har Prasad Bhattacharya, Shri Jugal Kishore Bhagat, Dr. Ramesh Chandra Vaish, Shri Sushil Chandra Tripathi and Smt. Manju Rana have given their declaration of independence in terms of Section 149 of the Companies Act, 2013. One meeting of the Independent Directors excluding all other Directors and officials of the Company was held as required under, Rule 8 of Schedule IV to the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015.

The company has several Committees and the details along with its meeting have been included in the Corporate Governance report. ANNUAL EVALUATION BY THE BOARD

The performance evaluation of the Board as stipulated under Listing Regulations and Section 134 of the Companies Act, 2013 read with Rule 8(4) of the Companies (Account) Rules, 2014, a formal Annual Evaluation process has been carried out for evaluating the performance of the Board, its Committees and the individual Directors. The performance of the Board was evaluated by the Board after seeking inputs from all directors on basis of criteria, such as, board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committee was evaluated by the Board after seeking input from the Committee members on the basis of criteria, such as, composition of Committees, effectiveness of Committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed performance of individual Directors and Chairman as per defined criteria of the Nomination and Remuneration Policy.

In a separate meeting of Independent Directors, performance of Non Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-executive Directors.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place the Vigil Mechanism / Whistle Blower Policy with a view to provide for adequate safeguards against victimization of persons who use such mechanism and made provisions for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The details of the Vigil Mechanism and whistle Blower Policy are available on the website of the Company.

NOMINATION AND REMUNERATION POLICY

The salient features of Nomination and Remuneration Policy of the Company is annexed to this report as Annexure-‘B''. The Nomination and Remuneration Policy as approved by the Board may be accessed on the Company’s website i.e. www.ginnifilaments.com.

MEETINGS OF THE BOARD

During the year under review, four (4) Board Meetings were held on May 12, 2017, September 7, 2017, December 7, 2017 and February 13, 2018 and four (4) Audit Committee meetings were held on May 12, 2017, September 7, 2017, December 7, 2017 and February 13, 2018. In accordance with the requirement from time to time other Committee meetings were held and one separate meeting of Independent Directors was also held. The attendance of the Directors who attended the Board Meetings and Committees thereof have been included in the Corporate Governance Report.

CODE OF CONDUCT

The Code of conduct laid down by the Board is in operation in the Company. All Board members and senior management personnel have affirmed the compliance with the code. The declaration to this effect is enclosed to the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, to the best of knowledge and belief and according to the information and explanations obtained, your Directors make the following statements that:

a. in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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 of the company for that period;

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

d. the Directors had prepared the annual accounts on a going concern basis;

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Guarantees or Investments are provided in the Financial Statements of the Company. Please refer to Note No. 5 of the Financial Statements of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Policy on Related Party Transactions may be assessed at the Company’s website at www.ainnifilaments.com . During the year under review, there were no material contracts or arrangements with the related parties refer to in Section 188 of the Companies Act, 2013. However, the particulars of contracts or arrangements with related party in the form AOC-2 is annexed as Annexure ‘C''.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors on the Board of the Company are well versed with the Company’s business model and the nature of industries in which it is operating.

The Directors are also kept updated with information of the Company, the industry and developments in different segments in which the Company operates at the Board meetings while reviewing the operations, quarterly/annual financial results and considering the budgets.

A familiarization programme for IDs laid down by the Board has been posted on the Company’s website at www.ainnifilaments.com.

RISK MANAGEMENT

The company has a risk management committee which has the responsibility to identify the risk and suggest the management the mitigation plan for the identified risks in accordance with the risk management policy of the Company. The detail of risks and other concerns are included in the Management Discussion and Analysis which is the part of this Directors’ Report.

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Companies Act, 2013, The Board of Directors of the Company had constituted a Corporate Social Responsibility Committee (CSR Committee). The Committee comprises of four Directors out of which two are Independent Directors. The CSR Committee framed a CSR policy of the Company which had been approved by the Board of Directors of the Company. The Company has taken initiatives and constructed toilets at Tehsil - Chatta, Mathura as per request letter of SDM, Chhata at a cost of Rs.3.82 lacs and also approved Rs.32.11 lacs for development of education sector as per request letter of Seth Anandram Jaipuria Education Society towards CSR contribution for the financial year 2017-18. The Annual Report on Corporate Social Responsibility activities, forms part of this Board’s Report is annexed as Annexure ‘D''.

EXTRACT OF THE ANNUAL RETURN

In terms of provision of Section 134 (3) (a) of the Companies Act, 2013, the extract of the Annual Return as provided under sub section (3) of the Section 92 in form MGT-9, forms part of the Board’s Report is annexed as Annexure - ‘E''.

FIXED DEPOSITS

The Company has neither invited nor accepted any fixed deposits from the public or its employees under section 73 of Companies Act, 2013 and rules made thereunder, during the year under review.

DETAILS OF MATERIAL CHANGES AND COMMITMENTS

There is no significant and material order, after March 31, 2018, passed by any of regulators, court of law or tribunals impacting the going concern status of the company or impacting its operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an internal financial controls system, commensurate with the size, scale and complexity of its operation. The details have been included in the Management Discussion and Analysis which is the part of this Board’s Report.

STATUTORY AUDIT

M/s. Doogar & Associates, Chartered Accountants (Firm Registration No. 000561IN) Statutory Auditors of the Company were appointed as Auditor of the Company at 34^th Annual General Meeting held on August 5, 2017, to hold office from the conclusion of 34^th AGM until the conclusion of 39^th AGM subject to ratification of the appointment by the member at every AGM. The Company has received an eligibility letter under Section 141 of the Companies Act, 2013 and rules made there under that they are not disqualified for appointment.

The Board of Directors based on recommendation of Audit Committee, recommends the ratification of the appointment of M/s. Doogar & Associates, as Statutory Auditors from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting.

COST AUDIT

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s K. G. Goyal & Associates, Cost Accountants (Firm Registration No. 000024), as Cost Auditor to audit the cost accounts of the Company for the Financial Year 2018-19. In accordance with the provisions of Section 148 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the cost Auditors requires ratification by the shareholders of the company.

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 of Directors has appointed Mr. Praveen Rastogi, Proprietor of M/s Praveen Restage and Co., Company Secretary in practice as Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year ended March 31, 2018. The Secretarial Audit Report is annexed as Annexure -‘F''.

AUDITOR''S REPORTS

The Auditors Report on the Audited Financial Statement of the Company for the year ended 31^st March, 2018 do not contain any qualification, reservation or adverse remark so need not require any explanation or comment.

The Secretarial Audit Report for the Financial Year ended on March 31, 2018 issued by Secretarial Auditor do not contain any qualification, reservation or adverse remark so need not require any explanation or comment,

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the requirement of the Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Account) Rules, 2014 forms part of this Board’s Report and is annexed as Annexure - ‘G''.

REMUNERATION AND PARTICULARS OF EMPLOYEES

The information in accordance with the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - ‘H''.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the report of Corporate Governance as required under Regulation 34 read with Schedule V of SEBI (LODR) Regulations,. As a listed company, necessary measures are taken to comply with the requirements of regulations of SEBI (LODR) Regulations, 2015. A report on Corporate Governance as stated above, along with a certificate of compliance from the Statutory Auditors M/s Doogar & Associates., Chartered Accountants, forms part of this Board’s Report and is annexed as Annexure - ‘I''.

ACKNOWLEDGEMENT

Your Directors would like to gratefully acknowledge and place on record their sincere appreciation for the cooperation and assistance received from its stakeholders, valued customers, suppliers, banks, financial institutions, government authorities and stock exchanges. The Directors also wish to place on record their sincere appreciation of the devoted and dedicated services rendered by all Executives, Staff Members and Workmen of the Company.

For and on behalf of the Board of Directors

Place : NOIDA(U.P.) SHISHIRJAIPURIA

Date : May29.2018 Chairman & Managing Director

---

Mar 31, 2017

DIRECTORS'' REPORT

The Directors have pleasure in presenting their report on the business and operation of your Company together with the Audited Financial Statements for the year ended March 31, 2017.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

FINANCIAL RESULTS	2016 - 17	2015 - 16
Total Revenue	77247.13	75473.50
Profit before Depreciation, Finance Cost & Tax	8574.14	7229.11
Less : Finance Cost	2770.78	3505.46
Less : Depreciation and Amortisation Expenses	2623.30	2877.96
Less: Exceptional Items	-	119.10
Profit before Tax	3180.06	726.59
Provision for Tax - Current - Deferred - Mat Credit Entitlement / Tax Adjustment	719.96 1353.95 (688.46)	155.53 279.49 (148.14)
Profit after Tax	1794.61	439.71

DIVIDEND AND RESERVES

Your Directors do not recommend any dividend for the financial year ended March 31, 2017 and no amount has been transferred to General Reserve.

OPERATIONS AND STATE OF COMPANY AFFAIRS

During the year under review your Company''s Total Revenue from operation has increased from Rs. 75474 lacs to Rs. 77247 lacs and earned Net Profit of Rs. 1795 lacs against Net Profit of Rs. 440 lacs during immediately preceding year. The improvement in performance of the company during the year under review has been possible due to increase in Revenue from operation, availability of better margins in spinning business and cost reduction in interest, power and freight costs.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, as required under Regulation 34(3) of SEBI (LODR) Regulations, 2015 read with Schedule V of said Regulations, forms part of this Board''s report and is annexed as Annexure - ''A''.

DIRECTORS, KEY MANAGERIAL PERSONNEL AND COMMITTEES

As per provision of Section 152 of the Companies Act, 2013 Shri Saket Jaipuria, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Sh. Saket Jaipuria has given his declaration in terms of Section 164(2) of the Companies Act, 2013 to the effect that he is not disqualified from being reappointed as a Director of the Company.

The Independent Directors namely Shri Joginder Pal Kundra, Dr. Har Prasad Bhattacharya, Shri Jugal Kishore Bhagat, Dr. Ramesh Chandra Vaish, Shri Sushil Chandra Tripathi and Smt. Manju Rana have given their declaration of independence in terms of Section 149 of the Companies Act, 2013. One meeting of the Independent Directors excluding all other Directors and officials of the Company was held as required under, Rule 8 of Schedule IV to the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015 wherein they reviewed the performance of the Executive Directors of the Company, Chairperson of the Company and assessed the quality, quantity and timelines of flow of information.

The Board of Directors of the Company at its meeting held on February 8, 2017 has reappointed Shri Shishir Jaipuria as Managing Director of the Company for the period of three years w.e.f. 1st April, 2017 on remuneration as approved by the Nomination and Remuneration Committee. His appointment is subject to the approval of shareholders at the ensuing Annual General Meeting.

The Board of Directors of the Company at its meeting held on May 12, 2017 has reappointed Shri Suresh Singhvi as Director (Finance) & CFO of the Company for the period of three years w.e.f. 1st August, 2017 on remuneration as approved by the Nomination and Remuneration Committee. His appointment is subject to the approval of shareholders at the ensuing Annual General Meeting.

Shri Rajesh Tripathi, Company Secretary resigned w.e.f. 20th February, 2017 and Shri Bharat Singh has joined as Company Secretary of the Company w.e.f. 21st February, 2017.

Shri Ram Ratan Maheshwari, Director (Marketing & Business Development) of the Company resigned from the Board of Directors with effect from 30th April, 2017. The Board placed on record it appreciation for the outstanding contributions made by Shri Ram Ratan Maheshwari during his tenure.

The company has several Committees and the details along with its meeting have been included in the Corporate Governance report. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the annual evaluation has been carried out by the Board of Independent Directors and Independent Directors reviewed the performance evaluation of the Chairman, Executive Directors and Board as a whole in the manner of evaluation as mentioned in the Nomination and Remuneration Policy of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY & NOMINATION AND REMUNERATION POLICY

The Company has in place the Vigil Mechanism / Whistle Blower Policy with a view to provide for adequate safeguards against victimization of persons who use such mechanism and made provisions for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Nomination and Remuneration Policy of the Company, on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of the Directors and other matters provided in Section 178 of the Companies Act, 2013, is annexed as Annexure - ''B''.

MEETINGS OF THE BOARD

During the year under review, four (4) Board Meetings were held on April 30, 2016, August 6, 2016, November 14, 2016 and February 8, 2017 and four (4) Audit Committee meetings were held on April 30, 2016, August 6, 2016, November 14, 2016 and February 8, 2017. In accordance with the requirement from time to time other Committee meetings were held and one separate meeting of Independent Directors was also held. The attendance of the Directors who attended the Board Meetings and Committees thereof have been included in the Corporate Governance Report.

CODE OF CONDUCT

The Code of conduct laid down by the Board is in operation in the Company. All Board members and senior management personnel have affirmed the compliance with the code. The declaration to this effect is enclosed to the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, to the best of knowledge and belief and according to the information and explanations obtained, your Directors make the following statements that :

a. in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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 of the company for that period;

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

d. the Directors had prepared the annual accounts on a going concern basis;

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of investments made by the Company are included in note number 14 of the Financial Statements of the Company and the details of loans given by the Company are included in note number 15 in the Financial Statement of the Company. During the year under review, the Company has not given any Loans, Guarantees or security in connection with a loan to any other body corporate or person or made any Investments covered under the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Policy on Related Party Transactions may be assessed at the Company''s website at www.ginnifilaments.com . During the year under review, there were no material contracts or arrangements with the related parties refer to in Section 188 of the Companies Act, 2013. However, the particular of contracts or arrangements with related party in the form AOC-2 is annexed as Annexure ''C''.

RISK MANAGEMENT

The company has a risk management committee which has the responsibility to identify the risk and suggest the management the mitigation plan for the identified risks in accordance with the risk management policy of the Company. The detail of risks and other concerns are included in the Management Discussion and Analysis which is the part of this Directors'' Report.

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Companies Act, 2013, The Board of Directors of the Company had constituted a Corporate Social Responsibility Committee (CSR Committee). The Committee comprises of four Directors out of which two are Independent Directors The CSR Committee framed a CSR policy of the Company which had been approved by the Board of Directors of the Company. The Company has taken initiatives towards advancement of education amongst the children and contributed for construction of school''s hostel building. The Annual Report on Corporate Social Responsibility Activities, forms part of this Board''s Report and is annexed as Annexure ''D''.

EXTRACT OF THE ANNUAL RETURN

In terms of provision of Section 134 (3) (a) of the Companies Act, 2013, the extract of the Annual Return as provided under section (3) of the Section 92 in form MGT-9, forms part of this Board''s Report and is annexed as Annexure - ''E''.

FIXED DEPOSITS

The Company has neither invited nor accepted any fixed deposits from the public or its employees under section 73 of Companies Act, 2013 and rules made there under, during the year under review.

DETAILS OF MATERIAL CHANGES AND COMMITMENTS

There is no significant and material order, after March 31, 2017, passed by any of regulators, court of law or tribunals impacting the going concern status of the company or impacting its operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an internal financial controls system, commensurate with the size, scale and complexity of its operation. The details have been included in the Management Discussion and Analysis which is the part of this Board''s Report.

STATUTORY AUDIT

M/s. P. L. Gupta & Co., Chartered Accountants, (Firm Registration No.011575C) Statutory Auditors of the Company retires at the conclusion of ensuing Annual General Meeting. The terms of Auditors will be over on the conclusion of ensuing Annual General Meeting pursuant to Section 139 of the Companies Act, 2013. Therefore, Company is required to appoint another Auditor in his place. The Company has received a letter from M/s. Doogar & Associates, Chartered Accountants (Firm Registration No. 000561IN) stating that their appointment, if made, would be within the prescribed limits under section 141 (3) (g) of the Companies Act, 2013 and they are not disqualified for appointment. The Board of Directors based on recommendation of Audit Committee, recommends the appointment of M/s. Doogar & Associates, Chartered Accountants as Statutory Auditors for a period of five years from the conclusion of 34^lh AGM till the conclusion of 39^lh AGM subject to ratification at every AGM of the Company in terms of Section 139 of the Companies Act, 2013 and rules made there under.

COST AUDIT

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s K. G. Goyal & Associates, Cost Accountants (Firm Registration No. 000024), as Cost Auditor to audit the cost accounts of the Company for the Financial Year 2017-18. In accordance with the provisions of Section 148 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the cost Auditors requires ratification by the shareholders of the company.

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 of Directors has appointed Mr. Praveen Dua, Proprietor of M/s PD and Associates, Company Secretary in practice as Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year ended March 31, 2017. The Secretarial Audit Report is annexed as Annexure -''F''.

AUDITOR''S REPORTS

The Auditors Report on the Audited Financial Statement of the Company for the year ended 31^s1 March, 2017 do not contain any qualification, reservation or adverse remark so need not require any explanation or comment.

The Secretarial Audit Report for the Financial Year ended on March 31, 2017 issued by Secretarial Auditor do not contain any qualification, reservation or adverse remark so need not require any explanation or comment,

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the requirement of the Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Account) Rules, 2014 forms part of this Board''s Report and is annexed as Annexure - ''G''.

REMUNERATION AND PARTICULARS OF EMPLOYEES

The information in accordance with the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - ''H''.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the report of Corporate Governance as required under Regulation 34 read with Schedule V of SEBI (LODR) Regulations,. As a listed company, necessary measures are taken to comply with the requirements of regulations of SEBI (LODR) Regulations, 2015. A report on Corporate Governance as stated above, along with a certificate of compliance from the Statutory Auditors M/s P.L. Gupta & Co., Chartered Accountants, forms part of this Board''s Report and is annexed as Annexure - ''I''.

ACKNOWLEDGEMENT

Your Directors would like to gratefully acknowledge and place on record their sincere appreciation for the cooperation and assistance received from its stakeholders, valued customers, suppliers, banks, financial institutions, government authorities and stock exchanges. The Directors also wish to place on record their sincere appreciation of the devoted and dedicated services rendered by all Executives, Staff Members and Workmen of the Company.

For and on behalf of the Board of Directors

Place : NOIDA (U.P.) SHISHIR JAIPURIA

Date : May 12, 2017 Chairman & Managing Director

---

Mar 31, 2016

The Directors have pleasure in presenting their report on the business and operation of your Company together with the Audited Financial Statements for the year ended March 31, 2016.

(Rs.in Lacs)

FINANCIAL RESULTS	2015-16	2014-15
Total Revenue	75473.50	85195.92
Profit before Depreciation, Finance Cost & Tax	7229.11	9231.38
Less : Finance Cost	3505.46	4484.29
Less : Depreciation and Amortization Expenses	2877.96	3167.45
Less: Exceptional Items	119.10	293.80
Profit before Tax	726.59	1285.84
Provision for Tax
- Current	155.53	275.50
- Deferred	279.49	503.75
- Mat Credit Entitlement / Tax Adjustment	(148.14)	(271.03)
Profit after Tax	439.71	777.62

DIVIDEND AND RESERVES

Your Directors do not recommend any dividend for the financial year ended March 31, 2016 and no amount has been transferred to General Reserve.

OPERATIONS AND STATE OF COMPANY AFFAIRS

During the year under review your Company’s Total Revenue has decreased from Rs.85196 lacs to Rs.75474 lacs. The overall decrease in revenue of the Company during the year under review is due to lower realization of cotton yarn, lower orders in garment and fabric divisions which also adversely affected the profitability of the Company while the business of technical textile and consumer product divisions have contributed as per expectation.

Company has earned profit after tax of Rs.440 lacs after making a provision of Rs.119 lacs towards recompense liability under CDR guidelines in year under review against profit after tax of Rs.778 lacs in previous financial year.

Your Company has paid the entire recompense amount to CDR lenders and started the exit process from CDR. The matter is being referred to CDR empowered group for final approval of exit. The CDR exit will provide the better opportunity to grow in future and also shows the healthy financial position of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, as required under Regulation 34(3) of SEBI (LODR) Regulations, 2015 read with Schedule V of said Regulations, forms part of this Board’s report and is annexed as Annexure - ‘A’.

DIRECTORS, KEY MANAGERIAL PERSONNEL AND COMMITTEES

During the year under review, there is no change in the Directors and Key Managerial Personnel of the Company and as per provision of Section 152 of the Companies Act, 2013 Shri Shishir Jaipuria, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Sh. Shishir Jaipuria has given his declaration in terms of Section 164(2) of the Companies Act, 2013 to the effect that he is not disqualified from being reappointed as a Director of the Company.

The Independent Directors namely Sh. Joginder Pal Kundra, Dr. Har Prasad Bhattacharya, Shri Jugal Kishore Bhagat, Dr. Ramesh Chandra Vaish, Shri Sushil Chandra Tripathi and Smt. Manju Rana have given their declaration of independence in terms of Section 149 of the Companies Act, 2013. One meeting of the Independent Directors excluding all other non-independent directors and officials of the Company was held as required under, Schedule IV to the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015 wherein they reviewed the performance of the Executive Directors of the Company, Chairperson of the Company and assessed the quality, quantity and timelines of flow of information.

The Board of Directors of the Company at its meeting held on February 9, 2016 has reappointed Shri Saket Jaipuria as Whole-time Director designated as Executive Director of the Company for the period of three years w.e.f. February 11, 2016 on remuneration as approved by the Nomination and Remuneration Committee. His appointment is subject to the approval of shareholders at the ensuing Annual General Meeting.

The Key Managerial Personnel, namely, Sh. Shishir Jaipuria, Managing Director, Sh. Suresh Singhvi, Director-Finance & CFO and Sh. Rajesh Tripathi, Company Secretary continue to hold their respective offices during the year under review.

The company has several Committees and the details along with its meeting have been included in the Corporate Governance Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the annual evaluation has been carried out by the Board of Independent Directors and Independent Directors reviewed the performance evaluation of the Chairman, Executive Directors and Board as a whole in the manner of evaluation as mentioned in the Nomination and Remuneration Policy of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY & NOMINATION AND REMUNERATION POLICY

The Company has in place the Vigil Mechanism / Whistle Blower Policy with a view to provide for adequate safeguards against victimization of persons who use such mechanism and made provisions for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Nomination and Remuneration Policy of the Company, on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of the Directors and other matters provided in Section 178 of the Companies Act, 2013, is annexed as Annexure - ‘B’.

MEETINGS OF THE BOARD

During the year under review, five (5) Board Meetings were held on May 4, 2015, August 11, 2015,October 3, 2015, November 10, 2015 and February 9, 2016 and four (4) Audit Committee meetings were held on May 4, 2015, August 11, 2015, November 10, 2015 and February 9, 2016. In accordance with the requirement from time to time other Committee meetings were held and one separate meeting of Independent Directors was also held. The attendance of the Directors who attended the Board Meetings and Committees thereof have been included in the Corporate Governance Report.

CODE OF CONDUCT

The Code of conduct laid down by the Board is in operation in the Company. All Board members and senior management personnel have affirmed the compliance with the code. The declaration to this effect is enclosed to the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, to the best of knowledge and belief and according to the information and explanations obtained, your Directors make the following statements that :

a. in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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 of the company for that period;

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

d. the Directors had prepared the annual accounts on a going concern basis;

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of investments made by the Company are included in note number 14 of the Financial Statements of the Company and the details of loans given by the Company are included in note number 15 in the Financial Statement of the Company. During the year under review, the Company has not given any Loans, Guarantees or security in connection with a loan to any other body corporate or person or made any Investments covered under the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Policy on Related Party Transactions may be assessed at the Company’s website at www.ginnifilaments.com. During the year under review, there were no material contracts or arrangements with the related parties refer to in Section 188 of the Companies Act, 2013. However, the particulars of contracts or arrangements with related party in the form AOC-2 is annexed as Annexure ‘C’.

RISK MANAGEMENT

The company has a Risk Management Committee which has the responsibility to identify the risk and suggest the management the mitigation plan for the identified risks in accordance with the risk management policy of the Company. The detail of risks and other concerns are included in the Management Discussion and Analysis which is the part of this Board’s Report.

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Companies Act, 2013, The Board of Directors of the Company had constituted a Corporate Social Responsibility Committee (CSR Committee). The Committee comprises of four Directors out of which two are Independent Directors. The CSR Committee framed a CSR policy of the Company which had been approved by the Board of Directors of the Company. The Company has taken initiatives towards advancement education among the children and contributed for construction of school’s building. The Annual Report on Corporate Social Responsibility Activities, forms part of this Board’s Report and is annexed as Annexure ‘D’.

EXTRACT OF THE ANNUAL RETURN

In terms of provision of Section 134 (3) (a) of the Companies Act, 2013, the extract of the Annual Return as provided under section (3) of the Section 92 in form MGT-9, forms part of this Board’s Report and is annexed as Annexure - ‘E’.

FIXED DEPOSITS

The Company has neither invited nor accepted any fixed deposits from the public or its employees under section 73 of Companies Act, 2013 and rules made there under, during the year under review.

DETAILS OF MATERIAL CHANGES AND COMMITMENTS

There is no significant and material order, after March 31, 2016, passed by any of regulators, court of law or tribunals impacting the going concern status of the company or impacting its operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an internal financial controls system, commensurate with the size, scale and complexity of its operation. The details have been included in the Management Discussion and Analysis which is the part of this Board’s Report.

STATUTORY AUDIT

M/s. P. L. Gupta & Co., Chartered Accountants, (Firm Registration No.011575C) Statutory Auditors of the Company, were reappointed as Auditors of the Company at 31^s1 Annual General Meeting (AGM) held on September 10, 2014, to hold office from the conclusion of 31^s1 AGM until the conclusion of the 34^lh AGM subject to ratification of the appointment by the members at every AGM. The Company has received an eligibility letter under section 141 of the Companies Act, 2013 and rules made there under that they are not disqualified.

The Board of Directors based on recommendation of Audit Committee, recommends the ratification of the appointment of M/s P L Gupta & Co. as Statutory Auditors from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting in terms of Section 139 of the Companies Act, 2013 and the rules made there under.

COST AUDIT

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s K. G. Goyal & Associates, Cost Accountants (Firm Registration No. 000024), as Cost Auditor’s to audit the cost accounts of the Company for the Financial Year 2016-17. In accordance with the provisions of Section 148 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors require ratification by the shareholders of the company.

The requirement of cost audit of the cost records of the Company had been dispensed with for the Financial Year 2014-15 in accordance with applicable rules of Companies (Cost Records and Audit) Amendment Rules, 2014. The requirement of Cost Audit shall apply in the financial year commencing on or after April 1, 2015.

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 of Directors has appointed Mr. Praveen Dua, Proprietor of M/s PD and Associates, Company Secretary in practice as Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year ended March 31, 2016. The Secretarial Audit Report is annexed as Annexure -‘F’.

AUDITOR’S REPORTS

The Auditors Report on the Audited Financial Statement of the Company for the year ended 31^s1 March, 2016 do not contain any qualification, reservation or adverse remark so need not require any explanation or comment.

The Secretarial Audit Report for the Financial Year ended on March 31, 2016 issued by Secretarial Auditor do not contain any qualification, reservation or adverse remark so need not require any explanation or comment,

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the requirement of the Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Account) Rules, 2014 forms part of this Board’s Report and is annexed as Annexure - ‘G’.

REMUNERATION AND PARTICULARS OF EMPLOYEES

The information in accordance with the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - ‘H’.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the report of Corporate Governance as required under Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015. As a listed company, necessary measures are taken to comply with the requirements of regulations of SEBI (LODR) Regulations, 2015. A report on Corporate Governance as stated above, along with a certificate of compliance from the Statutory Auditors M/s P.L. Gupta & Co., Chartered Accountants, forms part of this Board’s Report and is annexed as Annexure - ‘I’.

ACKNOWLEDGEMENT

Your Directors would like to gratefully acknowledge and place on record their sincere appreciation for the cooperation and assistance received from its stakeholders, valued customers, suppliers, banks, financial institutions, government authorities and stock exchanges. The Directors also wish to place on record their sincere appreciation of the devoted and dedicated services rendered by all Executives, Staff Members and Workmen of the Company.

For and on behalf of the Board of Directors

Place : Noida (U.P.) SHISHIR JAIPURIA

Date : April 30, 2016 Chairman & Managing Director

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their report on the business and operation of your Company together with the Audited Financial Statements for the year ended March 31, 2015.

(Rs. in Lacs)

FINANCIAL RESULTS 2014-15 2013-14

Total Revenue 85195.92 87568.77

Profit before Depreciation, Finance Cost & Tax 9231.38 12601.43

Less : Finance Cost 4484.29 3773.30

Less : Depreciation and Amortisation Expenses 3167.45 2446.44

Less: Exceptional Items 293.80 1348.46

Profit before Tax 1285.84 5033.23 Provision for Tax

* Current 275.50 1090.10

* Deferred 503.75 1585.75

* Mat Credit Entitlement / Tax Adjustment (271.03) (1269.74)

Profit after Tax 777.62 3627.12

DIVIDEND AND RESERVES

Your Directors do not recommend any dividend for the financial year ended March 31,2015 and no amount has been transferred to General Reserve.

OPERATIONS AND STATE OF COMPANY AFFAIRS

During the year under review your Company's Total Revenue has decreased from Rs. 87569 lacs to Rs. 85196 lacs and Earnings before Interest, depreciation and Tax (EBIDTA) also decreased from Rs. 12601 lacs to Rs. 9231 lacs.

Company has earned profit after tax of Rs. 778 lacs after making a provision of Rs. 294 lacs towards recompense liability under CDR guidelines in year under review against profit after tax of Rs. 3627 lacs in previous financial year.

The overall decrease in turnover of the Company during the year under review is due to decrease in cost of cotton and corresponding fall in cotton yarn prices. The profit margin during the year under review was under pressure due to slow demand of cotton yarn in the international as well as domestic market.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on matters related to the business performance, as stipulated in Clause 49 of the Listing Agreement with stock exchange(s), forms part of this Board's report and is annexed as Annexure - 'A'.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board deeply condole the sad demise of Dr. Rajaram Jaipuria, Founder Chairman and Managing Director of the Company who passed away on January 17, 2015 and pray to the almighty to give peace to the departed. The Board take on record the extra ordinary services rendered by Dr. Jaipuria who had founded the Company in the year 1990 and worked assiduously to ensure its success all through. He was a visionary who later on conceived the project for Technical Textiles and set up a state of art plant at Panoli (Gujarat). His unique entrepreneurial zeal and fighting spirit will always be remembered. He was greatly admired by the Textile Industry for his long experience and foresight. The Board pay rich tributes and recall with fondness his qualities of head and heart, unique leadership, corporate integrity, mutual respect, understanding and place on record the deep appreciation for the valuable services and guidance rendered by him to the Company during his tenure as Chairman and Managing Director of the Company.

EXIM Bank Ltd. has withdrawn the nomination of Shri Subhasis Dhal as the EXIM Bank's nominee on the Board of Director vide its letter dated December 1, 2014 with effect from the same date. The Board places on record its deep appreciation for the valuable services and guidance rendered by Shri Subhasis Dhal to the Company during his tenure as Director of the Company.

As per provision of Section 152 of the Companies Act, 2013 Shri Ram Ratan Maheshwari, Director, retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Sh. Joginder Pal Kundra, Dr. Har Prasad Bhattacharya, Shri Jugal Kishore Bhagat, Dr. Ramesh Chandra Vaish, Shri Sushil Chandra Tripathi and Smt. Manju Rana were appointed as Independent Directors of the Company at last AGM held on Septem- ber 10, 2014, to hold office for five consecutive years for a term upto September 9, 2019.

The Company has received declaration from all independent directors of the company confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and under clause 49 of the Listing Agreement.

The Board, at their meeting held on May 2, 2015, noted that Sh. Shishir Jaipuria, Managing Director, Sh. Suresh Singhvi, Direc- tor-Finance & CFO and Sh. Rajesh Tripathi, Company Secretary are the Key Managerial Personnel (KMP) under section 203 of the Companies Act, 2013.

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 and of the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The performance evaluation of the Chairman and the Non Indepen- dent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department and appreciated the timely information flow which enables the Board & Committees of the Board to have full understanding of the rules & regulations to be abided under the Companies Act and the Corporate Governance of listing agreement. The performance evaluation of the Independent Directors was carried out by Board based on the Directors participations in the discussion and various deliberations and the Board expressed its satisfaction on the same.

VIGIL MECHANISM / WHISTLE BLOWER POLICY & NOMINATION AND REMUNERATION POLICY

The Board has formulated a vigil mechanism for the directors and employees to report genuine concerns and such mechanism shall provide adequate safeguards against victimization of persons who use such mechanism and made provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Board has also on the recommenda- tion of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The details of these policies are stated in the Corporate Governance Report.

MEETINGS OF THE BOARD

During the year under review, four (4) Board Meetings were held on May 2, 2014, August 1, 2014, November 12, 2014 and February 13, 2015 and four (4) Audit Committee meetings were held at same date. In accordance with the requirement from time to time other Committee meetings were held and one separate meeting of Independent Directors was also held. The attendance of the Directors who attended the Board Meetings and Committees thereof have been included in the Corporate Governance Report.

CODE OF CONDUCT

The Code of conduct laid down by the Board is in operation in the Company. All Board members and senior management personnel have affirmed the compliance with the code. The declaration to this effect is enclosed to the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, to the best of knowledge and belief and according to the information and explanations obtained, your Directors make the following statements that :

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

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

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

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

e. the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, company has not given any Loans, Guarantees or made any Investments covered under the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with related parties for the year under review were in the ordinary course of business and are placed before the Audit Committee on regular basis. Omnibus approval was obtained for transactions which are of repetitive nature. All the transactions entered with related parties do not attract the provisions of Section 188 of the Companies Act, 2013 except one related party transaction which is covered under sub-section (1) of section 188 of the Companies Act, 2013, the particulars of said contract or arrangement with related party in the form AOC-2 is annexed as Annexure 'B'.

RISK MANAGEMENT

The company has a risk management committee which has the responsibility to identify the risk and suggest the management the mitigation plan for the identified risks. The detail of risks and other concerns are included in the Management Discussion and Analysis which is the part of this Board's Report.

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Companies Act, 2013, The Board of Directors of the Company has constituted a Corporate Social Responsibility Committee (CSR Committee). The Committee comprises of four Directors out of which two are Independent Direc- tors. The CSR Committee framed a CSR policy of the Company and recommended to the Board for approval which was approved by the Board of Directors of the Company. The Company has taken initiatives towards advancement of computer education among the children and contributed for development and establishment of a computer lab. The Annual Report on Corporate Social Responsibility Activities, forms part of this Board's Report and is annexed as Annexure 'C'.

EXTRACT OF THE ANNUAL RETURN

In terms of provision of Section 134 (3) (a) of the Companies Act, 2013, the extract of the Annual Return as provided under section (3) of the Section 92 in form MGT-9, forms part of this Board's Report and is annexed as Annexure - 'D'.

FIXED DEPOSITS

The Company has neither invited nor accepted any fixed deposits from the public or its employees under section 73 of Companies Act, 2013 and rules made thereunder, during the year under review.

DETAILS OF MATERIAL CHANGES AND COMMITMENTS

There is no significant and material order, after March 31, 2015, passed by any of regulators, court of law or tribunals impacting the going concern status of the company or impacting its operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an internal control system, commensurate with the size, scale and complexity of its operation. The details have been included in the Management Discussion and Analysis which is the part of this Board's Report.

STATUTORY AUDIT

M/s. P. L. Gupta & Co., Chartered Accountants, (Firm Registration No.011575C) Statutory Auditors of the Company, were reap- pointed as Auditors of the Company at 31st Annual General Meeting (AGM) held on September 10, 2014, to hold office from the conclusion of 31st AGM until the conclusion of the 34th AGM subject to ratification of the appointment by the members at every AGM. The Company has received an eligibility letter under section 141 of the Companies Act, 2013 and rules made thereunder that they are not disqualified.

The Board of Directors based on recommendation of Audit Committee, recommends the ratification of the appointment of M/s P L Gupta & Co. as Statutory Auditors from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting in terms of Section 139 of the Companies Act, 2013 and the rules made thereunder.

COST AUDIT

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s K. G. Goyal & Associates, Cost Accountants (Firm Registration No. 000024), as Cost Auditor to audit the cost accounts of the Company for the Financial Year 2015-16. In accordance with the provisions of Section 148 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the cost Auditors required ratification by the shareholders of the company.

The cost audit reports for the Financial Year 2013-14 which was required to be filed in XBRL mode with the Ministry of Corporate Affairs has been filed in time on August 21,2014.

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 of Directors has appointed Mr. Praveen Dua, Proprietor of M/s PD and Associates, Company Secretary in practice as Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year ended March 31,2015. The Secretarial Audit Report is annexed as Annexure -'E'.

AUDITOR'S REPORTS

The Auditors Report on the Audited Financial Statement of the Company for the year ended 31st March, 2015 do not contain any qualification, reservation or adverse remark so need not require any explanation or comment.

The Secretarial Audit Report for the Financial Year ended on March 31, 2015 issued by Secretarial Auditor do not contain any qualification, reservation or adverse remark so need not require any explanation or commen.

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the requirement of the Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Account) Rules, 2014 forms part of this Board's Report and is annexed as Annexure - 'F'.

REMUNERATION AND PARTICULARS OF EMPLOYEES

The information in accordance with the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - 'G'.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchange(s). As a listed company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchange(s). A report on Corporate Governance as stated above, along with a certificate of compliance from the Statutory Auditors M/s P.L. Gupta & Co., Chartered Accountants, forms part of this Board's Report and is annexed as Annexure - 'H'.

ACKNOWLEDGEMENT

Your Directors would like to gratefully acknowledge and place on record their sincere appreciation for the cooperation and assis- tance received from its stakeholders, valued customers, suppliers, banks, financial institutions, government authorities and stock exchanges. The Directors also wish to place on record their sincere appreciation of the devoted and dedicated services rendered by all Executives, Staff Members and Workmen of the Company.

For and on behalf of the Board of Directors

Place : Noida (U.P.) SHISHIR JAIPURIA Date : May 4, 2015 Chairman & Managing Director

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their report on the business and operation of your Company together with the Audited Accounts for the year ended March 31,2014.

(Rs.in Lacs)

FINANCIAL RESULTS 2013-14 2012-13

Total Revenue 87568.77 74653.32

Profit before Depreciation, Finance Cost & Tax 12601.43 9545.80

Less : Finance Cost 3773.30 4423.75

Less : Depreciation and Amortisation Expenses 2446.44 2415.66

Less: Exceptional Items 1348.46 -

Profit before Tax 5033.23 2706.39

Provision for Tax

- Current 1090.10 48.09

- Deferred 1585.75 904.80

- Mat Credit Entitlement / Tax Adjustment (1269.74) -

Profit after Tax 3627.12 1753.50

DIVIDEND

Your Directors do not recommend any dividend for the financial year ended March 31, 2014.

OPERATIONS

During the year under review your Company''s Total Revenue has increased from Rs. 74653 lacs to Rs. 87569 lacs and Earnings before Interest, depreciation and Tax (EBIDTA) increased from Rs. 9546 lacs to Rs. 12601 lacs.

Company has earned profit after tax of Rs. 3627 lacs after making a provision of Rs. 1671 lacs towards recompense amount payable under CDR guidelines in year under review against profit after tax of Rs. 1754 lacs in previous financial year.

The overall turnaround performance of the Company during the year under review has been possible due to increase in better margins in all segments of the company and higher exchange rate of foreign currency.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on matters related to the business performance, as stipulated in Clause 49 of the Listing Agreement with stock exchanges, is given separate section in the Annual Report.

DIRECTORS

The Board deeply condoles the sad demise of Shri O. P. Vaish, Sr. Advocate and founder of the law firm - Vaish Associates and a Director of the Company who passed away on September 18, 2013 and pray the almighty to rest his divine soul in the peace. The Board takes on record his valuable contribution made to the Company during his tenure, as director of the Company.

Shri Nripendra Misra, IAS (Retd.) has resigned from the Directorship of the Company w.e.f. May 26, 2014 on account of joining the Government of India as Principal Secretary to the Prime Minister of India. IFCI Ltd. has withdrawn the nomination of Shri Jagdish Garwal as the IFCI''s nominee on the Board of Directors vide its letter dated June 13, 2014 with effect from the same date. The Board places on record its deep appreciation for the valuable services and guidance rendered by Shri Nripendra Misra and Shri Jagdish Garwal to the Company during their tenure as directors of the Company.

The Exim Bank has nominated Shri Subhasis Dhal as its Nominee Director on the Board of the Company and he has been co-opted on the Board at the meeting of Board of Directors held on May 02, 2014.

The Board inducted Dr. Ramesh Chandra Vaish, Shri Sushil Chandra Tripathi-IAS (Retd.) and Smt. Manju Rana, as additional directors in the category of Independent Directors and their term would expire at the ensuing Annual General Meeting in terms of provision of Section 161 of The Companies Act, 2013.

As per provision of Section 152 of the Companies Act, 2013 Shri Suresh Singhvi, Director, retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

The Company received requisite notices in writing from members proposing the appointment of Sh. Joginder Pal Kundra, Dr. Har Prasad Bhattacharya, Shri Jugal Kishore Bhagat, Dr. Ramesh Chandra Vaish, Shri Sushil Chandra Tripathi and Smt. Manju Rana for appointment as Independent Directors. Profile of all these Directors has been given in the Notice of the ensuing Annual General Meeting. The Board recommends their appointment. The Company has received declaration from all independent directors of the company confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and under clause 49 of the Listing Agreement.

COMMITTEES OF BOARD OF DIRECTORS

The Board of Directors have aligned the existing Committees of the board with the provisions of Companies Act, 2013. Accordingly, the existing Selection cum Remuneration Committee & Shareholders / Investors Grievance Committee were renamed as Nomination and Remuneration Committee & Stakeholders Relationship Committee respectively and have been delegated with powers as required under section 178 of the Companies Act, 2013 and rules made thereunder and under the Listing Agreement as amended from time to time.

The Audit Committee has also been reconstituted to exercise all the powers and perform all the functions as required under section 177 of the Companies Act, 2013 and rules made thereunder and under the Listing Agreement as amended from time to time.

The Corporate Social Responsibility (CSR) Committee has also been constituted to perform the duties as required under section 135 of the Companies Act, 2013 and rules made thereunder.

CODE OF CONDUCT

The Code of conduct laid down by the Board is in operation in the Company. All Board members and senior management person- nel have affirmed the compliance with the code. The declaration to this effect is enclosed to the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirmed that:

1. In the preparation of the Annual Accounts for the year ended March 31,2014 the applicable accounting standards have been followed and there were no material departures.

2. Selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2014 and of the profit of the Company for the year under review.

3. Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchange(s). As a listed company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchange(s). A report on Corporate Governance as stated above, along with a certificate of compliance from the Statutory Auditors M/s P.L. Gupta & Co., Chartered Accountants, forms part of this Annual Report as Annexure ''A''.

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and marked as Annexure ''B'' to this Report.

FIXED DEPOSITS

The Company has neither invited nor accepted any fixed deposits from the public or its employees under section 58A of Compa- nies Act, 1956 during the year under review.

AUDITORS

M/s. P. L. Gupta & Co., Chartered Accountants, (bearing ICAI Registration No.011575C) Statutory Auditors of the Company, retire at the conclusion of ensuing Annual General Meeting. The Company has received a letter from them that their re-appointment, if made, would be within the prescribed limits under section 141(3) (g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

The Board of Directors based on recommendation of Audit Committee, recommends the re-appointment of M/s P L Gupta & Co. as Statutory Auditors for a period of three years from the conclusion of ensuing Annual General Meeting till the conclusion of 34th Annual General Meeting in terms of Section 139 of the Companies Act, 2013 and the rules made thereunder.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Directors'' Report. However, as per the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the report and accounts are being sent to all shareholders of the Company excluding the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any Shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company, and the same will be sent by post.

AUDITORS'' REPORT

The Auditors Reports on the Annual Accounts of the Company for the year ended March 31,2014 are self explanatory and requires no comments. COST AUDITORS

The Central Government has given its approval for the appointment of M/s K. G. Goyal & Associates, Cost Accountants as Cost Auditors of the Company to audit the cost accounts maintained by the Company for the year ended March 31, 2014.

The cost audit reports for the Financial Year 2012-13 which was required to be filed in XBRL mode with the Ministry of Corporate Affairs has been filed in time on September 2, 2013.

ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation for the cooperation and assistance received from its stakeholders, valued customers, banks, financial institutions, government authorities and stock exchanges. The Directors also wish to place on record their sincere appreciation of the devoted and dedicated services rendered by all Executives, Staff Members and Workmen of the Company.

For and on behalf of the Board of Directors

Place : Noida (U.P.) DR. RAJARAM JAIPURIA

Date : August 1,2014 Chairman & Managing Director

---

Mar 31, 2013

The Directors have pleasure in presenting their report on the business and operation of your Company together with the Audited Accounts for the year ended March 31, 2013.

(Rs.in Lacs)

FINANCIAL RESULTS 2012-13 2011-12

Revenue from Operation 75460.20 71699.14

Profit before Depreciation, Finance Cost & Tax 9545.80 402.71

Less : Finance Cost 4423.75 4386.70

Less : Depreciation and Amortisation Expenses 2415.66 2477.59

Profit / (Loss) before Tax 2706.39 (6461.58) Provision for Tax

- Current 48.09

- Deferred 904.80 (2098.64)

- Tax Adjustment Relating to earlier years 3.75

Profit / (Loss) after Tax 1753.50 (4366.69)

DIVIDEND

The Directors are unable to recommend dividend for the year.

OPERATIONS

During the year under review your Company''s Revenue from Operation has increased from Rs. 71699 lacs to Rs. 75460 lacs and earned cash profit of Rs. 5122 lacs against cash loss of Rs. 3984 lacs during immediately preceding year.

The overall turnaround performance of the Company during the year under review has been possible due to increase in Revenue from Operation, availability of better margins in cotton yarn business and better exchange rate of foreign currency.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis is presented in a separate section, which forms part of the Directors'' Report. EXPANSION / NEW PROJECTS

After successful completion of converting Unit for manufacture of Nonwoven Wipes at Panoli, Company has undertaken expansion of its Haridwar unit for manufacturing of Wet Wipes for reputed Global Brands.

DIRECTORS

IFCI Ltd. had withdrawn the nomination of Shri. N. K. Duggal as the IFCI''s nominee on the Board of Directors vide its letter dated September 18, 2012 with effect from the same date and further vide its letter dated January 18, 2013 nominated Shri. Jagdish Garwal as the IFCI''s nominee on the Board of Directors. Shri. Jagdish Garwal was co-opted on the Board at the meeting of Board of Directors held on February 12, 2013.

Your Directors place on record their deep sense of appreciation for the valuable advice and guidance provided by Shri. N.K. Duggal during his tenure as a Nominee Director.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri O.P. Vaish and Shri Saket Jaipuria, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

CODE OF CONDUCT

The Code of conduct laid down by the Board is in operation in the Company. All Board members and senior management personnel have affirmed the compliance with the code. The declaration to this effect is enclosed to the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

It is hereby confirmed:

1. That in the preparation of the Annual Accounts for the year ended March 31, 2013 the applicable accounting standards have been followed and there were no material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2013 and of the profit of the Company for the year under review.

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

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

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchange(s). As a listed company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchange(s). A report on Corporate Governance as stated above, along with a certificate of compliance from the Statutory Auditors M/s P.L. Gupta & Co., Chartered Accountants, forms part of this Annual Report as Annexure ''A''.

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and marked as Annexure ''B'' to this Report.

FIXED DEPOSITS

The Company has neither invited nor accepted any fixed deposits from the public and therefore is not required to furnish information in respect of outstanding deposits under Non-Banking Non Financial Companies (Reserve Bank) Directors, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

M/s. P. L. Gupta & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of ensuing Annual General Meeting and have expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Directors'' Report. However, as per the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the report and accounts are being sent to all shareholders of the Company exclud- ing the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any Shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company, and the same will be sent by post.

AUDITORS'' REPORT

The Auditors Reports on the Annual Accounts of the Company for the year ended 31st March, 2013 are self explanatory and requires no comments.

COST AUDITORS

The Central Government has given its approval for the appointment of M/s K. G. Goyal & Associates, Cost Accountants as Cost Auditors of the Company to audit the cost accounts maintained by the Company for the year ended 31st March, 2013.

The cost audit reports for the Financial Year 2011-12 which was due to be filed in XBRL mode with the Ministry of Corporate Affairs on or before September 27, 2012 which was further extended up to February 28, 2013 and the same has been filed in time on January 9, 2013.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation for the cooperation and assistance received from its valued customers, banks, financial institutions, government authorities, investors and stock exchanges. The Directors also wish to place on record their sincere appreciation of the devoted and dedicated services rendered by all Executives, Staff Members and Workmen of the Company.

For and on behalf of the Board of Directors

Noida (U.P.) DR. RAJARAM JAIPURIA

May 16, 2013 Chairman & Managing Director

---

Mar 31, 2012

The Directors have pleasure in presenting their report on the business and operation of your Company together with the Audited Accounts for the year ended March 31, 2012. (Rs in Lacs)

FINANCIAL RESULTS 2011-12 2010-11

Revenue from Operation 71699.14 69427.30

Profit before Depreciation, Finance Cost & Tax 402.71 9157.33

Less : Finance Cost 4386.70 3502.29

Less : Depreciation and Amortisation Expenses 2477.59 2557.36

Profit / (Loss) before Tax (6461.58) 3097.68

Provision for Tax

- Current - 192.35

- Deferred (2098.64) 1077.92

- Tax Adjustment Relating to earlier years 3.75

Profit / (Loss) after Tax (4366.69) 1827.41

DIVIDEND

The Directors are unable to recommend dividend for the year.

OPERATIONS

During the year under review your Company's Revenue from Operations has increased from Rs 69427.30 lacs to Rs 71699.14 lacs.

The performance of the Company during the financial year has been affected mainly on account of unexpected hike in the Cotton prices during season of procurement and thereafter steep fall in Cotton and Cotton Yarn prices resulting into huge stock losses affecting the Company's performance adversely. Increase in finance and power cost have also affected the performance. However current stabilization in the Cotton prices and strengthening of US dollar, it is expected that your company will do better in future.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis is presented in a separate section, which forms part of the Directors' Report.

EXPANSION / NEW PROJECTS

After successful completion of converting Unit for manufacture of Nonwoven wipes at Haridwar, Company has started commercial production of Baby Wipes at Panoli for a Global brand.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri J. K. Bhagat, Shri Suresh Singhvi and Shri Ram Ratan Maheshwari, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

CODE OF CONDUCT

The Code of conduct laid down by the Board is in operation in the Company. All Board members and senior management personnel have affirmed the compliance with the code. The declaration to this effect is enclosed to the Corporate Governance Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

It is hereby confirmed:

1. That in the preparation of the Annual Accounts for the year ended March 31, 2012 the applicable accounting standards have been followed and there were no material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2012 and of the profit of the Company for the year under review.

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

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

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges. As a listed company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on Corporate Governance as stated above, along with a certificate of compliance from the Statutory Auditors M/s P.L. Gupta & Co., Chartered Accountants, forms part of this Annual Report as Annexure 'A'.

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and marked as Annexure 'B' to this Report.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposits from the public during the year under review.

AUDITORS

M/s. P. L. Gupta & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received a letter pursuant to Section 224(1B) of the Companies Act, 1956 from M/s P. L. Gupta & Co., Chartered Accountants, regarding their eligibility for re-appointment as Auditors of the Company.

PARTICULARS OF EMPLOYEES

There was no employee during the year under review, whose particulars are required to be given pursuant to section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITOR'S REPORT

The Auditors Reports on the Annual Accounts of the Company for the year ended 31st March, 2012 are self explanatory and requires no comments.

COST AUDITORS

The Central Government has given its approval for the appointment of M/s K. G. Goyal & Associates, Cost Accountants as Cost Auditors of the Company to audit the cost accounts maintained by the Company for the year ended 31st March, 2012.

The cost audit reports for the Financial Year 2010-11 which was due to be filed with the Ministry of Corporate Affairs on or before September 27, 2011 was filed in time on September 26, 2011.

ACKNOWLEDGEMENT

Board of Directors take this opportunity to thank all its valued customers, banks, financial institutions, government authorities, investors and stock exchanges for their continued support to the Company. The Board also takes this opportunity to express its sincere appreciation for the excellent support and dedicated efforts put in by the Executives, Staff Members and Workmen of the Company.

For and on behalf of the Board of Directors

Noida (U.P.) DR. RAJARAM JAIPURIA

May 29, 2012 Chairman & Managing Director

---

Mar 31, 2011

The Directors have pleasure in presenting their report together with the Audited Accounts for the year ended March 31, 2011.

FINANCIAL RESULTS (Rs. in Lacs)

2010-11 2009-10

Sales and Services (Gross) 69427.30 50784.21

Profit before Depreciation, Interest & Tax 8956.84 6305.79 Less : Interest 3107.47 2916.69

Gross Profit 5849.37 3389.10

Less : Depreciation 2557.36 2567.73

Profit before Tax 3292.01 821.37

Provision for Tax

- Current 192.35 0.67

- Deferred 1077.92 309.46

- Tax Adjustment Relating to earlier years - 22.91

Profit after Tax 2021.74 488.33

Prior period Income / (Expenses) net (194.33) 9.28

Balance brought forward from previous year (3831.20) (4328.81)

Profit / (Loss) carried to Balance Sheet (2003.79) (3831.20)



DIVIDEND

The Directors are unable to recommend dividend for the year.

OPERATIONS

During the financial year the working has improved substantially in terms of turn over and profitability.

Gross sales has increased by 37% from Rs. 50784.21 lacs to Rs. 69427.30 lacs, cash profit has increased from Rs. 3389.10 lacs to Rs. 5849.37 lacs. The net profit after tax has increased by 314% from Rs. 488.33 lacs to Rs. 2021.74 lacs.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis is presented in a separate section, which forms part of the Directors Report.

EXPANSION / NEW PROJECTS

After successful completion of converting Unit for manufacture of Nonwoven wipes at Haridwar, Company is in the process to install another converting unit at Panoli and is in final stage to tie up with Global brand to market its products.

DIRECTORS

In accordance with the Articles of Association of the Company, Dr. H. P. Bhattacharya and Shri J.P. Kundra, Directors retire by rotation. Both are eligible and seek their re-appointment at the ensuing Annual General Meeting.

Shri M. P. Wadhawan had resigned from the Directorship of the Company with effect from August 5, 2010 after serving 20 years. The Board places on record its deep appreciation for the valuable services and guidance rendered by Shri Wadhawan to the Company during his tenure as a Director of the Company.

The Board has inducted Shri O. P. Vaish as an Additional Director while Shri Nripendra Misra was appointed as a Director w.e.f. August 5, 2010 to fill casual vacancy caused by death of Shri Gian Prakash.

MANAGEMENT

The Board has inducted Shri Saket Jaipuria in the Board as an Additional Director. Further, based on the recommendations of the Selection cum Remuneration Committee of the Company and subject to the approval of the shareholders, the Board has appointed Shri Saket Jaipuria as the Wholetime Director of the company designated as Executive Director for the period of 5 Years w.e.f. February 11, 2011.

CODE OF CONDUCT

The code of conduct laid down by the Board is in operation in the Company. All Board members and senior management personnel have affirmed the compliance with the code. The declaration to this effect is enclosed to the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

It is hereby confirmed:

1. That in the preparation of the Annual Accounts for the year ended March 31, 2011 the applicable accounting standards have been followed and there were no material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2011 and of the profit of the Company for the year under review.

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

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

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges. As a listed company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on Corporate Governance as stated above, along with a certificate of compliance from the Statutory Auditors M/s P.L. Gupta & Co., Chartered Accountants, forms part of this Annual Report as Annexure A.

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and marked as Annexure B to this Report.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposits from the public during the year under review.

AUDITORS

M/s. P. L. Gupta & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received a letter pursuant to Section 224(1B) of the Companies Act, 1956 from M/s P. L. Gupta & Co., Chartered Accountants, regarding their eligibility for re-appointment as Auditors of the Company.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Directors Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all Shareholders of the Company excluding the Statement of Particulars of Employees under Section 217(2A) of the Companies Act, 1956. Any Shareholder interested in obtaining a copy of the said Statement may write to the Company Secretary at the Registered Office of the Company, and the same will be sent by post.

AUDITORS REPORT

The Auditors Reports on the Annual Accounts of the Company for the year ended 31st March, 2011 are self explanatory and requires no comments.

COST AUDITORS

The Central Government has given its approval for the appointment of M/s K. G. Goyal & Associates, Cost Accountants as Cost Auditors of the Company to audit the cost accounts maintained by the Company for the year ended 31st March 2011.

ACKNOWLEDGEMENT

Board of Directors take this opportunity to thank all its valued customers, banks, financial institutions, government authorities, investors and stock exchanges for their continued support to the Company. The Board also takes this opportunity to express its sincere appreciation for the excellent support and dedicated efforts put in by the employees for continued good performance.

For and on behalf of the Board of Directors Noida (U.P.) DR. RAJARAM JAIPURIA

May 27, 2011 Chairman & Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting their Report together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

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

Sales and Services (Gross) 50784.21 40863.58

Profit before Depreciation & Interest 6305.79 912.69

Less: Interest 2916.69 3125.76

Gross Profit/(Loss) 3389.10 (2213.07)

Less: Depreciation 2567.73 2561.71

Profit / (Loss) before Tax 821.37 (4774.78) Provision for Tax - Current 0.67 — -Deferred 309.46 (1641.74) - Fringe Benefit Tax — 27.30 - Tax Adjustment Relating to earlier years 22.91 (0.62) Profit / (Loss) after Tax 488.33 (3159.72) Prior period Income / (Expenses) net 9.28 (114.21) Balance brought forward from previous year (4328.81)(1054.88) Profit / (Loss) carried to Balance Sheet (3831.20)(4328.81)

DIVIDEND

The Directors are unable to recommend dividend for the year.

OPERATIONS

Companys working has improved substantially in the current financial year and after a gap of two financial years the Company earned net profits in this fiscal year.

During the year under review your Companys Sales and Services increased from Rs. 408.64 Crores to Rs. 507.84 Crores and the Company earned cash profits of Rs. 33.89 Crores and net profits of Rs. 4.88 Crores.

This turnaround in the working and profitability has been possible due to better sales realization, timely procurement of the raw material and lower interest cost. The performance of the Company during the year has been better then CDR projections.

The recovery in the domestic and global economy is further expected to boost the demand .

MANAGEMENT DISCUSSION AND ANALYSIS

A separate Report of Management Discussion and Analysis is annexed as a part of this Report.

EXPANSION / NEW PROJECTS

During the year 2006-07 the Company had installed a Non woven Plant at its Panoli (Gujarat) Unit with an installed capacity of about 12000 Tones per annum. In the current financial year the company has achieved better capacity utilization. The demand of the Non woven fabrics produced by the Company has been increasing and the Government of India is also promoting the Technical Textiles.

Keeping in mind the present scenario, the Board is considering the expansion of Companys Non woven Plant at Panoli by setting up a new line of production with installed capacity of 12000 Tones per annum which will give the benefits of economy of scale and the Company will also be in a position to cater to the growing demand of international and domestic market which is likely to result in improved profitability of the Company in years to come.

The Board is also considering Debottlnecking of existing plant activities and Project cost is being firmed up.

DIRECTORS

Shri J.P. Kundra and Shri J.K. Bhagat retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board deeply condoles the sad demise of Shri Gian Prakash, former Comptroller and Auditor General of India and a Director of the Company and pray the almighty to rest his divine soul in the peace. The Board takes on record his valuable contribution made to the Company during his tenure of office.

MANAGEMENT

The Board has inducted Shri Suresh Singhvi and Shri Ram Ratan Maheshwari in the Board as the Additional Directors. Further, based on the recommendations of the Selection cum Remuneration Committee of the Company and subject to the approval of the shareholders, the Board has appointed Shri Suresh Singhvi and Shri Ram Ratan Maheshwari as the Wholetime Directors of the company designated as Director (Finance) and Director (Marketing & Business Development) respectively for the period of 5 Years w.e.f. 1sl August, 2009.

CODE OF CONDUCT

The code of conduct laid down by the Board is in operation in the Company. All Board members and senior management personnel have affirmed the compliance with the code. The declaration to this effect is enclosed to the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

It is hereby confirmed:

1. That in the preparation of the Annual accounts for the year ended 31st March, 2010 the applicable accounting standards have been followed and there were no material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

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

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

AMALGAMATION

The Honble High Court, Allahabad vide its order dated 19"1 December, 2009 had approved the scheme of Amalgamation of Abhinav Investments Pvt. Ltd., Ganesh Synthetics Pvt. Ltd., Ginni Power Ltd. and Goodworth Merchants Pvt. Ltd. with the Company.

The scheme of Amalgamation became effective on 16" January, 2010 i.e the date on which the order of the Honble High Court, Allahabad was submitted to the Registrar of Companies, (U.P. & Uttarakhand) Kanpur.

As per the said Amalgamation order, the necessary accounting effect has been given in the Audited Annual Accounts of the Company for the year ended 31st March, 2010.

SHARE CAPITAL

Pursuant to the scheme of Amalgamation of Abhinav Investments Pvt. Ltd., Ganesh Synthetics Pvt. Ltd., Ginni Power Ltd. and Goodworth Merchants Pvt. Ltd. (transferor companies) with the Company (transferee company), as approved by the Honble High Court, Allahabad, the Company has allotted 2,22,95,386 equity shares to the eligible shareholders of the transferor Companies. Pursuant to the said Amalgamation 1,09,07,946 equity shares of the Company stood cancelled. After obtaining shareholders approval in the last Annual General Meeting and in pursuant to the conditions imposed by the Corporate Debt Restructuring(CDR) Cell, the Company has allotted 7,50,000 Preference Shares of Rs. 100 each to the Promoters and their relatives .

During the year the Authorised share capital of the Company has increased from Rs. 75,00,00,000 divided into 7,50,00,000 equity shares of Rs. 10/- each to Rs. 94,28,50,000 divided into 84,28,50,000 equity shares of Rs. 10/- each and 10,00,000 Preference shares of Rs.100/- each and issued, subscribed and paid up Share capital has increased from Rs. 59,26,26,250 divided into 5,92,62,625 equity shares of Rs. 10/- each to Rs. 78,15,00,650 divided into 7,06,50,065 equity shares of Rs. 10/- each and 7,50,000 Preference shares of Rs.100/- each.

CORPORATE GOVERNANCE

A report on Corporate Governance together with a certificate from M/s. P.L. Gupta & Co., Chartered Accountants, the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance stipulated by Stock Exchange under clause 49 of the Listing Agreement is annexed to this report as Annexure A and forms an integral part of the Directors Report.

VOLUNTARY GUIDELINES ISSUED BY THE MINISTRY OF CORPORATE AFFAIRS

Recently the Ministry of Corporate Affairs (MCA) has introduced voluntary guidelines on Corporate Governance (CG) and Corporate Social Responsibility(CSR).

The Company is already complying with the majority requirements of the Corporate Governance Guidelines and the remaining requirements are likely to be complied with in due course of time, to the extent possible.

The Company has a policy on the Corporate Social Responsibility(CSR) comprising two parts i.e. Guiding Principles and Implementation mechanism. The Company has already undertaken lot of measures towards its social responsibility which are described in details in the separate report on the CSR.

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and marked as Annexure B to this Report.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposits from the public during the year under review.

AUDITORS

M/s. P.L. Gupta & Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Reports and Accounts are being sent to all the Shareholders of the Company excluding the aforesaid information. Any Shareholder interested in obtaining such particulars, may inspect the same at the Registered Office of the Company or write to the Company Secretary at the Corporate Office for a copy.

AUDITORS REPORT

The Auditors Reports on the recast Accounts (pursuant to the Amalgamation) of the Company for the years ended 31st March, 2008 and 31st March, 2009 and on the Annual Accounts of the Company for the year ended 31st March, 2010 are self explanatory and requires no comments.

COST AUDITORS

The Central Government has given its approval for the appointment of M/s K.G.Goyal & Associates, Cost Accountants and M/s S. Gupta & Co., Cost Accountants as Cost Auditors of the Company to audit the cost accounts maintained by the Company for the year ended 31st March 2010.

ACKNOWLEDGEMENT

Your Directors record their appreciation for the co-operation and assistance extended by Financial Institutions, Banks and Government authorities. They also record their appreciation for the devoted services rendered by the Executives, Staff Members and Workmen of the Company.

For and on behalf of the Board of Directors NOIDA (UP.) DR. RAJARAM JAIPURIA 6th May, 2010 Chairman & Managing Director