Directors Report of H P Cotton Textiles Mills Ltd.

Mar 31, 2024

Your Directors are pleased to present the Forty-Third (43^rd) Annual Report together with the Company’s audited financial statements and the auditors’ report thereon for the Financial Year (hereinafter referred to as ‘FY’) ended March 31, 2024.

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards (hereinafter referred to as ‘Ind AS’) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘SEBI Listing Regulations’) and the provisions of the Companies Act, 2013 (hereinafter referred to as ‘the Act’).

The summarized financial highlights are depicted below:

('' in lacs)

Particulars	STANDALONE		CONSOLIDATED
	Financial Year 2023-24	Financial Year 2022-23	Financial Year 2023-24	Financial Year 2022-23
Revenue from operations (net)	9355.71	8397.81	9355.71	8397.81
Add: Other Income	179.58	207.76	179.58	207.76
Total Income	9535.29	8605.57	9535.29	8605.57
Profit/(Loss) before Finance Cost, Depreciation & Amortisation, Exceptional items & Tax Expense	598.15	(946.35)	596.70	(948.35)
Less: Finance Cost	666.77	534.82	666.77	534.82
Less: Depreciation and Amortisation Expense	349.72	396.60	349.72	396.60
Profit before exceptional items & tax Expense	(418.34)	(187777)	(419.80)	(1879.77)
Less: Exceptional items	-	-	-	-
Profit/(Loss) before Tax Expense	(418.34)	(187777)	(419.80)	(1879.77)
Less: Taxation Expense	(510.43)	(72.55)	(510.43)	(72.55)
Profit/(Loss) for the year	92.09	(1805.22)	90.63	(1807.22)
Other Comprehensive Income/(Loss)	(14.47)	(2.71)	(14.47)	(2.71)
Total Comprehensive Income/(Loss) for the year	77.62	(1807.93)	76.16	(1809.93)
Earnings per Share (?)
- Basic	2.35	(46.66)	2.31	(46.71)
- Diluted	2.35	(46.66)	2.31	(46.71)

FINANCIAL HIGHLIGHTS Consolidated Financial Results

• Total income stood at '' 9,535.29 lacs in FY 2023-24 vs '' 8,605.57 lacs in FY 2022-23.

• EBIDTA increased by 163% to '' 596.70 lacs in FY 202324 vs '' (948.35) lacs in FY 2022-23.

• PAT attributable to owners increased by 105% to '' 90.63 lacs in FY 2023-24 vs '' (1,807.22) lacs in FY 2022-23.

Standalone Financial Results

• Total income stood at '' 9,535.29 lacs in FY 2023-24 vs '' 8,605.57 lacs in FY 2022-23.

• EBIDTA increased by 163% to '' 598.15 lacs in FY 202324 vs '' (946.35) lacs in FY 2022-23.

• PAT increased by 105% to '' 92.09 lacs in FY 2023-24 vs '' (1,805.22) lacs in FY 2022-23.

BUSINESS REVIEW

H.P. Cotton Textile Mills Limited: The Company operates in only one segment i.e. manufacturing of Threads. The Company deals in production of two types of thread i.e. Sewing Threads and Hosiery Yarn. The key aspects of your Company’s performance during the FY 2023-24 are as follows:

• Production of Sewing Threads has increased by 9.53% than the previous year to 9,57,419 kg as compared to the production of the previous year of 8,74,095 kg.

• Gross Turnover has increased by 14.84% than the previous year to '' 8,874.41 lacs as compared to the previous year’ turnover of '' 7,727.60 lacs.

• The Net Block of Fixed Assets as at March 31, 2024 was '' 3,347.33 lacs as compared to '' 3,591.91 lacs in the previous year.

• The current assets as at March 31, 2024 were '' 4,448.91 lacs as against '' 4,940.64 lacs in the previous year.

HP MMF Textiles Limited: It is a wholly-owned subsidiary company of H.P Cotton Textile Mills Limited. The Company is yet to commence its operations.

RESERVES

The Board has not proposed to transfer any amount to the General Reserves.

DIVIDEND

The Board has not recommended any dividend for the current FY in view of losses for the FY ended on March 31, 2024.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 125(2) of the Act, during the year under review, the Company has transferred '' 164,431, lying in the unpaid dividend account of the Company pertaining to FY 2015-16, to the Investor Education and Protection Fund.

SHARE CAPITAL

The Authorised Share Capital of the Company as on March 31, 2024, remains unchanged at ''4,25,00,000 divided into 42,50,000 Equity Shares of ''10 each.

The Issued, Subscribed and Paid-up Equity Share Capital of the Company, remains unchanged at ''3,92,20,000 consisting of 39,22,000 Equity Shares of ''10/- each.

Preferential Issue of Warrants: All the funds raised through preferential allotment during FY 2022-23 have been utilized by the Company on April 19, 2023 for the purposes/objects

as stated in the Offer document and Explanatory Statement to the Notice of the said EGM.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, in terms of Regulation 34 of the SEBI Listing Regulations is presented in a separate Section, forming integral part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

During the FY 2023-24, Mr. Siddharth Agrawal has been re-appointed as a Director (Non-Executive & Independent) w.e.f. August 10, 2023 for term of five (5) years by the Board of Directors by passing a resolution through circulation on July 01,2023. In terms of Section 149 and 152 of the Act, read with the Companies (Appointment and Qualification of Directors) Rules, 2014, the Board had, on the recommendation of the Nomination and Remuneration Committee, proposed to the Shareholders for the re-appointment of Mr. Siddharth Agrawal as a Director (Non-Executive & Independent) of the Company, not liable to retire by rotation which the Shareholders of the Company have approved by way of postal ballot on August 05, 2023. In the opinion of the Board Mr. Siddharth Agrawal possess the requisite expertise and experience (including proficiency) and is a person of high integrity and repute. He fulfills the conditions specified in the Act as well as the Rules made thereunder and is independent of the management.

In terms of Section 152 of the Act, read with the Companies (Appointment and Qualification of Directors) Rules, 2014, the Board had at its meeting held on August 12, 2023, on the recommendation of the Nomination and Remuneration Committee, proposed to the Shareholders for the reappointment of Mr. Raghavkumar Agarwal as a Whole-Time Director designated as Executive Director, CEO & CFO of the Company w.e.f. May 30, 2024 for term of five (5) years, liable to retire by rotation in the 42^nd Annual General Meeting.

Thereafter, at the 42^nd AGM of the Company held on September 28, 2023, Mr. Raghavkumar Agarwal (DIN: 02836610) was re-appointed for a term of five (5) years from May 30, 2024 till May 29, 2029.

The Board of Directors in its meeting held on August 07, 2024, appointed Mr. Vikram Jhunjhunwala as an Additional Director (Non-Executive & Independent) w.e.f. August 07, 2024 for term of five (5) years. In terms of Section 149 and 152 of the Act, read with the Companies (Appointment and Qualification of Directors) Rules, 2014, the Board had, on the recommendation of the Nomination and Remuneration Committee, proposed to the Shareholders for the appointment of Mr. Vikram Jhunjhunwala as a Director (Non-Executive &

Independent) of the Company, not liable to retire by rotation in the ensuing Annual General Meeting. In the opinion of the Board Mr. Vikram Jhunjhunwala possess the requisite expertise and experience (including proficiency) and is a person of high integrity and repute. He fulfills the conditions specified in the Act as well as the Rules made thereunder and in SEBI Listing Regulations, and is independent of the management.

Re-Appointment of Managing Director

The tenure of Mr. Kailash Kumar Agarwal (DIN: 00063470), Managing Director of the Company will expire on August 05, 2025. The Board of Directors in its meeting held on August 07, 2024, re-appointed him as a Managing Director of the Company for further period of five (5) years, not liable to retire by rotation, in accordance with Nomination and Remuneration Policy and Article of Association of the Company and based on the recommendations of Nomination & Remuneration Committee and Audit committee, with effect from August 06, 2025, subject to approval of the members. Therefore, the Board recommended his appointment for the consideration of the members of the Company in the ensuing Annual General Meeting.

Retire by Rotation

In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mr. Raghavkumar Agarwal (DIN: 02836610), Whole-Time Director of the Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

The disclosures required pursuant to Regulation 36(3) of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (''SS-2'') are given in the Notice of this AGM, forming part of the Annual Report.

Key Managerial Personnel (KMP)

In compliance with provisions of Section 203 of the Act, following are the KMPs of the Company as on March 31,2024:

S. No.	Name	Designation
1.	Kailash Kumar	Chairman and Managing Director
	Agarwal
2.	RaghavKumar	Whole-Time Director, Chief Executive
	Agarwal	Officer & Chief Financial Officer
3.	Shubham Jain	Company Secretary

Declaration by Independent directors under section 149(7)

In terms of Section 149 of the Act and SEBI Listing Regulations, Mr. Parshotam Dass Agarwal, Mr. Vikram Sumatilal Sheth,

Mr. Siddharth Agrawal and Mr. Vikram Jhunjhunwala are the Independent Directors of the Company as on the date of this report. All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act alongwith Rules framed thereunder and SEBI Listing Regulations and have complied with the Code of Conduct and Ethics of the Company as applicable to the Board of Directors and Senior Management.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

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, Manesar (‘IICA’). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (Two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

Mr. Vikram Sumatilal Sheth, Independent Director of the Company has confirmed and declared that he has passed the online proficiency self-assessment test as conducted by IICA.

Mr. Parshotam Dass Agarwal and Mr. Siddharth Agrawal, Independent Directors of the Company meet the criteria specified for exemption and hence they are not required to undergo the online proficiency self-assessment test as conducted by IICA.

Mr. Vikram Jhunjhunwala, Independent Director of the Company has confirmed and declared that he will pass the online proficiency self-assessment test as conducted by IICA within the stipulated time.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (including proficiency) and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and SEBI Listing Regulations and are independent of the management.

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act.

MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD

The Board met five (5) times during the year under review. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations. The Committees of the Board usually meet on the day of the Board meeting, or whenever the need arises for transacting business. Details of composition of the Board and its Committees as well as details of Board and Committee meetings held during the year under review and Directors attending the same are given in the Corporate Governance Report forming integral part of the Annual Report.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

The Nomination and Remuneration Committee (‘NRC’) engages with the Board to evaluate the appropriate characteristics, skills and experience for the Board as a whole as well as for its individual members with the objective of having a Board with diverse backgrounds and experience in business, finance and governance. The NRC, basis such evaluation, determines the role and capabilities required for appointment of Director. Thereafter, the NRC recommends to the Board the selection of new Directors.

Based on the recommendations of the NRC, the Board has formulated the Nomination & Remuneration Policy (‘NRC Policy’) on Director’s appointment and remuneration which includes the criteria for determining qualifications, positive attributes, independence of a director and process of appointment and removal as well as components of remuneration of Director(s), Key Managerial Personnel (‘KMP’) and Senior Management of the Company and other matters as provided under Section 178(3) of the Act.

The salient features of the Policy are:

• It acts as a guideline for matters relating to appointment and re-appointment of directors;

• It contains guidelines for determining qualifications, positive attributes and independence for appointment of a director(s) of the Company;

• It lays down the parameters based on which payment of remuneration (including sitting fees and remuneration) should be made to Independent Directors and NonExecutive Directors.

• It lays down the parameters based on which remuneration (including fixed salary, benefits and perquisites, bonus/ performance linked incentive, commission, retirement benefits) should be given to Whole-time Directors, KMPs and rest of the employees.

During the year under review, there were no substantive changes in the Policy. The same is available on the Company’s website at https://hpthreads.com/pdf/Nomination%20 and%20Remuneration%20Policy.pdf.

PERFORMANCE EVALUATION AND ITS CRITERIA

In terms of the provisions of the Section 178(2) of the Act and SEBI Listing Regulations, the Board has adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual directors, including the Chairman of the Board. A structured questionnaire was prepared and circulated to the Directors for each of the evaluation.

Performance of the Board was evaluated by each Director on the parameters such as Structure and Composition of Board, Meetings of the Board, Functions of the Board, Board & Management etc.

Board Committees were evaluated on the parameters such as Mandate and Composition of Committee, Effectiveness of the Committee, Structure of the Committee and meetings, Independence of the Committee from the Board, Contribution to decisions of the Board etc.

Performance of the Chairman was evaluated by all other Directors (except the Director himself) on the parameters such as Knowledge and Competency, Fulfilment of

Functions, Ability to function as a team, Initiative, Availability and attendance, Commitment, Contribution, Integrity, Impartiality, Commitment, Ability to keep shareholders’ interests in mind etc.

Directors were also evaluated individually by all other Directors (except the Director himself) on the parameters such as Knowledge and Competency, Fulfilment of

Functions, Ability to function as a team, Initiative, Availability and attendance, Commitment, Contribution, Integrity etc.

Meeting of Independent Directors without the attendance of Non-Independent Directors, and members of the management of the Company was held on March 18, 2024. The Independent Directors, inter-alia, evaluated performance of Non-Independent Directors, the Chairman of the Company and the Board as a whole for FY 2023-24. They also assessed the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Outcome of the evaluation was submitted to the Chairman of the Company. The Directors discussed and expressed their satisfaction with the entire evaluation process.

CORPORATE SOCIAL RESPONSIBILITY

The objective of the Company’s Corporate Social Responsibility (‘CSR’) initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders. The Company’s CSR policy provides guidelines to conduct CSR activities of the Company. The salient features of the Policy forms part of the Annual Report on CSR activities is annexed herewith as Annexure - I forming integral part of this report.

During the year under review, there were no changes in the CSR Policy and the same is available on the Company’s website at https://hpthreads.com/pdf/Corporate%20Social%20 Responsibility%20Policy.pdf.

INTERNAL FINANCIAL CONTROLS

A well-established, independent, multi-disciplinary Internal Audit team operates in line with governance best practices. It reviews and reports to management and the Audit Committee about compliance with internal controls and the efficiency and effectiveness of operations as well as the key process risks.

The Company has in place adequate internal financial controls with reference to Financial Statements and such controls were operating effectively as at March 31, 2024. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations. During the year, such controls were tested and no reportable weaknesses in the design or operations were observed.

WEBLINK OF ANNUAL RETURN

Pursuant to Sub-section 3(a) of section 134 and Sub-section (3) of section 92 of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 a copy of the Annual Return in Form MGT-7 is available on the website at https://hpthreads.com/shareholder-meetings.php.

PARTICULARS OF REMUNERATIONTO EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure - II forming integral part of this report.

Statement containing particulars of top 10 employees and particulars of employees as required under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders, excluding the aforesaid Annexure. The said Statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary. The Managing Director and the Executive Director, listed in the said Annexure, are related to each other. However, none of the employee drawing remuneration in excess of the limits set out in the Rule 5(2)(i), Rule 5(2)(ii) and Rule 5(2)(iii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year under review.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of investments made under the provisions of Section 186 of the Act have been disclosed in Note No. 4 to the Financial Statements forming integral part of the Annual Report. Further, no loans or guarantees were extended in the financial year 2023-24 under the provisions of Section 186 of the Act.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in compliance with all the applicable provisions of the Act and SEBI Listing Regulations in respect of such transactions. Requisite approval of the Audit Committee and the Board (wherever required) was obtained by the Company for all Related Party Transactions. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable and of a repetitive nature. Further, your Company has not entered into any arrangement / transaction with related parties which could be considered material in accordance with the SEBI Listing Regulations and the provisions of the Act. All contracts executed by our Company during the financial year with related parties were on arm’s length basis and in the ordinary course of business. The Policy on Related Party Transactions as approved by the Board of Directors is available on the Company’s website at https://hpthreads.com/pdf/ Policy%20on%20materiality%20of%20and%20dealing%20 with%20Related%20Party%20Transactions.pdf.

There are no transactions under sub-section (1) of section 188 of the Act that are required to be reported in Form AOC-2, hence the said form does not form part of this report. However, names of Related Parties and details of transactions with them have been included in Notes to the financial statements provided in the Company’s financial statements under Indian Accounting Standards 18.

AUDITORS AND AUDITOR’S REPORT Statutory Auditor

M/s D. Kothary & Co., Chartered Accountants (FRN: 105335W) were appointed as the Statutory Auditors of the Company to hold office for a term of 5 years from the conclusion of the 42^nd Annual General Meeting (AGM) held on 28^th September, 2023 until the conclusion of the 47^th AGM of the Company.

As required under the provisions of Section 139(1) and 141 of the Act, read with the Companies (Accounts and Auditors) Rules, 2014, the Company has received a written consent and certificate from M/s D. Kothary & Co., Chartered Accountants (FRN: 105335W) to the effect that they are eligible to be appointed as Statutory Auditor of the Company.

The Auditor’s Report read together with Annexure referred to in the Auditors’ Report do not contain any qualification, reservation, adverse remark or disclaimers.

Cost Auditors

In terms of Section 148 of the Act, the Company is required to maintain cost records of the Company. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.

However, in accordance with the provisions with the Rule 4(3) of the Companies (Cost Records and Audit) Rules, 2014 as amended thereto, the requirement for Cost Audit under the Rules shall not apply to a Company whose revenue from export, in foreign exchange, exceeds 75% of its total revenue or which is operating from a SEZ or which is engaged in generation of electricity for captive consumption through Captive Generating Plant.

Your company’s turnover is below ''100 crore during the year under review and more than 75% of the Company’s turnover is earned from exports in foreign exchange by the Company. Therefore, the Company is exempted from the said requirement of cost audit.

Therefore, the Company has not appointed any Cost Auditor for auditing the cost records of the Company.

Secretarial Auditor

M/s Tarun Jain & Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company by the Board of Directors of the Company in its meeting held on August 12, 2023 for the FY 2023-24.

The Secretarial Audit Report for the financial year ended March 31,2024 received from M/s Tarun Jain & Associates, Company Secretaries, Secretarial Auditors of the Company is annexed herewith as Annexure - III forming integral part of this report.

The said report is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimers.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY

There is no Material Unlisted Indian Subsidiary of the Company as on March 31, 2024 and as such the requirement under Regulation 24A of the SEBI Listing Regulations regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable to the Company for the FY 2023-24.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company has only one wholly owned subsidiary Company with a name "HP MMF TEXTILES LIMITED” and it has not commenced its operations yet. Further, there are no Associates and Joint Ventures during the financial year 2023-24.

The Company has, in accordance with Section 129(3) of the Act prepared Consolidated Financial Statements of the Company and its subsidiary which form part of the Annual Report. Further, the report on the performance and financial position of the subsidiary company of your Company is presented in Form AOC-1 is annexed herewith as Annexure - IV forming integral part of this report.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION THE COMPANY

Except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments which can affect the financial position of the Company between the end of the financial year and the date of report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 is provided as follows and forms part of this report.

A) Conservation of Energy:

i. Steps taken or impact on conservation of energy:

• Implemented regular maintenance schedules for machinery and equipment to ensure optimal performance and efficiency.

• Upgraded old equipment and appliances to energy-efficient models.

• Reducing the idle operation of equipment such as air conditioners, lights, and fans etc.

• Streamline production processes to minimize energy waste and optimize resource utilization.

• Educating and training to employees regarding practices that conserve energy.

ii. Steps taken by the Company for utilizing alternate sources of energy:

• Biomass consumption at our manufacturing facility

• Utilization of Biomass as fuel in boiler

iii. Capital investment on energy conservation equipment: The Company has not incurred major capital investment on energy conservation equipment’s but focused on optimum utilization of available resources.

B) Technology Absorption:

i. Efforts made towards technology absorption:

The Company has in place a state-of-the-art equipment’s for identifying the quality of raw materials and control check equipment’s for each process of manufacturing of threads and yarns leading to higher quality of finished products with efficiency.

ii. Benefits derived from technology absorption:

Technology absorption brings several benefits like enhancement of productivity, cost reduction, innovation and product development.

iii. Information regarding imported technology (Imported during last three years reckoned from the beginning of the financial year):

S.no	Details of Technology Imported	Financial Year of Import	Whether Technology been fully absorbed	If not fully absorbed, areas where absorption has not taken place and the reasons thereof
1	Hank Dyeing Machine	2020-21	Yes	-
2	Set of Sewing Thread Winders	2020-21	Yes	-
3	Balling with Labelling Machine	2020-21	Yes	-
4	Reeling Machine	2020-21	Yes	-
5	Fully Automatic Assembly Winder Machine	2020-21	Yes	-
6	Hank Winding Machine	2020-21	Yes	-
7	R/F Dryer	2021-22	Yes	-
8	Automatic Yarn Mercerizing Machine	2021-22	Yes	-
9	Hank Winding Machine	2021-22	Yes	-
10	Semiautomatic Ball Winding Machines	2021-22	Yes	-
11	Fully Automatic Electronic Assembly Winder	2021-22	Yes	-
12	Balling with Labelling Machine	2022-23	Yes	-

iv. Expenditure incurred on Research and Development: None

C) Foreign Exchange Earning and Out-Go:

Particulars	2023-24	2022-23
Foreign Exchange earned (FOB value of exports)	7,663.92	6,688.84
Foreign Exchange used (CIF value of imports and expenditure in foreign currency)	91.57	117

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors hereby confirm:

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

b) that they have selected such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

RISK MANAGEMENT

Risk mitigation continues to be a key area of concern for the Company, which has regularly invested in insuring itself against unforeseen risks. The Company’s stocks and insurable assets like building, plant & machinery, computer equipment, office equipment, furniture & fixtures, lease hold improvements and upcoming projects have been adequately insured against major risks.

The Board of Directors of the Company has also formulated Risk Management Policy in accordance with the Act. The aim of risk management policy is to maximize opportunities in all activities and to minimize adversity. The policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company.

VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and a whistle blower policy in accordance with the provisions of the Act and the SEBI Listing Regulations, with a view to provide its directors and employees an avenue to report genuine concerns of unethical behavior, actual or suspected fraud or violation of the codes of conduct and to provide adequate safeguard for protection from any victimization.

Accordingly, the Company has established a Compliance Task Force to evaluate and investigate the actual or suspected fraud or violation of the of applicable laws and regulations and the Code of Conduct and Ethics. The Compliance Task Force operates under the supervision of the Audit Committee.

Employees are required to report actual or suspected violations of applicable laws and regulations and the Code of Conduct and Ethics. Such genuine concerns disclosed as per Policy are called "Protected Disclosures” and can be raised by a Whistle-blower through an e-mail or a letter to the Chairman of Compliance Task Force or to the Chairman of the Audit Committee.

The Whistle Blower Policy may be accessed on the Company’s website at https://hpthreads.com/pdf/ Whistle%20Blower%20Policy.pdf.

This Policy inter-alia provides a direct access to the Chairman of the Audit Committee and affirms that no Director/employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

PREVENTION OF SEXUAL HARASSMENT

The Company has adopted a policy on sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act”). All the employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, there was no complaints filed or registered pursuant to this Act.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the POSH Act to redress complaints received regarding sexual harassment. The Internal Complaints Committee was reconstituted by the Board of Directors of the Company during the year under review.

CORPORATE GOVERNANCE

A separate report on Corporate Governance pursuant to Regulation 34(3) of the SEBI Listing Regulations, read with Part C of Schedule V thereof, along with a certificate from M/s M Siroya and Company, Practicing Company Secretaries regarding compliance of the conditions of Corporate Governance forms an integral part of the Annual Report.

CEO and CFO Certification

The Chairman and Managing Director (CMD) and the Chief Financial Officer (CFO) of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the SEBI Listing Regulations, copy of which forms part of the Corporate Governance Report.

Declaration on Code of Conduct and Ethics

All the Boards Members and the Senior Management have confirmed compliance with the Code for the Financial Year ended March 31, 2024. The declaration to this effect signed by Chief Executive Officer (CEO), forms part of the Corporate Governance Report.

OTHER STATUTORY DISCLOSURES

During the year under review:

1. No significant and material orders were passed by the Regulators/ Courts/ Tribunals which impact the going concern status and Company’s operations in future.

2. No equity shares were issued with differential rights as to dividend, voting or otherwise.

3. No sweat equity shares were issued.

4. The Company has not issued any shares pursuant to the Employee Stock Options Scheme.

5. The Company has not issued any Bonus Shares.

6. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

7. No deposits have been accepted by the Company from the public. The Company had no outstanding, unpaid or unclaimed public deposits at the beginning and end of FY 2023-24.

8. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries as on March 31, 2024.

9. No Change in nature of Business of Company.

10. No fraud has been reported by the Statutory Auditors and Secretarial Auditors to the Audit Committee or the Board.

11. No Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

12. No instance of onetime settlement with any Bank or Financial Institution.

13. There was no revision of financial statements and Board’s Report of the Company.

The Company has complied with the applicable Secretarial

Standards on Meetings of the Board of Directors (SS-1)

and on General Meetings (SS-2) issued by the Institute of

Company Secretaries of India.

CAUTIONARY STATEMENT

Certain statements in the Directors’ Report describing the Company’s objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company’s operations include labour and material availability, and prices, cyclical demand and pricing in the Company’s principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

ACKNOWLEDGEMENTS

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

We thank the Government of India, the State Governments and other regulatory authorities and government agencies for their support and look forward to their continued support in the future.

For and on behalf of the Board

Kailash Kumar Agarwal

Chairman and Managing Director DIN:00063470

New Delhi August 07, 2024

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Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting to you, the Thirty Fourth Annual Report on the activities of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

The financial results of the Company for the year under review are compared below with the previous year's results for your consideration.

(Rs. In Lacs)

Particulars Year ended Year ended 31.03.15 31.03.14

Sales and other Income 9212 9798

Profit before financial charges and depreciation 636 908

Financial charges (189) (203)

Profit before depreciation 447 705

Depreciation (126) (133)

Profit before tax 321 572

Prior year adjustment - 4

Profit before Tax 321 576

Less: Provision for Tax

- Current Tax (140) (204)

- Deferred Tax 16 26 Profit after Tax 197 398

Basic and Diluted Earnings Per Share (Rs.) 5.17 10.44

Dividend Recommended Rs. /Share 1 1

Dividend Recommended (%) 10 10

OPERATIONAL PERFORMANCE:

The total sale of the company for the year was Rs. 9180 lacs as compared to the Rs. 9757 lacs in the preceding financial year. The exports of the Company increased from Rs. 6603 lacs to Rs. 6915 lacs, showing an increase of 4.73% over the preceding financial year. During the year under review, Company has earned profit before financial charges and depreciation of Rs. 636 lacs as against Rs. 908 lacs in the preceding financial year and profit after tax of Rs.197 lacs as against Rs. 398 lacs in the preceding financial year.

Due to tough market condition and excessive competition, company's turnover in terms of value has decreased at a marginal 6% during the year under review. Similarly the profit after tax has reduced due to unprecedented high level of raw material prices throughout the year.

APPROPRIATIONS:

Reserves

Out of the profits of the Company, a sum of Rs. 50 lacs has been transferred to the General Reserves during the year and total reserves and surplus of the Company are Rs. 1343 lacs (Including Share Premium) as on 31st March, 2015.

Dividend

Your Directors are pleased to recommend for your consideration and approval dividend @ 10% for the financial year 2014-15 i.e. Rs. 1/- per equity share of Rs.10/- each. The dividend if approved at ensuing Annual General Meeting will absorb Rs. 44.58 lacs including corporate dividend tax amounting to Rs. 6.48 lacs. The dividend in respect of equity shares; if declared at the meeting, will be paid to those members whose name will appear on the Company's Register of Members on 16th September, 2015; in respect of the shares held in dematerialized form, the dividend will be paid to members whose names are furnished by National Security Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

MEETINGS OF THE BOARD:

Seven meetings of the Board of Directors were held during the year. The details of the Board meeting and attendance of directors are provided in the report on Corporate Governance, which forms part of this Annual Report.

COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee comprises Non- executive Independent Directors namely Shri Parshotam Das Agarwal (Chairman), Shri Bibhuti Charan Talukdar, Shri Anil Agarwalla, Shri Mohan Lal Jain as other members. Further details are provided in the Report on Corporate Governance, which forms a part of this Annual Report.

QUALITY MANAGEMENT SYSTEM

The company continues to lay emphasis on excellence in quality and services and is committed to total customer satisfaction. The high quality of the company products is reflected in the company ability to export its product in quality conscious world markets. The company continues to be on a mission to provide customer with products that can match with international standards and will surpass their expectations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provision of section 186 of Companies Act, 2013.

The company has not made any investment during the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS, IF ANY

There are no significant material orders passed by the regulators/ courts which would impact the going concern status of your company and its future operations.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate Internal Control systems in all areas of operations commensurate with the size of the operation. Your Company has an adequate and effective internal control system to ensure that assets and interests of the Company are safeguarded and reliability of accounting data and accuracy are ensured with proper checks and balances. The scope and authority of internal audit function is defined in the internal audit manual.

The Internal Control system is improved and modified continuously to meet the changes in business Conditions, statutory and accounting requirements. The Audit Committee of the Board of Directors, Statutory Auditors and the business heads are periodically apprised of the internal audit findings and the corrective actions taken. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal controls systems and suggests improvements for strengthening them.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiative under "Corporate Social Responsibility" (CSR), the company has contributed funds for the schemes of eradicating hunger and poverty, promotion of education and medical aid. The contribution in this regard has been made to the entity which is undertaking these schemes.

The Annual Report on CSR activities is annexed herewith as 'Annexure -A' to Board's report.

HUMAN RESOURCES AND SAFETY OF WORKERS

Human capital is the most valuable resource of the organization, Development of human capital has always been thrust area of the Company. The success of any business lies under the qualified, trained & motivated Human Resources; industrial relations are geared at developing and aligning the operatives to the overall goal of the organization. Your Company firmly believes that a dedicated workforce constitute the primary source of sustainable competitive advantage.

Accordingly, human resources development continues to receive focused attention. Company takes adequate steps for maintaining safety and healthy environment for the workers. During the year under review, Industrial relations continued to be cordial and satisfactory. Company has enjoyed cordial relationship with workers and employees at all levels.

PARTICULAR OF EMPLOYEES

No employee was in receipt of remuneration equal to or exceeding Rs. 60 lacs per annum, if employed for the full year or exceeding Rs.5 lacs per month if employed for part of the year.

Therefore, statement showing particulars of the employees as required under Section 197 (12) of the Companies Act 2013 read with the Rule 5(2) and 5(3) of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014 as amended, is not applicable.

The information required pursuant to section 197 read with Rule 5 (1) of 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 Reports 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 upto the date of ensuing Annual general meeting. If any member is interested in inspecting the same, such members may write to the company secretary in advance.

ENVIRONMENT AND POLLUTION CONTROL

The Company is conscious of the importance of environmentally clean and safe operations. The company's policy is the conduct of all operations in a manner to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

SUBSIDIARY COMPANIES

The company does not have any subsidiary.

CHANGES IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors:

Shri Kailash Kumar Agarwal (DIN- 00063470) is liable to retire by rotation and being eligible, has offered himself for re- appointment. The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered with the Stock Exchanges and Pursuant to the provisions of section 149 of the New Companies Act 2013, appointed Shri Bibhuti Charan Talukdar, Shri Parshotam Das Agarwal, Shri Anil Agarwalla and Shri Mohan Lal Jain, as Independent Directors, in the last A.G.M. held in September 2014, to hold office for 5 (five) consecutive years i.e. From 26th September, 2014 to 25th September, 2019. Therefore, these are not liable for retirement by rotation.

Pursuant to the provision of section 149 and section 161 of Companies Act, 2013 company had appointed Smt. Nanita Agarwal as additional director on 31.03.2015 who submitted her resignation on 29/05/2015 which was accepted by the board.

Company has appointed Smt. Ritu Bansal (DIN-03619069) as additional director on 29/05/2015 who holds office upto the date of ensuing Annual General Meeting and being eligible offers herself for the appointment as an independent director.

The Board considers that the appointment of Smt. Ritu Bansal as a member of the board would be beneficial for the company. It is proposed to appoint Smt. Ritu Bansal as an independent director under section 149 of the act and clause 49 of the listing agreement, not liable to retire by rotation, for a period of five consecutive years from the date of this Annual General Meeting to September 23, 2020.

The company has also received declaration from Smt. Ritu Bansal that she meets the criteria of independence as prescribed under section 149(6) and clause 49 of the listing agreement.

Key Managerial Personnel:

Pursuant to section 203 of the Companies Act, 2013, Shri Raj Kumar Agarwal (Chairman), Shri Ashok Kumar Agarwal (Dy Managing Director), Shri Kailash Kumar Agarwal (Dy Managing Director), Shri. Ankur Goyal (Chief Financial Officer), Shri Vishesh Chugh (Chief Financial Officer), Ms. Priyanka Singal (Company Secretary) and Shri Manish Singla (Company Secretary) were designated as Key Managerial Personnel of the company.

Shri Ankur Goyal (Chief Financial Officer) submitted his resignation on 19.11.2014 which was accepted by the board with immediate effect.

Ms. Priyanka Singal (Company Secretary) has resigned with effect from 30.11.2014.

Shri Vishesh Kumar Chugh (Chief Financial Officer) submitted his resignation on 27.05.2015, which was considered by the Board in their meeting held on 29.05.2015 and decided to relieve with effect from 26.06.2015.

Shri Manish Singla (Company Secretary) submitted his resignation on 28.05.2015, which was considered by the Board in their meeting held on 29.05.2015 and decided to relieve with effect from 27.06.2015.

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS

The Board has formulated a questionnaire for performance Evaluation of Independent Directors. The questionnaire has among others basically captured the following points:

- Key attributes of the Independent Director

- Level and quality of participation in the Board and Committee Meetings

- Inputs provided by the Independent Director based on his knowledge, skills and experience

- Independence in Judgment

- Knowledge of Company's Business.

The Board of Directors had in their meeting held on February 12, 2015 evaluated the performance of Sh. Parshotam Das Agarwal, Sh. B.C. Talukdar, Sh. Anil Agarwalla and Sh. Mohan Lal Jain Independent Directors of the Company and has determined to continue with the term of appointment of the Independent Directors.

Sh. Parshotam Das Agarwal, Sh. B.C. Talukdar , Sh. Anil Agarwalla and Sh. Mohan Lal Jain Independent Directors, have furnished a declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act,2013.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

The Independent Directors held a Meeting on January 25, 2015 without the attendance of Non-Independent Directors and Members of Management. All the Independent Directors except Anil Agarwalla were present at such meeting and at the Meeting they have:

i. Reviewed the performance of non-independent directors and the Board as a whole;

ii. Assessed 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 Present Independent Directors holds a unanimous opinion that the Non-Independent Directors including the Deputy Managing Director bring to the Board constructive knowledge in their respective field. All the Directors effectively participate and interact in the Meeting. The information flow between the Company's Management and the Board is satisfactory.

TRAINING OF INDEPENDENT DIRECTORS

The company shall provide suitable training to independent directors to familiarize them with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct".

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

The Code also lays down that Board members and Senior Managers of the company shall ensure compliance with SEBI (Prohibition of Insider Trading) Regulations, 1992 as also other regulation as may be applicable to them from time to time.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

COMMITTEES OF THE BOARD

The details of the Committees of the Board constituted under the Companies Act, 2013 and Listing Agreements are given in the Corporate Governance Report forming part of this Report.

AUDITORS AND AUDIT REPORT

Pursuant to the provision of section 139 of company act, 2013 M/s A.K. Associates, Chartered Accountants, Independent Auditors of the Company were appointed in the last A.G.M. held in September 2014 to hold office for 3 (three) consecutive years i.e. for a term upto the conclusion of the 36th Annual General Meeting. During the year under review, the auditor need not to be routed as they have not completed the tenure of 3 (three) years. Your director request that the appointment of M/s A.K. Associates, the company's Auditors needs to be ratified at their Annual General Meeting and being eligible offer themselves for re- appointment. The company has received a certificate from the auditor to the effect that their re- appointment if made, would be in accordance with the provisions of section 141 of Companies Act, 2013.

The observations of the auditors in their audit report are self explanatory.

SECRETARIAL AUDIT

Pursuant to the provisions of section 204 of Companies Act, 2013 and the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed Anju Jain, a Company Secretary in practice to undertake the secretarial audit of the company.

SECRETARIAL AUDIT REPORT

As required U/s 204(1) of Companies Act 2013 the company has obtained a secretarial audit report. The Secretarial Audit report for the Financial Year ended March 31st, 2015, is annexed herewith marked as "Annexure B to Board's Report", which is self explanatory and needs no comments. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

COST AUDITORS

Ministry of Corporate Affairs has issued a notification dated 31.12.2014 to make amendment in the Companies (Cost records and audit) Rules, 2014 that -

"Textile Company shall get its Cost record audited in accordance with these rules if the overall annual turnover of the company from all its products and services during the immediately preceding financial year is Rs. 100 Crore or more and the aggregate turnover of the individual product or products or service or services for which cost record required to be maintained under Rule 3 is Rs. 35 Crore or more".

As the company's annual turnover from all its products in the preceding financial year is less than Rs. 100 Crore so company is not required to get its cost record audited.

EXTRACT OF ANNUAL RETURN

The extract of the annual return in Form MGT-9 is annexed herewith as "Annexure C to Board's Report"

BUSINESS RISK MANAGEMENT

Pursuant to Section 134 (3) (n) of Companies Act 2013 and Clause 49 of listing agreement, the company has constituted a Business Risk Management committee. The Details of committee and its terms of reference are set out in the corporate governance report forming part of boards report.

At present the company has not identified any element of risk which may threaten the existence of company.

PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTY

Particulars of contract or arrangements made with related parties referred to in section 188(1) of the Companies Act,2013, in the prescribed form AOC -2 , is appended as "Annexure- D to Board's Report".

CORPORATE GOVERNANCE

Company has complied with the requirements of Corporate Governance through constitution and Reconstitution of various committees and has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as provided in the Listing Agreement with the Stock Exchanges are duly complied with. A separate report on Corporate Governance along with the Auditors certificate on compliance with the Corporate Governance as stipulated in Clause 49 forms part of this Annual Report.

INVESTOR SERVICES

The Company has appointed M/s Alankit Assignments Limited, New Delhi as Registrar and Share Transfer Agent (RTA). No complaint/ query from any of the shareholder is pending to be resolved by the Company or the RTA.

LISTING OF SHARES

Company's shares are listed on Delhi Stock Exchange & Bombay Stock Exchange.

FIXED DEPOSITS

The Company has not accepted / renewed any deposits from the public / members during the year under review.

CASH FLOW

In conformity with the provisions of Clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31.03.2015 is annexed hereto.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitment affecting financial position of the company which have occurred between the end of the financial year of the company i.e. 31st March, 2015 and the date of the Director's Report.

PUBLICATION OF FINANCIAL RESULTS

In conformity with the provisions of Clause 41 of the Listing Agreement the Company has published unaudited financial results for the quarter ended 30th June 2014; 30th Sept. 2014; 31st December 2014 and audited financial result for the quarter/ year ended on 31st March 2015. The summarized results are published in Business Standard (English), Delhi & Aaj Samaj (Hindi), Hisar.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGAE EARNINGS/ OUT GO

The information required under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is provided as follows and forms part of this report.

a) Conservation of Energy:

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

b) Technology Absorption:

Company's products are manufactured by using in-house Technology and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and Research & Development activities are directed to achieve the aforesaid goal.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the companies Act, 2013, the directors state that:

1. That in the preparation of annual accounts, applicable accounting standards had been followed along with proper explanations relating to material departures, if any;

2. That the Directors had selected appropriate accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

3. That the Directors had 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any,

4. That the Directors had prepared the annual accounts for the financial year ended 31st March, 2015 on a going concern basis.

5. That 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.

6. That 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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of unethical behavior, actual or suspected fraud or violation of the company's code of conduct.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

Protected disclosure can be made by a whistle blower through an e-mail or a letter in writing to the vigilance and ethics officer or to the chairman of the audit committee.

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 WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013. All the employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, there were no cases fled pursuant to this act.

ACKNOWLEDGEMENTS

The Directors place on record their thanks and appreciation to all workers, staff members, executives and business associates for their co-operation and contribution to the operations of the company. The Directors are thankful to the Bankers, 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, coperation and confidence in the Management of the Company.

For and on behalf of the

Board of Directors

Place: New Delhi Raj Kumar Agarwal

Dated: 13.08.2015 Chairman

(DIN: 02950710)

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting to you, the Thirty Third Annual Report on the activities of your Company along with the Audited Annual Accounts for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

The financial results of the Company for the year under review are compared below with the previous year''s results for your consideration.

(Rs. In Lacs)

Particulars Year ended Year ended 31.03.14 31.03.13

Sales and other lncome 9798 8664

Profit before financial charges and depreciation 908 898

Financial charges (203) (242)

Profit before depreciation 705 656

Depreciation (133) (131)

Profit before tax 572 525

Prior year adjustment 4 10

Profit before Tax 576 535

Less: Provision for Tax

* Current Tax (including 1 lac for earlier year) (204) (195)

* Deferred Tax 26 (1)

Profit after Tax 398 339

Basic and Diluted Earning Per Share (Rs.) 10.44 8.89

Dividend Recommended Rs. /Share 1 1

Dividend Recommended (%) 10 10

OPERATIONAL PERFORMANCE:

The total sale of the company for the year was 7 9757 lacs as compared to the 7 8625 lacs in the preceding financial year. The exports of the Company increased from 7 5965 lacs to 7 6603 lacs, showing an increase of 10.69% over the preceding financial year. During the year under review, Company has earned profit before financial charges and depreciation of 7 908 lacs as against 7 898 lacs in the preceding financial year and profit after tax of 7 398 lacs as against 7 339 lacs in the preceding financial year.

APPROPRIATIONS:

Reserves

Out of the profits of the Company, a sum of 7 50 lacs has been transferred to the General Reserves during the year and total reserves and surplus of the Company are 7 1382 lacs (Including Share Premium) as on 31 st March, 2014.

Dividend

Your Directors are pleased to recommend for your consideration and approval dividend @ 10% for the financial year 2013-14 i.e. 7 1/- per equity share of 7 10/- each. The dividend if approved at ensuing Annual General Meeting will absorb 7 44.58 lacs including corporate dividend tax amounting to 7 6.48 lacs. The dividend in respect of equity shares; if declared at the meeting, will be paid to those members whose name will appear on the Company''s Register of Members on 18th September, 2014; in respect of the shares held in dematerialized form, the dividend will be paid to members whose names are furnished by National Security Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

QUALITY MANAGEMENT SYSTEM

The company continues to lay emphasis on excellence in quality and services and is committed to total customer satisfaction. The high quality of the company products is reflected in the company ability to export its product in quality conscious world markets. The company continues to be on a mission to provide customer with products that can match with international standards and will surpass their expectations.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACIES

The Company has adequate Internal Control systems in all areas of operations commensurate with the size of the operation. Your Company has an adequate and effective internal control system to ensure that assets and interests of the Company are safeguarded and reliability of accounting data and accuracy are ensured with proper checks and balances.

The internal control system is improved and modified continuously to meet the changes in business conditions, statutory and accounting requirements. The Audit Committee of the Board of Directors, Statutory Auditors and the business heads are periodically appraised of the internal audit findings and the corrective actions taken. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal controls systems and suggests improvements for strengthening them.

HUMAN RESOURCES AND SAFETY OF WORKERS

Human capital is the most valuable resource of the organization, Development of human capital has always been thrust area of the Company. The success of any business lies under the qualified, trained & motivated Human Resources; industrial relations are geared at developing and aligning the operatives to the overall goal of the organization. Your Company firmly believes that a dedicated workforce constitute the primary source of sustainable competitive advantage. Accordingly, human resources development continues to receive focused attention. Company takes adequate steps for maintaining safety and healthy environment for the workers.

During the year, Industrial relations continued to be cordial and satisfactory. Your Directors wish to place on record their appreciation of the dedicated and commendable services rendered by the staff and workforce of the Company, without whose efforts, such an impressive performance may not have been possible.

STATEMENT OF EMPLOYEES REQUIRED U/S 217(2A) OF THE COMPANIES ACT

No employee was in receipt of remuneration equal to or exceeding Rs. 60 lacs per annum, if employed for the full year or exceeding Rs. 5 lacs per month if employed for part of the year. Therefore, statement showing particulars of the employees as required under Section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of employees) Rules, 1975 as amended, is not applicable.

ENVIRONMENT AND POLLUTION CONTROL

The Company is conscious of the importance of environmentally clean and safe operations. The company''s policy is the conduct of all operations in a manner to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

DIRECTORS

Shri Raj Kumar Agarwal is liable to retire by rotation and being eligible, has offered himself for reappointment. The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered with the Stock Exchanges, appointed Shri Bibhuti Charan Talukdar, Shri Parshotam Das Agarwal, Shri Anil Agarwalla and Shri Mohan Lai Jain, as Independent Directors at various times, in compliance with the requirements of the clause. Pursuant to the provisions of section 149 of the New Companies Act 2013, which came in to effect from April 1,2014, every listed public company is required to have at least one-third of the total number of directors as independent directors, who are not liable to retire by rotation. The Nominations & Remuneration Committee has recommended the appointment of these directors as Independent Directors from 26th September, 2014 upto 25th September, 2019. The information on the particulars of Directors seeking appointment and re- appointment as stipulated under Clause 49 of Listing Agreements with the Stock Exchanges, are provided in the notes to Notice forming part of the Annual Report.

AUDITORS AND AUDIT REPORT

M/s A.K. Associates, Chartered Accountants, Independent Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for re-appointment and have given a written certificate as per section 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules 2014. In accordance with the Companies Act 2013, it is proposed to re-appoint them from the conclusion of this Annual General Meeting till the conclusion of the 36th Annual General Meeting, subject to the approval of shareholders.

The observations of the auditors in their audit report are self explanatory.

COST AUDITORS

Pursuant to the Ministry of Corporate Affairs Notification dated 30.06.2014, textile industries has been exempted to maintain cost records and to appoint Cost Auditors. Accordingly Company has not appointed Cost Auditors for the Financial Years 2014-15.

CORPORATE SOCIAL RESPONSI Bl LITY COMMITTEE

The Companies Act, 2013 notified section 135 of the Act concerning Corporate Social Responsibility alongwith the Rules thereunder and revised Schedule VII to the Act on 27th February, 2014 and other amendments to Schedule VII to come into effect from 1st April, 2014. The Company being covered under the provisions of the said section, has taken necessary initial steps in this regard. A Committee of the directors, titled ''Corporate Social Responsibility Committee'', has been formed by the Board in its meeting held on 30th May, 2014, consisting of the following:

Name Designation

Shri Parshotam Das Agarwal Chairman

Shri Bibhuti Charan Talukdar Member

Shri Ashok Kumar Agarwal Member

Shri Kailash Kumar Agarwal Member

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

COMPANIES (COMPLIANCE CERTIFICATE)

Compliance Certificate pursuant to Section 383A of the Companies Act, 1956 is annexed hereto.

CORPORATE GOVERNANCE

Company has complied with the requirements of Corporate Governance through constitution and reconstitution of various committees and has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as provided in the Listing Agreement with the Stock Exchanges are duly complied with. A separate report on Corporate Governance along with the Auditors certificate on compliance with the Corporate Governance as stipulated in Clause 49 forms part of this Annual Report.

INVESTOR SERVICES

The Company has appointed M/s Alankit Assignments Limited, New Delhi as Registrar and Share Transfer Agent (RTA). No complaint/ query from any of the shareholder is pending to be resolved by the Company orthe RTA.

LISTING OF SHARES

Company''s shares are listed on Delhi Stock Exchange & Bombay Stock Exchange.

FIXED DEPOSITS

The Company has not accepted / renewed any deposits from the public / members during the year under review.

CASH FLOW

Inconformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31.03.2014 is annexed hereto.

PUBLICATION OF FINANCIAL RESULTS

In conformity with the provisions of clause 41 of the Listing Agreement the Company has published unaudited financial results for the quarter ended 30th June 2013; 30th Sept. 2013; 31st December 2013 and audited financial result for the quarter/ year ended on 31 st March 2014. The summarized results are published in Business Standard (English), Delhi &AajSamaj (Hindi), Hisar.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGAE EARNINGS/ OUT GO

The information required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is annexed hereto as annexure A and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement underSection 217(2AA) of the Companies Act, 1956 and on the basis of compliance certificates received from the concerned executives of the respective departments of the Company and subject to disclosures in the annual accounts, as also on the basis of the discussion held with the statutory Auditors of the Company from time to time, we state:

1. That in the preparation of annual accounts, applicable accounting standards have been followed and proper explanations have been provided relating to material departures, if any;

2. That the Directors have selected appropriate accounting policies and applied them consistently and made judgment 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 forthat period;

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

4. That the Directors have prepared the annual accounts for the financial year ended 31 stMarch, 2014 on a going concern basis.

5. That the Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. That 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.

APPRECIATION

The Directors place on record their thanks and appreciation to all workers, staff members, executives and business associates for their co-operation and contribution to the operations of the company. The Directors are thankful to the Bankers, 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, co-operation and confidence in the Management of the Company.

For and on behalf of the Board

Raj Kumar Agarwal Chairman (DIN:02950710)

Place: New Delhi Dated: 13th August, 2014

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting to you, the Thirty Second Annual Report on the activities of your Company along with the Audited Annual Accounts for the financial year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

The financial results of the Company for the year under review are compared below with the previous year''s results for your consideration.

(Rs. In Lacs)

Particulars Year ended Year ended 31.03.13 31.03.12

Sales and other Income 8664 7376

Profit before financial charges and depreciation 898 579

Financial charges (242) (284)

Profit before depreciation 656 295

Depreciation (131) (144)

Profit before tax 525 151

Prior year adjustment 10 (13)

Profit before Tax 535 138

Less: Provision for Tax

- CurrentTax (including 1 lac for earlier year) (195) -

- Deferred Tax (1) (48)

Profit after Tax 339 90

Basic and Diluted Earning PerShare (Rs.) 889 2.36

Dividend Recommended Rs./Share 1 -

Dividend Recommended (%) 10 -

OPERATIONAL PERFORMANCE

The total sale of the company for the year was Rs. 8625 lacs as compared to the Rs. 7354 lacs in the preceding financial year. The exports of the Company increased from Rs. 5248 lacs to Rs. 5965 lacs, showing an increase of 14% over the preceding financial year. Packed production for the year was 1986 MT as compared to 1484 MT in the preceding financial year. During the year under review, Company has earned profit before financial charges and depreciation of Rs. 898 lacs as against Rs. 579 lacs in the preceding financial year and profit after tax of Rs. 339 lacs as against Rs. 90 lacs in the preceding financial year.

APPROPRIATIONS

Reserves

Out of the profits of the Company, a sum of Rs. 50 lacs has been transferred to the General Reserves during the year and total reserves and surplus of the Company are Rs. 1029 lacs (Including Share Premium) as on 31st March, 2013.

Dividend

Your Directors are pleased to recommend for your consideration and approval dividend @ 10% for the financial year 2012-13 i.e. Rs. 1/- per equity share of Rs. 10/- each. The dividend if approved at ensuing Annual General Meeting will adsorb Rs. 44.58 lacs including corporate dividend tax amounting to Rs. 6.48 lacs.

The dividend in respect of equity shares; if declared at the meeting, will be paid to those members whose name will appear on the Company''s Register of Members on 30th August, 2013; in respect of the shares held in dematerialized form, the dividend will be paid to members whose names are furnished by National Security Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

QUALITY MANAGEMENT SYSTEM

The company continues to lay emphasis on excellence in quality and services and is committed to total customer satisfaction. The high quality of the company products is reflected in the company ability to export its product in quality conscious world markets. The company continues to be on a mission to provide customer with products that can match with international standards and will surpass their expectations. Further the Company has got certificate of ISO 9001: 2008 from The Certification Body of TU V SUD South Asia Private Limited.

INTERNAL CONTROLSYSTEM ANDTHEIR ADEQUACIES

The Company has adequate Internal Control systems in all areas of operations commensurate with the size of the operation. Your Company has an adequate and effective internal control system to ensure that assets and interests of the Company are safeguarded and reliability of accounting data and accuracy are ensured with proper checks and balances.

The infernal control system is improved and modified continuously to meet the changes in business conditions, statutory and accounting requirements. The Audit Committee of the Board of Directors, Statutory Auditors and the business heads are periodically appraised of the internal audit findings and the corrective actions taken. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal controls systems and suggests improvements for strengthening them.

HUMAN RESOURCES AND SAFETY OF WORKERS

Human capital is the most valuable resource of the organization, Development of human capital has always been thrust area of the Company. The success of any business lies under the qualified, trained & motivated Human Resources; industrial relations are geared at developing and aligning the operatives to the overall goal of the organization. Your Company firmly believes that a dedicated workforce constitute the primary source of sustainable competitive advantage. Accordingly, human resources development continues to receive focused attention. Company takes adequate steps for maintaining safety and healthy environment for the workers.

During the year, Industrial relations continued to be cordial and satisfactory. Your Directors wish to place on record their appreciation of the dedicated and commendable services rendered by the staff and workforce of the Company, without whose efforts, such an impressive performance may not have been possible.

STATEMENT OF EMPLOYEES REQUIRED U/S 217(2A) OF THE COMPANIES ACT

No employee was in receipt of remuneration equal to or exceeding Rs. 60 lacs per annum, if employed for the full year or exceeding Rs. 5 lacs per month if employed for part of the year. Therefore, statement showing particulars of the employees as required under Section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of employees) Rules, 1975 as amended, is not applicable.

ENVIRONMENT AND POLLUTION CONTROL

The Company is conscious of the importance of environmentally clean and safe operations. The company''s policy is the conduct of all operations in a manner to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

DIRECTORS

Shri Ashok Kumar Agarwal and Shri Mohan Lai Jain; Directors are liable to retire by rotation and being eligible, have offered themselves for reappointment. The information on the particulars of Directors seeking appointment and re- appointment as stipulated under Clause 49 of Listing Agreements with the Stock Exchanges, are provided in the notes to Notice.forming part of the Annual Report.

AUDITORS AND AUDIT REPORT

The retiring Statutory Auditors M/s A.K. Associates, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting .The Company has received a letter from them thattheirreappointment, if made, would be within the prescribed limits under section 224(1 B) of the Companies Act, 1956, and that they are not disqualified for such appointment/ reappointment within the meaning of section 226 of the said Act or any other Act rules or regulations applicable for such appointment/reappointment.

The observations of the auditors in their audit report are self explanatory.

COST AUDITORS

Pursuant to the directives from the Central Government and the provisions of Section 233B of the Companies Act, 1956, the Board of Director has appointed M/s HMVN & Associates., Cost Auditors with approval of Central Government to conduct the cost audit of the products manufactured by the company for the period under review.

The Cost Audit Report for the financial year 2012-13 shall be submitted to the Central Government within the stipulated period.

COMPANIES (COMPLIANCE CERTIFICATE)

Compliance Certificate pursuant to Section 383A of the Companies Act, 1956 is annexed hereto.

CORPORATE GOVERNANCE

Company has complied with the requirements of Corporate Governance through constitution and reconstitution of various committees and has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as provided in the Listing Agreement with the Stock Exchanges are duly complied with. A separate report on Corporate Governance along with the Auditors certificate on compliance with the Corporate Governance as stipulated in Clause 49 forms part of this Annual Report.

INVESTOR SERVICES

The Company has appointed M/s Alankit Assignments Limited, New Delhi as Registrar and Share Transfer Agent (RTA). No complaint/ query from any of the shareholder is pending to be resolved by the Company or the RTA.

ENVIRONMENT AND POLLUTION CONTROL

The Company is conscious of the importance of environmentally clean and safe operations. The company''s policy is the conduct of all operations in a manner to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

DIRECTORS

Shri Ashok Kumar Agarwal and Shri Mohan Lai Jain; Directors are liable to retire by rotation and being eligible, have offered themselves for reappointment. The information on the particulars of Directors seeking appointment and re- appointment as stipulated under Clause 49 of Listing Agreements with the Stock Exchanges, are provided in the notes to Notice.forming part of the Annual Report.

AUDITORS AND AUDIT REPORT

The retiring Statutory Auditors M/s A.K. Associates, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting .The Company has received a letter from them that their reappointment, if made, would be within the prescribed limits under section 224(1 B) of the Companies Act, 1956, and that they are not disqualified for such appointment/ reappointment within the meaning of section 226 of the said Act or any other Act rules or regulations applicable for such appointment/reappointment.

The observations of the auditors in their audit report are self explanatory.

COST AUDITORS

Pursuant to the directives from the Central Government and the provisions of Section 233B of the Companies Act, 1956, the Board of Director has appointed M/s HMVN & Associates., Cost Auditors with approval of Central Government to conduct the cost audit of the products manufactured by the company for the period under review.

The Cost Audit Report for the financial year 2012-13 shall be submitted to the Central Government within the stipulated period.

COMPANIES (COMPLIANCE CERTIFICATE)

Compliance Certificate pursuant to Section 383A of the Companies Act, 1956 is annexed hereto.

CORPORATE GOVERNANCE

Company has complied with the requirements of Corporate Governance through constitution and reconstitution of various committees and has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as provided in the Listing Agreement with the Stock Exchanges are duly complied with. A separate report on Corporate Governance along with the Auditors certificate on compliance with the Corporate Governance as stipulated in Clause 49 forms part of this Annual Report.

INVESTOR SERVICES

The Company has appointed M/s Alankit Assignments Limited, New Delhi as Registrar and Share Transfer Agent (RTA). No complaint/ query from any of the shareholder is pending to be resolved by the Company or the RTA.

LISTINGOFSHARES

Company''s shares are listed on Delhi Stock Exchange & Bombay Stock Exchange.

FIXED DEPOSITS

The Company has not accepted / renewed any deposits from the public / members during the year under review.

CASH FLOW

Inconformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31.03.2013 is annexed hereto.

PUBLICATION OF FINANCIAL RESULTS

In conformity with the provisions of clause 41 of the Listing Agreement the Company has published unaudited financial results for the quarter ended 30th June 2012; 30th Sept. 2012; 31st December 2012 and audited financial result for the quarter/ year ended on 315l March 2013. The summarized results are published in Business Standard (English), Delhi & Dainik Bhaskar/Aaj Samaj (Hindi), Hisar.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGAE EARNINGS/OUT GO

The information required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is annexed hereto as annexure A and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement underSection 217(2AA) of the Companies Act, 1956 and on the basis of compliance certificates received from the concerned executives of the respective departments of the Company and subject to disclosures in the annual accounts, as also on the basis of the discussion held with the statutory Auditors of the Company from time to time, we state:

1. That in the preparation of annual accounts, applicable accounting standards have been followed and proper explanations have been provided relating to material departures, if any;

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

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

4. That the Directors have prepared the annual accounts for the financial year ended 31st March, 2013 on a going concern basis.

APPRECIATION

The Directors place on record their thanks and appreciation to all workers, staff members, executives and business associates for their co-operation and contribution to the operations of the company. The Directors are thankful to the Bankers, 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, co-operation and confidence in the Management of the Company.

For and on behalf of the Board

Ashok Kumar Agarwal Kailash Kumar Agarwal

Place: New Delhi Deputy Managing Director Deputy Managing Director

Dated: 22nd July, 2013

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Mar 31, 2012

To The member's of H.P. Cotton Textile Mills Ltd.,

The Directors have pleasure in presenting the Thirty First Annual Report together with the Audited Annual Accounts of the Company for the year ended 31st March 2012. . '

FINANCIAL HIGHLIGHTS

The financial results of the Company for the year under review'are compared below with the previous year's results for your consideration. - .

(Rupees In Lacs)

Particulars Year ended Year ended 31.03.12 31.03.11*

- Sales and other Income 7376 7395

Profit Pefore financial charges and depreciation 579 413

Financial charges (284) (231)

Profit Pefore depreciation, 295 182

Depreciation (144) (146)

Profit before tax 151 36

Prior year adjustment (13) 9

Profit before Tax 138 45

Less: Provision for Tax

- Current Tax ' (8)

- Deferred Tax (48) (10)

Profit after Tax 90 27

Surplus as per last year 30 3

Surplus carried forward to next year 120 30

‘Previous year's figures have been reclassified/ regrouped wherever necessary to correspond with those of current year.

OPERATIONAL PERFORMANCE:

During the year under review, your Company has earned profit before financial charges and depreciation of Rs 579 lacs as against Rs 413 lacs in the previous year and profit after tax of Rs 90 lacs as against Rs 27 lacs in the previous year. The exports of the Company increased from Rs 4258 lacs to Rs 5248 lacs, showing an increase of 23% over the previous year.

QUALITY MANAGEMENT SYSTEM

The company continues to lay emphasis on excellence in quality and services and is committed to total customer satisfaction. The high quality of the company products is reflected in the company ability to export its product in quality conscious European markets. The company continues to be on a mission to provide customer with products that can match with international standards and will surpass their expectations.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACIES

The Company has adequate Internal Control systems in all areas of operations commensurate with the size of the operation. Your Company has an adequate and effective internal control system to ensure that assets and interests of the Company are safeguarded and reliability of accounting data and accuracy are ensured with proper checks and balances.

The internal control system is improved and modified continuously to meet the changes in business conditions, statutory and accounting requirements. The Audit Committee of the Board of Directors, Statutory Auditors and the business heads are periodically appraised of the internal audit findings and the corrective actions taken. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal controls systems and suggests improvements for strengthening them.

HUMAN RESOURCES AND SAFETY OF WORKERS

The Company's HR philosophy is to establish and build a high performing organization, where each individual is motivated to perform to the fullest capacity to contribute to developing and achieving individual excellence and departmental objectives and continuously improve performance to realize the full potential of our personnel.

During the year under review, the industrial relations continued to be cordial and satisfactory. DIVIDEND

To conserve the resources for working capital and capital expenditure the directors do not recommend any dividend for the financial year under review.

REMUNERATION OF EMPLOYEES

No employee was in receipt of remuneration equal to or exceeding Rs.60 lacs per annum, if employed for the full year or exceeding Rs. 5 lacs per month if employed for part of the year. Therefore, statement showing particulars of the employees as required under Section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of employees) Rules, 1975 as amended, is not applicable.

ENVIRONMENT AND POLLUTION CONTROL

The Company is conscious of the importance of environmentally clean and safe operations. The company's policy is the conduct of all operations in a manner to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

DIRECTORS

Shri Kailash Kumar Agarwal and Shri Bibhuti Charan Talukdar, directors are liable to retire by rotation and being eligible, offer themselves for re-appointment. The information on the particulars of Directors seeking appointment and re-appointment as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges, are provided in the notes to Notice forming part of the Annual Report.

AUDITORS AND AUDIT REPORT

The retiring Statutory Auditors M/s A.K. Associates, Chartered Accountants, hold office until the conclusion of the 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 224(1 B) of the Companies Act, 1956, and that they are not disqualified for such appointment/ re-appointment within the meaning of section 226 of the said Act or any other Act rules or regulations applicable for such appointment/ re-appointment.

The Auditor's Report on the accounts is self explanatory COST AUDITORS

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, the Company has appointed M/s HMVN & Associates, Cost Auditors with approval of Central Government to conduct the cost audit of the products manufactured by the company for the period under review.

COMPANIES (COMPLIANCE CERTIFICATE)

Compliance Certificate pursuant to Section 383A of the Companies Act, 1956 is annexed hereto. CORPORATE GOVERNANCE

Company has complied with the requirements of Corporate Governance through constitution and reconstitution of various committees and has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as provided in the Listing Agreement with the Stock Exchanges are duly complied with. A separate report on Corporate Governance along with the Auditors certificate on compliance with the Corporate Governance as stipulated in Clause 49 forms part of this Annual Report.

INVESTOR SERVICES

The Company has appointed M/s Alankit Assignments Limited, New Delhi as Registrar and Share Transfer Agent (RTA). No complaint/ query from any of the shareholder is pending to be resolved by the Company or the RTA.

LISTING OF SHARES

Company's shares are listed on Delhi Stock Exchange & Bombay Stock Exchange.

FIXED DEPOSITS

The Company has not accepted / renewed any deposits from the public / members during the year under review.

CASH FLOW

Inconformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31.03.2012 is annexed hereto.

PUBLICATION OF FINANCIAL RESULTS

In conformity with the provisions of clause 41 of the Listing Agreement the Company has published unaudited financial results for the quarter ended 30th June 2011; 30th Sept. 2011; 31 st December 2011 and audited financial result for the quarter/ year ended on 31st March 2012. The summarized results are published in Business Standard (English), Delhi & Dainik Bhaskar (Hindi), Hisar.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGAE EARNINGS/ OUT GO

The information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is annexed hereto as annexure A and forms part of this report. .

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 21 7(2AA) of the Companies Act, 1956 and on the basis of compliance certificates received from the concerned executives of the respective departments of the Company and subject to disclosures in the annual accounts, as also on the basis of the discussion held with the statutory Auditors of the Company from time to time, we state:

1. That in the preparation of annual accounts, applicable accounting standards have been followed and proper explanations have been provided relating to material departures, if any;

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

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

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

The Directors place on record their thanks and appreciation to all workers, staff members, executives and business associates for their co-operation and contribution to the operations of the company. The Directors are thankful to the Bankers, 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, co-operation and confidence in the Management of the Company.

For and on behalf of the Board

Ashok Kumar Agarwal Kailash Kumar Agarwal Deputy Managing Director Deputy Managing Director

Place : New Delhi

Dated : 14th August, 2012

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty Ninth Annual Report together with the Audited Statements of Accounts of the Company forthe year ended 31st March 2010.

FINANCIAL HIGHLIGHTS

The financial results of the Company for the year under review are compared below with the previous years results for your consideration.

(Amt. in Crores)

Particulars Year ended Year ended 31st March, 2010 31st March, 2009

Sales and other Income 59.53 51.18

Profit/(Loss) before financial charges and depreciation 3.90 3.01

Financial charges (2.23) (2.30)

Profit/(Loss) before depreciation 1.67 0.71

Depreciation (1.60) (1.60)

Profit before tax 0.07 (0.89)

Income tax provision 0.02 0.00

FBT Provision 0.00 0.05

Profit after Tax 0.05 (0.94)

Deferred Tax Assets (0.12) 0.25

Prior year adjustment 0.10 0.08

Transferred to Reserve 0.03 (0.61)



DIRECTORS

During the Year Company has to bear the irrecoverable loss of its promoter director Sh. Arjun Dass Agarwal. Sh. Mohan Lal Jain was appointed as additional director of the company and offer himself for appointment as a director. In accordance with Article 110 of the Articles of the Association of the Company Shri B.C. Talukdar and Shri Ashok Kumar Agarwal Directors are liable to retire by rotation and being eligible, offer themselves for reappointment.

The information on the particulars of Directors seeking re- appointment as stipulated under Clause 49 of Listing Agreements with the Stock Exchanges, are provided in the notes to Notice forming part of the Annual Report.

AUDITORS AND AUDIT REPORT

The retiring Statutory Auditors M/s A.K. Associates, Chartered Accountants, hold office until the conclusion of the ensuring Annual General Meeting .The Company has received a letter from them that their reappointment, if made, would be with in the prescribed limits under section 224(1 B) of the Companies Act, 1956, and that they are not disqualified for such appointment/ reappointment with in the meaning of section 226 of the said Act or any other Act rules or regulations applicable for such appointment/ reappointment. The report of the Statutory Auditors on the Balance Sheet & Profit & Loss for the year ended 31st March, 2010 is self explanatory and does not require any statement from the company.

In respect of auditors observation in point no. (xi) of Annexure to Auditors Report regarding certain delay in repayment of dues to IDBI, we wish to inform that company has requested IDBI for deferment of installment & interest falling due on 01.04.2009 & 01.07.2009 amounting to Rs. 3132708/-&Rs. 3167286/-respectively. However IDBI has accepted partly deferment of installment & interest and accordingly installment & interest has been repaid.

COST AUDITORS

In pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, the Company has appointed M/s Naresh Goel, Cost Auditors to conduct the audit of the products manufactured by the Company for the period under review.

CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance through constitution and reconstitution of various committees and has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as provided in the Listing Agreement with the Stock Exchanges are duly complied with. A separate report on Corporate Governance along with the Auditors certificate on compliance with the Corporate Governance as stipulated in Clause 49 forms part of this Annual Report.

INVESTOR SERVICES

The Company has appointed M/s Alankit Assignments Limited, New Delhi as Registrar and Share Transfer Agent (RTA). We have been informed that no complaint/query from any of the shareholder is pending to be resolved by the Company or the RTA.

LISTING OF SHARES

The companys share are listed on Delhi Stock Exchange and Bombay Stock Exchange. The company has its equity shares delisted from the Stock Exchange(s) of Ludhiana and Kolkatta. The Company is regularly following up for delisting with Jaipur Stock Exchange.

FIXED DEPOSITS

The Company has not accepted / renewed any deposits from the public / members during the year under review.

DIVIDEND

The Directors regret their inability to recommend dividend for the year under review due to inadequacy of profit.

CASH FLOW

Inconformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31.03.2010 is annexed hereto.

PUBLICATION OF FINANCIAL RESULTS

In conformity with the provisions of clause 41 of the Listing Agreement the Company has published unaudited financial results for the quarter ended 3oth June 2009; 30th Sept. 2009; 31st December 2009 and audited financial result for the quarter ended on 31st March 2010. The summarized result published Business Standard, Delhi & Dainik Bhaskar (Hindi) Hisar.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGAE EARNINGS/ OUT GO

The information required under Section 217(l)e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is annexed hereto as annexure A and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956 and on the basis of compliance certificates received from the concerned executives of the respective departments of the Company and subject to disclosures

in the annual accounts, as also on the basis of the discussion held with the statutory Auditors of the Company from time to time, we state:

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

2. that the Directors have selected appropriate 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;

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

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

APPRECIATION

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, 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, co-operation and confidence in the Management of the Company.

For and on behalf of the Board

Ashok Kumar Agarwal Kailash Kumar Agarwal

Deputy Managing Director Deputy Managing Director

Place: New Delhi

Date : 12th August, 2010