Directors Report of Konark Synthetics Ltd.

Mar 31, 2024

Your Directors present the 40th Annual Report together with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended on 31st March 2024.

FINANCIAL HIGHLIGHTS:

					(Rs. in Lakhs)
Sr. Particulars		Standalone		Consolidated
No.		For the Year ended 31st March,2024	For the Year ended 31st March,2023	For the Year ended 31st March,2024	For the Year ended 31st March,2023
1.	Total Revenue	4468.68	4839.65	4468.68	4842.56
2.	Total Expenses	4451.78	4832.11	4451.78	5156.75
3.	Profit before Depreciation & Amortization expenses, Finance Cost and Tax	441.59	449.08	441.59	324.99
	Less: Depreciation and Amortization Expenses	99.40	103.78	99.40	331.43
	Less: Finance Cost	325.31	337.76	325.31	337.76
4.	Profit before exceptional / extraordinary items and tax	16.89	7.54	16.89	(314.20)
5.	Share in Profit/(Loss) in Equity Accounted (Investments (Net of Tax)			2.31	(30.04)
	Less: Exceptional Item/ extraordinary items	(1 61)	(804.99)	(161)	(804.99)
6.	Profit before tax	15.28	(797.45)	17.59	(1149.22)
	Less: Provision for tax (Including deferred tax)	2.50	75.66	2.50	75.66
7.	Profit after tax	12.78	(873.11)	15.09	(1224.88)
8.	Less: Minority Interest	-	-	-	-
	Profit/Loss for the period after Minority Interest	12.78	(873.11)	15.09	(1224.88)

REVIEW OF BUSINESS OPERATIONS:

During the year under review your company earned a revenue from operations of Rs..4360.44 lakhs as compared to Rs. 4736.37 Lakhs in the previous financial year. The company earned a profit after tax of Rs. 12.78 Lakhs as Compared to a loss of Rs. (873.11) lakhs in the previous financial year

SHARE CAPITAL:

There was no change in Share Capital of the Company during the year 2023 - 24. As on 31st March, 2024, the paid up share capital of the Company stood at Rs.5,80,80,000/-(Rupees Five Crores Eighty Lakhs and Eighty Thousand Only) divided into 58,08,000 Equity shares of Rs. 10/ - (Rupee Ten Only) each.

DIVIDEND:

To conserve the resources for future business requirements of the Company, your Directors do not recommend any payment of dividend for the year under review.

TRANSFER TO RESERVES:

During the year the Company has not transferred any amount to General Reserves.

CHANGE IN NATURE OF BUSINESS:

During the year under review there was no change in the nature of Business of the Company.

PUPLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act,

2013 read with Companies (Acceptance of Deposits) Rules, 2014.

ANNUAL RETURN:

The Annual Return as referred in Section 134(3)(a) read with Section 92 (3) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 the Annual Return in e-form MGT-7 for the financial year ended March 31,2024 is placed on the website of the Company at https://konarkgroup.co.in/annual-return/.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management and Administration) Rules,

2014 and the Articles of Association of the Company, Mr. Anshul Agrawal (DIN:02060092) , Non Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

The Following changes took place in the composition of the Board and Key Managerial Personnel:

.Mr. Indrajit Kanase (Membership No.A51146 ) Company Secretary and Compliance Officer resigned from the office of Company Secretary and Compliance Officer w.e.f 1^st August, 2023.

Mr. Nikunj Gatecha (Membership No. A57115) was appointed as Company Secretary and Compliance Officer of the Company w.e.f 12^th October 2023 who subsequently resigned w.e.f 7^th May 2024.

DECLARATION OF INDEPENDENT DIRECTORS:

In accordance with the Section 149(7) of the Act, each Independent Director has given a written declaration to the Company at the time of their appointment and at the first meeting of the Board of Directors in every financial year confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI LODR Regulations and there has been no change in the circumstances which may affect their status as an independent director during the year.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 along with code of conduct for all members of board in terms of Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

Further during the year under review no Independent Director Resigned before the expiry of the Term.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year on 14th February, 2024, to review the following:

• Review the performance of Non-Independent Directors and the Board as a whole for the financial year 2023-2024

• Review the performance of the Chairperson of the Company, taking into consideration, the views of Executive Directors and NonExecutive Directors; and

• Assess the quality, quantity and timeliness of the flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and also remuneration for Key Managerial Personnel and other employees is attached herewith and marked as ‘Annexure I’.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

The Board of Directors has conducted an annual assessment of its own performance, board committees, and individual directors pursuant to Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and SEBI LODR.

The board has sought inputs from all the directors based on the criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board concluded that all committees were discharging their functions effectively.

In separate meetings of independent directors held on 14^th February 2024, the performance of non-independent directors, the Chairman, and the Board as a whole was evaluated. The same was also discussed in the meetings of Nomination and Remuneration Committee and the Board. Performance Evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The details of the programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://www.konarkgroup.co.in/investor relation/policies/Familiarisation programme for Independent Directors.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The Board met 7 times during the financial year, the details of which are as under:

1. 30.05.2023

2. 14.08.2023

3. 05.09.2023

4. 12.10.2023

5. 10.11.2023

6. 14.02.2024

7. 12.03.2024

The time gap between board two board meeting did not exceeded 120 days.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief and according to the information and explanation obtained by them and as required under Section 134(3)(c) of the Companies Act, 2013, state that:

a. in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanati on relating to material departures, if any;

b. 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 as at 31 st March, 2024 and of the loss of the company for that period;

c. the directors have 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 have 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 were operating effectively; and

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

PARTICULARS OF MANEGERIAL REMUNERATION AND OTHER DETAILS:

Disclosure with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith and marked as ‘AnnexureN’.

SUBSIDIARY , ASSOCIATE AND JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

As on 31 st March 2024, the Company has one subsidiary company i.e. India Denim Limited and one Associate Company i.e Konark Infratech Private Limited.

The Company''s subsidiary viz., India Denim Limited is under Corporate Insolvency Resolution Process as per the order number CP(IB) 361/AHM/2019 dated 22/09/2023 passed by the Hon''ble NCLT, Ahmedabad. The board of the company was suspended from the same date and the Interim Resolution Professional (IRP) was appointed for the same. The financial information/financial statements for the said company was not available and hence the profit/loss of the subsidiary company is not considered while preparing the Audited Consolidated Financial Results for the holding company. The company has already made full provision for the investment made in the same subsidiary company.

In accordance with the provision of Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company are available on our website www.konarkgroup.co.in . These documents will also be available for inspection at the registered office of the Company.

The Company has one associate company namely Konark Infratech Private Limited by virtue of its holding of more than 20% of the respective equity share capital of this company.

The company has no joint venture companies as on 31^st March 2024.

Statement containing salient features of financial statements of Subsidiary and Associate Company in Form AOC-1 is annexed to this report as Annexure III

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently three Committees of the Board, as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

The Details of Number of Meetings held and composition of Committee is as under:

• Audit Committee

The Audit Committee met 4 times during the year under review as under

1. 30.05.2023

2. 14.08.2023

3. 10.11.2023

4. 14.02.2024

The Composition of Audit Committee is as under:

Sr No.	Name of the Member	Designation
1.	Mr. Riyazuddin Khan	Chairman and NonExecutive Independent Director
2.	Ms. Priyanka Jha	Member & Non-Executive Independent Women Director
3.	Mr. Anshul Agarwal	Member and Non-Executive Director

• Nomination and Remuneration Committee

The Nomination and Remuneration Committee met 2 times during the year under review as under:

1. 05.09.2023

2. 12.10.2023

The Composition of Nomination and Remuneration Committee is as under:

Sr No.	Name of the Member	Designation
1	Mr. Riyazuddin Khan	Chairman and NonExecutive Independent Director
2.	Ms. Priyanka Jha	Member & Non-Executive Independent Women Director
3..	Mr. Anshul Agarwal	Member and Non-Executive Director

• Stakeholders’ Relationship Committee

The Stakeholder Relationship Committee met four times during the year under review as under

1. 30.05.2023

2. 14.08.2023

3. 10.11.2023

4. 14.02.2024

The Composition of Stakeholder Relationship Committee is as under:

Sr No.	Name of the Member	Designation
1.	Ms. Priyanka Jha (w.e.f 18th July, 2022)	Chairman & Non-Executive Independent Women Director
2.	Mr. Shonit Dalmia	Member and Executive Director
3.	Mr. Anshul Agarwal	Member and Non-Executive Director

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and nonbusiness risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. All major properties of the Company are insured.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013:

All transactions with the related parties entered during the year are ongoing and on arm''s length basis. No Material Related Party Transaction was entered during the year by your Company as per Section 188 of the Companies Act, 2013. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable.

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

The details as required under Section 186 of the Companies Act, 2013 of loans and guarantee made by your Company during the financial year 2023-24 are given under Notes to Accounts on financial statements. The Company has not made any investments during the year.

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

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on Company''s operations in future.

INTERNAL FINANCIAL CONTROL WITH REFRENCE TO THE FINANCIAL STATEMENTS:

The Company has Internal Financial Control System commensurate with the size, scale and complexity of its operations. The Company monitors and evaluates the efficacy and adequacy of internal control system in place, its compliance with operating systems, accounting procedures and policies.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

WHISTLE BLOWER/VIGIL MECHANISM POLICY:

The Company has a Vigil Mechanism / Whistle Blower Policy on our website www.konarkgroup.co.in. to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil mechanism Policy is posted on the website of the Company at https://konarkgroup.co.in/wp-content/uploads/2016/04/Vigil-Mechanism-Policy.pdf. We affirm that during the financial year 2023- 24 no employee or director was denied access to the Audit Committee.

The Members at the 37^th Annual General Meeting of the Company held on 30^th September, 2021, appointed M/s Jhunjhunwala Jain & Associates LLP, Chartered Accountants, Mumbai (FRN: 113675W), as Statutory Auditors of the Company for a period of 5 (five) years and who shall hold such office from the conclusion of 37^th Annual General Meeting till the Conclusion of 42^nd Annual General Meeting to be held for the financial year 2025-26. M/s Jhunjhunwala Jain & Associates LLP, Chartered Accountants and Statutory Auditors of the Company tendered their resignation w.e.f 14^th August, 2023 for non-acceptance of their request by the Audit Committee and the Board for increase in remuneration for carrying out audit services from the financial year 2023-24 onwards. Accordingly, the Board of Directors of the Company at their meeting held on 5th September, 2023,on the recommendation of Aduit Committee approved and recommended the appointment of M/s Bhuwania & Agrawal Associates, Chartered Accounts, Mumbai having FRN: 101483W and Peer Review Certificate No. 014197 issued by Peer Review Board of ICAI , as Statutory Auditors to fill the casual vacancy caused by the resignation of M/s Jhunjhunwala Jain & Associates LLP. Statutory Auditors. Accordingly the members of the Company at the 39^th Annual General Meeting held on Saturday 30^th September, 2023 approved the appointment of M/s Bhuwania & Agrawal Associates, Chartered Accounts, Mumbai having FRN: 101483W and Peer Review Certificate No. 014197 issued by Peer Review Board of ICAI , as Statutory Auditors to fill the casual vacancy and to hold such office from 15^th August, 2023 till the conclusion of 39^th Annual General Meeting of the Company. M/s Bhuwania & Agrawal Associates, Chartered Accounts, Mumbai, had given their consent and eligibility to this effect.

Further, the term of M/s Bhuwania & Agrawal Associates, Chartered Accounts, Mumbai having FRN: 101483W and Peer Review Certificate No. 014197 Issued by Peer Review Board of ICAI as Statutory Auditors to fill the casual vacancy caused by the resignation of M/s Jhunjhunwala Jain & Associates LLP. Statutory Auditors was expiring at the conclusion of 39^th Annual General Meeting and being eligible have given their consent and eligibility for appointment as Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of 39^th Annual General Meeting.

The Members of the Company at the 39^th Annual General Meeting accorded their approval to the appointment of M/s Bhuwania & Agrawal Associates, Chartered Accounts, Mumbai having FRN: 101483W and Peer Review Certificate No.014197 issued by Peer Review Board of ICAI as Statutory Auditors for a period of 5 (five) years from the conclusion of 39^th Annual General Meeting till the conclusion of 44^th Annual General Meeting.

SECRETARIAL AUDITOR:

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. KRS AND CO, Company Secretaries, Thane i to undertake Secretarial Audit of the Company for the year 2023 - 24. The Secretarial Audit Report is annexed herewith as ‘Annexure IV’ and forms part of this report.

INTERNAL AUDITOR:

The Company had appointed M/s. Kamlesh Duggar & Co., Chartered Accountants, Mumbai as its Internal Auditor for the financial year 202324. The Internal Auditor givestheir report on quarterly basis to the Audit Committee.

Based on the report of internal audit, management undertakes corrective action in respective areas and thereby strengthens the controls.

COST AUDITORS:

As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost auditors, the company was not liable to appoint Cost auditors for the financial year 2023-24.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be me ntioned in this Report.

REMARKS ON QUALIFICATION BY STATUTORY AUDITORS AND SECRETARIAL AUDITORS:

The Statutory Auditors'' report does not have any qualification / observation/adverse remark and the report is self -explanatory.

Further, the observations of Secretarial Audit Report for the year under review is as under along with the reply of the Management of the Company

1. The Company has extended interest free loan to its Subsidiary Company (India Denim Limited) and there is no stipulation on the repayment of the said loan.

Reply: Considering the financial condition of the subsidiary company the Company extended interest free loan

REPORT ON CORPORATE GOVERNANCE:

As per Schedule V Part C of Listing obligation and disclosure requirements, the provision of corporate governance is not applicable to the Company as equity share capital of the company does not exceed 10 crores and net worth of the Company does not exceed 25 Crore as on last previous Financial Year.

Note - As per Schedule V Part C [(10) (i)] of Listing obligation and disclosure requirements, Company does not require to take certificate of ‘Non- Disqualification of Director'' from practicing Company Secretary.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Lis ting Obligation and Disclosure Requirements) Regulation, 2015, is annexed under Annexure VI to this report.

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

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no complaint on sexual harassment during the year under review.

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

Details regarding conservation of energy, technology absorption, foreign exchange earnings and outgo is given in ‘Annexure V’.

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

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

CORPORATE SOCIAL RESPONSIBILITY:

Provisions Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 201 4 is not applicable to the Company during the year under review.

Listing Fees:

The Company is Listed on BSE Limited. The Company has paid the Listing Fees for the Financial Year 2023-24. The Company is yet to pay the listing fees for 2024-25.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability Report (BRSR) is not applicable to the Company as it is not included in the top 1000 listed entities by market capitalization as on 31st March 2024. While the formal requirements of BRSR do not apply, the Company remains committed to maintaining high standards of business responsibility and sustainability in its operations.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Transfer of unclaimed dividend to IEPF

Since there is no unclaimed/ un-paid dividend with the Company, no amount was transferred from the Unclaimed Divided Account to the Investor Education and Protection Fund (IEPF) established by the Central Government during the Financial Year 2023-24.

Transfer of shares to IEPF

In accordance with Section 124 of the Companies Act, 2013 no equity shares, has been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the Financial Year 2023-24.

OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same is not applicable.

No application has been made under Insolvency and Bankruptcy Code: hence requirement to disclose the details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable to the Company.

The requirement to disclose the details of difference between amount of valuation done at the time of onetime settlement and valuation done while taking loan from the Banks and Financial Institutions along with the reasons thereof is also not applicable.

ENHANCING SHAREHOLDER VALUE

Your company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance.

CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations.. Important factors that could influence the Company''s operation include global and domestic demand and supply conditions affecting selling prices of Raw Materials, Finished Goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and various other factors.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere appreciation for the assistance and co-operation received from all the Government departments, Banks, Financial Institutions, other business constituents and members during the year under review and also look forward to their continued support in the future.

Your Directors also wish to place on record their deep appreciation for the committed services of the employees of the Company.

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Mar 31, 2015

Dear Members,

The Directors presents the 31st Annual Report together with the Audited Financial Statements of the Company for the financial year ended on 31st March 2015:

FINANCIAL HIGHLIGHTS:

(Rs. in Lacs)

Particulars For the Year For the Year ended ended 31st March, 2015 31st March, 2014

Total Revenue 11558.22 10714.59

Less: Total Expenses 10648.16 9932.05

Profit before Depreciation & 910.06 782.54 Amortization expenses, Finance Cost and Tax

Less: Depreciation and Amortization 408.42 272.51 Expenses Less: Finance Cost 403.40 366.80

Profit before exceptional and 98.24 143.23 extraordinary items and tax

Less: Prior Period Expenses 0.48 -

Less: Short Provision for Taxation - 0.01

Profit before Exceptional Item & Tax 97.76 143.22

Less: Exceptional Item - -

Profit before tax 97.76 143.22

Less: Provision for tax 37.99 34.21

Profit after tax 59.77 109.01

Balance of profit as per last Balance 1137.69 1028.68 Sheet

Balance of profit carried to Balance 1098.33 1137.69 Sheet

REVIEW OF BUSINESS OPERATIONS:

During the year under review, the Company earned total revenue of Rs. 11558.22 Lacs as against Rs. 10714.59 Lacs in the previous year. The revenue out of operations earned to Rs.11414.07 Lacs and other income earned to Rs. 144.15 Lac. The profit before tax was Rs.97.76 Lacs as against Rs. 143.22 Lacs in previous year. The profit after tax was Rs.59.77 Lacs as against Rs. 109.01 Lacs in the previous year.

The profit of the Company has been impacted majorly due to change in depreciation policy as per the Schedule II of the Companies Act, 2013. Accordingly, the carrying amount of the fixed assets as on 1st April, 2014 has been depreciated over the remaining revised useful life of the fixed assets. Consequently, an amount of Rs.99.12 Lacs had been reduced from retained earnings in first quarter ended June, 2014.

TEXTILE DIVISION:

The Primary segment of the Company is Textile and there is no geographic segment as such. During the year under review, the textile division has achieved a consolidated turnover of Rs.15416.97 Lacs only as compared to Rs. 15,625.81 Lacs in the previous year. The Company continues to focus on measures to improve the efficiency of financial performance of this division.

The year under review was one of the most challenging years for the textile sector across the world. Despite the extreme difficultly in the business environment, the Company has managed to survive and earned revenue from the operations. Your Directors are optimistic about the future growth of the Company and are putting their best efforts to accelerate the growth speed.

POWER DIVISION:

The Company has one other segment i.e. Power Generation (Energy) which had started in last quarter of the Financial Year 2011-12 operating through its step down subsidiary company Konark Gujarat PV Private Limited. During the financial year 2014-15, the revenue earned from power generation activity was Rs. 1446.78 Lacs as compared to Rs. 1450.24 Lacs in the previous year. The Company continues to focus on cost reduction measures and improve efficiency to pathway the business in this division.

SHARE CAPITAL:

There was no change in Share Capital of the Company during the year 2014-15.

DIVIDEND:

To conserve the resources for future business requirements of the Company, your Directors do not recommend any payment of dividend for the year under review.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

EXTRACTOR ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure I.

DIRECTORS AND KMP:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Amitabh Kejriwal, Whole Time Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re- appointment. Mr. Amitabh Kejriwal is proposed to be re-appointed as Whole-Time Director of the Company for a further period of three years w.e.f. 1st April, 2015, subject to the approval of members. Your Board recommends his re- appointment.

The Board of Directors of the Company appointed Ms. Kavita Bhat as an Additional (Independent) Director of the Company for a period of five years w.e.f. 31" March, 2015, subject to approval of shareholders at the ensuing Annual General Meeting. The Company has received a notice along with requisite deposit from a member of the Company under Section 160 of Companies Act, 2013 proposing her candidature for the office of Director of the Company. Your Board recommends her appointment.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement entered into with the Stock Exchange.

As stipulated under the Clause 49 (VIII) (E) of the Listing Agreement, brief resume of the Directors proposed to be appointed/re-appointed are given in the Notice convening 31 "Annual General Meeting.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Ramniwas Bhawarlal Somany was redisignated as Chief Financial Officer (CFO) of the Company w.e.f. 31" March, 2015 and Mr. Mehnuddin Khan was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 18th August, 2015.

ANNUAL PERFORMANCE EVALUATION BYTHE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders' Relationship Committees. The Board has devised questionnaire to evaluate the performances of each of executive and non-executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. Atentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The Board met ten times during year the details of which are given in the Corporate Governance Report. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS'RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3)(c)of the Companies Act, 2013 state that:

a. in the preparation of the annual accounts, the applicable Accounting Standards (except AS-15) have been followed along with proper explanation relating to material departures, if any;

b. 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;

c. the directors have 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 have 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 were operating effectively; and

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

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for appointment and remuneration of Directors, Senior Management including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013. The Remuneration Policy is stated in the Report on Corporate Governance.

PARTICULARS OF REMUNERATION:

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure IV to this Report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

The Company has 3 Subsidiary Companies and 3 Step-down Subsidiary Companies. During the year, the Board of Directors ('the Board') reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of the subsidiaries in the prescribed format AOC-1 is appended as Annexure II to the Board's report. The statement also provides the details of performance, financial positions of each of the subsidiaries.

The Company does not have any Joint Venture / Associate. During the year, no company became or ceased to be the Company's subsidiary, joint venture or associate company.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.konarkgroup.co.in. These documents will also be available for inspection at the registered office of the Company and of the subsidiary companies during business hours on all working days and during the Annual General Meeting.

COMMUTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year are provided in the "Report on Corporate Governance", forming part of this Annual Report.

AUDIT COMMITTEE AND ITS COMPOSITION

The composition of the Audit Committee is as under and the same has been given in Corporate Governance Report as required under Clause 49 of the Listing Agreement, which is annexed to this report.

As on 31st March, 2015, the Audit Committee comprised of Mr. Mahendra Agarwal, Mr. Satish Deshmukh, Independent Directors and Mr. Prakashchand Dalmia, Chairman and Managing Director of the Company.

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing and accounting matters. It also supervises the Company's internal control and financial reporting process.

Mr. Mahendra Agarwal is the Chairman of Audit Committee of the Company. The Compliance Officer of the Company acts as the Secretary to the Committee.

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013

All Related Policy Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis. No Material Related Party Transactions, were entered during the year by your Company as per section 188 of the Companies Act, 2013 which require approval of the member. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in FormAOC-2 is not applicable.

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

The details of loans, guarantee or investment made by your Company under Section 186 of the Companies Act, 2013 during the financial year 2014-15 are given under Notes to Accounts of financial statements.

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

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company's operations in future.

WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil mechanism Policy is explained in the Corporate Governance Report and also posted on the website of the Company. We affirm that during the financial year 2014-15, no employee or director was denied access to the Audit Committee.

STATUTORY AUDITORS:

M/s. Bhuwania & Agrawal Associates., Chartered Accountants, Mumbai (FRN:101483W), the Statutory Auditors of your Company hold office as such upto the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013 and they are not disqualified from being appointed as Auditors.

Your Directors recommend the re-appointment of M/s. Bhuwania & Agrawal Associates., Chartered Accountants, Mumbai, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting up to the conclusion of next Annual General Meeting of the Company and to audit financial statements for the financial year 2015-16.

In respect to the remarks made by the Auditors in their Standalone & consolidated reports relating to non-provision of Gratuity mentioned under the heading "Emphasis of Matter; your Directors would like to state that as a policy, the Company recognizes expenditure towards Gratuity only as and when liability for payment arises.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. Manish Ghia & Associates, Company Secretaries, Mumbai is appended as Annexure III and forms part of this report.

In respect to the Secretarial Auditors' remarks in their report, the Company would like to state as under:

* Non-appointment of Company Secretary:

The Company has appointed the Whole-Time Company Secretary at its meeting held on 14th August, 2015.

* The annual consolidated financial results and consolidated financial accounts for the quarter and year ended 31st March, 2014 were adopted and submitted to Stock Exchanges on 18th June, 2014.

Since, the financials of one of the subsidiary companies was not ready; the annual audited consolidated financial result and consolidated financial accounts were adopted on 18th June, 2014.

INTERNALAUDIT:

The Company has appointed M/s. Kaushik Shahukar & Co., Chartered Accountants, Mumbai as its Internal Auditor. The Internal Auditor has given his reports on quarterly basis to the Audit Committee.

Based on the report of internal audit, management undertakes corrective action in their respective areas and thereby strengthens the controls.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchange, the following have been made a part of the Annual Report and are annexed to this report:

* Management Discussion and Analysis

* Corporate Governance Report

* Auditors' Certificate regarding compliance of conditions of Corporate Governance.

LISTING OF SECURITIES:

The Company's shares are listed on BSE Limited (BSE). The Company has paid listing fees to BSE Limited for the financial year 2015-2016.

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

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no complaint on sexual harassment during the year under review.

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

Details regarding Conservation of energy, technology absorption, foreign exchange earnings and outgo is given as in AnnexureV.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation for the assistance and co-operation received from all the Government departments, Banks, Financial Institutions, other business constituents and members during the year under review and also look forward to their continued support in the future.

Your Directors also wish to place on record their deep appreciation for the committed services of the employees of the Company.

For and on Behalf of the Board of Directors

Place: Mumbai Prakashchand Dalmia Date: 14th August, 2015 Chairman & Managing Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report together with the Audited Financial Statements of the Company for the financial year ended on 31st March 2014:

FINANCIAL HIGHLIGHTS: (Rs. in Lacs)

Sr. Particulars For the Year For the Year ended ended No. 31st March, 31st March, 2014 2013

1. Total Revenue 10714.59 10506.72

2. Less: Total Expenses 9932.05 9483.26

3. Profit before Depreciation & Amortization expenses,Finance Cost and Tax 782.54 1023.46

4. Less: Depreciation and Amortization Expenses 272.51 273.70

Less: Finance Cost 366.80 614.35

5. Profit before exceptional and extraordinary items and tax 143.23 135.41

6. Less: Prior Period Expenses - 0.37

Less: Short Provision for Taxation 0.01 (1.20)

7. Profit before Exceptional Item & Tax 143.22 136.24

8. Less: Exceptional Item - -

9. Profit before tax 143.22 136.24

10. Less: Provision for tax 34.21 43.72

11. Profit after tax 109.01 92.52

12. Balance of profit as per last Balance Sheet 1028.68 936.16

13. Balance of profit carried to Balance Sheet 1137.69 1028.68

REVIEW OF BUSINESS OPERATIONS:

During the year under review, the Company earned total revenue of Rs. 10714.59 Lacs as against Rs. 10506.72 Lacs in the previous year. The revenue out of operations earned to Rs. 10550.50 Lacs and other income earned to Rs. 164.09 Lacs. The profit before tax was Rs. 143.22 Lacs as against Rs. 136.24 Lacs in previous year. The profit after tax was Rs. 109.01 Lacs as against Rs. 92.52 Lacs in the previous year.

TEXTILE DIVISION:

The Primary segment of the Company is Textile and there is no geographic segment as such. During the year under review, the textile division has achieved a consolidated turnover of Rs. 15,625.81 Lacs as compared to Rs. 15,968.28 Lacs in the previous year. The financial performance of Textile Division was satisfactory as compared to the previous year.

The year under review was one of the most challenging years for the textile sector across the world. Despite the extreme difficultly in the business environment, the Company has managed to survive and earned revenue from the operations. Your Directors are optimistic about the future growth of the Company and are putting their best efforts to accelerate the growth speed.

POWER DIVISION:

The Company has one other segment i.e. Power Generation (Energy) which had started in last quarter of the Financial Year 2011-12 operating through its step down subsidiary company ''Konark Gujarat PV Private Limited''. During the financial year 2013-14, the revenue earned from power generation activity was Rs. 1450.24 Lacs as compared to Rs. 1404.15 Lacs in the previous year. The Company continues to focus on cost reduction measures and improve efficiency to pathway the business in this division.

DIVIDEND:

To conserve the resources for future business requirements of the Company, your Directors do not recommend any payment of dividend for the year under review.

DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Prakashchand Dalmia, Managing Director of the Company, retires by rotation and being eligible, offers himself for re-appointment.

Further, in terms of the provisions of Sections 149 and 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 which became effective from 1st April, 2014, an Independent Director of a Company can be appointed for a term of 5 consecutive years and shall not be liable to retire by rotation. To comply with these provisions, it is proposed to appoint Mr. Mahendra Agrwal and Mr. Satish Deshmukh as Independent Directors of the Company to hold office as such upto 31st March, 2019, subject to the approval of members. Your Board recommends their appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock Exchange. Your Board recommends for their appointment as aforesaid.

Brief resume of the Directors proposed to be appointed / re-appointed as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchange are given in the Notice convening 30th Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217 (2AA) of the Companies Act 1956, the Board of Directors of your Company hereby confirm that:

i) In the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable Accounting Standards (except AS-15) have been followed and proper explanation relating to material departures have been given wherever necessary;

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 as at 31st March, 2014 and of the profits of the Company for the year ended on that date;

iii) The Directors have 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 for preventing and detecting fraud and other irregularities; and

iv) The Directors have prepared the Annual Accounts for the financial year ended 31st March, 2014 on a "Going Concern" basis.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

The Ministry of Corporate Affairs (MCA) vide General Circular No.2/2011 No. 51/12/2007-CL-III dated 8th February, 2011 read with General Circular No.3/2011 No. 5/12/2007-CL-III dated 21st February, 2011 has granted a general exemption from attaching the Balance Sheet of subsidiary companies with holding company''s Balance Sheet if the holding company presents in its Annual Report the Consolidated Financial Statements duly audited by its Statutory Auditors. The Company is publishing Consolidated Financial Statements in its Annual Report and accordingly, the Company is not attaching the Balance Sheets of the subsidiary companies.

Further, as required under the said circular, a statement of financial information of the subsidiary companies viz. India Denim Limited, Konark Infratech Private Limited and Konark Greentech Private Limited and step down subsidiary companies viz. Konark Gujarat PV Private Limited (subsidiary company of Konark Infratech Private Limited), Konark Wind Projects Private Limited and Konark Natural Foods Private Limited (formally known as Konark Solartech Private Limited) (subsidiary companies of Konark Greentech Private Limited) is given in Annexure attached to this Report.

The Annual Accounts of the above referred subsidiary and step down subsidiary companies are available on the Company''s website i.e. www.konarkgroup.co.in and shall be made available to the shareholders of the Company and of the subsidiary companies on request and will also be kept open for inspection at the Registered Office of the Company and of the subsidiary companies during the office hours on all working days and during the Annual General Meeting.

PUBLIC DEPOSITS:

Your Company has neither accepted nor renewed any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules made thereunder during the year ended 31st March 2014.

AUDITORS:

M/s. Bhuwania & Agrawal Associates, Chartered Accountants, Mumbai (FRN:101483W) the Statutory Auditors of your Company hold office upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them regarding their willingness to act as Statutory Auditors of the Company. The Company has also received a certificate from them to the effect that their re-appointment, if made, would be in compliance with the conditions prescribed under Section 139 of the Companies Act, 2013 and they satisfy the criteria as provided under Section 141 of the Act.

Your Directors recommend the re-appointment of M/s. Bhuwania & Agrawal Associates, Chartered Accountants, Mumbai as Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit the financial statements for the financial year 2014-2015.

AUDITORS'' REMARKS:

In respect to the remarks made by the Auditors in their report relating to non-provision of Gratuity, your Directors would like to state that as a policy, the Company recognizes expenditure towards Gratuity only as and when liability for payment arises.

COST AUDITORS:

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and in terms of Circular No. F. No. 52/26/CAB- 2010 dated 30th June, 2011 and 52/26/CAB-2010 dated 24th January, 2012 issued by Ministry of Corporate Affairs, Cost Audit Branch, the Company with the prior approval of the Central Government has appointed Mr. Sandeep Kumar Poddar, Practising Cost Accountant, Mumbai as the Cost Auditors of the Company for Audit of the cost accounting records for the financial year 2013-14.

LISTING OF SECURITIES:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid the Annual listing fees to the BSE Limited and custodian fees to the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the financial year 2014-2015.

Pursuant to Clause 49 of the Listing Agreement entered into with the BSE Limited, the following have been made a part of the Annual Report and are attached to this report:

* Management Discussion and Analysis Report

* Corporate Governance Report

* Certificate regarding compliance of conditions of Corporate Governance

PARTICULARS OF EMPLOYEES:

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, hence no such particulars are furnished.

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

The Company has constituted an Internal Compliant Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaint was filed before the said Committee.

PARTICULARS OF CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION:

The disclosure of particulars with respect to conservation of energy, research and development and technology absorption, adoption and innovation pursuant to the provisions of 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, is annexed hereto and forms part of this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs. in Lacs)

Particulars 2013-14 2012-13

Foreign Exchange Earning 16.99 -

Foreign Exchange Outgo 9.24 7.12

ACKNOWLEDGMENTS:

Your Directors take this opportunity to express their sincere appreciation for the assistance and co-operation received from all the Government departments, Banks, Financial Institutions, other business constituents and members during the year under review and also look forward to their continued support in the future.

Your Directors also wish to place on record their deep appreciation for the committed services of the employees of the Company.

For and on Behalf of the Board of Directors

Place: Mumbai Prakashchand Dalmia Date : 14th August, 2014 Chairman & Managing Director

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Mar 31, 2012

The Directors are pleased to present the 28th Annual Report together with the Audited Accounts of your Company for the financial year ended 31stMarch, 2012:

FINANCIAL RESULTS:

(Rs. in Lacs)

Sr. Particulars For the Year ended For the Year ended No. 31st March, 2012 31s1 March, 2011

1. Total revenue 9638.09 8765.88

2. Less: Total Expenses 8713.89 7778.35

3. Profit before Depreciation & Amortization expenses, Finance Cost and tax 924.20 987.53

4. Less: Depreciation and Amortization expenses 275.89 278.38

Less: Finance Cost 463.67 469.69

5. Profit before exceptional and extraordinary items and tax 184.64 239.46

6. Less: Prior Period Expenses 4.45 0.10

Less: Short Provision for Taxation 2.20 12.82

7. Profit before Exceptional Item & Tax 177.99 226.54

8. Less: Exceptional Item - -

9. Profit before tax 177.99 226.54

10. Less: Provision for tax 59.67 55.98

11. Profit after tax 118.32 170.56

12. Balance of profit as per last Balance Sheet 817.84 748.07

13. Balance available for appropriation 936.16 918.63

14. Proposed Rate of Dividend - 7.50%

15. Proposed Dividend - 43.56

16. Tax on Dividend - 7.24

17. Transferto General Reserve - 50.00

18. Balance of profit carried to Balance Sheet 936.16 817.84

REVIEW OF BUSINESS OPERATIONS:

During the year under review, the Company earned total revenue of Rs. 9638.09 Lacs as against Rs. 8765.88 Lacs in the previous year. The revenue out of operations earned to Rs. 9615.23 Lacs and other income earned to Rs. 22.86 Lacs. The profit before tax was Rs. 177.99 Lacs as againstRs. 226.54 Lacs in previous year. The profit after tax was Rs. 118.32 Lacsas against Rs. 170.56 Lacs in the previous year.

TEXTILE DIVISION:

Textile has been identified as Primary Segment (Products) and there is no geographic segment as such during the year under review. The textile division achieved a turnover of Rs. 15021.69 Lacs as compared to Rs. 14109.76 Lacs in the previous year. The financial performance of Textile Division has improved compared to the previous year.

The year under review was one of the most challenging years for the textile sector across the world. Despite the extremely difficult business environment, the Company could manage to show better results in domestic market. Your Directors are optimistic about the future growth of the Company and are putting their best efforts to accelerate the growth speed.

POWER DIVISION:

The Company has identified the other segment as Power Generation (Energy) which has been started from the last quarter of Financial Year 2011-12 operating through its step down subsidiary company Konark Gujarat PV Private Limited. The revenue earned from power generation activity was Rs. 350.10 Lacs. The Company continues to focus on cost reduction measures and improve efficiency to orbit the business in this division.

DIVIDEND:

To conserve the resources for future business requirements of the Company, your Directors do not recommend any payment of dividend for the year under review.

DIRECTORS:

In accordance with the provision of section 256 of the Companies Act, 1956, and the Articles of Association of the Company, Mr. Amitabh Kejriwal retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board recommends for his re-appointment.

Further, Mr. Prakashchand Dalmia was re-appointed as Managing Director of the Company for a further period of 5 (Five) years w.e.f. 1st July, 2012 subject to the approval of shareholders. Your Board recommends for your approval.

DIRECTORS'RESPONSIBILITYSTATEMENT:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act 1956, your Directors hereby state and confirm that:

i) In the preparation of the Annual Accounts for the year ended 31st March, 2012, the applicable accounting standards (except AS 15) have been followed and no material departures have been made from the same;

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 as at 31st March, 2012 and Profit of the Company for the year ended on that date;

iii) The Directors have 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 for preventing and detecting fraud and other irregularities;

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

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

The Ministry of Corporate Affairs (MCA) vide General Circular No.2/2011 No. 51/12/2007-CL-lll dated 8th February, 2011 read with General Circular No.3/2011 No. 5/12/2007-CL-lll dated 21st February, 2011 has granted a general exemption from attaching the Balance Sheet of subsidiary companies with holding company's Balance Sheet, if the holding company presents in its Annual Report the Consolidated Financial Statements duly audited by its statutory auditors. The Company is publishing consolidated financial statements in the Annual Report and accordingly, the Company is not attaching the Balance Sheets of the subsidiary companies to its Balance Sheet.

Further, as required under the said circular, a statement of financial information of the subsidiary companies viz. India Denim Limited, Konark Infratech Private Limited and Konark Greentech Private Limited and step down subsidiary Companies viz. Konark Gujarat PV Private Limited (subsidiary company of Konark Infratech Private Limited), Konark Wind Projects Private Limited (Formerly known as Konark Rajasthan PV Private Limited) and Konark Solartech Private Limited (subsidiary Companies of Konark Greentech Private Limited) is also attached.

The Company has acquired 10,000 Equity Shares of Rs. 10/- each of Konark Greentech Private Limited from Konark Infratech Private Limited on 9th August, 2011 and accordingly it has become the wholly owned subsidiary of the Company from that date.

The Annual Accounts of the above referred subsidiary and step down subsidiary companies shall be made available to the shareholders of the Company and of the subsidiary companies on request and will also be kept open for inspection at the Registered Office of the Company and of the subsidiary companies during the office hours on all working days, during the Annual General Meeting and also on the Company's website i.e. www.konarkgroup.co.in.

PUBLIC DEPOSITS:

Your Company has neither accepted nor renewed any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules made thereunderduring the yearended 31stMarch,2012.

AUDITORS:

M/s. Bhuwania & Agrawal Associates, Chartered Accountants, Mumbai the Statutory Auditors of the Company holds the office upto the conclusion of the ensuing Annual General Meeting and being eligible, have offered for re-appointment.

The Company has received a letter from them to the effect that their re-appointment, if made would be in conformity with the limits prescribed under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of section 226 of the said Act. The Board recommends for their re-appointment.

AUDITORS'REPORT:

In respect to the remarks made by the Auditors in their report relating to non-provision of Gratuity, your Directors would like to state that as a policy, the Company recognizes expenditure towards Gratuity only as and when liability for payment arises.

COST AUDITORS:

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and in terms of the Companies (Cost Accounting Records) Rules, 2011 dated 3rd June, 2011 issued by Central Government and subject to the approval ofthe Central Government and the Company has appointed Mr. Sandeep Kumar Poddar, Practising Cost Accountant as the Cost Auditors ofthe Company for Audit ofthe cost accounting records for the financial year 2012-13.

LISTING OF SECURITIES:

The Equity Shares ofthe Company are listed at BSE Limited. The Company has paid the Annual listing fees for the year 2012 - 2013 to the BSE Limited and custodian fees to the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

CORPORATE GOVERNANCE:

The Company has complied with the provisions ofthe Clause 49 ofthe Listing Agreement during the year under review. A detailed report on compliance of the Corporate Governance along with certificate from Auditors and Management Discussion & Analysis Report are attached to this report.

PARTICULARS OF EMPLOYEES:

As required under the provisions of Section 217(2A) ofthe Companies Act, 1956 read with Companies (Particulars of Employee) Rules, 1975, as amended, no employees were in receipt of remuneration exceeding the limits as prescribed under that section and rules made thereunder, hence no such particulars are furnished.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION:

The disclosure of particulars with respect to conservation of energy, research and development and technology absorption, adoption and innovation pursuant to the provisions of 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, is annexed hereto and forms part of this report.

FOREIGN EXCHANGE EARNINGS AND OUTGO: (Rs. in Lacs)

Particulars 2011-12 2010-11

Foreign Exchange Earning - 6.16

Foreign Exchange Outgo 6.52 16.92

ACKNOWLEDGEMENTS:

Your Directors would take this opportunity to express their sincere appreciation for the assistance and co-operation received from all the Government departments, Banks, Financial Institutions, other business constituents and members during the year under review and also looks forward to their continued support in the future.

Your Directors also wish to place on record their deep appreciation for the committed services of the employees of the Company.

For & on Behalf of the Board of Directors

Place: Mumbai Prakashchand Dalmia

Date: 30th June, 2012 Chairman & Managing Director

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Mar 31, 2010

The Directors are pleased to present the 26th Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2010:

FINANCIAL RESULTS

(Rupees in Lacs)

Particulars For the year ended For the year ended

31.03.2010 31.03.2009

Total Income 7795.84 6952.36

Earnings/ (Loss) before finance charges, Depreciation & Tax 730.30 722.51

Less: Finance charge 329.05 359.50

Earnings before depreciation, tax & Amortization (EBDTA) 401.25 363.01

Less: Depreciation 211.96 194.04 Earnings / (Loss) before Tax (EBTA) 189.29 168.97

Taxation : Current tax including F.B.T 34.00 24.05

: Deferred tax (Assets) 41.29 80.62

Profit/(Loss) After Tax (PAT) 114.00 64.30

Prior period adjustment 2.93 0.70

Short provision for income tax in earlier year 0.28 1.18

Balance in Profit/loss Account 701.26 638.84

Profit available for appropriation 812.05 701.26

Appropriation:

Transfer to General Reserve 30.00 0.00

Proposed Dividend 29.04 0.00

Tax on Proposed Dividend 4.93 0.00

Balance carried to Balance Sheet 748.08 701.26

REVIEW OF BUSINESS OPERATIONS

During the year under review, the Company achieved a gross turnover of Rs. 7607.35 Lac as against Rs. 6785.64 Lac in the previous year recording a growth of 12.10%. The Profit before tax stood to Rs. 189.29 Lac as against Rs. 168.97 Lac in the previous year recording an increase by 12.02%.

The year under review was one of the most challenging years for the textile sector across the world. Even in the challenging situation, your Company managed to earn Foreign Exchange equivalent to Rs. 350.54 Lac as against Rs. 346.97 Lac in the previous, year. Despite the extremely difficult business environment, the Company managed to endure this difficult period. Your Directors are optimistic about the future growth of the Company and are putting their best efforts to accelerate the growth speed.

DIVIDEND

Your Directors are pleased to recommend a dividend @ Re. 0.50 per Equity Share on 5808000 Equity Shares of Rs.10/- each aggregating Rs. 2904000/- for the financial year ended 31" March 2010 subject to the approval of Shareholders at the Annual General Meeting. The outgo on account of this dividend will absorb Rs. 33.98 Lac (including dividend tax payable of Rs. 4.94 Lac).

The dividend, if approved, shall be payable to those members whose names appears in the Register of members as on 24* September 2010.

DIRECTORS

In accordance with the provision of the Companies Act, 1956 and the Articles of Association of the Company Mr. Mahendra Agarwal and Mr. Amitabh Kejriwal retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Board recommends for their re-appointment.

Further, Mr. Amitabh Kejriwal was re-appointed as Whole Time Director of the Company for a further period of 5 (Five) years with effect from 1st April 2010 subject to the approval of the shareholders. Your Board recommends for your approval.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act 1956, your Directors hereby state and confirm that:

i) In the preparation of the Annual Accounts for the year ended 31" March 2010 the applicable accounting standards (except AS-15) have been followed and no material departures have been made from the same.

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 as at 318t March 2010 and Profit ofthe Company forthe year ended on that date.

iii) The Directors have 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 for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the accounts forthe financial year ended 31st March 2010 on a "going concern" basis.

STATEMENT UNDER SECTION 212 OF THE COMPANIES ACT, 1956

A statement pursuant to Section 212 of the Companies Act, 1956 relating to the Subsidiary Company M/s. India Denim Limited is annexed to this report. The Audited Accounts alongwith the report of the Board of Directors, Auditors Report thereon relating to said subsidiary for the year ended 31" March 2010 are attached to this report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the requirements of Accounting Standard-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements ofthe Company with the subsidiary company M/s. India Denim Limited have been prepared and are annexed to the Annual Report.

PUBLIC DEPOSITS

The Company has neither accepted nor renewed any public deposits and as such, no amount of principal or interest was outstanding on the Balance sheet date.

AUDITORS

M/s. Bhuwania & Agrawal Associates, Chartered Accountants, Mumbai the Statutory Auditors of the Company holds the office upto the conclusion ofthe ensuing Annual General Meeting and being eligible offered for re-appointment.

The Company has received a letter from them to the effect that their re-appointment, if made would be in conformity with the limits prescribed under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of section 226 of the said Act.

The Board recommends their re-appointment.

AUDITORS" REPORT

In respect to the remarks made by the Auditors in their report relating to non-provision of Gratuity, your Directors would like to state that as a policy, the Company recognizes expenditure towards Gratuity only as and when liability for payment arises.

LISTING OF SECURITIES:

The Equity Shares of the Company are listed at Bombay Stock Exchange Limited and The Ahmedabad Stock Exchange Limited. The Company has paid the Annual listing fees forthe year 2010 - 2011 to both the exchanges.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION:

The disclosure of particulars with respect to conservation of energy, research and development and technology absorption, adoption and innovation pursuant to the provisions of 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, is annexed hereto and forms part of this report.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company earned a foreign exchange equivalent to Rs. 350.54 Lac (Rs. 346.97 Lac) and used foreign exchange equivalent to Rs. 168.30 Lac (Rs. 22.20 Lac).

PARTICULARS OF EMPLOYEES

As per the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules, 1975, as amended, no employees were in receipt of remuneration exceeding the limits as prescribed under that section and hence no such particulars are furnished.

CORPORATE GOVERNANCE

The Clause 49 of the listing agreement, being the Corporate Governance has become applicable to the Company with effect from 1 st April 2009. The Company has complied with the provisions of the said Clause 49 during the year under review. A detailed report on compliance of the Corporate Governance along with certificate from Auditors and Management Discussion & Analysis Report are attached to this report.

ACKNOWLEDGEMENTS

Your Directors would take this opportunity to express its deep appreciation for the assistance and co-operation received from all the Government departments, Banks, Financial Institutions, other business constituents and members during the year under review and also looks forward to their continued support in the future.

Your Directors also wish to place on record their deep appreciation forthe committed services of the employees of the Company.

For and on behalf of the Board of Directors

Place: Mumbai Prakashchand Dalmia

Date : 29th May 2010 Chairman & Managing Director