Directors Report of LWS Knitwear Ltd.

Mar 31, 2024

The Directors of your company have pleasure in presenting the 35^th Annual Report together with Audited Accounts of the company for the financial year ended 31^st March 2024.

FINANCIAL HIGHLIGHTS

Particulars	Standalone (Rs. In Crores)
	2023-24	2022-23
Gross Income	75.13	62.62
Profit Before Interest and Depreciation	3.23	1.20
Finance expense	1.17	0.73
Depreciation and Amortization Expenses	0.09	0.10
Profit Before Tax	1.96	0.37
T ax expense	0.56	0.08
Net Profit After Tax	1.40	0.29

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

The Company is engaged in the manufacture of hosiery goods/knitted cloth/garments. Board expects the Company to grow in future.

IND AS

The Company had adopted Indian Accounting Standards (Ind AS) and Annual Financial Statements in the previous financial year. The Annual Financial Statements in current year have also been prepared in accordance with the Indian Accounting Standards ("IND AS ") as prescribed under the Companies (Indian Accounting Standards) Rules as amended from time to time notified under Section 133 of the Companies Act, 2013.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business activities of the Company.

DIVIDEND

The Board of Directors with the view to conserve the resources of company has not recommending any dividend this year.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided to carry Rs. 1.40 Crore to its reserves and surplus account.

CHANGES IN SHARE CAPITAL

There has been no change in Share Capital of the Company during the current Financial Year.

INFORMATION ABOUT SUBSIDIARY/ J V/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or Associate Company and the provisions regarding disclosure of names of companies which ceased to be the subsidiary, joint venture or associate companies are not applicable.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year and there is no unclaimed dividend.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the period from the end of the financial year to which this financial statement relate and on the date of this report

ANNUAL RETURN

As required under sub-section (3) of section 92 of the Companies Act, 2013 as amended, copy of the annual return will be placed on website of the Company www.lwsknitwear.com after filing with MCA, web link- https://www.lwsknitwear.com/annual returns.php .

MEETINGS OF THE BOARD OF DIRECTORS

During the current Financial Year, the Company held 9 (Nine) meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings-

21-04-2023
30-05-2023
18-07-2023
12-08-2023
01-09-2023
08-11-2023
18-12-2023
01-02-2024
13-02-2024

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company

confirms that-

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

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

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(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.

AUDITORS AND REPORT THEREON

M/s. Rajiv Rajinder and Co., Chartered Accountants (Firm Registration No. 016366N) were appointed on 21.04.2023 to fill the casual vacancy caused by the resignation of M/s. D R Gupta and Associates, Chartered Accountants w.e.f. closing hours of 11.04.2023. They held the position till the conclusion of the AGM in 2023 under casual vacancy.

There after the Board and shareholders had appointed of M/S. Parmod G Gupta & Associates, Chartered Accountants, (FRN 018870N) for five years in AGM 2024.

LOANS, GUARANTEES AND INVESTMENTS

The Company is a partner in M/s. LWS Knitwear, a partnership firm in which Shri Girish Kapoor, Managing Director of the Company is also a partner. Total investment in the firm is Rs. Nil at the close of the financial year.

RELATED PARTY TRANSACTIONS

The Company has entered into various Related Parties Transactions in ordinary course of business at arm’ s length as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. Further all the necessary details of transaction entered with the related parties are attached herewith in Form No. AOC- 2 for your kind perusal and information.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The Information pursuant to Section 134(3) (m) pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Outgo is provided in annexure herewith.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the element of risk threatening the Company’s existence is very minimal.

DIRECTORS AND KMP

During the current financial year following changes have occurred in the constitution of Board of Directors and KMP of the company-

S. No.	Name	Designation	Changes	Date of change
1	Mr. Arjun Kapoor	Non-Executive Director	Resigned	01.09.2023
2	Mr. Ashwani Kumar Sharma	Independent Director	Appointed	12.08.2023

3	Ms. Cheshta Sharma	Company Secretary	Resigned	30.05.2023
4	Ms. Laxmi Khatri	Company Secretary	Appointed	01.06.2023

DEPOSITS

The company has not accepted any deposits during the year and there are no unclaimed deposits.

PERSONNEL

The information required pursuant to Section 134(3) and Section 197(12) read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is attached herewith. Further, information required under Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is nil as no employee of the Company is in receipt of remuneration as stated therein.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee in its meeting held on 13.02.2024. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department in their meeting held on 13.02.2024 without the presence of non-independent directors.

CORPORATE GOVERNANCE

The corporate governance provisions are not applicable to your company but still the Company complies with some of the provisions on voluntary basis. The section on corporate governance forms a part of this annual report.

INDEPENDENT DIRECTORS AND DECLARATION

Mr. Ramesh Kumar Sharma, Ms. Neelam Bahri and Mr. Ashwani Kumar Sharma are serving as Independent Directors. Mr. Ashwani Kumar Sharma was appointed as independent directors on 12.08.2023. The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

The independent directors Mr. Ramesh Kumar Sharma, Ms. Neelam Bahri have cleared the proficiency test of the IICA and Mr. Ashwani Kumar Sharma is yet to clear the proficiency test of the IICA.

AUDIT COMMITTEE

According to Section 177 of the Companies Act, 2013 the company’s Audit Committee comprised of three directors and Chairman of the committee is Non-Executive Independent

Director. The board has accepted the recommendations of the Audit Committee. The Committee was reconstituted on 01^st September 2023 and the table sets out the present composition of the Committee-

SN	Name of the Director	Position held in the Committee	Category of the Director
1	Mr. Ramesh Kumar Sharma	Chairman	Non-Executive Independent Director
2	Ms. Neelam Bahri	Member	Non-Executive Independent Director
3	Mr. Arjun Kapoor%	Member	Non-Executive Promoter Director
4	Mr. Ashwani Kumar Sharma&	Member	Non-Executive Independent Director

& Appointed w.e.f. 12.08.2023 % Resigned w.e.f. 01.09.2023

The date of meetings of committee and attendance of members is given in report on corporate governance attached with the report.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act, 2013 the Company’s Nomination and Remuneration Committee comprises of three Non-Executive independent Directors and Chairman of the committee is Non-Executive Independent Director. The Committee was reconstituted on 01^st September 2023 and the table sets out the present composition of the Committee-

SN	Name of the Director	Position held in the Committee	Category of the Director
1	Mr. Ramesh Kumar Sharma	Chairman	Non-Executive Independent Director
2	Ms. Neelam Bahri	Member	Non-Executive Independent Director
3	Mr. Arjun Kapoor%	Member	Non-Executive Promoter Director
4	Mr. Ashwani Kumar Sharma&	Member	Non-Executive Independent Director

& Appointed w.e.f. 12.08.2023 % Resigned w.e.f. 01.09.2023

The date of meetings of committee and attendance of members is given in report on corporate governance attached with the report.

Terms of Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director’s performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence

of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time.

8. Any other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and rules made there under.

REMUNERATION POLICY Remuneration to Executive Directors

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Remuneration to Non-Executive Directors

The Non-Executive Directors have not been paid any sitting fees during the year under report. STAKEHOLDERS RELATIONSHIP COMMITTEE

Stakeholders Relationship Committee was reconstituted during the year and according to Section 178 of the Companies Act, 2013 which comprised of three Non-Executive Independent Directors and Chairman of the committee is Non-Executive Independent Director. The Committee was reconstituted on 01^st September 2023 and the table sets out the present composition of the Committee-

SN	Name of the Director	Position held in the Committee	Category of the Director
1	Mr. Ramesh Kumar Sharma	Chairman	Non-Executive Independent Director
2	Ms. Neelam Bahri	Member	Non-Executive Independent Director
3	Mr. Arjun Kapoor%	Member	Non-Executive Promoter Director
4	Mr. Ashwani Kumar Sharma&	Member	Non-Executive Independent Director

& Appointed w.e.f. 12.08.2023 % Resigned w.e.f. 01.09.2023

The date of meetings of committee and attendance of members is given in report on corporate governance attached with the report.

SECRETARIAL STANDARDS

The Directors state that the Company has complied with both the applicable Secretarial Standards i.e. SS- 1 and SS-2 relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively.

SECRETARIAL AUDIT REPORT

The Secretarial Auditor has given observations relating to updating of statutory registers, minutes books and website of the Company as per The Companies Act, 2016 and SEBI (LODR) Regulations, 2015. The Board has given instructions to concerned persons for doing the needful. Further the Secretarial Audit Report as provided by M/s Bhambri & Associates, Company Secretaries (CP 22626) for the financial year 2023-24 is annexed herewith for your kind perusal and information.

The following observation was observed by the secretarial auditor along with the comments from the Management of the Company:

1. The company has not complied with the provisions of SEBI PIT Regulations 3(5) and 3(6) w.r.t. recording of events in the SDD software whereby some of the events were missed out.

Reply

The company has adopted the sdd software and has been regularly complying with the said regulations, additionally some of the events were pointed out by the secretarial auditor to be recorded which were missed but the observation has been taken note by the company and has already adopted the same.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Regulation 22 of the SEBI(LODR) Regulations, 2015, the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company.

SHARES

a. Buy Back of Securities-The Company has not bought back any of its securities during the year under review.

b. Sweat Equity-The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares- The Company has not issued any Bonus Shares during the year under review.

d. Employees Stock Option Plan-The Company has not provided any Stock Option Scheme to the employees.

ORDER OF COURT

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.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are adequate and are in consonance with the size and operations of the Company and such internal financial controls are operating effectively. The Company had also appointed Mr. Dayanand Sahu as Internal Auditor as required under Section 138 of the Companies Act, 2013.

SHARES IN SUSPENSE ACCOUNT

i. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year=nil

ii. Number of shareholders who approached issuer for transfer of shares from suspense account during the year=nil

iii. Number of shareholders to whom shares were transferred from suspense account during the year=nil

iv. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year=nil

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

i. Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year=nil

ii. Number of shareholders who approached the issuer for transfer of shares from the Unclaimed Suspense Account during the year=nil

iii. Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year=nil

iv. Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year=nil

MANAGEMENT DISCUSSION AND ANALYSIS REPORT 1. Industry structure and development

India’s textiles sector is one of the oldest industries in the Indian economy, dating back to several centuries. The industry is extremely varied, with hand-spun and hand-woven textiles sectors at one end of the spectrum, with the capital-intensive sophisticated mills sector at the other end. The fundamental strength of the textile industry in India is its strong production base of a wide range of fibre/yarns from natural fibres like cotton, jute, silk and wool, to synthetic/man-made fibres like polyester, viscose, nylon and acrylic.

The decentralized power looms/ hosiery and knitting sector form the largest component of the textiles sector. The close linkage of textiles industry to agriculture (for raw materials such as cotton) and the ancient culture and traditions of the country in terms of textiles makes it unique in comparison to other industries in the country. India’s textiles industry has a capacity to produce a wide variety of products suitable for different market segments, both within India and across the

world.

Ludhiana is a leading producer of woolen and acrylic garments. The industry caters largely to domestic market; it is also exporting hosiery goods which is around 10% of total production. Main export markets till early 1990s; it was former USSR and Middle East and now in recent years it has expanded to other markets in Europe and USA.

2. Opportunities and threats

The company is engaged in the manufacture garments which is a consumer product and has a ready market in India and abroad. However, the company faces competition from other manufactures. The Indian textile and apparel industry is expected to grow at 10% CAGR from 2019-20 to reach US$ 190 billion by 2025-26. India has a 4% share of the global trade in textiles and apparel.

India is the world’s largest producer of cotton. Estimated production stood at 362.18 lakh bales during cotton season 2021-22. Domestic consumption for the 2021-22 cotton season is estimated to be at 338 lakh bales. Cotton production in India is projected to reach 7.2 million tonnes (~43 million bales of 170 kg each) by 2030, driven by increasing demand from consumers. In FY23, exports of readymade garments (RMG) including accessories stood at US$ 16.2 billion. It is expected to surpass US$ 30 billion by 2027, with an estimated 4.6-4.9% share globally. Production of fibre in India reached 2.40 MT in FY21 (till January 2021), while for yarn, the production stood at 4,762 million kgs during the same period. Natural fibres are regarded as the backbone of the Indian textile industry, which is expected to grow from US$138 billion to US$195 billion by 2025.

India’s textile and apparel exports (including handicrafts) stood at US$ 44.4 billion in FY22, a 41% increase YoY. During April-November in FY23, the total exports of textiles stood at US$ 23.1 billion. India’s textile and apparel exports to the US, its single largest market, stood at 27% of the total export value in FY22. Exports of readymade garments including cotton accessories stood at US$ 6.19 billion in FY22.

India’s textiles industry has around 4.5 crore employed workers including 35.22 lakh handloom workers across the country

ADVANTAGE INDIA:

1. Competitive Advantage:

• Abundant availability of raw materials such as cotton, wool, silk and jute.

• India enjoys a comparative advantage in terms of skilled manpower and in cost of production relative to other major textile producers.

• In July 2022, the Minister of Commerce and Industry, Consumer Affairs, Food and Public Distribution, and Textiles, Mr. Piyush Goyal, stated that the mantra of 5 F’s - Farms to Fibre to Fabric to Fashion to Foreign export - will help make India a strong textile brand globally.

2. Policy Support

• 100% FDI (automatic route) is allowed in the Indian textile sector.

• Under Union Budget 2023-24, the total allocation for the textile sector was Rs. 4,389.24 crore (US$ 536.4 million). Out of this, Rs. 900 crores (US$ 109.99 million) is for Amended Technology Upgradation Fund Scheme (ATUFS), Rs. 450 crores (US$ 54.99 million) for National Technical

Textiles Mission, and Rs. 60 crores (US$ 7.33 million) for Integrated Processing Development Scheme.

• In October 2021, the government approved a PLI scheme worth Rs. 4,445 crores (US$ 594.26 million) to establish seven integrated mega textile parks and boost textile manufacturing in the country.

3. Increasing Investments

• In order to attract private equity (PE) and employee more people, the government introduced various schemes such as the Scheme for Integrated Textile Parks (SITP), Technology Upgradation Fund Scheme (TUFS) and Mega Integrated Textile Region and Apparel (MITRA) Park scheme.

• Total FDI inflows in the textiles sector between April 2000-March 2023 stood at US$ 4.2 billion.

4. Robust Demand

• The Indian technical textiles market is expected to expand to US$ 23.3 billion by 2027, driven by increased awareness of goods and higher disposable incomes.

• Cotton production in India is projected to reach 7.2 million tonnes (~43 million bales of 170 kg each) by 2030, driven by increasing demand from consumers.

• In FY23, exports of readymade garments including accessories stood at US$ 16.2 billion. It is expected to surpass US$ 30 billion by 2027, with an estimated 4.6- 4.9% share globally.

ROAD AHEAD

• The future of the Indian textiles industry looks promising, buoyed by strong domestic consumption as well as export demand. India is working on various major initiatives to boost its technical textile industry. Owing to the pandemic, the demand for technical textiles in the form of PPE suits and equipment is on the rise. The government is supporting the sector through funding and machinery sponsoring.

• Top players in the sector are achieving sustainability in their products by manufacturing textiles that use natural recyclable materials.

• With consumerism and disposable income on the rise, the retail sector has experienced a rapid growth in the past decade with the entry of several international players like Marks & Spencer, Guess and Next into the Indian market. The growth in textiles will be driven by growing household income, increasing population and increasing demand by sectors like housing, hospitality, healthcare, etc.

• The technical textiles market for automotive textiles is projected to increase to US$ 3.7 billion by 2027, from US$ 2.4 billion in 2020. Similarly, the industrial textiles market is likely to increase at an 8% CAGR from US$ 2 billion in 2020 to US$ 3.3 billion in 2027. The overall Indian textiles market is expected to be worth more than US$ 209 billion by 2029.

• References: Ministry of Textiles, Indian Textile Journal, Department of Industrial Policy and Promotion, Press Information Bureau, Union Budget 2023-24

3. Segment wise or product wise performance

Our Company is currently engaged in trading of knitted apparels and provides a multi-divisional approach to our customers’needs of knitted apparels by offering them design, development, sourcing and manufacturing. We source our products through third-party manufacturers. Further, we also sell knitted garments under our brand

Our product offerings include various kinds of winter wear and summer wear garments for men, women and children in diverse styles, which includes flat knit sweaters, circular knit t-shirts, hooded t-shirts sweatshirts, knitted bottoms, sweatshirts, knitted sleepwear, cardgians, wollen mufflers, joggers for men, women and kids under third party brands and also under our own brand ‘LWS’. We get these products manufactured as per the requirement and specification of our customers. We generally use variety of fabrics such as 100% cotton to cotton lycra, 100% polyester, blended (cotton and polyester), mercerized to plain, washed to over dyed and other blended fabrics in the production of apparels. We in-house design our own brand products and also outsource some of the designing work

In Fiscal 2023, Fiscal 2022 and Fiscal 2021, we have generated total income of Rs. 6,261.52 lakhs Rs. 6,175.63 lakhs and Rs. 4,563.01 lakhs, respectively and net profit after tax of Rs. 29.27 lakhs, Rs. 26.04 lakhs and Rs. 25.00 Lakhs, respectively. Further, as per Fiscal 2024 financial results for period ended March 31, 2024, we have generated total income of Rs. 7513.45 lakhs and net profit after tax of Rs. 139.35 lakhs, which shows our commitment towards development and profit earning capacity.

4. Outlook

We believe our operating history in the knitted wear business has helped us gain significant expertise and makes us well-positioned in the knitted garments across segment. We believe that the following strengths enable us to compete successfully in our market. Company is exploring the possibility to export readymade garments and it is expected to earn good profits in the coming years. With Existing customer and supplier relationships and Diversified Product Portfolio, We believe that we are insulated to a degree against fluctuation in demand for a specific product because of the wide range of products that we currently offer across summer wear and winter wear garments and our ability to develop new products required by our customers. Such a comprehensive range helps us promote cross promotional sales whereby our customer’s buying behaviour leads us to anticipate the potential sale from our other product-mix. We believe our approach of presenting a portfolio of products for diversified customer profiles has helped us enhance our growth.

5. Risks and concern

The risks and uncertainties described below are not the only risks that we currently face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business, financial condition, results of operations and cash flows. If any or some combination of the following risks, or other risks that are not currently known or believed to be adverse, actually occur, our business, financial condition and results of operations could suffer, the trading price of, and the value of your investment in, our Equity Shares could decline and you may lose all or part of your investment.

The company anticipates following risks for the future to name a few:

a. Political, economic or other factors that are beyond our control may have adversely affect our business and results of operations.

b. Significant differences exist between Ind AS, Indian GAAP and other accounting principles, such as US GAAP and International Financial Reporting Standards ("IFRS"), which investors may be more familiar with and consider material to their assessment of our financial condition

c. A slowdown in economic growth in India could cause our business to suffer.

d. Changing laws, rules and regulations and legal uncertainties, including adverse application of corporate and tax laws, may adversely affect our business, prospects and results of operations

e. Our results of operations may be materially adversely affected by our failure to anticipate and respond to changes in fashion trends and consumer preferences in a timely manner

f. We have not entered into any long-term supply agreements with our vendors/suppliers. Our Business may be adversely affected if there is any disruption in the supply of trading material or due to non-availability of trading material

g. We are dependent on third party transportation providers for delivery of our goods and materials to us from our suppliers and delivery of garments and materials to our clients. Any failure on part of such service providers to meet their obligations could have a material adverse effect on our business, financial condition and results of operation.

h. We face significant competition. Any failure to compete effectively may have a material adverse effect on our business and operations.

6. Internal control systems and their adequacy

The company has a qualified and independent audit committee which reviews the adequacy of internal controls. The Company Secretary acts as the secretary of the Audit Committee.

The scope, functions and the terms of reference of the Audit Committee is in accordance with the Section 177 of the Companies Act, 2013 and Regulation 18 (3) Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule II Part C.

The Role of Audit Committee, together with its powers, are as follows:

• oversight of our financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

• recommendation for appointment, remuneration and terms of appointment of auditors of our Company;

• approval of payment to statutory auditors for any other services rendered by the statutory auditors;

• reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the Board for approval, with particular reference to:

• matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of Section 134(3)(c) of the Companies Act, 2013;

• changes, if any, in accounting policies and practices and reasons for the same;

• major accounting entries involving estimates based on exercise of judgment by the management;

• significant adjustments made in the financial statements arising out of audit findings;

• compliance with listing and other legal requirements relating to financial statements;

• disclosure of any related party transactions;

• modified opinion(s) in the draft audit report;

• reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

• reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the Issue document / Red Herring Prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

• reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

• approval or any subsequent modification of transactions of our Company with related parties;

• scrutiny of inter-corporate loans and investments;

• valuation of undertakings or assets of our Company, wherever it is necessary;

• evaluation of internal financial controls and risk management systems;

• reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

• reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

• discussion with internal auditors of any significant findings and follow up there on;

• reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

• discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

• to review the functioning of the whistle blower mechanism;

• approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

• carrying out any other function as is mentioned in the terms of reference of the audit committee.

• reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding ?100 crores or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.

7. Discussion on financial performance with respect to operational performance

Our company Is currently engaged in trading of knitted fabric of various textures and thereby catering to our customers’ needs by offering knitted fabric of various design texture to suit the ingoing fashion trend and market demand. Knitted fabric is a textile that results from knitting, the process of inter looping of yarns or inter meshing of loops which may be used as for garments for men, women and children. Knitted fabrics are used for manufacturing of various garments such as dresses, skirts, tops, underwear, pajamas, t-shirts, scarfs, sweaters, cardigans, fitting dresses, leggings, cardigans, shirts, turtlenecks, cuffs, cardigans, etc. We source our products through third party manufacturers and traders. Further we are also engaged in trading of readymade knitted t-shirts.

The gross block of assets of the company stood at Rs. 1.34 Crores and net worth of the company is Rs. 12.18 Crores as at 31.03.2024.

8. Human Resources

We consider our human resource as a critical factor to our success and engage in a human resource strategy that focuses on recruiting, training and retaining our employees, as well as offering them competitive compensation. Our employee policies aim to recruit a talented and qualified work force, facilitate their integration and encourage development of their skills in order to facilitate the growth of our operations. We are also committed to providing an empowering environment that motivates and facilitates growth and rewards contribution. As on September 30, 2023 we had a total workforce of 10-12 personnel including 3 independent directors and 8 employee personnel. The Company provides a fair and equitable work environment to all its employees. The Company is continuously working to create an atmosphere which is highly motivated and result oriented.

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

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

The Company has in place ''Prevention of Sexual Harassment Policy''. This Anti-Sexual Harassment policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The company has complied with provisions relating to the constitution of Internal Complaints Committee and an Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment.

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

No. of complaints received: Nil,

No. of complaints disposed off: NA.

COMPLIANCES OF ALL LAWS

The Board hereby states that the company has devised proper systems to ensure compliance of all laws applicable to the company.

COST RECORDS

The provisions of Section 148(1) of the Companies Act, 2013 for maintenance of cost records are not applicable to the Company.

ONE TIME SETTLEMENT

The Company had not entered into one time settlement with any financial institutions, banks etc INSOLVENCY

The company has not filed any insolvency proceedings against anyone. Further, there are no insolvency proceedings pending against the Company.

ACKNOWLEDGEM ENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

By Order of the Board For LWS KNITWEAR LIMITED

Sd/-

GIRISH KAPOOR MANAGING DIRECTOR DIN-01870917

DATE: 04.09.2024 PLACE: LUDHIANA

---

Mar 31, 2014

The Members,

The Directors of your company have pleasure in presenting the 25th Annual Report together with Audited Accounts of the company for the year ended 31st March 2014.

Financial Results

The financial results of the company are as under

Particulars (Rs in Lac) 2013-14 2012-13

Sales 1372.09 1183.23

Other income 11.03 0.00

Profit before Interest and Depreciation 5.54 4.99

Interest 0.21 0.00

Depreciation 2.27 2.24

Profit after Interest and Depreciation 3.06 2.75

Tax Expense 1.51 1.53

Profit after Tax 1.55 1.22

Transfer to Reserve and Surplus 1.55 1.22

Review of Operations

During the period under report, your company has achieved Sales and Other income of Rs. 1383.12 Lac as compared to Rs. 1183.23 Lac during the previous year with net profit of Rs. 1.55 Lac as compared to Profit of Rs. 1.22 Lac in the previous year.

Material Changes

There are no material changes between the date of balance sheet and that of the date of report.

Dividend

Your directors do not recommend any dividend this year also.

Equity Capital

The Company has only one type of equity share capital.

Holding /Subsidiary

There is no holding and subsidiary company.

Public Deposits

The company has not accepted any deposits during the year and there are no unclaimed or overdue deposits.

Conservation of Energy and Technology Absorption and Foreign Exchange

The information under section 217 (1) e of The Companies Act, 1956 is nil.

Personnel

None of the employee of the company is in receipt of remuneration for whole / part of the year exceeding the limit prescribed under section 217(2 A) of the Companies Act 1956. The company has continued to follow the policy of creating healthy environment and work culture resulting into harmonious inter- personnel relations. The relations with employees remained cordial throughout the year.

Directors

Sh. Daya Nand Sahu (DIN=02216670) and Sh. Varinder Kumar Dhamija (DIN=03500822 ) are non executive Directors of the Company. It is proposed to appoint both of them as Independent Directors of the Company from September 30, 2014 up to September 29, 2019." Board recommends their appointment. Sh.Girish Kapoor (DIN=01870917) retires by rotation and being eligible, offers himself for reappointment.

Listing

The securities of the company are listed at Stock Exchange at Bombay, Delhi, Ludhiana and Vadodra. The Company has paid the Listing fees for the financial year 2014-2015 to BSE Limited only.

Auditors

M/s. Rajesh K Sharma and Associates, Chartered Accountants, Ludhiana are statutory auditors of the company for the financial year 2013-14 and hold office up to the conclusion of ensuing Annual General Meeting. It is proposed to reappoint them for a period of three years as per the provisions of Chapter X of The Companies Act, 2013 to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of twenty eighth AGM of the Company to be held in the year 2017. They have given their consent to acts as Auditors of the Company and have further confirmed that their appointment would be in conformity of the provision of Section 139 of The Companies Act, 2013.The audit committee has also recommended their appointment.

The observation of the Auditors in their report read with relevant notes to accounts are self explanatory and therefore, do not require further explanation.

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 that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the company for the year under review;

3. 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 ;

4. The Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

Corporate Governance

The Company has complied with the provisions of Clause 49 of listing agreement on Corporate Governance. The report on corporate governance and auditor''s certificate regarding compliance with corporate governance form part of the annual report.

Management Discussion and Analysis

Management Discussion and Analysis Report is attached herewith and it forms part of the Directors Report.

Acknowledgements

Your Directors are pleased to place on record their sincere thanks to the Banks for their co-operation and support to the company. Your directors also express their deep appreciation for the devoted and sincere services rendered by workers, staff and executive at all levels of the operations of the company during the year and we are confident that your company will continue to receive such co-operation from them in future also.

By Order of the Board For LWS Knitwear Limited

Sd/- Date: 30.05.2014 Girish Kapoor Place: Ludhiana (Managing Director) DIN-01870917

---

Mar 31, 2013

To The Members,

The Directors of your company have pleasure in presenting the 24th Annual Report together with Audited Accounts of the company for the year ended 31st March, 2013.

FINANCIAL RESULTS

The financial results of the company are as under

(Rs. In Lacs)

S. Particulars 2012-13 2011-12 No.

1. Turnover / Other Income 1183.23 1181.61

2. Profit before Taxation 2.75 0.94

3. Provision for Tax 1.53 0.89

4. Deffered Tax 0.00 3.58

5. Profit/(Loss) after Tax 122 (3.53)

6. JTransfer to Reserve/ Surplus 1.22 (3.53)

1. REVIEW OF OPERATIONS

Your Company achieved Sales and other income of Rs. 1183.23 Lacs as compared to Rs. 1181.61 Lacs during the previous year with a net profit of Rs. 1.22 Lacs as compared to Loss of Rs. 3.53 Lacs in the previous year.

2. DIVIDEND:

Your Directors do not recommend any dividend for this year.

3. PUBLIC DEPOSITS

The company has not accepted any deposits under sections 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975.

5. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The company is not engaged in any manufacturing activity and information under section 217 (1) e of The Companies Act, 1956 is nil.

6. PERSONNEL

None of the employee of the company is in receipt of remuneration for whole / part of the year exceeding the limit prescribed under section 217(2 A) of the Companies Act 1956. The relations with the employees/emained cordial throughout the year.

7. DIRECTORS

Sh. Daya Nand Sahu, Director retire by rotation at the forth coming Annual General Meeting and being eligible, offer himself for re- appointment.

8. LISTING

The securities of the company are listed at Mumbai, Delhi, Ludhiana and Vadodara Stock Exchanges. Trading in securities is suspended by the exchanges Ludhiana and Vadodara Stock Exchanges The Company has paid the listing fees for the financial year 2012-13 to Bombay and Delhi Stock Exchanges only.

9. AUDITOR''S

M/s Rajesh K. Sharma and Associates, Chartered Accountants, Ludhiana are proposed for re-appointment as Statutory Auditors of the company from the conclusion of this ensuing Annual General Meeting till the conclusion of the next Annual General Meeting. They have given their consent to acts as Auditors of the Company and have further confirmed that their appointment would be in conformity of the provision of section 224(IB) of the Companies Act,1956.The Board recommends their re-appointment for the approval of members in the ensuing Annual General Meeting.

The observation of the Auditors in their report read with relevant notes to accounts are self explanatory and therefore, do not require further explanation.

10. 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 that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

2 The Directors have selected such accounting policies and applied them consistently and made judgement 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 or loss of the company for the year under review ;

3 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 ;

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

11. FOREIGN EXCHANGE EARNINGS AND OUT GO

Your company has neither earned any foreign exchange nor incurred any expenditure of foreign exchange during the year under review.

12. CORPORATE GOVERNANCE

Pursuant to clause 49 of Listing Agreement with Stock Exchange(s), the Company has complied with the provisions of Clause 49 as per the schedule of implementation of Corporate Governance and Management Discussion and Analysis report on corporate governance and auditor''s certificate regarding compliance with corporate governance form part of the annual report.

13. ACKNOWLEDGEMENTS

Your directors are pleased to place on record their sincere thanks to the Banks for their co-operation and support to the company. Your directors also express their deep appreciation for the devoted and sincere services rendered by workers, staff and executives at all levels of the operations of the company during the year and we are confident that your company will continue to receive such co-operation from them in future also.

By order of the Board

For LWS KNITWEAR LTD.

Sd/-

Place: Ludhiana (Girish Kapoor)

Date: 30.05.2013 Managing Director

---

Mar 31, 2012

To The Members,

The Directors of your company have pleasure in presenting the 23th Annual Report together with Audited Accounts of the company for the year ended 31st March, 2012.

FINANCIAL RESULTS

The financial results of the company are as under:

(Rs. In Lacs)

2011-12 2010-11

TURNOVER/OTHER INCOME 1181.61 349.71

PROFIT BEFORETAXATION 0.94 5.99

PROVISION FORTAX 2.74 0.60

PROFTTAFTERTAX -1.80 5.39



1. REVIEW OF OPERATIONS

Your Company achieved Sales 8i Other income of Rs. 1181.61 Lacs as compared to Rs. 349.71 Lacs during the previous year with a net loss of Rs. 1.80 Lacs as compared to Profit of Rs. 5.39 Lacs in the previous year.

2. DIVIDEND

Your Directors do not recommend any dividend for this year.

3. PUBLIC DEPOSITS

The company has not accepted any deposits under sections 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975.

5. CONSERVATION OF ENERGY ANDTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information under section 217 (l)eof The Companies Act, 1956 is annexed.

6. PERSONNEL

None of the employee of the company is in receipt of remuneration for whole / part of the year exceeding the limit prescribed under section 217(2 A) of the Companies Act 1956. The relations with the employees remained cordial throughout the year.

7. DIRECTORS

Sh. Varinder Kumar Dhamija, Director retire by rotation at the forth coming Annual General Meeting and being eligible, offer himself for re- appointment.

8. LISTING

The securities of the company are listed at Mumbai, Delhi, Ludhiana and Vadodara Stock Exchanges. Trading in securities was suspended by all the exchanges. However, Bombay Stock Exchange has revoked the suspension in trading of securities on 22/08/2011. The Company has paid the listing fees for the financial year 2012-13 to Bombay and Delhi Stock Exchanges only.

9. AUDITORS

M/s. Rajesh K.Sharma and Associates, Chartered Accountants, Ludhiana are proposed for re-appointment as Statutory Auditors of the company from the conclusion of this ensuing Annual General Meeting till the conclusion of the next Annual General Meeting. They have given their consent to acts as Auditors of the Company and have further confirmed that their appointment would be in conformity of the provision of section 224(IB) of the Companies Act,1956.The Board recommends their re-appointment for the approval of members in the ensuing Annual General Meeting.

The observation of the Auditors in their report read with relevant notes to accounts are self explanatory and therefore, do not require further explanation.

10. 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 that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgement 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 or loss of the company for the year under review;

3. 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;

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

11. FOREIGN EXCHANGE EARNINGS AND OUT GO

Your company has neither earned any foreign exchange nor incurred any expenditure of foreign exchange during the year under review.

12. CORPORATE GOVERNANCE

Pursuant to clause 49 of Listing Agreement with Stock Exchanged), the Company has complied with the provisions of Clause 49 as per the schedule of implementation of Corporate Governance and Management Discussion and Analysis report on corporate governance and auditors certificate regarding compliance with corporate governance form part of the annual report.

13. ACKNOWLEDGEMENTS

Your directors express their deep appreciation for the devoted and sincere services rendered by workers, staff and executives at all levels of the operations of the company during the year and we are confident that your company will continue to receive such co-operation from them in future also.



BY ORDER OF THE BOARD

FOR LWS KNITWEAR LTD.

Sd/

Place :LUDHIANA (GIRISH KAPOOR)

Date : 25-08-2012 Managing Director

---

Mar 31, 2010

The Directors feel pleasure in presenting their 21st Annual Report of the company along with Audited Statement of Accounts & Profit & Loss Accounts of the company for the year ended 31st March, 2010.

FINANCIAL RESULTS :

PARTICULARS 2009-10 2008-09

Sales 0.00 0.00

Profit before interest & Depreciation 51.48 892.27

Less Interest 0.00 0.00

Less Depreciation 2.20 3.65

Less Provision for Tax 1.50 0.24

Net Profit/(Loss) 47.78 888.38

FINANCIAL ANALYSIS AND SALES REVIEW

The company has not made any commercial activities and hence it has no sale and purchase during the FY 09-10. The company squared up the account with the PNB after paying all the installments during the FY 09-10. During the year under review, the company earned profit from LWS Knitwear, a partnership firm, in which the company is one of the partners and also earned income from redemption of bank guarantee from custom department, due to which it has shown a profit of Rs. 47.78 Lacs during the year under review.

SHARE CAPITAL

The Authorised Capital of the company is Rs 5,50,00,000/- divided into 5500000 shares of Rs. 10 each. The paid up capital of the Company as on 31.03.2010 was Rs.5,05,84,000/- divided into 5058400 Equity shares of Rs. 10/- each. During the year under review, the company received balance payments of Rs. 100.00 Lacs from the shareholders from whom Rs.5/- per shares were pending and also recovered the arrear amount of Rs. 129500/- from the shareholders.

DIRECTORS

During the year Sh. Daya Nand, the retiring Director, being eligible offered himself for reappointment.

We feel extremely sorry to say that one of our directors Sh. Sat Parkash Kapoor passed away during the previous year on 13.10.2009. We pray to the god for his peace of his soul.

Sh. Sushil Jain who had been appointed as additional director during the previous year is going to retire at the ensuing annual general and being eligible offer himself for reappointment.

AUDITORS

M/s. Rajesh K. Sharma & Associates, Chartered Accountants, Ludhiana are the present Statutory Auditors of the company. In terms of the provisions of Section 224 of the Companies act, 1956, they would retire at the forthcoming Annual General Meeting of the company. Being eligible, they have offered themselves for re-appointment. The Board of Directors have received a certificate from them to the effect that their re-appointment, if made, will be within the limits specified in Section 224 (IB) and (1C) of the Companies Act, 1956.

COMMENTS ON AUDITORS REPORT

The company along with all its associate concerns paid all the dues of the PNB during the FY 09-10 and got no due certificate from the bank. The bank had changed classification of the company from non performing assets to performing assets.

The company has accepted the deposits from the corporates only keeping in view the stipulations laid down by the bankers. Hence the section 5 8-A of the Companies Act 1956 for the acceptance of Deposits is not applicable to the company.

The company has issued a placement letter with the placement agencies for the appointment of the suitable Company Secretary. But however no replies have been received from the placement agencies.

PERSONNEL

Statement of employees pursuant to Section 217 (2 A) of the Companies Act, 1956 , read with Companies (Particulars of Employees) Rules, 1975 is Nil

DISCLOSURE OF PARTICULARS UNDER SECTION 217(IKE):

The information required under section 217(i)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 with respect to these matters is appended hereto and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. In the preparation of the annual accounts, the applicable accounting standards as specified by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures.

2. The Accounting Policies have been applied consistently and judgments and estimates that have been made for the preparation of the accounts are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of financial year and of the profit of the company for the year.

3. Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and taken steps to safeguard the assets of the company and for preventing & detecting fraud and other ir-regularities;

4. Final accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

The company is listed in Bombay Stock Exchange, Delhi Stock Exchange, Ludhiana Stock Exchange and Baroda Stock Exchange, but however due to non compliance of the provisions of the SEBI, the trading of the shares in all the stock exchanges had been stopped. A certificate from the auditors of the company regarding compliance of corporate governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report of the Corporate Governance.

ACKNOWLEDGEMENT

The Directors place on record with pleasure their sincere thanks to workers, staff members and executives who helped the organization by their continued co-operation and zealous efforts which is acknowledged by us as great impelling force for. the company to grow. Our thanks are also due to Bankers, Financial Institutions, Shareholders and other business constituents for their continued support.

FOR AND ON BEHALF OF THE BOARD

FOR LWS KNITWEAR LTD.

Place : LUDHIANA (GIRISH KAPOOR)

Date : 07.06.2010 MG. DIRECTOR

---

Mar 31, 2009

The Directors feel pleasure in presenting their 20m Annual Report of the company along with Audited Statement of Accounts & Profit & Loss Accounts of the company for the year ended 31st March, 2009.

FINANCIAL RESULTS :

PARTICULARS 2008-09 2007-08

Sales 0.00 84.71

Profit before interest & Depreciation 892.27 37.39

Less Interest 0.00 0.00

Less Depreciation 3.65 3.81

Less Provision for Tax 0.24 0.22

Net Profit/(Loss) 888.38 33.36

FINANCIAL ANALYSIS AND SALES REVIEW

The company has not made any commercial activities and hence it has no j?le and purchase during the FY 08-09. The company made agreement with the PNB during the FY 08-09 for the settlement of the dues and as per the .erms of the agreement, the company made the major part of the payments to the bank. During the year, the company write off the entire payable amount to the PNB except the two installments pending for payment during the FY 09-10. Due to written off the dues of the PNB, the company shown a profit of Rs. 888.38 in the anuual accounts.

The company is also a partner in a partnership concern from which it has also earned profit ofRs. 659.99 lacs.

SHARE CAPITAL

The Authorised Capital of the company is Rs 5,50,00,000/- divided into 5500000 shares of Rs.10 each. The paid up capital of the Company as on 31.03.2009 was Rs.3,05,84,000/- divided into 3058400 Equity shares of Rs. 10/- each and Rs. 1,00,00,000/- divided into 2000000 equity shares of Rs.5/- each. Calls in Arrear stands at Rs. 129500/- as at 31.03.2009 as against previous figure of Rs. 129500/-.

DIRECTORS

During the year Sh. Girish Kapoor, the retiring Director, being eligible offered himself for reappointment.

AUDITORS

M/s. Rajesh K. Sharma & Associates, Chartered Accountants, Ludhiana are the present Statutory Auditors of the company. In terms of the provisions of Section 224 of the Companies act, 1956, they would retire at the forthcoming Annual General Meeting of the company. Being eligible, they have offered themselves for re-appointment. The Board of Directors have received a certificate from them to the effect that their re-appointment, if made, will be within the limits specified in Section 224 (IB) and (1C) of the Companies Act, 1956.

COMMENTS ON AUDITORS REPORT

The associate concerns of the company namely LWS Exports Ltd. is dealing with Punjab National Bank. However its accounts had been classified as non performing assets (NPA) during the year 2001-02 by the PNB. LWS Knitwear made the entire dues to PNB and it is hopeful that during the next year, the firm will come out of the preview of the NPA.

The company has accepted the deposits from the corporates only keeping in view the stipulations laid down by the bankers. Hence the section 58-A of the Companies Act 1956 for the acceptance of Deposits is not applicable to the company.

The company has issued a placement letter with the placement agencies, for the appointment of the suitable Company Secretary. But however no replies luve been received from the placement agencies.

PERSONNEL

Statement of employees pursuant to Section 217 (2A) of the Companies Act, 1956 , read with Companies (Particulars of Employees) Rules, 1975 is Nil

DISCLOSURE OF PARTICULARS UNDER SECTION 217(I)(E) :

The information required under section 217(i)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 with respect to these matters is appended hereto and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. In the preparation of the annual accounts, the applicable accounting standards as specified by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures.

2. The Accounting Policies have been applied consistently and judgments and estimates that have been made for the preparation of the accounts are reasonable

and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of financial year and of the profit of the company for the year.

3. Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and taken steps to safeguard the assets of the company and for preventing & detecting fraud and other ir-regularities;

4. Final accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

The company is listed in Bombay Stock Exchange, Delhi Stock Exchange, Ludhiana Stock Exchange and Baroda Stock Exchange, but however due to non compliance of the provisions of the SEBI, the trading of the shares in all the stock exchanges had been stopped. A certificate from the auditors of the company regarding compliance of corporate governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report of the Corporate Governance. •

ACKNOWLEDGEMENT

The Directors place on record with pleasure their sincere thanks to workers, staff members and executives who helped the organization by their continued co-operation and zealous efforts which is acknowledged by us as great impelling force for the company to grow. Our thanks are also due to Bankers, Financial Institutions, Shareholders and other business constituents for their continued support.

FOR AND ON BEHALF OF THE BOARD FOR LWS KNITWEAR LTD.

Place : LUDHIANA (GIRISH KAPOOR) Date : 28.08.2009 MG. DIRECTOR