Directors Report of Hisar Spinning Mills Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 32^nd Annual Report together with the Audited Statement of Accounts of
the Company for the financial year ended March 31, 2024.

/Rs in I akhsl

Financial Highlights	Year ended 31.03.2024	Year ended 31.03.2023
Total income	4204.36	4680.02
Profit before Financial Cost, Depreciation and Tax	473.14	703.78
Finance cost	23.67	30.69
Profit before Depreciation and Tax	449.47	672.79
Depreciation	168.74	249.18
Profit before tax	280.73	423.61
Less: Tax Expenses
-Current tax	81.22	109.11
- Adjustment of tax relating to earlier periods	2.58	0
-Deferred tax	-4.98	-16.63
Profit for the year	201.91	331.13
Other Comprehensive Income
Items that will not be reclassified to profit or loss:
Remeasurements of the defined benefit plans	0.61	2.51
Income tax relating to items that will not be reclassified to profit or loss	-0.15	-0.63
Total Other Comprehensive Income/ (-) Expense	0.46	1.88
Total Comprehensive Income for the year	202.37	333.01
Earnings per equity share: (Nominal value of equity share - Rs. 10/-)
Basic (Rs.)	5.41	8.87
Diluted (Rs.)	5.41	8.87

OPERATIONAL & PERFORMANCE REVIEW

During the year under review, the gross receipts of your Company were Rs. 4204.36 Lakhs as against gross receipts of
Rs. 4680.02 Lakhs during the previous year and profit (after tax) was Rs. 201.91 Lakhs for the year as against net profit
(aftertax) of Rs. 331.13 Lakhs during previous year.

DEPOSITS

The Company has not accepted or renewed any deposit from the public during the year under review pursuant to the
provisions of Companies Act, 2013 and rules made there under.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profits for FY 2023-24 in the Retained Earnings.
DIVIDEND

With a view to conserve resources of the company, your Directors do not recommend any dividend for the year under

review.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the company.

STATEMENT ON SUBSIDIARIES/ ASSOCIATE AND JOINT VENTURE COMPANIES

Your company does not have any subsidiary / associate / joint ventures within the meaning of Companies Act, 2013
and Accounting Standards.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of Company, Mrs. Sapna
Kansal, (DIN: 06892410) Director, shall retire by rotation at the forthcoming Annual General Meeting and being eligible,
offers himself for re-appointment.

As on March 31,2024 following were the Key Managerial Personnel of Company:

• Mr. Anurag Gupta Managing Director

• Mrs. Sapna Kansal Executive Director

• Mr. Naveen Kansal Chief Executive Officer

• Mr. Sharad Goel Chief Financial Officer

• Mrs. Nikita Singla Company Secretary and Compliance Officer

Mr. Anurag Gupta was re-appointed as Managing Director for three years w.e.f. December 29, 2021 and his term shall
come to an end on December 28, 2024. Your directors have recommended his re-appointment for a further period of
three years w.e.f. December 29, 2024.

Mrs. Sapna Kansal has been re-appointed as whole time director, for three years w.e.f. December 14, 2022 and she
shall hold office, in that capacity, till December 13,2025.

STATUTORY AUDITORS

At the 30^th Annual General Meeting of Company held on September 30, 2022, M/s M/s Jain & Anil Sood, Chartered
Accountants, were appointed as Statutory Auditors of the Company, for a period of five years i.e. from the conclusion of
30^th Annual General Meeting of Company till the conclusion of 35^th Annual General Meeting of Company to be held in
the year 2027, in accordance with the provisions of section 139 of Companies Act, 2013 read with Companies (Audit &
Auditors) Rules, 2014.

AUDITOR''S REPORT

Observations, if any, made in the Auditor’s Report are self explanatory and do not call any explanation.

SECRETARIAL AUDIT

Mr. Sanjiv Kumar Goel, Practicing Company Secretary has been appointed by the Board to conduct Secretarial Audit
under provisions of section 204 of the Companies Act 2013. The Secretarial Audit report is annexed with the Director''s
Report as Annexure -1. There is no qualification in secretarial audit report.

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

Energy conservation continues to be an area of major emphasis in your Company. Efforts are made to optimize the
energy cost while carrying out manufacturing operations. As required by the provisions of section 134 of the Companies
Act, 2013, the relevant information regarding Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo is given in the Annexure- 2 forming part of this report.

STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified under the provisions of section 164 of the Companies Act 2013.

The Directors have made the requisite disclosures, as required under the Companies Act 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015 ("hereinafter referred to as Listing Regulations").

CORPORATE GOVERNANCE

The paid up capital of the company was less than Rs. 10 crores and net worth less than Rs. 25 crores as on March 31,
2024. The company is exempted from complying with the provisions of reporting corporate governance report in
accordance with regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that:

(a) in the preparation of annual accounts for the financial year ended March 31, 2024, the applicable accounting
standards have been followed and that there are no material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and
estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

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

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

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

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems are adequately and operating effectively.

FRAUDS REPORTED BY AUDITORS u/s 143(12)

Your company has complied with all the provisions of Section 143 of the Companies Act, 2013. Hence, there are no
frauds reported by the Auditors other than those which are reportable to the Central Government. Further, no fraud has
been reported to the Central Government.

EXTRACT OF ANNUAL RETURN

The requirement of attaching extract of the Annual Return in Form MGT-9 has been dispensed with by the Companies
(Amendment) Act, 2017 effective from July 31, 2018. As per requirements, annual return (Form MGT-7) for the year
2022-23 has been placed on the website of the company, at www.hisarspinninamills.com. Annual Return (Form MGT-7)
for the year 2023-24 shall also be placed on the company’s website in due course.

NUMBER OF BOARD MEETINGS

During the financial year 2023-24, five Board meetings were held. The meetings were held on May 30, 2023, August
14, 2023, September 06, 2023, November 07, 2023 and February 14, 2024. The other relevant details of Board
meetings and the attendance of the Directors etc. is given under Corporate Governance Report annexed with Director''s
Report.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have submitted the Declaration of Independence, as required pursuant to
section 149(7) of the Companies Act 2013 and under Listing Regulations, stating that they meet the criteria of
independence as provided in sub-section (6).

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS UNDER SECTION 186

No loans, guarantees or investments under Section 186 of the Companies Act, 2013 have been given by the Company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered Into during the financial year were In the ordinary course of business
and were at arm''s length basis. No Materially significant related party transactions have been entered by the Company
with Promoters, Directors or Key Managerial Personnel etc. that had potential conflict with the interest of the Company
at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior
omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and
repetitive nature. The detail of transactions entered into pursuant to the omnibus approval so granted is placed before
the Audit Committee and the Board of Directors on a quarterly basis. None of the Directors has any pecuniary
relationships or transactions vis-a-vis the company. The details of the same are given in Form AOC-2 and is annexed
herewith.

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 Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal Complaints Committee (ICC) has
been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. The said policy is uploaded on the Company’s website
www.hisarspinningmills.com.

The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24:

a) No. of Complaints received in the year: NIL

b) No. of complaints disposed off during the year: NIL

c) No. of cases pending for more than 90 days: NIL

d) No. of workshops or awareness program against sexual harassment carried out: 1

e) Nature of action taken by the employer: NA

MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by the Central Government under section 148(1) of the Companies Act,
2013, have been made and maintained.

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TILL DATE OF REPORT

There are no material changes and commitments, affecting the financial position of the Company, which have occurred
between the end of the financial year of the Company to which the financial statements relate and the date of the report
other than those disclosed in the financial statements.

RISK MANAGEMENT POLICY

Pursuant to section 134 (3) (n) of the Companies Act, 2013, the company regularly maintains a proper check in normal
course of its business regarding Risk Management.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to
achieve its strategic objectives. The Company''s risk management systems and programs comprises of various
processes, structures and guidelines which assist the Company to identify, assess, monitor and manage its risks,
including any material changes to its risk profile. To achieve this, the Company has clearly defined the responsibility
and authority of the Company’s Management to oversee and manage the Risk Management Programs.

However, in accordance with regulation 21 of SEBI (LODR) Regulations, 2015 (as amended), the provisions of this
regulation are not applicable to the company.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE
SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said
provisions are not applicable.

The current policy is to have an appropriate mix of executive and non-executive and independent directors to maintain
the independence of the Board, and separate its functions of governance and management. As of March 31,2024, the
Board had six members, two of whom are executive directors, one is a non executive director and three non executive
independent directors. One of the executive directors of the Board is a woman director.

The policy of the Company on directors’ appointment and remuneration, including the criteria for determining
qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of
Section 178 of the Companies Act, 2013, is available on the website of the company, at www.hisarspinningmills.com.

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration
Policy of the Company.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

Your Company maintains an adequate and effective Internal Control system commensurate with its size and
complexity. Internal control systems provide, among other things, a reasonable assurance that transactions are
executed with Management authorization and that they are recorded in all material respects to permit preparation of
financial statements in conformity with established accounting principles and that the assets of your Company are
adequately safeguarded against significant misuse or loss.

During the year under review, the Company continued to implement their suggestions and recommendations to
improve the internal financial control environment. Their scope of work inter-alia includes review of operational
efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. In addition
to statutory audit, the financial controls of the Company at various locations are reviewed by the Internal Auditors, who
report their findings to the Audit Committee of the Board. The Audit Committee actively reviews the adequacy and
effectiveness of internal control system and suggests further strengthening the same, wherever required.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there is no material order(s) passed by the regulators or courts or tribunal impacting the
going concern status and company’s operation in future.

DISCLOSURE REGARDING COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES 2014

The paid up listed equity share capital of the Company as at 31^st March 2024 was Rs. 3,73,50,000/- comprising of
37,35,000 equity shares of Rs. 10/- each. As required under Companies (Share Capital and Debenture) Rules 2014,
during the year under review, the Company has not issued equity shares with differential voting rights, sweat equity
shares, preference shares and employee stock options and also not made any provision for purchase of its own shares
by employees or by trustees.

DISCLOSURE REGARDING VOTING RIGHT NOT EXERCISED DIRECTLY BY THE EMPLOYEES

During the year under review, there is NIL disclosure as required under provisions of section 67(3) of Companies Act
2013.

AUDIT COMMITTEE

Audit Committee constituted by the Company functions in accordance with the terms of reference as set out under the
provisions of Clause 49 of Listing Agreement read with provisions of Section 177 of Companies Act, 2013 & rules
made thereunder and additional responsibilities assigned to it by Board of Directors of the Company. The Committee
reviews the internal audit reports and findings of internal auditors along with the comments of management. The
functions of the Audit Committee among others include approving and implementing the audit procedures, effective
supervision of financial reporting system, Whistle Blower Mechanism, internal control and procedures, recommending
appointment of Statutory Auditors, Cost Auditors to Board and also ensuring compliances with regulatory guidelines.
The Board has constituted the Audit Committee comprises of following:

S.NO.	NAME	DESIGNATION
1	Mr. Mithlesh Kumar Gupta, Non-executive and Independent Director	Chairman
2	Mr. Anuraq Gupta, Managing Director	Member
3	Mr. Sudesh Kumar Garg, Non-executive and Independent Director	Member

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism named “Whistle Blower Policy/Vigil Mechanism” to deal with instance of fraud and
mismanagement, if any. The Company has adopted revised Whistle Blower Policy w.e.f. 1^st April, 2019. The details of
the Policy are explained in the Corporate Governance Report and also available at company’s website
www.hisarspinningmills.com.

PERFORMANCE EVALUATION OF BOARD OF DIRECTORS

During the year under review, the Board adopted a formal mechanism for evaluating its performance and as well as
that of its committees, individual Directors, including the Chairman of the Board in compliance with the Companies Act

2013 and Listing Regulations. The exercise was carried out through a structured evaluation process covering various
aspects of the Boards functioning such as composition of the Board, its committee & members, their experience &
competencies, performance of specific duties & obligations, governance and also in accordance with Performance
Evaluation Policy of Company. Broadly the performance of Non-Independent/Executive/Whole Time Directors) was
evaluated on the basis of their own performance, expertise, intelligence, their qualitative & quantitative contribution
towards operational achievements, organizational performance etc. The performance of Non-Executive Independent
Directors were evaluated on the basis of their constructive participations in Board/Committee/General meetings, their
informed & balanced decision-making, ability to monitor financial controls & systems, & certain allied parameters. The
performance evaluation of various Board Committees constituted under Companies Act & Listing Agreement was made
on the basis of their respective terms of reference, discharge of functions, governance etc.

Disclosure of information’s as required under rule 5(1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules. 2014

The Provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,

2014 requiring particulars of the employees in receipt of remuneration in excess of Rs. 102 Lakhs per year to be
disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in
receipt of remuneration in excess of Rs. 102 Lakhs during the financial year 2023-24.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the Annual
Report excluding the aforesaid information is being sent to the members of the Company. The said information is
available for inspection at the Registered Office of the Company during working hours and any member interested in
obtaining such information may write to the Company Secretary and the same will be furnished free of cost.

The Nomination and Remuneration Committee of the Company has affirmed that the remuneration is as per the
remuneration policy of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report, as required by Listing Regulations, forms part of the Annual Report.

CODE OF CONDUCTS

The company has adopted the following code of Conducts/ policies w.e.f April 1, 2019:

1. Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons as per the SEBI (Prohibition of
Insider Trading (Amendment)) Regulations, 2018.

2. Code of Practices and Procedures for fair Disclosure of Unpublished Price Sensitive Information.

3. Policy and Procedure for Enquiry in case of leak/ suspected leak of Unpublished Price Sensitive Information.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to all of the Company''s employees for their enormous efforts as well as
their collective contribution to the Company’s performance. The Directors would also like to thank shareholders,
customers, dealers, suppliers, Financial Institutions, bankers, Government and all the other business associates for the
continuous support given by them to the Company and their confidence in its management.

By order of the Board of Directors

Sd/-

Place: Chandigarh (Mithlesh Kumar Gupta)

Dated: September 06, 2024 Chairman

DIN - 07692870

---

Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting the 21st Annual Report together with the Audited Statement of Accounts of your Company for the year ended 31st March, 2014

FINANCIAL RESULTS : (Rs. in Lacs) Current Year Previous Year (2013-2014) (2012-2013)

Sales & Other Income 2116.37 1756.52

Profit Before Interest & Depreciation 281.63 364.74

Less Interest & Financial Exp. 34.38 44.05

Less Depreciation, 110.65 137.09

Profit Before Exceptional & Extra Ordinary Items 136.60 183.60

Exceptional Items 0.00 5.18

Extra Ordinary Items 0.00 (47.02)

Profit Before Tax 136.60 141.76

Provision for Tax 16.87 28.36

Profit After Tax 119.73 113.40

PAST PERFORMANCE

The Turnover and other income of the Company has increased by around 20.49%, during the year, as compared to previous year but profit before tax shows a decline of 25.60% over previous year, because of shrink in margins due to slowdown in economy. However, the company hopes to perform better in the coming years.

PARTICULARS OF EMPLOYEES

During the year there was no employee in respect of whom information as per section 217 (2A) of the Companies Act, 1956 is required to be given in the director''s report.

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

As required by the companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earning and outgo are given in annexure forming part of this report.

FIXED DEPOSITS:

The company has not accepted any deposit within the meaning of section 58-A of the companies Act, 1956, and the Companies (Acceptance of Deposits) Rules. 1975.

LISTING OF SECURITIES:

The Securities of the Company is listed on Stock Exchange at Mumbai. The Listing Fees have been paid up to 31 03 2015

INSURANCE:

All the properties and insurable interests of the company including Building, Plant & Machinery and Stock wherever necessary and to the extent required have been properly insured.

AUDITORS REPORT

The points stated in the Auditors Report are self explanatory & needs no comments.

DIRECTORS

Mr. M L. Kansal resigned from the directorship of the company w.e.f 31/03/2014. Your directors welcomed the contribution made by him during his tenure. Mrs Sapna Kansal was appointed as director to fill the casual vacancy caused by the resignation of Mr. M L Kansal. Your directors welcomed her appointment as director on the Board of the company. In accordance with the requirement of the Companies Act, 1956 and the Articles of Association of the Company Sh. Vikas Gupta & Mrs Sapna Kansal retires by rotation and being eligible offer themselves for re-appointment.

CORPORATE GOVERNANCE

The Corporate Governance Report is annexed herewith along with Auditor''s Certificate.

AUDITORS

The term of present Auditors of the company M/s. Jain & Anil Sood, Chartered Accountants, Ludhiana expires at the conclusion of the ensuing Annual General Meeting and they are eligible for reappointment.

COST AUDITORS'' APPOINTMENT

As per the requirement of the Central Government, and in pursuance of Section 233B of the Companies Act,1956 your company carries out an audit of cost records, Subject to the approval of the Central Government, your Director have appointed M/s Satpaul Saini & Associates, to audit the cost accounts of the company for the financial year 2014

DIRECTORS RESPONSIBILITY STATEMENT

(i) That in the preparation of the annual accounts, the applicable accounting standards had been followed.

(ii) That the directors had selected such 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 year:

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

(iv) That the directors had prepared the annual accounts on a going concern basis.

Acknowledgement:

Yours Directors express their sincere appreciation for all around assistance, cooperation and guidance from the Lenders Punjab National Bank, Small Industries Development Bank of India (SIDBl) and State & Central Govt. Authorities.

Place : Chandigarh For and On Behalf of the Board Dated : 27.05.2014

(T.N. Goel) (Gopal Krishan Gupta) Director Managing Director

---

Mar 31, 2011

The Directors have great pleasure in presenting the 19th Annual Report together with the Audited Statement of Accounts of your Company for the year ended 31st March, 2011.

FINANCIAL RESULTS :

(Rs. in Lacs) Current Year Previous Year (2010-2011) (2009-2010)

Sales & Other Income 1311.84 1171.92

Profit Before Intt. & Depreciation 124.92 107.02

Less Interest & Financial Exp. 16.78 22.14

Less Depreciation 43.49 53.44

Profit Before Tax 64.65 31.44

Prov. For Income Tax/ FBT 12.19 4.87

Profit After Tax 52.46 26.57

PAST PERFORMANCE

The Turnover of the Company has increased by 12% as compared to previous year. The profit before tax has taken a quantum jump by 106% the previous year. This has been possible due to favorable market condition. The company expects even better results in the ensuing year.

MANAGEMENT DISCUSSION & ANALYSIS

The Spinning Yarn Industry is a lifeline in Textile Business of India. The majority of employment in India is absorbed by Textile Industry. Keeping in view of its importance the Govt. has constituted a separate Department under Textile Ministry. The Govt. has also constituted a Technology up gradation Fund (TUF) by which confessional Loan/subsidy is granted by Govt. through its various nodal agencies for up gradation in technology.

The Govt. of India has abolished the Quota Regime in Textile Sector which has generated further demand of the product in International as well as National Market, which will certainly improve the profitability of company.

The main Raw Material is cotton, which is based on Agricultural production of Cotton. The production is dependent on Monsoon. In Indian climatic condition the monsoon is always an unpredictable factor. Sometimes there is heavy rainfall & sometime the drought situation is created, which affects the production of Cotton to a great extent creating heavy fluctuation in raw material prices. However, the company could maintain the balance in such a situation & earned profit during the year.

PARTICULARS OF EMPLOYEES

During the year there was no employee in respect of whom information as per section 217 (2A) of the Companies Act, 1956 is required to be given in the director's report.

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

As required by the companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earning and outgo are given in annexure forming part of this report.

FIXED DEPOSIT :

The company has not accepted any deposit within the meaning of section 58-A of the companies Act, 1956, and the Companies (Acceptance of Deposits) Rules, 1975.

LISTING OF SECURITIES :

The Securities of the Company is listed on Stock Exchange at Mumbai. The Listing Fees have been paid up to 31.03.2011.

INSURANCE :

All the properties and insurable interests of the company including Building, Plant & Machinery and Stock wherever necessary and to the extent required have been properly insured.

AUDITORS REPORT

The points stated in the Auditors Report are self explanatory & needs no comments.

DIRECTORS

In accordance with the requirement of the Companies Act, 1956 and the Articles of Association of the Company Sh.Vikas Gupta & Sh.M.L.Kansal retires by rotation and being eligible offer themselves for re- appointment.

CORPORATE GOVERNANCE

The Corporate Governance Report is annexed herewith alongwith Auditor's Certificate.

AUDITORS

The term of present Auditors of the company M/s. Jain & Anil Sood, Chartered Accountants, Ludhiana expires at the conclusion of the ensuing Annual General Meeting and they are eligible for reappointment.

(i) That in the preparation of the annual accounts, the applicable accounting standards had been followed.

(ii) That the directors had selected such 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 year :

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

(iv) That the directors had prepared the annual accounts on a going concern basis.

Acknowledgement :

Yours Directors express their sincere appreciation for all around assistance, cooperation and guidance from the Banker Punjab National Bank and State & Central Govt. Authorities.

Place : Chandigarh For and On Behalf of the Board

Dated : 31.08.2011

(T.N. Goel) (Gopal Krishan Gupta)

Director Managing Director

---

Mar 31, 2010

The Directors have great pleasure in presenting the 18th Annual Report together with the Audited Statement of Accounts of your Company for the year ended 31st March, 2010.

FINANCIAL RESULTS :

(Rs. in Lacs) Current Year Previous Year (2009-2010) (2008-2009)

Sales & Other Income 1171.92 1181.79

Profit Before Intt. & Depreciation 107.02 85.40

Less Interest & Financial Exp. 22.14 19.07

Less Depreciation 53.44 44.62

Profit Before Tax 31.44 21.71

Prov. For Income Tax/ FBT 4.87 2.33

Profit After Tax 26.57 19.38

PAST PERFORMANCE

The Turnover is more or less same as compared to previous year. However, The Company has earned Profit Before Tax Rs.31.44 Lacs as against Rs.21.71 Lacs. The performance of the Company may be considered as satisfactory.

MANAGEMENT DISCUSSION & ANALYSIS

The Spinning Yarn Industry is a lifeline in Textile Business of India. The majority of employment in India is absorbed by Textile Industry. Keeping in view of its importance the Govt. has constituted a separate Department under Textile Ministry. The Govt. has also constituted a Technology upgradation Fund (TUF) by which concessional Loan/subsidy is granted by Govt. through its various nodal agencies for upgradation in technology.

The Govt. of India has abolished the Quota Regime in Textile Sector which has generated further demand of the product in International as well as National Market, which will certainly improve the profitability of company.

The main Raw Material is cotton, which is based on Agricultural production of Cotton. The production is dependent on Monsoon. In Indian climatic condition the monsoon is always an unpredictable factor. Sometimes there is heavy rainfall & sometime the drought situation is created, which affects the production of Cotton to a great extent creating heavy fluctuation in raw material prices. However, the company could maintain the balance in such a situation & earned profit during the year.

PARTICULARS OF EMPLOYEES

During the year there was no employee in respect of whom information as per section 217 (2A) of the Companies Act, 1956 is required to be given in the directors report.

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

As required by the companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earning and outgo are given in annexure forming part of this report.

FIXED DEPOSIT :

The company has not accepted any deposit within the meaning of section 58-A of the companies Act, 1956, and the Companies (Acceptance of Deposits) Rules, 1975.

LISTING OF SECURITIES :

The Securities of the Company is listed on Stock Exchange at Mumbai. The Listing Fees have been paid up to 31.03.2010.

INSURANCE :

All the properties and insurable interests of the company including Building, Plant & Machinery and Stock wherever necessary and to the extent required have been properly insured.

AUDITORS REPORT

The points stated in the Auditors Report are self explanatory & needs no comments.

DIRECTORS

In accordance with the requirement of the Companies Act, 1956 and the Articles of Association of the Company Sh.Gopal Krishan Gupta & Sh.Rajesh Gupta retires by rotation and being eligible offer themselves for re-appointment.

CORPORATE GOVERNANCE

The Corporate Governance Report is annexed herewith alongwith Auditors Certificate.

AUDITORS

The term of present Auditors of the company M/s. Jain & Anil Sood, Chartered Accountants, Ludhiana expires at the conclusion of the ensuing Annual General Meeting and they are eligible for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

(i) That in the preparation of the annual accounts, the applicable accounting standards had

been followed.

(ii) That the directors had selected such 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 year :

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

(iv) That the directors had prepared the annual accounts on a going concern basis.

Acknowledgement :

Yours Directors express their sincere appreciation for all around assistance, cooperation and guidance from the Banker Punjab National Bank and State & Central Govt. Authorities.

Place : Chandigarh For and On Behalf of the Board

Dated : 03.09.2010 (T.N. Goel) (Gopal Krishan Gupta) Director Managing Director