Directors Report of GTN Textiles Ltd.

Mar 31, 2024

Your Directors'' present the 19^th (Nineteenth) Boards'' Report together with the Audited Statement of Accounts (Standalone
& Consolidated) for the year ended 31^st March 2024.

1. FINANCIAL RESULT

The Standalone and Consolidated financial highlights of your Company for the year ended 31st March 2024 are
summarized as follows:

(Rs. In Crores)

Financial Results	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from Operations / Other Income	*	10.01	*	10.01
EBITDA		(0.89)		(0.89)
Finance cost		2.43		2.43
Depreciation		0.71		0.71
Profit / (Loss) / before Tax		(4.03)		(4.03)
Tax expense / (Credit) - including Deferred tax		(3.49)		(3.49)
Profit / (Loss) for the year from continuing operations		(0.54)		(0.54)
Profit / (Loss) for the year from discontinued operations	(12.04)	(17.43)	(12.04)	(17.43)
Other Comprehensive Income (net of Tax)	(0.05)	(1.17)	(0.05)	(1.17)
Total Comprehensive loss for the year	(12.09)	(19.13)	(12.09)	(19.13)

*Since Cotton Yarn manufacturing operations were discontinued during the second quarter of FY 2022-23, there is no
revenue / expenses from operations for FY 2023-24.

2. FINANCIAL PERFORMANCE

Your Board would like to state that Company''s cotton yarn manufacturing operations from its Aluva, Kerala Plant was
discontinued wef. 13.06.2022 on account of unsustainable wages, paucity of working capital and steep increase in
cotton prices, which resulted in lower capacity utilization and making the operations unviable. In view of this, there
was no operating revenue for the financial year 2023-24. Fixed and other expenses incurred were disclosed under the
heading “Profit/(Loss) for the year from discontinued operations” and breakup of the same is given herein below.

Amount Rs. In Crs.

Particulars	31.3.2024	31.3.2023
Income from Sales and other Income	93	419
Profit on sale of Property, plant and Equipment	250	887
Total Income	343	1306
Less : Expenses
Finance Cost	1019	963
Employee Cost and Admin Expenses	552	961
VRS Compensation paid to workmen	126	1125
Total Expenses	1697	3049
Profit/ (Loss) before tax on discontinued operation	(1354)	(1743)
Tax expenses thereon (including deferred tax)	(150)	-
Profit/ (Loss) on discontinued operation	(1204)	(1743)

In view of the discontinued operations, figures of the current financial year are not comparable with that of the previous
year.

3. STATUS OF DISPOSAL OF PROPERTY PLANT AND EQUIPMENT

Pursuant to the stoppage of manufacturing operations of the company with effect from 13.06.2022, your Board has
taken effective steps to sell the assets of the company and to pay the dues of the workmen & employees, bankers,
creditors etc. The company''s bankers have issued NOC on 26.05.2022 for sale of the assets and to repay their dues.
Pursuant to the NOC, the company has sold its entire machinery at its Plant in Aluva and Offices in Mumbai and from

the said sale proceeds paid the dues of bankers to the
extent of Rs. 36.62 Cr till date.

The Company has entered into an MOU on 08.04.2024
for sale of 24.67 acres of land for a consideration of
Rs.80 Crores. Accordingly, we have requested the
lenders to extend the validity of the NOC issued up to
31.10.2024, to enable sale of the aforesaid 24.67 acres
of land and from the sale proceeds to repay the balance
dues of the bankers along with interest without any
haircut of whatsoever.

The Bankers have recently approved extension of
NOC issued for sale of the aforesaid land and from
the sale proceeds, repay the bank dues and close the
NPA account of the Company. Your Board expects to
complete sale within the time allowed and also pay
entire dues as stipulated by the Lenders.

With the surplus funds as would be available after
the said land sale, the company intends to carry on
outsourcing of cotton yarn manufacturing / trading in
cotton yarn or any other business as permitted in the
object clause of the Memorandum of Association for
better prospects of the company.

4. DIVIDEND

In view of the losses for the financial year ended 31^st
March 2024, the Board of Directors, regret their inability
to recommend any dividend for the year 2023-24.

5. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements, prepared in
accordance with the applicable Indian Accounting
Standards issued by the Institute of Chartered
Accountants of India and Regulation 33 of the SEBI
(LODR) Regulations, 2015 together with Auditors
Report. The Auditors report on the consolidated financial
statements also attached. The same is with unmodified
opinion (unqualified).

6. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANY

The Company did not have any Subsidiary or Joint
Venture during the financial year. The Company has one
Associate Company, Patspin India Limited.

7. MANAGEMENT DISCUSSION AND ANALYSIS

As mentioned in the Financial Performance above, the
manufacturing operations of the company has been
suspended with effect from 13.6.2022 and the company
has not yet commenced trading in cotton yarn or
any other business as permitted in Object Clause in
the Memorandum of Association. Normal Business
challenges are expected to remain as the Company
operates in a competitive sector. The Company has
adequate systems of Internal Controls commensurate
with its size and operations to ensure orderly and
efficient conduct of business. These controls ensure
reduction and detection of fraud and error, adequacy
and completeness of the accounting records and timely
preparation of reliable financial information.

With the reasons above, the Management Discussion
and Analysis Report on the operations of the Company,
as required under the SEBI (LODR) Regulations, 2015 is
not separately attached.

8. PUBLIC DEPOSITS

The Company does not have “Deposits” as
contemplated under Clause V of the Companies Act
2013. Further, the company has not accepted any such
deposits during the year ended 31st March 2024.

9. CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply
with the recommendations concerning Corporate
Governance.

A separate statement on Corporate Governance
together with a certificate from the Practicing Company
Secretary of the Company regarding compliance of
conditions of Corporate Governance as stipulated under
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms part of this Annual Report.

10. DIRECTORS

All the Directors have affirmed that they have complied
with the Company''s Code of Business Conduct & Ethics.
In terms of requirements of the Listing Regulations,
the Board has identified core skills, expertise and
competencies of the Directors in the context of the
Company''s businesses, which are detailed in the
Report on Corporate Governance.

Further, in terms of Section 150 of the Act read with Rule
6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, Independent Directors of the
Company have confirmed that they have registered
themselves with the databank maintained by the Indian
Institute of Corporate Affairs. The Independent Directors
who were required to clear the online proficiency self¬
assessment test have passed the test. In the opinion of
the Board, the Independent Directors fulfil the conditions
of independence, are independent of the management,
possess the requisite integrity, experience, expertise,
proficiency and qualifications to the satisfaction of the
Board of Directors

During the year under review there is no change in
the composition of the Board of Directors and the Key
Managerial Personnel.

Pursuant to the requirements of the Companies Act,
2013, Smt. Kalpana Mahesh Thakker(DIN 08601866),
retires by rotation at the ensuing Annual General
Meeting and, being eligible, offers herself for re¬
appointment. The Board recommends the appointment
/ re-appointment of the above Director for approval. The
brief details of the Director proposed to be appointed /
re-appointed, as required under Regulation 36 of SEBI
Listing Regulations, are provided in the Notice of Annual
General Meeting.

11. KEY MANAGERIAL PERSONNEL

Shri B.K. Patodia, Managing Director, Shri. M Achuthan,
Chief Financial Officer and Shri E.K.Balakrishnan,

Company Secretary were the Key Managerial Personnel
of your Company, in accordance with the provisions of
Section 203 of the Companies Act 2013 during the year
under review.

12. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 5 (Five) times during the
financial year 2023-24. The details of the meetings of
the Board of Directors of the Company convened and
attended by the Directors during the financial year 2023¬
24 are given in the Corporate Governance Report which
forms part of this Annual Report.

13. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met
on 22^nd February, 2024, without the presence of
Non-Independent Directors and members of the
management to review the performance of Non¬
Independent Directors and the Board of Directors as
a whole; review the performance of the Chairman and
Managing Director of the Company and to assess the
quality, quantity and timeliness of flow of information
between the management and the Board of Directors.
The performance evaluation of the Independent
Directors was carried out by the entire Board.

14. DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility
for ensuing compliances with the provisions of Section
134(3)(c) read with Section 134(5) of the Companies
Act, 2013 in the preparation of Annual Accounts for the
year ended on 31st March, 2024 and state that:

1. in the preparation of the Annual Accounts, the
applicable Indian Accounting Standards have been
followed and there are no material departures from
the same

2. 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 your company as at 31st March
2024 and of the profit or loss of the company for
that period;

3. 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 your company and for preventing and detecting
fraud and other irregularities;

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

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

6. 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.

15. BOARD EVALUATION

Pursuant to the provisions of Companies Act and
Listing Regulations, the Board has carried out the
annual performance evaluation of its own performance,
of Committees of the Board and of the Directors
individually. A structured questionnaire was prepared
after taking into consideration inputs received from
the Directors, covering various aspects of the Board''s
functioning such as adequacy of the composition of
the Board and its Committees, Board culture, execution
and performance of specified duties, obligations and
governance.

A separate exercise was carried out to evaluate the
performance of individual Directors, who were evaluated
on parameters such as level of engagement and
contribution, independence of judgement, safeguarding
the interest of the Company.

16. FAMILIARISATION PROGRAMME FOR DIRECTORS

At the time of appointing a Director, a formal letter of
appointment is given, which interalia explains the
role, function, duties and responsibilities expected as
a Director of the Company. This is to provide insights
into the Company to enable the Independent Directors
to understand its business in depth, to familiarize them
with the process, business and functionaries of the
Company and to assist them in performing their role as
Independent Directors of the Company. The Director is
also explained in detail the Compliance required under
the Companies Act, 2013, SEBI (LODR) Regulations,
2015 and other relevant regulations and affirmation
taken with respect to the same.

The Chairman and the Management has also one to
one discussion with the Directors to familiarize with the
company''s operations.

17. AUDITORS

M/s. L.U.Krishnan& Co. (Regn.No.001527S) Chartered
Accountants, Chennai were appointed as the Auditors
of the Company for second term of 5 years at the
17^thAnnual General Meeting (AGM) held on 30^th
September, 2022 to hold office till the conclusion of the
22^ndAGM of the Company to be held in the year 2027.
The Auditors'' Report for FY 2023-24 does not contain
any qualifications, reservations or adverse remarks.

18. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and rules made there under, the
Company has appointed Shri. MRL Narasimha (C.P No.
799), Practicing Company Secretary to undertake the
Secretarial Audit of the Company.

Secretarial Audit Report issued by Shri. MRL Narasimha,
Practicing Company Secretary in Form MR-3 forms
part to this report Annexure I. The said report does
not contain any observation or qualification requiring
explanation or adverse remark

19. COST AUDITORS

In terms of the Companies (Cost Records and Audit)
Amendment Rules, 2014 published vide GSR No.

01(E) on 31^st December 2014 issued by the Central
Government in terms of the powers conferred by
Section 148 of the Companies Act,2013, due to the
reduction of the turnover from the auditable product
as per the previous audited financial statement and
also there is no manufacturing operations being held
in the company, the cost audit is not mandatory during
the next financial year 2024-25. Hence Board has not
recommended the appointment of Cost Auditor for the
next FY 2024-25.

20. EXTRACT OF ANNUAL RETURN

Pursuant to provisions of Section 134(3)(a) and Section
92(3) of the Companies Act, 2013, read with Rule 12
of the Companies( Management and Administration)
Rules, 2014, the Annual Return of the company for
the Financial Year 31^st March 2024 is uploaded on the
website of the company and can be accessed at the
www.gtntextiles.com

21. RELATED PARTY TRANSACTIONS

All transactions entered with related parties were
on arm''s length basis and in the ordinary course of
business.

There were no materially significant transactions with
the related parties during the financial year and were
not in conflict with the interest of the company. Thus, a
disclosure in Form AOC -2 in terms of Section 134 of the
Companies Act 2013 is not required. All related party
transactions are placed before the Audit Committee as
also before the Board for approval.

The Board of Directors, as recommended by the Audit
Committee, adopted a policy to regulate transactions
between the Company and its Related Parties, in
compliance with the applicable provisions of the
Companies Act 2013, the Rules thereunder and the
Listing Regulations. This Policy has been uploaded on
the website of the Company.

22. LOANS & INVESTMENTS

Details of loans, guarantees and Investments covered
under the provisions of Section 186 of the Companies
Act, 2013 are given in the Notes to Financial Statements
forming part of this report.

23. CREDIT RATING

The company has stopped cotton yarn manufacturing
operations effective from 13.06.2022 and is in the
process of selling its assets and repaying the bank dues
fully. Due to classification of account as sub-standard,
the lenders have not made available any credit facilities
to the company. In view of the aforesaid, the external
credit rating was not carried out during the year 2023¬

24.

24. RISK MANAGEMENT

The company has laid down a well-defined risk
management mechanism covering the risk mapping
and trend analysis, risk exposure, potential impact and
risk mitigation process. A detailed exercise is being
carried out to identify, evaluate, manage and monitor

business risks. The Audit Committee and the Board
periodically review the risks and suggest steps to be
taken to manage/ mitigate the same through a properly
defined framework.

During the year, a risk analysis and assessment was
conducted, and no major risks were noticed, which may
threaten the existence of the company.

25. VIGIL MECHANISM / WHISTE BLOWER POLICY

The company has a Vigil Mechanism / Whistle Blower
Policy to report genuine concerns or grievances. The
Vigil Mechanism (Whistle Blower Policy) has been
posted on the company''s website (www.gtntextiles.
com).

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Even though the provisions of Section 135 (5) of
Companies Act, 2013 regarding Corporate Social
Responsibility are not yet attracted, the company has
been, over the years, pursuing as part of its corporate
philosophy, an unwritten CSR policy voluntarily which
goes much beyond mere philanthropic gestures and
integrates interest, welfare and aspirations of the
community with those of the Company itself in an
environment of partnership for inclusive development.

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

Information required under section 134 (3) (m) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 is as follows:

a) Conservation of Energy

The manufacturing operations of the company has
been suspended with effect from 13.6.2022 and
the company now intends to carry on outsourcing
of cotton yarn manufacturing / trading in cotton
yarn or any other business as permitted in Object
Clause in the Memorandum of Association, and
hence it does not consume heavy electricity

b) Technology absorption

The Company propose to introduce various
measures to help the above activities.

c) Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings - NIL

Foreign Exchange Outgo - NIL

28. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has an effective internal control and risk
mitigation system designed to effectively control the
operations at its Head Office and Depots. The internal
control systems are designed to ensure that the financial
and other records are reliable for the preparation of
financial statements and for maintaining assets. The
Company has well designed Standard Operating
Procedures. Independent Internal Auditors conduct
audit covering a wide range of operational matters and
ensure compliance with specified standards. Planned

periodic reviews are carried out by Internal Audit.
The findings of Internal Audit are reviewed by the top
management and by the Audit Committee of the Board
of Directors.

Based on the deliberations with Statutory Auditors
to ascertain their views on the financial statements
including the Financial Reporting System and
Compliance to Accounting Policies and Procedures,
the Audit Committee was satisfied with the adequacy
and effectiveness of the Internal Controls and Systems
followed by the company.

29. NOMINATION & REMUNERATION POLICY

The Board of Directors has framed a policy which
lays down a framework in relation to remuneration
of Directors, Key Managerial Personnel and Senior
Management of the Company. This policy also lays
down criteria for selection and appointment of Board
Members. More details on the same are given in the
Corporate Governance Report.

30. INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

In accordance with the applicable provisions of
Companies Act, 2013 (hereinafter referred to as “the
Act”) read with Investor Education and Protection
Fund (Accounting, Audit, Transfer and Refund) Rules,
2016 (hereinafter referred to as the “IEPF Rules”), all
unclaimed dividends are required to be transferred
by the Company to the IEPF, after completion of
seven (7) years. Further, according to IEPF Rules,
the shares on which dividend has not been claimed
by the shareholders for seven (7) consecutive years
or more shall be transferred to the demat account of
the IEPF Authority. The details relating to shares on
which dividends were unclaimed are provided in the
General Shareholders Information section of Corporate
Governance report forming part of this Annual Report.

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

The Company has in place an anti-sexual harassment
policy in line with the requirements of the sexual
harassment of women at the workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal
Compliance Committee (ICC) is already been functioned
for redressing complaints received regarding sexual
harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.

The Company has not received any complaints under
this policy during the year ended 31st March, 2024.

32. PARTICULARS OF EMPLOYEES PURSUANT TO
SECTION 134 (3) (q) OF THE COMPANIES ACT,
2013 READ WITH RULE 5 (1) OF THE COMPANIES
(APPOINTMENT AND REMUENRATION OF
MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to section 134 (3)
(q) of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 in respect of
employees of the company will be provided upon
request. In terms of Section 136 of the Act, the Report
and Accounts are being sent to the Members and
others entitled thereto, excluding the information on
employees'' particulars which is available for inspection
by the Members at the Registered office of the company
during business hours on working days of the company
up to the date of the ensuing Annual General meeting.
If any Member is interested in obtaining a copy thereof,
such member may write to the company in this regard.

33. PERSONNEL & INDUSTRIAL RELATIONS
Industrial Relations were cordial and satisfactory.
There were no employees whose particulars are to be
given in terms of Section 134(3)(q) of the Companies
Act,2013 read with Rule 5(2) and 5(3) of the companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS

There are no significant and material orders passed by
the Regulators or Courts or Tribunals that would impact
the going concern status of your Company and its
future operations.

35. GENERAL

a) There was no issue of equity shares with differential
rights as to dividend, voting or otherwise: and;

b) There was no issue of shares (including sweat
equity shares) to the employees of the company
under any scheme.

36. ACKNOWLEDGEMENT

Your Directors place on record their gratitude to Central
Bank of India, State Bank of India and the concerned
Departments of the State and Central Government,
valuable customer, Employees and Shareholders for
their assistance, support and co-operation to the Com¬
pany.

For and on behalf of the Board of Directors

B K PATODIA

Place:Kochi Chairman

Date: 13.8.2024 (DIN:00003516)

---

Mar 31, 2015

Dear members,

The Directors present the TENTH Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2015

FINANCIAL RESULTS (Rs in lacs) PARTICULARS Year Ended

31.03.2015 31.03.2014

REVENUE

Income from operations 18598 28612

Other income 73 62

Changes in Inventories 758 (143)

Total 19429 28531

EXPENSES

a) Cost of materials 12655 19793

b) Employee benefits expense 2580 2443

c) Other expenses 3095 4001

Total 18330 26237

OPERATING PROFIT 1099 2294

Finance Costs 1089 1290

PROFIT/(LOSS) BEFORE DEPRECIATION, 10 1004

AMORTISATION & TAX EXPENSES

Depreciation and Amortisation Expenses 457 611

PROFIT/(LOSS) BEFORE TAX (447) 393

Tax Expenses

a) Current Tax (MAT) - 78

b) MAT credit entitlement - (78)

c) Deferred Taxation 141 197

PROFIT/(LOSS) AFTER TAX (306) 196

DIVIDEND

As explained in detail under performance review, your company has incurred loss for the year and hence the Board is unable to recommend a dividend for the financial year ended 31st March, 2015.

PERFORMANCE REVIEW

The Indian Textile Industry performed reasonably well during the fiscal year 2013-14 and continued the trend in the first two quarters of 2014-15 also. But, from the 3rd quarter of 2014-15, the industry went into tailspin due to a number of factors. One of the major causes was crash in the raw material prices globally by almost 50% and the Indian cotton prices were no exception. Spinning Mills, specially Export Oriented Mills like ours, who are obliged to carry several months requirement of raw cotton for quality reasons incurred substantial value losses on such inventories. The other important factor was significant changes in Chinese procurement policies and substantial reduction in Chinese import of cotton yarn. Consequently, yarn prices also fell significantly leading to lack of parity between cotton and cotton yarn prices. The cotton yarn exports from India into China also dropped by nearly 23%. These factors had a bearish effect on both demand and sales realization resulting in the mills carrying large unsold inventories and incurring losses. Moreover, the situation in respect of fine and superfine yarns which are our company's main product lines continues to suffer from both lack of demand and sales realization which is below the cost of production. Salaries & Wages continued to rise during the year besides hike in power cost, thereby rendering the cost of manufacturing prohibitive.

Your company's total revenues sharply came down to Rs.186.71 crores from Rs.286.74 crores in the previous year due to substantial reduction in exports of outsourced yarns for reasons mentioned above. The operating profit came down to Rs.10.99 crores from Rs.22.94 crores in the previous year. After meeting finance cost of Rs.10.89 crores, the profit before depreciation, amortization and tax expenses was at Rs.10 lacs only and net loss after provision of depreciation and deferred taxation at Rs.3.06 crores.

As regards performance of Aluva Unit in the current year, your Directors regret to inform that it continues to incur substantial losses. As already informed, ever rising high cost of salaries and wages as compared to industry norms has resulted in an unviable and untenable situation. To ensure survival of this unit, it is imperative that these costs are brought down to be at par with the industry.

CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION AND ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND LISTING AGREEMENT

As per Clause 49 of the Listing Agreement entered into with the Stock Exchanges, Corporate Governance Report with Auditors Certificate thereon and Management Discussion and Analysis are attached and form part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (5) of the Act, and based on the representations received from the management, the directors hereby confirm that :

i) In the preparation of the annual accounts for the financial year 2014-15, the applicable accounting standards have been followed and there are no material departures;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for the financial year.

iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

v) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, in accordance with the provisions of the Companies Act, 2013 and Company's Articles of Association, Shri Mahesh C Thakker retires by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment.

The Board recommends the same for your approval.

Smt. Pamela Anna Mathew has been inducted as an Additional Director effective from 17.03.2015 and hold office only up to the date of forthcoming Annual General Meeting of the company. Based on the recommendation of Nomination and Remuneration Committee, the Board recommends and seeks shareholders approval for appointment of Smt. Pamela Anna Mathew as an Independent Director for a period of 5 years.

Pursuant to the provisions of Section 203 of the Act, the appointment of Shri. B.K Patodia, Chairman and Managing Director,Shri. A.K. Warerkar Chief Financial Officer and Shri. E.K Balakrishnan, Company Secretary were formalized by the Board at its meeting held on 15.5.2014 as the Key Managerial Personnel of the Company.

AUDITORS AND SECRETARIAL AUDIT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, M/s. M S Jagannathan & Visvanathan, Chartered Accountants, Coimbatore, were appointed as Statutory Auditors of the Company from the conclusion of the 9th Annual General Meeting (AGM) of the Company held on 19th September, 2014 till the conclusion of the 12th Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every AGM

Further, pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Shri. MRL Narasimha, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The same is attached as Annexure I and forms an integral part of this Report

There are no disqualification, reservations or adverse remarks or disclaimers in the Auditors and Secretarial Auditors Report

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

Information required under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in the Annexure II forming part of this report

CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company yet the company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

FAMILIRISATION PROGRAMME FOR DIRECTORS

At the time of appointing a Director, a formal letter of appointment is given to him, which interalia explains the role, function, duties and responsibilities expected of him as a Director of the Company. The Director is also explained in detail the Compliance required from him under the Companies Act, 2013, Clause 49 of the Listing Agreement and other relevant regulations and affirmation taken with respect to the same.

The Chairman along with the Management has also one to one discussion with the newly appointed Director to familiarize with the company's operations.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the Financial Year 2014-15, forms part of the Corporate Governance Report

INDEPENDENT DIRECTORS DECLARATION

The Non Executive Independent Directors fulfill the conditions of independence specified in Section 149 (6) of the Companies Act, 2013 and Rules made there under and meet with requirement of Clause 49 of the Listing Agreement entered into with the stock Exchanges. A formal letter of appointment to Independent Director as provided in Companies Act, 2013 and the Listing Agreement has been issued and disclosed on the website of the Company viz. www.gtntextiles.com

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of loans, guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism / whistle Blower policy for Directors and employees to report genuine concerns or grievances. The Whistle Blower policy has been posted on the website of the Company (www.gtntextiles.com).

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an effective internal control and risk mitigation system, which has consistently assessed and strengthened with standard operating procedure. Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

The Audit Committee of the Board of Directors, statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. To maintain its objectivity and independence, the internal audit function reports to the Chairman of the Audit Committee

RISK MANAGEMENT

The Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The Company is having a business risk management framework in place, which defines the risk management approach of the company and includes periodic review of such risks and mitigating controls and reporting mechanism of such risks.

NOMINATION & REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a frame work in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members.

RELATED PARTY TRANSACTIONS

The transactions entered with related parties for the year under review were on arm's length basis and in the ordinary course of business. The disclosure under form AOC-2 for transactions with related party during the year under review is attached as Annexure III.

The Company has developed a Related Party Transactions framework for the purpose of identification and monitoring of such transaction.

A Statement giving details of Related party transactions are placed before the Audit Committee as also to the Board for review and approval on a quarterly basis.

DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public and as such no amount on account of principal or interest on deposit from public was outstanding as on the date of the Balance sheet

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 as per Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of Companies (Management & Administration) Rules, 2014 is annexed hereto as Annexure IV and forms part of this report.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 134 (3) (q) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Section 134 (3) (q) of the Companies Act, 2013 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard

PERSONNEL & INDUSTRIAL RELATIONS

Industrial Relations were cordial and satisfactory. There were no employees whose particulars are to be given in terms of Section 134(3)(q) of the companies Act,2013 read with Rule 5(2) and 5(3) of the companies (Appointment and Remuneration of Managerial personnel) Rules, 2014

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to Central Bank of India, State Bank of India, Export-Import Bank of India, State Bank of Travancore, Bank of India and Axis Bank Limited and the concerned Departments of the State and Central Government, valuable customer, Employees and Shareholders for their assistance, support and co-operation to the Company.

For and on behalf of the Board

Place : Kochi, B.K PATODIA Date : 27.5.2015 Chairman

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Mar 31, 2014

To the Members,

The Directors present the NINTH Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs in lacs)

PARTICULARS Year Ended Year Ended 31.03.2014 31.03.2013

REVENUE

Revenue from operations 28612 20939

Other income 62 35

Changes in Inventories (143) (168)

Total 28531 20806

EXPENSES

a) Cost of materials 19793 14071

b) Employee benefits expense 2443 2179

c) Other expenses 4001 3354

Total 26237 19604

OPERATING PROFIT 2294 1202

Finance Costs 1291 1072

PROFIT / (LOSS) BEFORE DEPRECIATION, 1003 130

AMORTISATION & TAX EXPENSES

Depreciation and Amortization Expenses 611 628

PROFIT/(LOSS) BEFORE TAX 392 (498)

Tax Expenses

a) Current Tax (MAT) 78 -

b) MAT Credit Entitlement (78) -

b) Deferred Tax Charge / (Credit) 197 (142)

PROFIT/(LOSS) AFTER TAX 195 (356)



DIVIDEND

In view of accumulated losses, your Directors regret their inability to recommend dividend for the financial year ended 31st March, 2014.

PERFORMANCE REVIEW

As mentioned in the last year''s Directors report there has been steady demand recovery in textile business from second half of FY 2012-13, both in international as well as domestic market. Accordingly, the year under review witnessed overall improvement in performance of your company, with sales, operating margin and cash profit reporting substantial increase. Exports of the Company showed handsome increase of 66% over previous year to Rs. 179 crores, significant part of which came from outsourced yarn business. Amongst various importing countries, demand from China was main factor leading to export led growth of the industry. However, of late, exports to China have been showing a declining trend for various reasons including uncertainty over cotton stocking policies of that country, which has direct impact on our export prices.

Total income during the year was substantially higher at Rs. 285.31 crores as against Rs. 208.06 crores of the previous year. While Operating profit increased to Rs. 22.94 crores from Rs. 12.02 crores, cash profit stood at Rs. 10.03 crores as compared to Rs. 1.30 crores. After charging depreciation of Rs. 6.11 crores, the profit before tax was at Rs. 3.92 crores as against a loss of Rs. 4.98 crores in previous year. After provision for deferred Tax of Rs. 1.97 crores, the Net profit was at Rs. 1.95 crores in comparison to previous year''s Net Loss of Rs. 3.56 crores.

As mentioned earlier, there are signs of slowdown in exports, besides pressure on domestic prices. Other areas of concern are continued high cost of salaries and wages as compared to Industry norms and ever rising cost of power in Kerala. Under the circumstances, your company will have to strive hard to maintain the current level of performance during current financial year.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

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

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

(d) The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE REPORT AND

MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Your Directors affirm their commitments to the Corporate Governance Standards prescribed by the Securities and Exchange Board of India (SEBI).

A Report on Corporate Governance with Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is attached.

FIXED DEPOSITS

The company had no unclaimed deposits outstanding as at the close of the financial year.

DIRECTORS

Pursuant to Section 149 of the Companies Act, 2013, the Board at its meeting held on 30th July, 2014 recommended appointment of Shri. B. L. Singhal, Shri. Prem Malik, and Shri. S. Sundareshan as Independent Directors of the Company not liable to retire by rotation for a period of 5 years from the date of its 9th Annual General Meeting subject to approval of the members of the Company. These directors have given the declaration to the Board that they meet the criteria of Independence as provided under section 149 (6) of the said Act and also confirm that they will abide by the provisions as mentioned in Schedule IV of the Companies Act, 2013. The Board recommends the Resolutions for your approval for the above appointments.

Shri CD. Thakker, has resigned from the Board effective from 10.10.2013 due to personal reasons. He has served as Director of the Company for a very long period of 25 years, including erstwhile GTN Textiles Limited. The Board places on record its profound appreciation for his valuable contribution as a Director of the Company.

Shri Mahesh C Thakker has been inducted as an Additional Director effective from 31.10.2013. The Board recommends and seeks shareholders approval for appointment of Shri. Mahesh C Thakker, whose period of office is liable to determination by retirement of Directors by rotation.

Shri N.K. Bafna and Shri R. Rajagopalan, Directors have resigned from the Board effective from 31.7.2014 for personal reasons.

Shri N.K. Bafna has joined the Board of the Company effective from 15.5.2008 and was member of "Audit Committee", "Stakeholders Relationship Committee" and "Nomination and Remuneration Committee" of the Board of Directors.

Shri R. Rajagopalan, has joined the Board of the Company effective from 31.7.2002 (erstwhile GTN Textiles Limited). He was Chairman of "Stakeholders Relationship Committee" and member of "Audit Committee and "Nomination and Remuneration Committee" of the Board of Directors".

The Board places on record its profound appreciation to Shri N.K. Bafna and Shri R. Rajagopalan for their valuable contributions as Independent Directors.

AUDITORS

M/s. M S Jagannathan & Visvanathan, Chartered Accountants, Coimbatore, who are the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for reappointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. MS Jagannathan & Visvanathan, Chartered Accountants as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 12th AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

PERSONNEL & INDUSTRIAL RELATIONS

Industrial Relations were cordial and satisfactory. There were no employees whose particulars are to be given in terms of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 dated 31st March, 2011.

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

The information required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in Annexure, attached hereto and forms part of this report.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to Central Bank of India, State Bank of India, Export-Import Bank of India, State Bank of Travancore, Bank of India and Axis Bank Limited and the concerned Departments of the State and Central Government, Valuable customers Employees and Shareholders for their assistance, support and co-operation to the Company.

For and on behalf of the Board

Place : Kochi, B. K. PATODIA Date : 30th July, 2014 Chairman

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Mar 31, 2013

To the Members,

The Directors present the EIGHTH Annual Report together with the Audited Statements of Account for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs in lacs)

PARTICULARS Year Ended Year Ended 31.03.2013 31.03.2012

REVENUE Revenue from operations 20939 14012

Other income 35 39

Changes in Inventories (168) 1014

Total 20806 15065

EXPENSES

a) Cost of materials 14071 9409

b) Employee benefits expense 2179 2054

c) Other expenses 3354 2668

Total 19604 14131

OPERATING PROFIT 1202 934

Finance Costs 1072 951

PROFIT / (LOSS) BEFORE DEPRECIATION, 130 (17) AMORTISATION & TAX EXPENSES

Depreciation and Amortization Expenses 628 632

PROFIT/(LOSS) BEFORE TAX (498) (649) Tax Expenses

a) Current Tax (MAT)

b) Deferred Tax (142) (206)

PROFIT/(LOSS) AFTER TAX (356) (443)

DIVIDEND

As explained in detail under Performance Review, your Company has incurred loss for the year under review, and hence the Board is unable to recommend a Dividend.

PERFORMANCE REVIEW

Last five years beginning from 2008-09 have been the most challenging period in the history of Indian Textile Industry, which faced multiplicity of adverse factors. Barring the year 2010-11 which reported exceptional recovery, rest of the period was mired in adversities arising from global meltdown, continued slowdown in advanced economies and weakening economic growth in India as well as other developing countries. Business related and political factors also took heavy toll on recovery of the textile industry which witnessed severe power constraints, rising interest rates, wide currency fluctuations, besides considerable mismatch in input/output costs resulting from faulty Government Polices relating to export of cotton and cotton yarn.

The first half of the financial year 2012-13 continued to be

affected from some of the above adverse factors, but from the second half of the financial year there was distinct improvement. The Government had announced series of policy measures which included un-hindered export of cotton yarn, continuation of Textile Upgradation Fund Scheme and announcement of Foreign Trade Policy which had many positive features for the textile industry including incentive for incremental exports. Simultaneously demand for cotton yarn has also improved significantly. China became one of the major importers of cotton yarn from India.

The cotton crop at 34 Million bales was also satisfactory to take care of indigenous consumption and yet leave a sizable exportable surplus. The prices of raw cotton which in the beginning of the crop were lower have since settled down at reasonable levels. During the period under review, 8400 spindles were converted to compact technology, thereby taking the compact capacity to 34,896 spindles out of total capacity of 58,864 spindles.

In the year under review, your Company continued its thrust by undertaking outsourced yarn exports to improve both the top line and the margins. This resulted in the total revenue of the Company going upto Rs.209 crores as against Rs.140 crores in the previous year. In spite of increase in power tariff by 30% which resulted in higher power cost of Rs.364 lacs, the Company could report a cash profit of Rs.130 lacs against cash loss of Rs.17 lacs in the previous year. The operating profit went upto Rs.1202 lacs from Rs.934 lacs. At net level, after charging depreciation of Rs.628 lacs, there is a loss of Rs.498 lacs as against loss of Rs.649 lacs in the previous year.

Your Company is hopeful of maintaining the tempo of growth and achieve better results in the current financial year. The areas of concern are continued high cost of salaries & wages as compared to industry norms and ever rising cost of power in Kerala.

PLEDGING OF SHARES

During the year under review, Patspin India Limited (PIL), has gone for a Corporate Debt Restructuring proposal under the CDR system. Your Company is the main promoter of PIL. The scheme has been approved by CDR-EG, Mumbai and as per the approved scheme, your company has to pledge 51% of its holdings in PIL, being 72,86,405 Equity Shares of Rs 10 each , in favour of PIL lenders. Accordingly, your Company has created pledge on 14.05.2013 with the Monitoring Institution (MI) of the CDR Scheme, viz. Central Bank of India.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:- (a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

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

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

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

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Your Directors affirm their commitments to the Corporate Governance standards prescribed by the Securities and Exchange Board of India (SEBI).

A Report on Corporate Governance with Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is attached.

FIXED DEPOSITS

The Company had no unclaimed deposits outstanding as at the close of the financial year.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Company''s Articles of Association, Shri C.D Thakker and Shri N.K Bafna, Directors, retire from Office by rotation and are eligible for re-appointment.

STATUTORY AUDITORS

M/s. M S Jagannathan & Visvanathan, Chartered Accountants, Coimbatore, Auditors of the Company will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

PERSONNEL & INDUSTRIAL RELATIONS

Industrial Relations were cordial and satisfactory. There were no employees whose particulars are to be given in terms of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 dated 31st March, 2011.

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

The information required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in Annexure, attached hereto and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to Central Bank of India , State Bank of India, State Bank of Travancore, Bank of India , Axis Bank Limited and Export-Import Bank of India and the concerned Departments of the State and Central Government, valuable Customers, Employees and Shareholders for their assistance, support and co-operation to the Company. For and on behalf of the Board

Place : Kochi, B.K PATODIA

Date : 30th May, 2013 Chairman

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Mar 31, 2012

The Directors present the SEVENTH Annual Report together with the Audited Statements of Account for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs. in lacs)

Particulars Year ended

31.3.2012 31.3.2011

REVENUE

Revenue from operations 14012 14943

Other income 39 181

Changes in Inventories 1014 (48)

Total 15065 15076

EXPENSES

a) Cost of materials 9409 8726

b) Employee benefits expense 2054 1771

c) Other expenses 2668 2654

Total 14131 13151

OPERATING PROFIT 934 1925

Finance Costs 951 805

PROFIT (LOSS) BEFORE DEPRECIATION, AMORTISATION & TAX EXPENSES (17) 1120

Depreciation and Amortisation Expenses 632 649

PROFIT/(LOSS) BEFORE TAX (649) 471 Tax Expenses

a) Current Tax (MAT) — —

b) Deferred Tax (206) 90

PROFIT/(LOSS) AFTER TAX (443) 381

DIVIDEND

As explained in detail under Performance Review, your company has incurred loss for the year under review, and hence the Board is unable to recommend a Dividend.

PERFORMANCE REVIEW

The textile industry has been facing a major challenge during the past few years in coping up with uncertainties arising from unexpected events led by external factors far beyond its control. The spinning sector which recovered handsomely in 2010-11 after two years of recession and adverse working, was once again plunged into yet another crisis due to lopsided government policies in respect of exports of cotton and cotton yarn, economic crisis in eurozone and consequent demand recession. The Government suddenly suspended cotton yarn exports from January to March 2011 which resulted in a huge piling up of yarn inventory of over 500 million kgs with the Spinning Mills. Eventually when this ill-timed ban was lifted in April 2011, there was a sudden rush to liquidate the yarn stock at any price made from high-priced cotton inventory. The above ban also resulted in international and domestic cotton prices crashing from April 2011 and within a period of 3 months i.e by June 2011, the domestic cotton prices declined to Rs.32,000 per candy for the Gujarat Shanker-6 variety from a peak of 65,000 per candy. Mills were saddled with holding high cost raw material inventory and the yarn prices crashed due to reasons given above, resulting in majority of the Spinning Units incurring cash losses in FY 2011-12. Extreme volatility in the foreign exchange rates also adversely affected the profitability.

Under the circumstances, while your company could maintain its total revenue at Rs. 150.65 crores for the year as compared to Rs. 150.77 crores for the previous year, there was a cash loss of Rs.0.17 crores as against cash profit of Rs.11.20 crores in the last year. As explained earlier, unrealistically higher cotton procurement cost in relation to subdued cotton yarn prices in the international as well as local markets wiped out most of the operating margin. Power cost has also been higher due to thermal surcharge levied by KSEB, besides increase in manpower cost subsequent to settlement of long-term wage agreement. After charging depreciation, at net level the company incurred a loss of Rs. 6.49 crores as compared to a profit before tax of Rs. 4.71 crores in the previous year.

To get over the crisis which are the direct result of lopsided government policies, the industry is persuading the concerned ministry to offer some fiscal concessions including moratorium in repayment of term loan installments falling due in near future. Hence, for the current year, we have to wait and watch for the situation to return to normalcy.

MODERNISATION AND EXPANSION PLANS

During the year under review, your Board has implemented a modernization and expansion project at a cost of Rs. 4.25 crores at its facilities located at Aluva, Kerala under the Restructured Technology Upgradation Fund Scheme (TUFS), Ministry of Textiles, Government of India.

With this, the compact spindle capacity has been enhanced from 26496 to 34896, within the total installed capacity of 58,864 spindles.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

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

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

(d) The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Your Directors affirm their commitments to the Corporate Governance standards prescribed by the Securities and Exchange Board of India (SEBI).

A Report on Corporate Governance with Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is attached.

FIXED DEPOSITS

The Company had no unclaimed deposits outstanding as at the close of the financial year.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Company's Articles of Association, Shri B.L Singhal and Shri R. Rajagopalan, Directors, retire from Office by rotation and are eligible for re-appointment.

AUDITORS

M/s. M S Jagannathan & Visvanathan, Chartered Account- ants, Coimbatore, Auditors of the Company will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

PERSONNEL & INDUSTRIAL RELATIONS

Industrial Relations were cordial and satisfactory. There were no employees whose particulars are to be given in terms of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 dated 31st March, 2011.

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

The information required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in Annexure, attached hereto and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to Central Bank of India , State Bank of India, State Bank of Travancore, Bank of India , Axis Bank Limited and Export-Import Bank of India and the concerned Departments of the State and Central Government, valuable Customers, Employees and Shareholders for their assistance, support and co-operation to the Company.

For and on behalf of the Board

Place : Kochi, B. K. PATODIA

Date : 23rd May, 2012 Chairman

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Mar 31, 2011

The Directors present the SIXTH Annual Report together with the Audited Statements of Account for the year ended 31st March, 2011.

FINANCIAL RESULTS

(Rs. in lacs)

Particulars Year ended Year ended 31.3.2011 31.3.2010

INCOME

Net sales / Income from operations 14893 12305

Other Operating Income (Insurance Claim) 1 192

Other income 3 5

Variation in Stock (48) (987)

Total 14849 11515

EXPENDITURE

a) Cost of materials 8564 6411

b) Staff Cost 1771 1483

c) Power Cost 1172 1131

d) Other expenditure 1475 1373

Total 12982 10398

OPERATING PROFIT 1867 1117

Interest 747 760

Profit before depreciation and taxation 1120 357

Depreciation 649 678

PROFIT BEFORE TAX 471 (321)

Provision for current tax (MAT) — —

Provision for deferred tax 90 (103)

PROFIT AFTER TAX 381 (218)

Transfer from General Reserve — 218

Surplus Carried to Balance Sheet 381 —

DIVIDEND

Inspite of improved results, with a view to conserve available resources, your Directors regret their inability to recommend dividend for the financial year ended 31st March, 2011.

PERFORMANCE REVIEW

Your Directors are glad to report that performance of the Company during the year has been impressive, led by strong demand from international as well as domestic markets. Your Companys business was adversely affected during 2008-09 global financial crisis. However, as reported in the previous Directors Report, the Company witnessed upswing in consumer demand for textile products from second half of Fiscal 2009-10. This was possible as many of the global economies progressed commendably, sooner than expected, leading to revival of textile industry.

Total revenues of your company for the year increased to Rs.148.93 crores from Rs.123.05 crores. Operating Profit and Cash Profit improved to Rs.18.67 crores and Rs.11.20 crores from Rs.11.17 crores and Rs.3.57 crores respectively in the previous year. At net level, there was a remarkable turn around with Profit before Tax at Rs.4.71 crores as against a loss of Rs.3.21 crores in the previous year. The year was marked with excessive volatility in cotton prices which peaked to historical high owing to shortfall in crop in many of the cotton growing countries. However, your managements core competency in procurement of cotton helped the Company in judicious and timely buying of raw material. As a result, while the cotton cost could be averaged out, margins could be improved through yarn prices which remained higher in line with cotton prices. The performance could have been still better but for loss of production during negotiation of long term work load and wages agreement which was concluded with workmen during January 2011.

DIRECTORS RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

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

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

(d) The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Your Directors affirm their commitments to the Corporate Governance standards prescribed by the Securities and Exchange Board of India (SEBI).

A Report on Corporate Governance with Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is attached.

FIXED DEPOSITS

The Company had no unclaimed deposits outstanding as at the close of the financial year.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Companys Articles of Association, Shri N.K. Bafna and Shri Prem Malik, Directors, retire from Office by rotation and are eligible for re-appointment.

AUDITORS

M/s. M S Jagannathan & Visvanathan, Chartered Accountants, Coimbatore, Auditors of the Company will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

PERSONNEL & INDUSTRIAL RELATIONS

Industrial Relations were cordial and satisfactory. There were no employees whose particulars are to be given in terms of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 dated 31st March, 2011.

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

The information required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in Annexure, attached hereto and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to Central Bank of India , State Bank of India, State Bank of Travancore, Bank of India, Axis Bank Limited and Export-Import Bank of India and the concerned Departments of the State and Central Government, valuable Customers, Employees and Shareholders for their assistance, support and co-operation to the Company.

For and on behalf of the Board

B.K PATODIA Chairman

Place : Kochi, Date : 10th May, 2011

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Mar 31, 2010

The Directors present the FIFTH Annual Report together with the Audited Statements of Account for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in lacs)

Year ended Year ended 31.3.2010 31.3.2009

INCOME

Net sales / Income from operations 12305 9819

Other operating income (Insurance Claim) 192 -

Other income 9 4

Variation in Stock (987) 283

Total 11519 10106

EXPENDITURE

a) Cost of materials 6411 5452

b) Staff Cost 1483 1381

c) Power Cost 1131 1092

d) Other expenditure 1379 2098

Total 10404 10023

OPERATING PROFIT 1115 83

Interest 758 743

Proft before depreciation and taxation 357 (660)

Depreciation 678 686

PROFIT BEFORE TAX (321) (1346)

Provision for current tax - -

Provision for deferred tax (103) (327)

Provision for Fringe beneft tax - 15

PROFIT AFTER TAX (218) (1034)

Balance brought forward from previous - 387

year

Transfer from General Reserve 218 647

Proft /loss available for appropriations - -

DIVIDEND

As explained in detail under Performance Review, your company has incurred loss for the year under review, and hence the Board is unable to recommend a Dividend.

PERFORMANCE REVIEW

The adverse effect of the global fnancial crisis, which impacted most of the advanced economies of the world, spilled over in the year under review. As such, the operational performance

of your company continued to be affected during the frst half of the year. However, from the third quarter there was a revival in demand for textile products, leading to slow but defnite improvement in capacity utilization and fnancial performance of your company, in the second half of the year. As a result, the turnover has substantially increased to Rs.123.05 crores as compared to Rs.98.19 crores of the previous year. Consequently, there has been a total turnaround from a meager operating proft of Rs.0.83 crores to Rs.11.15 crores in the year under review. However, due to the adverse working of the company during frst half of the year as mentioned earlier, the year under review still ended with substantially lower loss at Rs.3.21 crores as against Rs.13.46 crores in the earlier year.

In the current fnancial year 2010-11, besides recovery in global economic environment, domestic demand for textile products has been very strong giving the much needed positive thrust to the textile industry.

From 1st April 2010, Kerala State Electricity Board has put certain restrictions on power consumption and also levied fuel surcharge, which has led to increase in power cost. Besides, the government has done away with certain incentives available to Textile Industry i.e. 7.67% DEPB, 4% Duty Draw Back and 2% interest subvention. Inspite of above, due to improved market conditions and higher sales realization, your company is hopeful of showing better performance in the year 2010-11 as well.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, your Directors confrm that:- (a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(b) they have, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the fnancial year and of the proft of the Company for that period;

(c) they have taken proper and suffcient care, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

(d) they have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Directors affrm their commitments to the Corporate Governance standards prescribed by the Securities and Exchange Board of India (SEBI). A Report on Corporate Governance with Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is attached.

FIXED DEPOSITS

The Company had no unclaimed deposits outstanding as at the close of the fnancial year.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Companys Articles of Association, Shri R Rajagopalan and Shri C.D Thakker , Directors, retire from Offce by rotation and are eligible for re-appointment.

AUDITORS

M/s. M S Jagannathan & Visvanathan, Chartered Accountants, Coimbatore, Auditors of the Company will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

PERSONNEL & INDUSTRIAL RELATIONS

Industrial Relations were cordial and satisfactory. A statement showing the particulars of Employees referred to in sub section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given in Annexure I, forming Part of this Report.

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

The information required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in Annexure II, attached hereto and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to Central Bank of India , State Bank of India, State Bank of Travancore, Bank of India , Axis Bank Limited, Export-Import Bank of India and IDBI Bank Limited and the concerned Departments of the State and Central Government, valuable Customers, Employees and Shareholders for their assistance, support and co-operation to the Company.

For and on behalf of the Board

B K PATODIA

Chairman

Place : Kochi,

Date : 13th May, 2010