Directors Report of Kakatiya Textiles Ltd.

Mar 31, 2024

Your Directors are delighted to present their 42^nd Annual Report of the Company for the financial year
2023-24 along with the audited accounts for the financial year ended March 31, 2024

(Rs. In Lakhs)

Particulars	Financial Year	Financial Year
	2023-24	2022-23
Revenue from operation	78.20	747.64
Other Income	6.75	5.05
Total income	84.95	752.69
Profit/(Loss) before Interest, Depreciation and Tax	(118.57)	(2.34)
Finance Charges	-	97.40
Depreciation	49.32	58.42
Net Profit / Loss Before Tax (PBT)	(147.53)	56.08
Provision for Tax	-	-
Current Tax	-	-
Provision for earlier years	-	-
Deferred tax	-	-
Net Profit (PAT)	(147.53)	56.08

DIVIDEND:

On account of the accumulated losses, your Directors do not recommend any dividend for the year
ended 31^st March, 2024.

TRANSFER TO RESERVES:

The Directors of the company didn''t transfer any amount to its reserves.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since the Company has not declared any dividends, there is no unclaimed dividend to be transferred to
Investor Education and Protection Fund.

LISTING OF EQUITY SHARES

Your Company''s equity shares are listed on Bombay Stock Exchange (BSE Limited), Phirozee Jeejeebhoy
Towers, Dalal Street, Mumbai-400001, Maharashtra, India.

BOARD MEETINGS CONDUCTED DURING THE PERIOD UNDER REVIEW:

The meetings of the board are scheduled at regular intervals to decided and discuss on business
performance, policies, strategies and other matters of significance.

The Company had conducted 4 (Four) Board meetings during the period under review. (i.e: 30.05.2023,
14.08.2023, 14.11.2023, 14.02.2024) The intervening gap between any consecutive board meetings
was within the period prescribed under the provisions of the Companies Act, 2013 read with the circulars
and notifications given by the statutory authorities.

lV j.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to
Directors'' Responsibility Statement, it is hereby confirmed that:

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

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

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

(d) the directors confirm that 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 operating effectively and

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

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 Companies Act, 2013.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, as amended, Independent Directors of the Company have enrolled their names
in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION
AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT, 2013:

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration,
Directors'' qualifications, positive attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013 is furnished on the Company''s website
www. kakatiyatextiles.in.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:

The Company has not granted any loans or given any security or made any investments pursuant to
the provisions of Section 186 of the Companies Act, 2013 during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All party transactions entered during the financial year under review are disclosed in Note No.31 of the
Financial Statements of the Company for the financial year ended 31st March, 2024. These transactions
entered were at an arm''s length basis and in the ordinary course of business. There were no materially
significant related party transactions with the Company''s Promoters, Directors, Management or their
relatives, which could have had a potential conflict with the interests of the Company. Form AOC-2,
containing the note on the aforesaid related party transactions is enclosed herewith as Annexure - I.

The policy on related party transactions as approved by the Board of Directors of the Company has
been uploaded on the company''s website and may be accessed through the website at
www. kakatiyatextiles.in

ANNUAL RETURN:

The annual return is placed on the company''s website on www.kakatiyatextiles.in
INTERNAL AUDITORS:

The Board of directors based on the recommendation of the audit committee has appointed M/s.
Cherukuri & Co, Chartered Accountants as the Internal Auditors of the company. The internal auditors
are submitting their report on quarterly basis.

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Shareholders at their meeting
held on 29^th September 2020 (38^th AGM) approved the appointment of M/s. Chevuturi Associates,
Chartered Accountants, as the Statutory Auditors of the Company, to hold office for period of 5 years till
the conclusion of 43^rd Annual General Meeting.

Further, the Statutory Auditor''s report does not contain any qualifications, reservations, adverse remarks
or disclaimers.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF
SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the year under review, there was no instance of fraud, which required the Statutory Auditors to
report to the Audit Committee and/or Board under Section 143 (12) of the Companies Act, 2013 and
Rules framed thereunder.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P S Rao &
Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The report of the
Secretarial Audit is annexed herewith as Annexure-II to this report.

COMPLIANCE WITH SECRETARIAL STANDARDDS

Your Company has devised proper systems to ensure compliance with the provisions of all the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems
are adequate and operating effectively. During the year under review, your Company has complied with
the Secretarial Standards issued by the Institute of Company Secretaries of India.

CHANGE IN NATURE OF BUSINESS:

There were no changes in the nature of business of the company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

There have been no material changes and commitments affecting the financial position of the Company
which has occurred between the financial year ended 31^st March, 2024 and the date of the report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY OF THE COMPANY:

The Company has a structured risk management policy. The Risk management process is designed to
safeguard the organization from various risks through adequate and timely actions. It is designed to
anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential
risks are inventoried and integrated with the management process such that they receive the necessary
consideration during decision making.

WHISTLE BLOWER POLICY (VIGIL MECHANISM):

The Company has formulated a whistle blower policy in line with the provisions of Section 177 of the
Companies Act, 2013 and Regulation 22 of the SEBI ((Listing Obligations and Disclosure Requirements)
Regulations, 2015 to enable the directors and employees to report concerns about unethical behavior,
actual or suspected fraud or violation of the company''s code of conduct or ethics policy The policy also
provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the
mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional
cases. The Whistle Blower policy has been uploaded on the company''s website at
www. kakatiyatextiles.in.

ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL
DIRECTORS:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board
of Directors evaluated the performance of the Board, having regard to various criteria such as Board
composition, Board processes, Board dynamics etc. The Independent Directors, at their separate
meetings, also evaluated the performance of non-independent directors and the Board as a whole
based on various criteria.

The performance of each Independent Director was evaluated by the entire board of directors on various
parameters like engagement, leadership, analysis, decision making, communication, governance etc.
The Board and the Independent Directors were of the unanimous view that performance of the Board of
Directors as a whole was satisfactory.

The performances of all the Committees were evaluated by the Board having regard to various criteria
such as committee composition, committee, processes, committee dynamics etc. The Board was of
the unanimous view that all the committees were performing their functions satisfactorily.

DIRECTORS''& KEY MANAGERIAL PERSONNEL:

Shri. Vanka Ravindranath, Director of the Company, retires by rotation at the ensuing Annual General
Meeting and expressed her willingness to be reappointed as the Director of the Company. The necessary
resolution for the appointment of Shri. Vanka Ravindranath is set out in the notice for approval of
members in the ensuing Annual General Meeting of the Company.

Further, there is no change in the Directors and Key Managerial Personnel.

COMPOSITION OF BOARD COMMITTEES:

We have in place of all the committees of the board which are required to be constituted under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of various committees of the Board is hereunder:

Audit Committee

Shri Kudary Anand	Chairman
Shri Vanka Ravindranath	Member
Shri Venkata Subba Rao Gamini	Member

Nomination and Remuneration Committee

Shri Kudary Anand	Chairman
Shri Venkata Subba Rao Gamini	Member
Smt Vanka Raja Kumari	Member

Shri Kudary Anand	Chairman
Shri Venkata Subba Rao Gamini	Member
Smt Vanka Raja Kumari	Member

FIXED DEPOSITS:

Since the Company has not accepted any deposits covered under Chapter V of the Companies Act,
2013, and accordingly, the question of default in repayment of deposits or payment of interest thereon,
during the year, does not arise.

EROSION OF NETWORTH:

As at 31^st March 2024, your Company had a net worth of Rs. (1421) lakhs. Your Directors believe that
the Company''s net worth could become positive if the favorable business trend continues for some
time. Therefore, the sickness status has not been referred to BIFR.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN
FUTURE:

There is no significant and material order passed by the regulators or courts or tribunals impacting the
going concern status and company''s operation in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate internal control systems to monitor internal business process, financial
reporting and compliance with applicable laws. The Company periodically reviews the adequacy and
effectiveness of the control systems.

The Audit committee of the Board reviews internal control systems and their adequacy, significant risk
areas, observations made by the internal auditors on control mechanism and the operations of the
company, recommendations made for corrective action and the internal audit reports. The committee
reviews with the statutory auditors and the management, key issues, significant processes and accounting
policies.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 (1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and as amended in respect of our employees,
is attached herewith as Annexure-III.

Further, we do not have any employee whose remuneration falls within the purview of the limits prescribed
under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended i.e. 8.50
Lakhs per Month or Rs. 1.02 Crores per Annum.

Further, details of top ten employees in terms of remuneration drawn during the financial year ended
31st March 2024 as required under Rule 5 (2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and as amended is attached herewith as Annexure-III.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to the Regulation 34 (2) (e) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a report on Management Discussion and Analysis is herewith annexed as Annexure-
IV.

CORPORATE GOVERNANCE REPORT:

Since the paid up capital of the Company is less than Rs.10 Crores and the net worth of the Company
is less than Rs. 25 Crores, the provisions of Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and
clauses (b) to (i) of sub-regulation 2 of Regulation 46 and para C, D & E of Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY:

Since your Company does not fall within any of the parameters specified under the provisions of Section
135 of the Companies Act, 2013 read with Rules made there under, reporting pursuant to Section 134
(3) (o) is not applicable.

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 attached herewith as Annexure-V to this report.

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

The Company has in place a policy on Sexual Harassment of Women at workplace in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The company has constituted an internal complaints committee to address the complaints
regarding sexual harassment. All employees are covered under this policy. The company has not received
any complaints during the year under review.

PERSONNEL RELATIONS:

Staff and Labour relations during the year at all units of the company continued to be cordial.
ACKNOWLEDGEMENTS:

Your Directors wish to thank the Company''s Bankers, Financial Institutions, Customers and Suppliers
for their unstinted support and co-operation.

Your Directors wish to place on record their appreciation of the confidence reposed by the shareholders
in the Company at all times.

The Board of Directors also wishes to thank the employees at all levels for their excellent support and
contribution made by them.

By Order of the Board of Directors
For Kakatiya Textiles Ltd

Sd/-

V Ravindranath
Chairman & Director
DIN 00480295

Place: Tanuku
Date : 14.08.2024

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Mar 31, 2015

Dear Members,

The Directors present their 33rd Annual Report of the Company for the financial year 2014-15 together with the Balance Sheet as at 31st March 2015 and the Statement of Profit & Loss for the year ended on that date

FINANCIAL RESULTS:

(Rs, in Lakhs)

Particulars 31.03.2015 31.03.2014

Total Income 1068.80 2,390.34

Profit before Depreciation, Interest & Tax for the year (110.29) (19.93)

Depreciation for the year 19.51 1.82

Finance Cost - -

Deferred Tax Liability / (Asset) - 23.90

Net Profit / (Loss) (129.80) (45.65)

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY CONDITIONS AND REVIEW OF OPERATIONS

The cotton textile industry in India had to contend with major challenges during the year. Yarn prices remained depressed on lower demand even though the cotton prices were lower compared to earlier years. Consequently, the operations of your company also came under severe strain during the year under review resulting in lower sales and losses. Sale of yarn and price realization have been considerably lower this year on account of poor demand for yarn.

COMPANY OUTLOOK

During the current year, power outage and labour shortage are major concerns which could have impact on operations of the Company. Higher inflation would have adverse impact on the growth of the Company.

OPPORTUNITIES AND THREATS

The textile industry is much dependent upon the availability of quality raw materials. Fluctuation in the price of raw material will influence the profitability of the Company. Power and labour shortage also affects the operations of the Company.

DIVIDEND

On account of accumulated losses your Directors are unable to recommend dividend for the year ended 31st March 2015.

TRANSFER TO RESERVES

Due to the accumulated losses incurred, the company is unable to transfer any amount to its reserves.

CORPORATE UPDATES - OPEN OFFER:

The erstwhile Promoters of the company had entered into a Share Purchase Agreement with Mr. Vanka Ravindra Nath, Mrs. Vanka Rajakumari, Mr. Vanka Raghuveer and Ms. Vanka Ravali, together known as acquirers, on 4th May, 2015, to acquire 50.47 % of the total Equity Share Capital and 50.70 % of the total voting power. The acquirers have made an application to SEBI for an Open Offer to acquire up to 15,10,800 Equity Shares of Rs, 10 each, representing 26% of the Total Equity Share Capital of our company from our Public Shareholders at a price of Rs, 7.00 (Rupees Seven only) per fully paid up Equity Share and Rs, 2.00 (Rupees Two Only) per partly paid-up Equity Share. The acquirers have nominated Mr. Vanka Ravindra Nath and Mrs. Vanka Rajakumari as Directors on the Board of the Company.

The Open Offer to the Public Shareholders of our Company as per SAST Regulations opened on the 12th August, 2015 and ended on the 25th August, 2015.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since the Company has not declared any dividends, there is no unclaimed dividend to be transferred to Investor Education and Protection Fund.

SHARE CAPITAL

The issued, subscribed and paid-up share capital of the Company as at 31.03.2015 stood at Rs, 10,78,50,000/- divided into 58,10,600 equity shares of Rs, 10/- each and 5,00,000 - 9% Cumulative Redeemable Preference Shares of Rs, 100/- each. During the year under review the Company has not made any fresh issue of shares.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in the prescribed Form No.MGT-9 pursuant to Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished as Annexure 1 and is attached to this Report.

BOARD MEETINGS CONDUCTED DURING THE PERIOD UNDER REVIEW

The Company had conducted Four (4) Board meetings during the period under review. Further details on the Board and Committee meetings held during the year have been enumerated in the Corporate Governance Report which is annexed to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

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

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

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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 have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively and

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

DECLARATION OF 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 both the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT, 2013.

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure 2 and is attached to this report and can also be accessed on the Company's website www.kakatiyatextiles.com.

AUDITORS' REPORT

There were no qualifications, reservations, adverse remarks or disclaimers made by the M/s. S Murali Dharan & Co., Statutory Auditors and Ms. B Veena, Secretarial Auditor in their report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not granted any loans or given any security or made any investments pursuant to the provisions of Section 186 of the Companies Act, 2013 during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year 2014-15 were in the ordinary course of business and on an arm's length basis. Since there are no transactions which are not on arm's length basis and material in nature the requirement of disclosure of such related party transactions in Form AOC-2 does not arise.

The policy on related party transactions as approved by the Board of Directors of the Company has been uploaded on the company's website and may be accessed through the website at www.kakatiyatextiles.com

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which has occurred between the financial year ended 31st March, 2015 and the date of the report.

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 attached herewith as Annexure 3 to this report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The details of the composition of the Audit Committee have been enumerated in the Corporate Governance Report which forms a part of the Board's report. The Company has formulated a whistle blower policy in line with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the listing agreement to enable the directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy. The policy also provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The Whistle Blower policy has been uploaded on the company's website at www.kakatiyatextiles.com.

ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL DIRECTORS

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of non-independent directors and the Board as a whole based on various criteria.

The performance of each Independent Director was evaluated by the entire board of directors on various parameters like engagement, leadership, analysis, decision making, communication, governance etc. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

The performances of all the Committees were evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, the Members have approved the appointment of Mr. C.S.K.Prabhu, Mr. Koteswara Rao S S R, Dr. I Venkat Rao as the Independent Directors of the Company for a period of 5 years.

The Members at the Annual General Meeting held on 29th September 2014 approved the appointment of Mr.Sumanth Ramamurthi as the Managing Director of the Company for a period of three years with effect from 30th May 2014.

During the year Ms. Hemalatha Ramamurthi, was appointed as Additional Director of the Company. Further Mr. Vanka Ravindra Nath and Mrs. Vanka Raja Kumari were appointed as additional directors on the board of the company pursuant to the Share Purchase Agreement entered by the erstwhile promoter and the acquirers of the company.

Mr. R Narayanan was appointed as the Chief Financial Officer of the Company with effect from 5th November 2014.

Mr. Sumanth Ramamurthi, Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and expressed his unwillingness to reappoint as Director of the Company.

Your Directors recommend his re-appointment.

FIXED DEPOSITS

Since the Company has not accepted any fixed deposits covered under Chapter V of the Companies Act, 2013, there are no deposits remaining unclaimed or unpaid as on 31st March 2015 and accordingly, the question of default in repayment of deposits or payment of interest thereon, during the year, does not arise.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company's operation in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to monitor internal business process, financial reporting and compliance with applicable laws. The Company periodically reviews the adequacy and effectiveness of the control systems.

The Audit committee of the Board reviews internal control systems and their adequacy, significant risk areas, observations made by the internal auditors on control mechanism and the operations of the company, recommendations made for corrective action and the internal audit reports. The committee reviews with the statutory auditors and the management, key issues, significant processes and accounting policies.

AUDITORS

STATUTORY AUDITORS

M/s. S.Murali Dharan & Co, Chartered Accountants, Coimbatore retire at the ensuing Annual General Meeting and expressed their unwillingness to continue as Statutory Auditors of the Company. The Audit Committee & the Board of Directors recommend the appointment of M/s. Chevuturi Associates, Chartered Accountants (FR No.

000632S) as the Statutory Auditors of the Company. Further, company has received a certificate from the Statutory Auditors to the effect that their appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. B Veena, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditor is annexed herewith as Annexure 4 to this report.

PARTICULARS OF EMPLOYEES

The disclosure referred to the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not apply to the Company as there were no employees who are in receipt of remuneration in the aggregate at the rate of not less than Rs, 60,00,000/- if employed throughout the year or Rs, 5,00,000/- per month if employed for part of the year.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchange, a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of Corporate Governance, Management Discussion and Analysis statement forms part of the Annual Report.

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

The Company has in place a policy on Sexual Harassment of Women at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The company has constituted an internal complaints committee to address the complaints regarding sexual harassment. All employees are covered under this policy. The company has not received any complaints during the year under review.

PERSONNEL RELATIONS

Staff and Labour relations during the year at all units of the company continued to be cordial.

ACKNOWLEDGEMENTS

Your Directors wish to thank the Company's Bankers, Financial Institutions, Customers and Suppliers for their unstinted support and co-operation.

Your Directors wish to place on record their appreciation of the confidence reposed by the shareholders in the Company at all times.

The Board of Directors also wishes to thank the employees at all levels for their excellent support and contribution made by them.

By Order of the Board

Sumanth Ramamurthi

Place : Hyderabad Managing Director

Date : 13th August, 2015 DIN: 00002773

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Mar 31, 2013

Dear Members,

The Directors present their 31st Annual Report of the company for the financial year 2012-13 together with the Balance Sheet as at 31st March 2013 and the statement of Profit & Loss for the year ended on that date.

Financial Results (Rs. lakhs)

Particulars 2012-13 2011-12

Total Income 1924.19 1908.99 Profit before Depreciation &

Interest for the year 146.44 (178.61)

Depreciation for the year 76.75 77.04

Finance Cost - 12.16

Deferred Tax Liability / (Asset) 22.85 (66.09)

Net Profit / (Loss) 46.84 (201.72)

Dividend

On account of accumulated losses your directors are unable to recommend dividend.

Fixed Deposits

The company has not accepted any fixed deposits and hence there are no unclaimed deposits as on 31.03.2013

Erosion of Net worth

As at 31st March 2013 your Company had a negative net worth of Rs. 91.66 lakhs. Your Directors believe that the Company''s net worth could be positive if the favorable business trends continue for few years. Therefore, the sickness status has not been referred to BIFR

Directors

Shri SSR Koteswara Rao, Director of the company retires by rotation and being eligible, offers himself for re-appointment.

Auditors

M/s S.Murali Dharan & Co, the Auditors of the company retire at the ensuing Annual General Meeting and have given their consent for re-appointment. The company has received confirmation from them that, if appointed, it would be within the limits of Section 224 (1B) of the Companies Act 1956. The Audit Committee and the Board of Directors of the Company proposed the re-appointment of the Auditors.

Cost Auditors

Pursuant to the provisions of Section 233B of the Companies Act, 1956, the Board of Directors of your company have re-appointed M/s S. Mahadevan & Co as Cost Auditors, subject to the approval of the Central Government for the financial year 2013-2014. The Company has filed the Cost Audit report for the financial year 2011 -2012 on 31.01.2013

Directors'' Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i) that in the preparation of the accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed.

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 earned by the company during the year under review.

iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) that the Directors have prepared the accounts for the financial year ended 31st March 2013 on a going concern basis.

Human Resources

Employer-Employee relations remained cordial during the year under review. Information pursuant to Section 217(2A) of the Companies Act, 1956, is not furnished, as there were no employees covered by the said provisions.

Internal control systems and their adequacy

The Internal Auditor appointed conducts regular audit of the internal control systems and reports to the Audit Committee, which reviews the performance and adequacy of internal control systems on a quarterly basis and recommends improvements to the same, wherever found necessary.

Acknowledgement

Your Directors place on record the sincere appreciation of the contribution made by the employees of the Company at all levels. Your Directors further wish to place on record their appreciation for the invaluable support given by various authorities to the Company.

On behalf of the Board

Sumanth Ramamurthi

Managing Director

Coimbatore Dr I Venkat Rao

25th May, 2013 Director

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Mar 31, 2012

The Directors present their 30th Annual Report of the Company for the financial year 2011-12 together with the Balance Sheet as at 31st March 2012 and the Profit & Loss Account for the year ended on that date.

Financial Results (Rs.in Lakhs)

Particulars 2011-12 2010-11

Total Income 1908.99 2521.71

Profit before Depreciation & (178.47) 283.07 Interest for the year

Depreciation for the year 77.04 78.84

Interest & Bank charges 12.30 36.38

Deferred Tax Liability / (Asset) (66.09) 45.34

Net Profit / (Loss) (201.72) 122.51

Performance

Your Company has earned total income of Rs.1908.99 Lakhs and suffered loss of Rs.201.72 Lakhs due to fluctuation in cotton and yarn price, as compared to the turnover of Rs.2521.71 Lakhs and profit of Rs. 122.51 Lakhs during the preceding year.

The last quarter of 2011-12 has been encouraging and the Company has achieved the profit during the said quarter due to stability in price of cotton yarn. Your Directors expect to continue the same in the coming year given the favourable market conditions.

Dividend

On account of accumulated losses your Directors are unable to recommend dividend.

Fixed Deposits

The Company has not accepted any fixed deposits and hence there are no unclaimed deposits as on 31.03.2012.

Erosion of Networth

As on 31st March 2012 your Company had a negative net worth of Rs. 138.50 lakhs. Your Directors believe that the Company's networth could be positive if the favourable business trend continues for few years. Therefore, the sickness status has not been referred to BIFR.

Directors

Sri CSK Prabhu, Director of the Company retires by rotation and being eligible offers himself for re-appointment.

Auditors

M/s S.Murali Dharan & Co, the Auditors of the Company retire at the ensuing Annual General Meeting and have given their consent for reappointment.

Cost Auditors

Pursuant to the provisions of Section 233B of the Companies Act, 1956, the Board of Directors of your Company have re-appointed M/s S. Mahadevan & Co as Cost Auditors, subject to the approval of the Central Government for the financial year 2012-2013.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2012, the applicable accounting standards have been followed.

ii) That 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 at the end of the financial year and of the loss suffered by the Company during the year under review.

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

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2012 on a going concern basis.

Human Resources

Employer-Employee relations remained cordial during the year under review. Information pursuant to Section 217(2A) of the Companies Act, 1956, is not furnished, as there were no employees covered by the said provisions.

Internal control systems and their adequacy

The Internal Auditor appointed, conducts regular audit of the. internal control systems and reports to the Audit Committee, which reviews the performance and adequacy of internal control systems on a quarterly basis and recommends improvements to the same, wherever found necessary.

Acknowledgement

Your Directors place on record the sincere appreciation of the contribution made by the employees of the Company at all levels. Your Directors further wish to place on record their appreciation for the invaluable support given by various authorities to the Company.

On behalf of the Board

Sumanth Ramamurthi

Managing Director

Coimbatore Dr I Venkat Rao

24th May, 2012 Director

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Mar 31, 2011

The Directors present their 29th Annual Report of the company for the financial year 2010-11 together with the Balance Sheet as at 31st March 2011 and the Profit & Loss Account for the year ended on that date.

Financial Results (Rs. in Lakhs)

Particulars 2010-111 2009-10

Total Income 2521.71 1969.94

Profit before Depreciation &

Interest for the year 283.07 405.54

Depreciation for the

year 78.84 78.42

Interest & Finance

charges 36.38 60.37

Depreciation for

earlier years - 256.72

Deferred Tax Liability 45.34 -

Deferred Tax Asset - 323.39

Net Profit/(Loss) 122.51 333.42

Performance

Your Company has earned a total income of Rs.2521.71 Lacs and profit of Rs.122.51 Lacs, as compared to the turnover of Rs. 1969.94 Lacs and profit of Rs. 333.42 Lacs during the preceding year.

Turnover in the current year is comparably higher than the previous year. But the high prices of raw materials resulted in less profit when compared to previous year. Your Directors are confident that the future year will be a good profitable year to the company.

Dividend

On account of previous years accumulated losses your directors are unable to recommend any dividend.

Fixed Deposits

The Company has not accepted any fixed deposits and hence there are no unclaimed deposits as on 31.03.2011.

Erosion of Networth

As on 31st March 2011 your Company had a netwbrth of Rs. 63.22 lakhs. Your Directors believe that the company will come out from the clutches of provisions of Sick Industrial Company if the positive business trend continues for few years. Therefore, the sickness status has not been referred to BIFR.

Directors

Dr. I. Venkat Rao, Director of the company retires by rotation and being eligible offers himself for re-appointment. Mr. Sumanth Ramamurthi has been re-appointed as Managing Director of the company with effect from 30.05.2011 for a term of three years.

Auditors

M/s S.Murali Dharan & Co, the Auditors of the company retire at the ensuing Annual General Meeting and have given their consent for reappointment.

Cost Auditors

Pursuant to the provisions of the Section 233B of the Companies Act, 1956, the Board of Directors of your company have re-appointed M/s S. Mahadevan & Co, as Cost Auditors, subject to the approval of the Central Government for the financial year 2011 -2012.

Directors Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 earned by the company during the year under review.

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

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2011 on a going concern basis.

Human Resources

Employer-Employee relations remained cordial during the year under review. As regards, information pursuant to Section 217(2A) of the Companies Act, 1956, there are no employees covered by the said provisions.

Internal control systems and their adequacy

The Internal Auditor appointed conducts regular audit of the internal control systems and reports. to the Audit Committee, which periodically reviews the performance and adequacy of internal control systems on quarterly basis and recommends improvements to the same, wherever found necessary.

Acknowledgement

Your Directors place on record the sincere appreciation of the contribution made by the employees of the Company at all levels. Your Directors further wish to place on record their appreciation for the invaluable support given by all other authorities to the Company.

On behalf of the Board

Sumanth Ramamurthi

Managing Director

Coimbatore Dr I Venkat Rao

28th May, 2011 Director

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Mar 31, 2010

The Directors present their 28th Annual Report of the company for the financial year 2009-10 together with the Balance Sheet as at 31st March 2010 and the Profit & Loss Account for the year

ended on that date.

Financial Results (Rs.in Lacs)

Particulars 2009-10 2008-09

Total Income 1969.94 864.25

Profit before Despreciation & Interest for the year 405.54 173.16

Depreciation 78.42 174.99

Interest & Finance Charges 60.37 89.76

Fringe Benefit Tax - 0.31

Depreciation for

earlier years 256.72

Deferred Tax (323.39)

Net Profit / (Loss) 333.42 (91.90)

Dividend

Dividend could not be recommended for the finan cial year 2009-10 in view of brought forward loss.

Fixed Deposits

The Company has not accepted/invited fixed deposits during the year under review.

Performance

Your Company has earned a total income of Rs. 1969.90 Lacs and a profit of Rs.333.42 Lacs, as compared to the turnover of Rs.864.25 Lacs and loss of Rs.91.90 Lacs during the preceding year.

Depreciation for the past years

Accumulated Depreciation on fixed assets for the period 01.04.2001 to 31.03.2006 aggregating to Rs.256.72 Lacs has been provided during the year under review.

Directors

Shri. Koteswara Rao SSR, Director of the company retires by rotation and being eligible offers himself for re-appointment.

Auditors

M/s S. Murali Dharan & Co, the Auditors of the company retire at the ensuing Annual General Meeting and have given their consent for reappointment.

Cost Auditors

Pursuant to the provisions of the Section 233B of the Companies Act, 1956, the Board of Directors of your company have re-appointed M/s S. Mahadevan & Co as Cost Auditors, subject to the approval of the Central Government for the financial year ended March 31s, 2010.

Directors Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any.

ii) That 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 at the end of the financial year.

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

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis. Human Resources Employer-Employee relations remained cordial during the year under review. As regards, information pursuant to Section 217(2A) of the Companies Act, 1956, there are no employees covered by the said provisions. Internal control systems and their adequacy The company has adequate internal control systems. The Management as well as Statutory auditors take the periodical reports of officer(s) in charge of internal control system into account. The adequacy of the internal control systems is reviewed by the Audit Committee at periodical intervals. Acknowledgement

Your Directors place on record the sincere appreciation of the contribution made by the employees of the Company at all levels. Your Directors further wish to place on record their appreciation for the invaluable support given by all other authorities to the Company.

On behalf of the Board Sumanth Ramamurthi

Dr I Venkat Rao

Managing Director Director

Coimbatore 21st May, 2010