Directors Report of Manor Estates & Industries Ltd.

Mar 31, 2024

Your directors present their 32^nd Annual Report on the business and operations of the Company
and the accounts for the financial year ended 31^st March, 2024.

1. Financial summary or highlights/performance of the Company

The performance of the Company during the year ended 31^st March 2024 has been as under:

Particulars	2023-24	2022-23
Gross Income	4.25	2.87
Expenses	60.20	62.88
Profit [Loss] Before Interest and Depreciation	(55.79)	(59.85)
Provision for Depreciation	0.16	0.16
Exceptional Items	NIL	NIL
Net Profit [Loss] Before Tax	(55.95)	(60.01)
Provision for Tax	NIL	NIL
Net Profit [Loss] After Tax	(55.95)	(60.01)
Paid up Equity Share Capital	823.50	823.50
Basic Earnings [Loss] per share	(0.68)	(0.73)
Diluted Earnings [Loss] per share	(0.68)	(073)

2. Brief description of the company’s working during the year/state of company’s affairs

Work on the Company’s real estate project is moving at a good pace and final layout permission
is expected to be received in the current year.

3. Material changes and commitments

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

4. Dividend

Since the Company is incurring losses, the board of directors has not recommended any
dividend for the current financial year.

5. Transfer to reserve

The Company does not propose to transfer any amount to the general reserve for the financial
year ended 31^stMarch 2024.

6. Share Capital

During the year the Company has not allotted any shares. The authorized share capital of the
Company is ?11,00,00,000 divided into 1,10, 00,000 equity shares of ?10/- each.

The paid-up share capital is ?8,23,50,000 divided into 82,35,000 equity shares of ?10/- each.

7. Directors and Key Managerial Personnel as on 31^st March, 2024 and details of change in
Directors and Key Managerial Personnel

Your Directors believe that the Board must consciously create a culture of leadership to provide
a long-term vision and policy approach to improve the quality of governance. The Board’s actions
and decisions are aligned with the Company’s best interests.

The company has maintained an optimum combination of Executive and Non-Executive Directors.
The composition of the Board, Category, DIN and shareholding of Directors are as follows:

Sl No.	Name of the Director	Designation	DIN	No. of shares held
1.	Sri. Anil Agarwal	Director (CFO) Promoter	00040449	35,70,849
2.	Smt. Nalini Agarwal	Director (Non¬ Executive)	07164298	-
3.	Sri. Rishabh Agarwal	Whole-time Director, Promoter	06963740	16,647
4.	Sri. Raghavendra Rahul Korlam	Director, Independent, Non¬ Executive	07461756	-
5.	Sri. Siddarth Sanghi	Director, Independent, Non¬ Executive	00033401	-

The Key Managerial personnel of the Company as on 31^st March, 2024 were as follows:

Key Managerial Personnel (KMP)

1. Sri. Rishabh Agarwal : Whole-time Director, Promoter

2. Sri. Anil Agarwal : CFO & Director

3. Smt. Krati Garg : Company Secretary

PROPOSED APPOINTMENTS / RE-APPOINTMENTS IN THE 32^nd ANNUAL GENERAL
MEETING

Approval of the shareholders is being sought for the re-appointment of Ms. Nalini Agarwal, (DIN
07164298) as Director (Non- Executive) of the Company, who retires by rotation at the ensuing
Annual General Meeting of the Company and being eligible offers herself for re-appointment in
accordance with the provisions of the Companies Act and pursuant to Articles of Association of
the Company. Your Board recommends the re-appointment of Ms. Nalini Agarwal as a Director
of the Company.

8. Directors’ Responsibility Statement

Pursuant to the requirement of Section 134, in the Companies Act, 2013, the Board of Directors
of the company make the following statements, to the best of their knowledge and belief and
according to the information and explanations obtained by them:

i. in the preparation of the annual accounts, the applicable accounting standards have been
followed and there are no material departures;

ii. they 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/loss of the
company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the company and such internal
financial controls are adequate and operating effectively;

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

9. Selection of Independent Directors

Considering the requirement of skill sets on the Board, eminent people having an independent
standing in their respective field/profession and who can effectively contribute to the Company’s
business and policy decisions are considered by the Nomination and Remuneration Committee,
for appointment, as an Independent Director on the Board. The Committee inter alia considers
qualification, positive attributes, area of expertise and number of Directorship(s) and
Membership(s) held in various committees of other companies by such persons in accordance
with the Company’s policy for selection of directors and determining directors’ independence. The
Board considers the Committee’s recommendation and takes appropriate decision.

In the opinion of the Board the Independent Directors possess the integrity, expertise and
experience (including the proficiency) of the independent directors.

10. Declaration given by independent directors

The company has received necessary declarations from each Independent Director of the
company under Section 149(7) of the Companies Act, 2013.

11. Particulars of Employees

The company had no employees during the year 2023-2024 other than the three Key Managerial
Personnel.

12. Meetings of Board of Directors

The Board of Directors duly met 4 (Four) times on 20.05.2023, 11.08.2023, 14.11.2023, and
12.02.2024 in respect of which meetings, proper notices were given and the proceedings were
properly recorded and signed in the Minutes Book maintained for the purpose.

The intervening gap between the meetings was not more than 120 days as prescribed under the
Companies Act, 2013.

13. Policy on Director’s appointment and remuneration

The company has framed policy on directors’ appointment and remuneration and other matters
as provided in section 178(3) of the Act and is referred to while taking decisions under its purview.

14. Formal Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, 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 and Nomination & Remuneration
Committees.

The performance of the board was evaluated by the board after seeking inputs from all the
directors on the basis of the criteria such as the 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 on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc

The Board and the Nomination and Remuneration committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the individual director to
the board and committee meetings like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings, etc. In addition, the chairman was also
evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors,
performance of the board as a whole and performance of the chairman was evaluated, taking into
account the views of directors. The same was discussed in the board meeting that followed the
meeting of the independent Directors, at which the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of independent directors was
done by the entire board, excluding the independent director being evaluated.

The overall performance of the non-executive directors of the company is satisfactory. The review
of performance was based on the criteria of performance, knowledge, analysis, quality of decision
making etc.

15. Audit Committee

The Audit Committee of the company is duly constituted as per Section 177 of the Companies
Act, 2013.

Audit Committee has acted in accordance with the terms of Section 177 of the Companies Act,
2013

(i) recommended for appointment, remuneration and terms of appointment of auditors of the
company;

(ii) reviewed and monitored the auditor’s independence and performance, and effectiveness of
audit process;

(iii) examination of the financial statement and the auditors’ report thereon;

(iv) approval or any subsequent modification of transactions of the company with related parties;

(v) scrutiny of inter-corporate loans and investments; if any

(vi) valuation of undertakings or assets of the company, wherever it is necessary;

(vii) evaluation of internal financial controls and risk management systems;

(viii) monitoring the end use of funds raised through public offers and related matters.

The Audit Committee consists of a combination of Director (CFO) and Non-Executive
Independent Directors and assists the Board in fulfilling its overall responsibilities.

The details of composition of Audit committee for the year ended 31.03.2024 is as follows:

Directors	Chairperson/Member	Category
Sri. Raghavendra Rahul Korlam	Chairperson	Independent Director
Sri. Siddarth Sanghi	Member	Independent Director
Sri. Anil Agarwal	Member	Non-Independent, Chief Financial Officer

Meetings and attendance at Audit Committee meetings during the year 2023- 2024
Sl. No.	Date of meeting	Total number of Members as on the date of meeting	Number of Members attended
1.	20.05.2023	03	03
2.	10.08.2023	03	03
3.	14.11.2023	03	03
4.	12.02.2024	03	03

16. Nomination and Remuneration Committee

The company has constituted the Nomination and Remuneration Committee under section 178
of the Companies Act, 2013.

The Nomination and Remuneration Committee consists of a combination of Non-Executive
Director and Non-Executive Independent Directors and assists the Board in fulfilling its overall
responsibilities.

The details of composition of Nomination and Remuneration committee for the year ended
31.03.2024 is as follows.

Directors	Chairperson/Member	Category
Sri. Siddarth Sanghi	Chairperson	Independent Director
Sri. Raghavendra Rahul Korlam	Member	Independent Director
Smt. Nalini Agarwal	Member	Non-Independent & Non¬ Executive Director

Meetings and attendance of Nomination and Remuneration Committee Meetings during the year 2023 - 2024
Sl. No.	Date of meeting	Total No of Members as on the date of meeting	Number of Members attended
1.	10.08.2023	03	02

The Nomination and Remuneration policy of the company is provided below:

a) Selection and evaluation of directors:

The board has based on the recommendations of the Nomination and Remuneration
Committee, laid down following policies.

1. Policy for determining qualifications, positive attributes and independence of a director.

2. Policy for board & independent directors’ evaluation.

b) Performance evaluation of board, committees and directors.

The company believes in a formal evaluation of the board and of the individual directors,
on an annual basis, is a potentially effective way to respond to the demand for greater
board accountability and effectiveness. For the company, evaluation provides an ongoing
means for directors to assess their individual and collective performance and effectiveness.
In addition to greater board accountability, evaluation of Board members helps in:

a) More effective board processes.

b) Better collaboration and communication.

c) Greater clarity with regard to members roles and responsibilities.

The evaluation process covers the following aspects:

• Self-evaluation of directors.

• Evaluation of the performance and effectiveness of the board.

• Evaluation of the performance and effectiveness of the committees.

• Feedback from the non-executive directors to the Chairperson.

• Feedback on management support to the board.

17. Risk management policy

The Risk Management Policy in place in the company enables the company to proactively take
care of the internal and external risks of the company and ensures smooth business operations.
The company’s risk management policy ensures that all its material risk exposures are properly
covered, all compliance risks are covered, and the company’s business growth and financial
stability are assured. The board of directors decide the policies and ensure their implementation
to ensure protection of company from any type of risks.

18. Statutory Auditors

M/s, Nataraja Iyer & Co. Chartered Accountants were appointed as the Statutory auditors of the
Company at the 29^th Annual General Meeting of members held on 30.09.2021 for a period of four
years commencing from financial year 2021-22 upto 2024-25.

19. Board’s comment on the Auditors’ Report

The observations of the Statutory Auditors, when read together with the relevant notes to the
accounts and accounting policies are self-explanatory.

20. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, Sri. Kashinath Sahu, practicing
Company Secretary has been appointed as Secretarial Auditor of the company for the financial
year under review.

Secretarial Audit Report issued by Sri. Kashinath Sahu, practicing Company Secretary is attached
as Annexure I to this report and the same is self-explanatory as the report is clean.

21. Cost Auditors

The provisions of Section 148 of the Companies Act, 2013 do not apply to the company. Hence,
the company has not appointed Cost Auditors for financial year 2023-24.

22. Reporting of frauds by auditors

During the year under review, neither the Statutory auditors nor the Secretarial auditor has
reported to the Audit committee, under Section 143 (12) of the Companies Act, 2013, any instance
of fraud committed against the Company by its officers or employees, the details of which would
need to be mentioned in the Directors Report.

23. Vigil Mechanism

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism
to report genuine concerns has been established. The mechanism provides for adequate
safeguards.

24. Prevention of Insider Trading

The company has adopted a code of conduct for prevention of insider trading with a view to
regulate trading in securities by the directors and designated employees of the company. The
code requires pre-clearance for dealing in the company’s shares and prohibits the purchase or
sale of company shares by the directors and the designated employees while in possession of
unpublished price sensitive information in relation to the company and during the period when the
trading window is closed. The Company Secretary is responsible for implementation of the code
along with the management of the Company.

Members of the board have confirmed compliance with the code.

25. Internal Financial Controls

Internal Financial Controls are an integral part of the Risk Management framework and processes
that address financial as well as financial reporting provisions of the Act and the Listing
Regulations.

The company has adequate Internal Financial Controls consistent with the nature of business and
size of the operations, to effectively provide for safety of its assets, reliability of financial
transactions with adequate checks and balances, adherence to applicable statues, accounting
policies, approval procedures and to ensure optimum use of available resources. These systems
are reviewed and improved on a regular basis. It has a comprehensive budgetary control system
to monitor revenue and expenditure against approved budget on an ongoing basis. However,
Company has not carried out any business operation during the year.

26. Annual Return

The Annual Return of the Company as on 31^st March 2023 is available on the company’s website
and can be accessed at www.meilmedak.in.

27. Secretarial standards

The company complies with all applicable secretarial standards.

28. Particulars of loans, guarantees or investments under section 186

There were no transactions carried out during the year under section 186 with respect to loans,
guarantees and investments.

29. Significant and Material Orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators/Courts which would impact the
going concern status of the company and its future operations.

30. Particulars of contracts or arrangements with related parties

No contracts or arrangements have been entered into by the company with related parties as
referred to in sub-section (1) of section 188 of the Companies Act, 2013 except payment of
remuneration to CFO - Sri. Anil Agarwal and Whole-time director - Sri. Rishabh Agarwal which
were done in routine course at arm’s length.

31. Subsidiary & associates/joint ventures

Company does not have any subsidiary/ associate company and joint ventures.

32. Corporate Governance Report and Management Discussion & Analysis

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), 2015, provisions
relating to corporate governance are not applicable to your company and therefore there is no
separate report on corporate governance.

However, in pursuance of Schedule V of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, a certificate from Sri. Kashinath Sahu, practicing Company Secretary, in
compliance with (i) of Point (10) of Para C of Schedule V of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as
Annexure-III and forms part of this Report.

Management Discussion and Analysis Report, pursuant to Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, forms part of this report and same
is attached as Annexure II.

33. Disclosure Under the Sexual Harassment of Women at Workplace (Prevention,

Prohibition And Redressal) Act, 2013

At present the company has no women employees other than a KMP.

34. Conservation of energy, technology absorption and foreign exchange earnings and
outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and
outgo are as follows:

a) Conservation of energy: No energy conservation was considered applicable during the year.
(b) Technology absorption: Not Applicable.

The foreign exchange earned in terms of actual inflows during the year and the foreign exchange
outgo during the year in terms of actual outflows is as follows:

Foreign Exchange Inflows: NIL
Foreign Exchange Outflows: NIL

35. Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social
Responsibility are not applicable to the company for the time being.

36. Deposits

The company has neither accepted nor renewed any deposits during the year under review. As
such no amount of principal or interest was outstanding on the date of the Balance Sheet.

37. Transfer of Amounts to Investor Education and Protection Fund

Your company did not have any funds lying unpaid or unclaimed for a period of seven years.
Therefore, there were no funds which were required to be transferred to Investor Education and
Protection Fund (IEPF).

38. Listing with stock exchanges

The shares of the company are listed on The Bombay Stock Exchange. All dues to the exchange
have been paid in full.

39. The details of application made or any proceeding pending under the insolvency and
bankruptcy code, 2016

During the period under review, there was no application made nor any proceeding initiated or
pending under the Insolvency and Bankruptcy code, 2016.

40. The details of difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the banks or financial institutions
along with the reasons thereof

During the period under review, there was no one time settlement with any bank nor are there
any outstanding loans.

41. General

Your Directors state that no disclosure or reporting is required in respect of the following matters
as there were no transactions on these matters during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the company under any
scheme save and except Employees’ Stock Options Schemes referred to in this report.

• There has been no change in the nature of business of the company.

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of onetime settlement with any bank or financial institution.

42. Acknowledgements

Your directors wish to place on record their appreciation of the contribution made by the
stakeholders, of the company and for their continued support.

Date: 14.08.2024 By the order of the Board of Directors

Place: Medak for Manor Estates and Industries Limited

Sd/- Sd/-

Anil Agarwal Rishabh Agarwal

Director Whole-time Director

DIN: 00040449 DIN: 06963740

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty-second Annual Report and the Au- dited Statement of Accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

The performance during the period ended 31st March, 2014 has been as under:

(Amount in Rupees) For the year ended 31st March, 2014 31st March, 2013

Revenue from Operations 1,163,926 9,481,450

Other Income 24,328 1,322,482

Total Income 1,188,254 10,803,932

Stock Written Off 19,483,649 0

Expenses 5,601,085 15,982,453

Profit / (Loss) before taxes (23,896,480) (5,178,521)

Prior Period Expenses - -

Profit / (Loss) for the year (23,896,480) (5,178,521)



2. OPERATIONS OF THE COMPANY :

Review of Operations:

The markets in Europe for high quality socks have severely contracted. There is widespread acceptance for poor and medium quality products that are available at very low prices from China.

The directors of your company made strong efforts to introduce the company''s high quality products in the Indian markets but with no results.

In view of the aforesaid there was no production during the year under review also.

The secured loans have been repaid by the Company, by availing loan from the Promoter Director of the Company.

Since the Company has ceased production, the old stock of raw-material and packing mate- rial which do not have any use and also have no realizable value in the current market have been written off.

Future Prospects

Inspite of stoppage of production, the company has kept all its resources in very good order and condition and can resume producing its high quality products at short notice.

However, it is imperative for the company to explore other business avenues considering its strengths and assets and also taking into consideration the boost in the business sentiment caused due to changes in government both in the state and in the country.

3. SHARE CAPITAL

During the year under review the Authorised Share Capital of the Company is Rs. 11,00,00,000/ - The Issued, Subscribed and Paid up Share Capital of the Company as on March 31, 2014 is Rs.8,23,50,000/- divided into 82,35,000 equity shares of Rs.10/- (Rupees Ten) each.

4. DIVIDEND:

The Company has incurred losses, hence no dividend is recommended during the financial year under review.

5. TRANSFER TO RESERVES:

The Company has incurred losses; hence no amount has been transferred to Reserves.

6. DIRECTORS

Approval of the shareholders is being sought for re-appointment of Sri. Anil Agarwal, who retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for re-appointment in accordance with the Articles of Association and Act.

Sri. Rishabh Agarwal and Brig. Subhash C Sharma were appointed as Additional Directors with effect from August 13, 2014, in accordance with Article 104 of the Articles of Association of the Company and Section 161 of the Act. Sri. Rishabh Agarwal and Brig. Subhash C Sharma holds office only upto the date of the forthcoming AGM and a Notice under Section 160(1) of the Act has been received from a Member signifying intention to propose Sri. Rishabh Agarwal''s and Brig. Subhash C Sharma''s appointment as Directors of the Com- pany. Their appointment requires the approval of the Members at the ensuing AGM.

The Company has, pursuant to the provisions of Clause 49 of the Listing Agreements en- tered into with the Stock Exchange appointed Sri. Srikishan Badruka, Sri. Rakesh Garg, Sri. Hemant Kumar Agarwal and Dr. A G Ravindranath Reddy as Independent Directors of the Company. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49. In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

7. REPORTING TO BOARD OF INDUSTRIAL AND FINANCIAL RESTRUCTURING (BIFR):

As per the Audited Accounts of the Company for the year ended March 31, 2014, the accu- mulated losses of the Company, as at the end of the said period, after adjusting Capital Reserve amounting to Rs. 6,47,93,506 have resulted in erosion of more than fifty percent of net worth of the Company.

In terms of Section 23 of the Sick Industrial Companies (Special Provision) Act, 1985, the Company falls under the category of potentially sick industrial company and therefore the fact is required to be reported to Board of Industrial and Financial Restructuring (BIFR) within 60 days from the date of finalization of the audited accounts.

A report on causes of erosion of net worth and steps taken by the Company is forming part of the notice of AGM.

8. STATUTORY AUDITORS

The Statutory Auditors of the Company M/s. Niranjan & Narayan, Chartered Accountants, Hyderabad, retire at this AGM, have signified their willingness for their re-appointment and have confirmed their eligibility under section 139(1) of the Act. Members are requested to re- appoint them for a period of three years and to authorize the Board to fix their remuneration.

Replies to Auditors Report:

With reference to observations made in Auditor''s Report, the notes of account is self-ex- planatory and therefore do not call for any further comments under section 217 (3) of The Companies Act, 1956.

9. LISTING

Details of Listing are annexed to the Corporate Governance Report.

Listing at Stock Exchanges:

The Equity Shares of the company are listed on Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001.

Listing fees to the Bombay Stock Exchange Limited has been paid up-to-date.

10. REQUIREMENTS UNDER CLAUSE 49 OF LISTING AGREEMENT

Corporate Governance:

The Company has been in full compliance with the norms of Corporate Governance as outlined in Clause 49 of the Listing Agreement with the Bombay Stock Exchange, Mumbai. A separate report on Corporate Governance is produced as a part of the Annual Report along with the Auditor''s Certificate on its compliance.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agree- ment, forms part of this report and the same is annexed.

11. FIXED DEPOSITS

Your Company has not raised any Fixed Deposits as on 31st March, 2014 so as to attract the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Accep- tance of Deposits) Rules, 1975 as amended from time to time.

There is no amount outstanding or due to any deposit holder.

12. INTERNAL CONTROL SYSTEMS

Your Company has well established procedures for internal control commensurate with its size and operations. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

13. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY AND ABSORPTION, FOREIGN EXCHANGE OUT GO

Details of Energy Conservation, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors'') Rules, 1988, are given in Annexure "A" and Annexure "B" respectively, to the Directors Re- port.

14. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff.

None of the employees are drawing Rs. 5,00,000/- and above per month or Rs. 60,00,000/- and above in aggregate per annum, the limits prescribed under Section 217(2A) of the Com- panies Act, 1956.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, your Directors wish to confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(ii) Such Accounting policies have been selected and applied consistently and judg ments and estimates are made 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;

(iii) 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 any fraud or other irregu larities has been taken; and

(iv) Accounts for the financial year ended on 31st March, 2014 are prepared on a going- concern basis.

16. AUDIT COMMITTEE:

The Company has constituted an Audit Committee, pursuant to the provisions of Companies Act, 1956 and listing agreement requirements. The roles, powers, independence and com- petency of the audit committee and other details are given under the Corporate Governance Report.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their sincere appreciation and wish to express their thanks for the guidance and assistance received from State & Central govern- ment agencies and Share holders for their continued support and faith in the Company.

For and on behalf of the Board of Directors Karan Woo-Sin Limited

Place: Medak Sd/- Sd/- Date: 13th August, 2014 Anil Agarwal Hemant Kumar Agarwal Director Director DIN: 00040449 DIN: 01629938

---

Mar 31, 2012

The Directors have pleasure in presenting the 20th Annual Report of your Company along with the Audited Accounts for the year ended 31st March, 2012.

1. Financial Results:

(Amount in Lakhs)

Particulars Year ended 31st March, 2012 31st March, 2011

Turnover 267.27 348.51

Other Income 7.55 10.81

Increase / (Decrease) in stock (18.00) 38.86

Total 256.82 398.18 Total Expenditure except Interest

and Depreciation 233.32 338.91 Profit/(Loss) Before Interest,

Depreciation and Tax (PBIDT) 23.50 59.28

Interest 14.26 19.45

Depreciation 31.30 32.03

Profit/ (Loss) Before Tax (22.06) 7.80

Less: Provision for Taxation - 0.02

Net Profit/ (loss) before prior period items (22.06) 7.78

Prior Period Items 0.70 0.06

Net Profit / (Loss) (22.76) 7.72



2. Review of Operations:

The company operations have continued to be severely hit due to absence of demand from Europe.

3. Future Prospects:

The company continues to be a strong player in the domestic private label market. Your directors do not see strong demand emanating from our traditional market in Europe in the short and medium term. The domestic market too is not enlarging substantially. Your directors are working on developing new markets in the USA and other countries, acquiring new machines to produce fashion socks for the young and to monetise some of the company's surplus fixed assets to fund domestic market creation.

4. Directors' Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them your directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) Appropriate accounting policies have been selected and applied consistently and have 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 March 31, 2012 and of the loss of the company for the year ended on that date.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

5. Corporate Governance:

(a) Management Discussion and Analysis Report is enclosed.

(b) As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance Practices followed by the Company together with a certificate from the Company's Auditor confirming compliance is set out in the Annexure forming part of this report.

6. Fixed Deposits:

The Company has not invited and raised any fixed deposits as on 31st March, 2012 in terms of the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 as amended from time to time. There are no outstanding or unclaimed deposits as on 31st March, 2012.

7. Particulars of Employees:

During the year under review, no employee of the company was in receipt of remuneration for the whole year which in the aggregate was Rs 60,00,000/- or more per annum nor was any employee in receipt of remuneration Rs.5,00,000/- or more per month for the any part of the year in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

During the year under review, industrial relations of the company continued to be cordial and peaceful.

8. Particulars regarding Energy Conservation, Technology Absorption and Foreign Exchanges Earnings & Outgo:

Details of Energy Conservation, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure "A" and Annexure "B" respectively, to the Directors Report.

9. Directors:

In accordance with the requirement of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Hemant Kumar Agarwal and Mr. Srikishan Badruka, who retire by rotation and the board, recommend their reappointment.

10. Auditors:

M/s Niranjan & Narayan, Chartered Accountants, the Company's Auditors, hold office till the conclusion of this Annual General Meeting. They have signified their willingness to accept their re- appointment and have further confirmed their eligibility under section 224 (1-B) of the Companies Act, 1956.

11. Directors clarification on the qualification of Auditors: Ref.No. Auditor Qualifications Directors Clarification 4 In our opinion, the Balance Sheet and the The Company is in touch Statement of Profit and Loss dealt with by with the Life Insurance this report comply with the accounting Corporation of India to standards referred to in sub-section (3C) of conduct an actuarial section 211 of the Companies Act, 1956, valuation and to issue a except for Accounting Standard-15, gratuity policy to the Accounting for retirement benefits in the Company. financial statements of employer - refer point no. 4 of Notes on Accounts.

z9. a. According to the information and explanations It was confirmed to the given to us, and on the basis of our Board that payments examination of the books of account, the towards Service Tax, Company has not been regular in depositing Provident Fund and Income with appropriate authorities undisputed Tax Deducted at Source statutory dues including Service Tax, Excise have already been remitted Duty, Provident Fund, ESI and Income Tax with the appropriate Deducted at Source. authorities along with

Interest.

12. Listing at Stock Exchanges:

The Equity Shares of the company are listed on Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.

Listing fees to the Bombay Stock Exchange Limited has been paid up- to-date.

13. Acknowledgements:

Your directors thank all the executives, staff and workers of the Company for their dedicated services. Your directors also thank the company's customers and its bankers for their continued trust and co-operation.

//By Order of the Board//

For Karan Woo-Sin Limited,

Sd/- Sd/-

Place : Hyderabad Anil Agarwal Hemant Kumar Agarwal

Date : 04th August, 2012 Director Director

---

Mar 31, 2010

We hereby present the 18th Annual Report and the Audited Statement of Accounts for the Financial Year ended 31st March, 2010.

1. FINANCIAL RESULTS:

(Rs. in Lakhs) Particulars Year ended Year ended

31.03.2010 31.03.2009

Turnover 240.31 318.97

Other Income 37.32 30.20

Increase / (Decrease) in stock 26.55 (8.26)

Total 304.18 340.91

Total Expenditure except Interest

and Depreciation 249.35 320.02 Profit/(Loss) Before Interest,

Depreciation and Tax (PBIDT) 54.83 20.89

Interest 17.71 12.05

Depreciation 33.63 34.20

Profit/ (Loss) Before Tax 3.49 (25.36)

Less: Provision for Taxation 0.26 1.18

Net Profit/ (loss) 3.23 (26.54)

Prior Period Items 0.04 (16.49)

Net Profit / (Loss) 3.19 (43.03)

Add: Loss b/f from previous year (367.81) (324.76)

Loss carried forward to Balance sheet (364.62) (367.79)

2. REVIEW OF OPERATIONS

The companys operations have continued to be severely hit due to absence of demand from Europe. The huge decline in the value of the Euro has not helped in resurrecting demand.

3 FUTURE PROSPECTS

The slow down and the resultant economic crisis has caused the closure of a large number of production units which seems to be triggering import demand during the current financial year. As the European economies recover, we foresee a strong jump in demand.

The company has established itself as a strong player in the domestic private label market. The companys products are sold under well-known apparel and lifestyle brands. Your Directors are focusing their attention to increase volumes and prices in the domestic market.

4. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them your directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) Appropriate accounting policies have been selected and applied consistently and have 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 March 31, 2010 and of the Profit of the company for the year ended on that date.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

5. COPORATE GOVERNANCE

(a) Management Discussion and Analysis Report is enclosed.

(b) As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company together with a certificate from the Companys Auditor confirming compliance is set out in the Annexure forming part of this report.

6. FIXED DEPOSITS

The Company has not invited and raised any fixed deposits as on 31st March, 2010 in terms of the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 as amended from time to time. There are no outstanding or unclaimed deposits as on 31st March, 2010.

PARTICULARS OF EMPLOYEES:

During the year under review, no employee of the company was in receipt of remuneration for the whole year which in the aggregate was Rs 24,00,000/- or more per annum nor was any employee in receipt of remuneration Rs.2,00,000/- or more per month for the any part of the year in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

During the year under review, industrial relations of the company continued to be cordial and peaceful.

7. PARTICULARS REGARDING ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details of Energy Conservation, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure "A" and Annexure "B" respectively, to the Directors Report.

8. DIRECTORS:

In accordance with the requirement of the Companies Act, 1956 and the Articles of Association of the Company, Mr. A.G. Ravindranath Reddy and Mr. Sri Kishan Badruka, who retire by rotation and the Board, recommend their reappointment.

Mr. Hemant Agarwal was appointed by the Board as an Additional Director of the Company to hold office up to the date of ensuing Annual General Meeting and he shall be appointed as Director at the ensuing Annual General Meeting in order to continue in the office. The Board recommends his appointment.

9. AUDITORS:

M/s Niranjan & Narayan, Chartered Accountants, the Companys Auditors, hold office till the conclusion of this Annual General Meeting. They have signified their willingness to accept their re- appointment and have further confirmed their eligibility under section 224 (1-B) of the Companies Act, 1956

10. DIRECTORS CLARIFICATION ON THE QUALIFICATION OF AUDITORS

Sl. No Auditor Qualifications Directors Clarification

1 In our opinion, the Balance The Company is in touch with the Life Sheet and the Profit and Loss Insurance Corporation of India to Account dealt with by this conduct an actuarial valuation and to report comply with the issue a gratuity policy to the Company. accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, except for Accounting Standard-15, Accounting for retirement benefits in the financial statements of employer - refer point no. 5 of Notes on Accounts.

2. According to the information It was confirmed to the Board that and explanations given to us, payments towards Service Tax, and on the basis of our Provident Fund and Income Tax examination of the books of Deducted at Source have already been account, the Company has not remitted with the appropriate been regular in depositing with authorities along with penalty. appropriate authorities undisputed statutory dues The Board was also informed that the including Service Tax, amount to be remitted with the Investor Provident Fund, Income Tax Education fund will be remitted at the Deducted at Source and earliest. Investor Protection Fund.

11. LISTING AT STOCK EXCHANGES:

The Equity Shares of the company are listed on Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001

Listing fees to the Bombay Stock Exchange Limited has been paid up- to-date.

12. REDUCTION OF PAID UP CAPITAL:

As you are all aware that in the last Annual General Meeting, your company passed a Special Resolution for reduction of Paid up Equity Capital of the Company from Rs.8,23,50,000/- divided into 82,35,000 Equity shares of Rs.10/- each to Rs.4,94,10,000/- divided into 82,35,000 Equity shares of Rs.6/- each fully paid-up by canceling the accumulated loss of Rs. 3,29,40,000/- which represents 82,35,000 shares of Rs.4/- each, which has been lost and is unrepresented by the available assets.

Your Company is in the process of getting an in-principle approval from the Bombay Stock Exchange Limited for moving a petition with the Honorable High Court of Andhra Pradesh.

13. ACKNOWLEDGEMENTS:

Your directors thank all the executives, staff and workers of the Company for their dedicated services.

Your directors also thank the companys customers and its bankers for their continued trust and co-operation



//By Order of the Board// For Karan Woo-Sin Limited,

Sd/- Sd/-

ANIL AGARWAL HEMANT KUMAR AGARWAL

DIRECTOR DIRECTOR

Place : Hyderabad, Date : 12.08.2010.