Directors Report of Jagjanani Textiles Ltd.

Mar 31, 2024

Your directors have pleasure in presenting 27^th (Twenty Seventh) Annual Report on the business and operations of the Company and the accounts for the Financial Year ("F.Y.") ended on 31^st March 2024.

FINANCIAL RESULTS:

(Rs. In Lacs)
PARTICULARS	Year Ended on 31st March, 2024	Year Ended on 31st March, 2023
Revenue from Operations	399.68	11.71
Other Income	0	0
Total Revenue	399.68	11.71
Total Expenses	15.91	12.56
Earnings before Interest, Tax, Depreciation & Amortization	383.77	(0.85)
Finance Cost	0.00	0.00
Depreciation	0.00	0.00
Profit Before Tax	383.77	(0.85)
Payment & Provision of Current Tax	0.00	0
Deferred Tax Expenses/(Income)	0.00	0
Profit After Tax	383.77	(0.85)

STATE OF COMPANY''S AFFAIRS:

F.Y.2024 was challenging year for Textile industry in last few years with volatile macroeconomics, subdued demand and drop in realization. Even in this situation the Company witnessed volume growth that led to revenue from operations at Rs. 399.68 Lakh as against Rs. 11.71 Lakh for the F. Y. ended 31.03.2023.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in business of the Company.

DIVIDEND:

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your directors have decided not to recommend any dividend for the period under review.

TRANSFER TO RESERVES:

During the period under review, there has been no transfer to of profits to the reserves.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024, is available on the Company''s website at https:/ /www.jagjanani.com/

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

Other than as stated elsewhere in this report, there were no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year to which this financial statement relates on the date of this Annual Report except to open offer made by company during the year under review.

OPEN OFFER:

During the period under review, Open Offer for acquisition up to 40,56,000 (Forty Lakhs Fifty-Six Thousand) Fully Paid-Up Equity Shares of Face Value of Rs. 10/- (Rupees Ten Only) Each ("Equity Share"), representing the 26% (Twenty Six Percent) of the Voting Capital ("Offer Shares") of Jagjanani Textiles Limited (the "Target Company"), was made by Mr. Manojbhai J. Patel ("Acquirer I") and Mr. Avanishkumar Manojkumar Patel ("Acquirer II") (hereinafter collectively referred to as the "Acquirers") along with the PAC Mr. Surendra Shah pursuant to and in compliance with the requirements of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto ("SEBI (SAST) Regulations, 2011). The Offer opened on 19^th July 2023 and ended on 01^st August 2023.

Accordingly new management of the Company inducted in the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There is no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

DEPOSITS:

During the financial year, your Company has not accepted any amount as Public Deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

FINANCE:

To meet the funds requirement of working / operational capital your Company utilize the internal accruals as funds.

CREDIT RATING:

The provisions related to Credit Rating is not applicable to the Company.

DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES

Your Company does not have any holding, subsidiary, associate or any joint venture. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

MERGERS AND ACQUISITIONS:

There were no mergers/acquisitions during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company on 31^st March 2024 is as under:

i) Directors to retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Avanishkumar Manojkumar Patel (DIN: 02724940) Managing Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The details as required under the provisions of the Companies Act and Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting.

ii) APPOINTMENT AND RESIGNATION OF DIRECTORS

During the period under review, Mrs. Sonu Gupta and Mrs. Ila Sunil Trivedi have been appointed as Non-Executive Independent Director of the Company w.e.f. 30^th August 2023 and Mr. Avanishkumar Manojkumar Patel as Managing Director of the Company w.e.f. 09^th November 2023.

During the period under review, Mr. S.G. Vyas, Managing Director of the company has retired as on 30.09.2023.

During the period under review, Mrs. Kavita Jain having (DIN: 01424171) and Mr. Rajesh C Shah having (DIN: 03125089) both Independent Directors has been resigned from post of directorship w.e.f. 30^th August 2023

iii) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013 read with Schedules & Rules issued thereunder as well as Regulation 16 of the Listing Regulations.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

During the period under review, the Separate Meeting of Independent Director of the company was held on 14^th February 2024.

iv) Key Managerial Personnel (KMP):

Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules framed there under, the following executives have been designated as Key Managerial Personnel (KMP) of the Company.

1. Mr. Avanishkumar Manojkumar Patel - Managing Director*

2. Ms. Shweta Amit Tolwani - Company Secretary**

*During the period under review, Mr. S.G. Vyas, Managing Director of the company has retired on 30.09.2023 and Mr. Avanishkumar Manojkumar Patel designated as Managing Director w.e.f. 09.11.2023.

**During the period under review, Mr. Nikhil Sharma resigned from the post of Company Secretary w.e.f. 15.02.2024 and Mrs. Shweta Amit Tolwani appointed as Company Secretary and Compliance officer w.e.f. 20.03.2024

MEETINGS OF THE BOARD:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company''s policies and strategies apart from the Board Matters. During the year, Seven Board meetings were convened and held on 29.05.2023, 11.08.2023, 30.08.2023, 04.09.2023, 09.11.2023, 14.02.2024, and 20.03.2024 respectively, in respect of which meetings proper notices were given and the proceedings were properly recorded and signed.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there under, including any enactment or re-enactment thereon, the Directors hereby confirm that:

a) In the preparation of the Annual Accounts for the year ended on 31^st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31^st March, 2024 and of the Profit of the Company for the period ended on 31^st March, 2024.

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

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

e) The Directors had laid down Internal Financial Controls (''IFC'') and that such Internal Financial Controls are adequate and were operating effectively.

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has conducted familiarization programme for Independent Directors during the year. The details of the same are given in the Corporate Governance Report and also posted on the website of the Company at https://jagjananitextile.com.

BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out the annual performance evaluation of its own performance and that of its statutory committee''s Viz., Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee and also of the individual Directors.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Directors on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The entire Board carried out the performance evaluation of the Independent Directors and also reviewed the performance of the Secretarial Department.

As required under the provisions of the Act and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 14.02.2024 to evaluate the performance of the Chairman, Non- Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board.

The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Non-Executive Directors are paid sitting fees for attending each meeting of the Board and/or Committee of the Board, approved by the Board of Directors within the overall ceilings prescribed under the Act and Rules framed thereunder.

All the Executive Directors (i.e., Chairman/Managing Director/Whole-time Director) are paid remuneration as mutually agreed between the Company and the Executive Directors within the overall limits prescribed under the Companies Act, 2013.

In determining the remuneration of the Senior Management Employees, the Nomination and Remuneration Committee ensures / considers the following:

> The remuneration is divided into two components viz. fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus;

> The remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the Company''s performance vis-a-vis the annual budget achievement, individual''s performance vis-a-vis Key Result Areas (KRAs) / Key performance Indicators (KPIs), industry benchmark and current compensation trends in the market.

COMMITTEES:

The Company has constituted the respective committees applicable to the Company during the period under review. The details of the same is mentioned in the Corporate Governance Report. Further the Company has constituted following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

AUDITORS AND AUDITORS'' REPORT:

Statutory Auditors:

The Notes to the Financial Statements referred in the Auditors'' Report are self-explanatory.

There are no qualifications or reservations, or adverse remarks made by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Act. The Auditors'' Report is attached with the Financial Statements in this Annual Report.

M/s. Rajeshkumar P. Shah & Co, Chartered Accountants (ICAI Firm Registration No. 129110W)), Chartered Accountants, have been appointed as Statutory Auditors of the Company for a period of 5 years at the 26^th Annual General Meeting was held on 27^th September, 2023 to hold the office from conclusion of that meeting until the conclusion of the 31^st Annual General Meeting of the Company to be held in the year 2028. As required under Regulation 33(d) of SEBI (LODR) Regulations, 2015 the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company had engaged the services of M/ s. Utkarsh Shah & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31^st March 2024. The Secretarial Audit Report in Form No. MR - 3 for the financial year ended 31^st March 2024 is annexed to this report as ''Annexure - A''.

The Secretarial Auditor has made an observation and Board of Directors of your Company has already Complied on the respective Observations.

Internal Auditor:

The Internal Auditor has carried out the internal audit for the reporting period.

Frauds Reported by Auditors

During the year under review, no instance of fraud in the Company was reported by the Auditors.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in its place adequate Internal Financial Controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness in the design or operation of Internal Finance Control System was observed.

For all amendments to Accounting Standards and the new standards notified, the Company carries out a detailed analysis and presents the impact on accounting policies, financial results including revised disclosures to the Audit Committee. The approach and changes in policies are also validated by the Statutory Auditors.

Further, the Audit Committee periodically reviewed the Internal Audit Reports submitted by the Internal Auditors. Internal Audit observations and corrective action taken by the Management were presented to the Audit Committee. The status of implementation of the recommendations were reviewed by the Audit Committee on a regular basis and concerns if any were reported to the Board.

As per the relevant provisions of the Companies Act, 2013, the Statutory Auditors have expressed their views on the adequacy of Internal Financial Control in their Audit Report.

RELATED PARTY TRANSACTIONS (RPT):

All transactions to be entered by the Company with related parties will be in the ordinary course of business and on an arm''s length basis. However, the Company has not entered into any related party transaction, as provided in Section 188 of the Companies Act, 2013, with the related party. Hence, Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct or Ethics Policy.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2023-24. The details regarding the same is enclosed as ''Annexure - B''.

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as ''Annexure - C''.

CORPORATE GOVERNANCE:

The Report on Corporate Governance for F.Y. 2023-2024, as per Regulation 34(3) read with Schedule V of the Listing Regulations along with the Certificate from Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company''s current working and future outlook as per Annexure - D.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report is not applicable to the Company.

INSURANCE:

The Company''s Plant, Property, Equipment and Stocks are adequately insured under the Industrial All Risk (IAR) Policy. The Company covers the properties on full sum insured basis on replacement value. The scope of coverage, insurance premiums, policy limits and deductibles are in line with the size of the Company and its nature of business.

ENVIRONMENT:

As a responsible corporate citizen and as company is involved in textile business and environment safety has been one of the key concerns of the Company. It is the constant endeavor of the Company to strive for compliant of stipulated pollution control norms.

INDUSTRIAL RELATIONS:

The relationship with the workmen and staff remained cordial and harmonious during the year and management received full cooperation from employees.

OTHER DISCLOSURES AND INFORMATION:

(A) Secretarial Standards:

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

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

(B) Annual Listing Fee:

The Company has paid listing fees to BSE Limited.

(C) No One Time Settlement:

There was no instance of one-time settlement with any Bank or Financial Institution. ACKNOWLEDGMENT:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Banks and other business partners for the excellent support received from them during the year. The Directors place on record unstinted commitment and continued contribution of the Employee to the Company.

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Mar 31, 2014

Dear Shareholders,

We have pleasure in presenting the 17th Annual Report of the Company and the audited statement of accounts for the year ended 31st March, 2014. A summary of the financial results is given below.

FINANCIAL RESULTS

(''000) (''000) Year ended Year ended on On 31/03/2014 31/03/2013

Gross sales including other income 1,76,947 1,70,598

Gross Profit (Loss) 63.871 53,791

Depreciation 18.744 37,619

Profit/Loss for the year 45,127 20,817

MANAGEMENT DISCUSSION AND ANALYSIS

Textile industry plays a pivotal role in India''s economy. It contributes 14% to India''s industrial production, 4% to the GDP and 17% to export earnings. It provides employment to 35 million people. Recognizing such a pivotal role the Government has been taking many a steps to minimize the effect of economic slowdown faced by the industry during the year under reference.

You are aware that in spite of acute financial crisis your Company has been able to sustain its operations to avoid damage to plant and machinery. The Company has settled the accounts of all the three banks, namely IDBI Bank, Bank of Baroda and UCO Bank. The dues of IDBI Bank and Bank of Baroda have been assigned to M/s. U V Asset Reconstruction Company Limited and the dues of UCO bank have been taken over by M/s. ASREC (India) Ltd. The borrowings from Asset Reconstruction Companies (ARCs) are at higher cost and at best can be used only as a temporary means of finance.

Market conditions for cotton textiles have not been conducive during 2013-14. On account of general economic slowdown and lower GDP, the markets have been sluggish. As we have been working with heavy constraints, our operations did not yield positive results. The settlement of UCO Bank account has resulted in write back of part loans and interest and is reflected in the accounts.

Your Company also attracts provisions of Section 23 (1) (a) (i) of The Sick Industrial Companies Act, 1985 due to erosion of Net worth.

MANAGEMENT PERCEPTION OF RISK AND CONCERN

1. Agriculture in India is still dependent on rains for irrigation As agriculture contributes substantially to our GDP, any downfall in agri production affects economy. Monsoon this year has not been up to the mark and large areas particularly in cotton growing regions have not received adequate rains. It will have its impact not only on quality of cotton but also on its prices during the current year. Consumption of manmade fibres is still low in our country as compared to global standards.

2. China has been a major buyer for Indian textiles - yarn and fabrics. This year China is reported to have decided to reduce import of textiles to encourage domestic production and this decision is showing its impact on the industry

3. However, your Company is taking all possible steps to augment its production levels irrespective of general economic conditions.

INTERNAL CONTROL SYSTEM

Your Company has developed a well defined internal control system over a period which meets its requirement. The system is reviewed periodically to keep with the times and ensure optimal utilization and protection of company''s resources. Audit Committee of the Board monitors the internal control system.

HUMAN RESOURCES/INDUSTRIAL RELATIONS

Your Company encourages innovation and performance. It appreciates and values the Human asset of the Company. In spite of difficult situation on operational front, the morale of employees is high and they have been working hard to turn the tide in favour of better working of your Company. The Company has developed an environment of harmonious and cordial relations with its employees.

As the Company is in Textile business only, segment reporting is not required.

DIVIDEND

No dividend is being recommended for the year under review in view of the accumulated losses. DIRECTORS'' RESPONSIBILITY STATEMENT

On the basis of compliance certificates received from the concerned executives of the Company and subject to disclosures in the annual accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, as required under Section 217(2AA) of the Companies Act 1956, the Directors hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been

followed along with proper explanation relating to material departures;

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

iii) 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 provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any ;

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

DIRECTORS

Mr.Akash B. Shah, Director, retires by rotation and being eligible, has offered himself for re-appointment.

The Board at its meeting held on 04.09.2014 recommended appointment of Mrs. Shakuntala Vyas, as non executive, non-independent Director of the Company whose period of office is liable to determination by retirement of directors by rotation and in respect of whom the Company has received a notice in writing from a member proposing her candidature for the office of Director.

The Board recommends the resolutions for your approval for the above appointments.

OTHER INFORMATION Auditors

M/s G. Dutta & Co., Chartered Accountants, (ICAI Registration No. 002136 ''C'') who are Statutory Auditors of the Company will hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2014-15. As required under the provisions of Section 139 of the Companies Act, 2013 the Company has obtained written confirmation from M/s G. Dutta & Co., Chartered Accountants, that their appointment, if made, would be in conformity with the limits specified in the said Section.

The observations made by the Auditors in their Report are adequately explained in the notes to the Accounts and significant Accounting Policies and need no further elaboration.

Cost Auditor & Cost Audit Report

During the year, Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, read with The Companies (Cost Accounting Records) Rules, 2011 Board appointed, Mr. Pawan Gupta & associates, Cost Auditor to conduct cost audits relating to textile products manufactured by the Company.

Information as per section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975:

None of the employee was in receipt of remuneration in excess of limit prescribed under Section 217 (2A) of the Companies Act, 1956.

Energy Conservation, Technology Absorption & Foreign Exchange

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed and marked Annexure ''A'' and forms part of this Report

CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from the Auditors of the Company regarding compliance with Corporate Governance norms stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

CASH FLOW ANALYSIS

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

ACKNOWLEDGEMENT

The Board acknowledges with deep sense of gratitude for the valuable assistance and cooperation extended and guidance provided by Government Authorities, Banks, financial institutions, Business associates and looks forward for their continued support. Your Directors are also grateful to the customers & suppliers for their trust and support. Your Directors would like to appreciate dedication and hard work put in by every employee of your company. Last but not the least, your Directors are deeply grateful for the confidence and faith shown by the members of the Company in them.

For and on behalf of the Board, Sd/- Sd/- S.K.Singhal S.G.Vyas Director Managing Director (DIN-00075934) (DIN-01905310)

Jaipur 04.09.2014

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Mar 31, 2013

The Directors present the 16th Annual Report together with Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs.000) (Rs.000) Year ended Year ended On On 31/03/2013 31/03/2012

Gross sales including other income 1,70,598 1,06,556

Gross Profit(Loss) 53,791 (87,478)

Depreciation 37,619 33,962

Profit/Loss for the year 20,817 (1,21,440)

MANAGEMENT DISCUSSION AND ANALYSIS

You are aware that for quite some time your Company has been facing acute shortage of working capital which coupled with cumulative losses has seriously affected its operations. In the year 2011-12 your Company settled the Loan account of IDBI Bank and during 2012-13 the Loan accounts of Bank of Baroda have been settled through Assignment of Debt to an Asset Reconstruction Company. Now only UCO Bank account needs to be sorted out for which efforts are going on. Once this is settled, your Company would be in normal operational position. Your Company has created state of art manufacturing facilities which have helped overcome the difficult situation on operational front. The settlement of Bank of Baroda account has resulted in write back of part loans and interest and is reflected in the accounts.

Your Company also attracts provisions of Section 23 (1) (a) (i) of The Sick Industrial Companies Act, 1985 due to erosion of Net worth. The company has incurred loss due to poor utilization of facilities on account of paucity of working capital as also substantial investment in assets which could not be operationalised namely ring Spinning Section. The interest cost of such non operational investment and consequent losses due to inadequacy of working capital has caused the loss of Net Worth.

MANAGEMENT PERCEPTION OF RISK AND CONCERN

1. Govt, policy of intervention in cotton price mechanism and export incentive system affects Textile industry in a big way. Volatile value of national currency also affects import and export decisions. Indian economy witnessed inflationary trends during 2012-13.

2. With the general economic slowdown in India and many other countries, textile industry in India faced twin hurdles of lower demand and higher costs. The euphoria of fast economic growth in India seems vanishing. Though the Govt, is aware of these developments and is trying to address the issues, it has not been able to make a big impact.

3. However, your Company is making all out efforts to keep the wheels of industry moving and settle the matter with the last one bank amicably.

INTERNAL CONTROL SYSTEM

Commensurate to the size and nature of its business your Company has developed a well defined internal control system. The Company takes abundant care to design, review and monitor the working of internal control system for optimal utilization and protection of resources. All significant issues are brought to the attention of the Audit Committee of the Board.

HUMAN RESOURCES/INDUSTRIAL RELATIONS

Though your Company is facing a difficult situation, its employees have high morale and remain motivated to steer it through. Performance management is the key word for the Company. The Company has developed an environment of harmonious and cordial relations with its employees. As the Company is in Textile business only, segment reporting is not required.

DIVIDEND

No dividend is being recommended for the year under review in view of the losses.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2 AA) of the Companies Act, the Directors hereby confirm that:

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

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

iii) 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 provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. N.K. Khurana, Director of the Company retire by rotation and being eligible, offer himself for re-appointment.

OTHER INFORMATION

Information as per section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975:

None of the employee was in receipt of remuneration in excess of limit prescribed under Section 217 (2A) of the Companies Act, 1956.

Energy Conservation, Technology Absorption & Foreign Exchange

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Director(s) Rules, 1988 with respect to Conservation of energy, technology absorption and foreign exchange eamings/outgo is appended hereto and form part of this report.

AUDITORS

M/s G. Dutta & Co., Chartered Accountants, Auditors of the Company retire and being eligible offers themselves for re-appointment.

The observations made by the Auditors in their Report are adequately explained in the notes to the Accounts and significant Accounting Policies and need no further elaboration.

CORPORATE GOVERNANCE

As per Clause 49 of the listing agreement with the Stock Exchange, a separate section on Corporate

Governance forms part of the Annual Report.

A Certificate from the Auditors of the Company confirming compliance with conditions of Corporate

Governance as stipulated under the Clause 49 of the listing agreement is annexed to this Report.

ACKNOWLEDGEMENT

The Board acknowledges the valuable assistance and cooperation received from Government Authorities and Business associates and looks forward to their continued support.

Your Directors express their deep appreciation for the commitment and hard work put in by all employees.

For and on behalf of the Board

Sd/-

(S.G.VYAS)

MANAGING DIRECTOR

Place: Jaipur

Dated: 25.08.2013

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Mar 31, 2012

Dear Members,

The Directors present the 15th Annual Report together with Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs.''000) (Rs.''000) Year ended Year ended On On 31/03/2012 31/03/2011

Gross sales including other income 1,06,556 1,12,542

Gross Loss 87,478 87,520

Depreciation 33,962 34,124

Loss for the year 1,21,440 1,21,644

DIVIDEND

No dividend is being recommended for the year under review in view ofthe losses.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) ofthe Companies Act, the Directors hereby confirm that:

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

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss ofthe Company for that period ;

iii) 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 provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. S.G. Vyas and Mr. S.K.Singhal, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment. Mr. R.N.Swami was appointed as Additional Director w.e.f. 19.03.2012. Mr. Swami is not seeking re appointment due to other commitments.

OTHER INFORMATION

Information as per section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975:

None of the employee was in receipt of remuneration in excess of limit prescribed under Section 217 (2A) of the Companies Act, 1956.

Energy Conservation, Technology Absorption & Foreign Exchange

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 with respect to Conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto and form part of this report.

AUDITORS

M/s G. Dutta & Co., Chartered Accountants, Auditors of the Company retire and being eligible offers themselves for re-appointment.

The observations made by the Auditors in their Report are adequately explained in the notes to the Accounts and significant Accounting Policies and need no further elaboration.

CORPORATE GOVERNANCE

As per Clause 49 of the listing agreement with the Stock Exchange, a separate section on Corporate Governance forms part of the Annual Report.

A Certificate from the Auditors of the Company confirming compliance with conditions of Corporate Governance as stipulated under the Clause 49 ofthe listing agreement is annexed to this Report.

ACKNOWLEDGEMENT

The Board acknowledges the valuable assistance and cooperation received from Government Authorities and Business Constituents and looks forward to their continued support.

Your Directors express their deep appreciation for the commitment and hard work put in by all employees.

For and on behalf of the Board

Place: Jaipur (S.G.VYAS)

28.09.2012 MANAGING DIRECTOR

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Mar 31, 2010

The Directors present the 13th Annual Report together with Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs.000) (Rs.000)

Year ended On Year ended On

31/03/2010 31/03/2009

Gross sales including other income 1,58,264 3,91,843

Gross Loss 1,27,494 11,288

Depreciation 34,353 34,190

Loss before tax 1,61,847 45,478

Provision for Tax - 81

Loss after tax 1,61,847 45,559





MANAGEMENT DISCUSSION AND ANALYSIS

The year 2008-09 was a difficult year for global economy due to severe recessionary trends resulting in economic crisis. However, things started looking up during 2009-10 in a cautious manner. Due to large domestic market, recovery in Indian economy has been faster than many developed economies. Textile industry has also shown signs of improvement. Investments made in earlier years, particularly under TUF scheme, have started showing results in terms of volume and quality. Increased manufacturing of textile products has also increased domestic competition particularly on account of shrinkage in overseas demand. Further the industry is facing substantial increase in input costs which is difficult to pass on to the consumers in short run. Government policy of withdrawal of export promotion benefits have also caused concern and slowed the sustained recovery.

Your Company has created world class weaving facilities but the same could not be utilized optimally due to paucity of working capital. The adverse economic conditions of earlier year caused loss to your Company and consequent erosion of working capital. Shortage of funds has compelled the Company to partly withhold the implementation of expansion project. Moreover, your Company had to repay part of its term loan even before the commissioning of expansion project. This led to severe shortage of funds. Companys request to the banks for restructuring of debt and extending further facilities has not evoked positive response so far. This has seriously hampered the working of your Company resulting in lower capacity utilization and consequent operational loss.

However, our faith in Indias textiles industry remains unshaken and we foresee a bright future for Indian textiles. Present global trends show a healthy improvement in demand for textiles from India.

MANAGEMENT PERCEPTION OFR1SKANDCONCERN

1. Textile industry is highly competitive not only for domestic market but for global trade as well. In such a scenario appreciating rupee value vis a vis U S Dollar has significant effect on our earnings.

2. With the globalization of Indian economy, cotton prices have gone up in tandem with global trends. Massive increase in Minimum Support Price of cotton by Central Govt, and uncaliberated export of this raw material has further added to the difficulties of textile industry. An integrated view need to be taken by the authorities in this regard for safeguarding the interest of industry.

3. Your Management is making all out efforts to improve productivity, control costs and produce better fabrics and yarn to fetch higher unit realization.

INTERNAL CONTROL SYSTEM

The Company has well defined internal control system commensurate to the size and nature of its business. The Company takes abundant care to design, review and monitor the working of internal control system for optimal utilization and protection of resources. All significant issues are brought to the attention of the Audit Committee of the Board.

HUMAN RESOURCES/1NDUSTRIALRELATIONS

Your Company lays emphasis on building and sustaining an excellent organization climate based on human performance. Performance management is the key word for the Company. The Company has developed an environment of harmonious and cordial relations with its employees. As the Company is in Textile business only, segment reporting is not required.

DIVIDEND

No dividend is being recommended for the year under review in view of the losses.

DIRECTORSRESPONSIBILITY STATEMENT

As required under Section 217(2 A A) of the Companies Act, the Directors hereby confirm that: i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

iii) 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 provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

DIRECTORS

There was no change in composition of Board during 2009-10.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. N K Khurana and Mrs. Shakuntala Vyas, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

OTHER INFORMATION

Information as per section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975:

None of the employee was in receipt of remuneration in excess of limit prescribed under Section 217 (2A) of the Companies Act, 1956.

Energy Conservation, Technology Absorption & Foreign Exchange

The information required under Section 217( 1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 with respect to Conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto and form part of th is report.

AUDITORS

M/s G. Dutta & Co., Chartered Accountants, Auditors of the Company retire and being eligible offers^themselves for re-appointment.

The observations made by the Auditors in their Report are adequately explained in the notes to the Accounts and significant Accounting Policies and need no further elaboration.

CORPORATE GOVERNANCE

As per Clause 49 of the listing agreement with the Stock Exchange, a separate section on Corporate Governance forms part of the Annual Report.

A Certificate from the Auditors of the Company confirming compliance with conditions Of Corporate Governance as stipulated under the Clause 49 of the listing agreement is annexed to this Report.

ACKNOWLEDGMENT

The Board acknowledges the valuable assistance and cooperation received from Government Authorities, Bankers and Business Constituents and looks forward to their continued support.

Your Directors express their deep appreciation for the commitment and hard work put in by all employees.



For and on behalf of the Board

(S.G.VYAS)

MANAGING DIRECTOR

Place: Jaipur

Dated: 27.08.10