Directors Report of Maral Overseas Ltd.

Mar 31, 2025

Your Directors are pleased to present the Thirty Sixth (36^th) Annual Report of your Company on business and operations
along with the Audited Financial Statements and the Auditor''s Report thereon for the financial year ended 31^st March, 2025.

1. Financial Results

The Financial performance of the Company for the year ended 31^st March, 2025 is summarized as below:

in I okM

Particulars	2024-25	2023-24
Revenue from Operations	1,04,703	96,006
Profit/(Loss) before Interest & Depreciation & Amortisation	4,522	5,975
Less: Finance Cost	3,668	3,395
Profit/(Loss) before Depreciation & Amortisation	854	2,580
Less: Depreciation & Amortisation	3,417	3,426
Profit/(Loss) before Tax	(2,563)	(847)
Less:
a) Current Tax	-	-
b) Deferred Tax	(143)	130
c) Taxes adjustment for earlier years	-	-
Profit/(Loss) after Tax	(2,420)	(976)
Add: Opening Balance - Retained Earning	1,230	2,121
Add: Other Comprehensive Income	68	85
Balance at the end of the year- Retained Earning	(1,122)	1,230

2. Operational Performance

The Directors of your Company inform the members
that the textile industry witnessed a gradual recovery
in demand during the year under review, leading to
improved capacity utilization across both the yarn
and fabric segments. Despite this positive trend, the
spinning division continued to face margin pressure
due to an oversupply situation, and particularly
affecting the basic grey yarn segment, where margins
were severely impacted. The softness in international
cotton prices further weighed on margins for basic
yarns. However, value-added and sustainable yarns
performed relatively better, contributing stronger
margins. During the year, the spinning division

operated at 89% capacity, primarily due to a strategic
decision to reduce the production of those yarns,
where realizations did not justify marginal or variable
costs. Further, Melange yarn business established a
solid foundation supported by increased customer
engagement in both domestic and specific international
markets. The Company''s resulted consistent volume
growth in last quarter of FY25, resulted in full capacity
utilization by the end of the financial year.

In the fabric segment, overall performance was
impacted by subdued global demand and pricing
pressures, particularly during the first three quarters.
The Company has set ambitious targets for the fabric

division, focusing on improved capacity utilization and
enhanced realizations. With regard to the Garment
segment, the business outlook remained positive
across key customers, with improved engagement
from a leading customer through an expanded range of
categories, fabrics, and styles. The Company also aims
to strengthen collaborations with premium brands in
the US and EU. In view of the cost optimization strategy
to enhance profitability and operational efficiency, the
Company consolidated the operations of its Garment
Unit located at A-11, Hosiery Complex, Phase-II
(Extension), Noida - 201305, with its existing Units at
D-347, Sector 63, Noida - 201301, and A-37, Sector
64, Noida - 201301. Further, after consolidation of the
said Unit, the lease shall be discontinued with effect
from 15^th April, 2025.

Your Company achieved a turnover of C1,04,703 Lakh
for the year ended 31^st March, 2025 against C96,006
Lakh in the previous year ended 31^st March, 2024.
Further, the Company achieved an operational profit
of C4,522 Lakh as against C5,975 Lakh in the previous
year. The Company recorded a Net Loss of C2,420
Lakh as against a Net loss of C977 Lakh reported in
the previous year.

During the period under review, your Company
recorded a production of 16,337 MT of grey yarn (FY24
17,155MT), 3,183 MT of dyed yarn (FY24 2,852 MT),
4,026 MT of grey knitted fabric (FY24 3,551 MT), 5,879
MT of processed fabric (FY24 4,978 MT), 2,510 MT
of Melange Yarn and 44.12 Lakh pieces of garments
(FY24 36.05 Lakh pieces).

During the year under review, the Company''s exports
(FOB value) were to the tune of C46,435.12 Lakh
(FY24 C43,153 Lakh) and accounted for 44.35%
(FY24: 44.95%) of the Company''s turnover. The yarn
business accounted for 51.77% (FY24: 53.87%) while
knitted fabric and garment business accounted
for 25.84% (FY24: 24.17%) and 22.39% (FY24:
21.96%) respectively.

3. Modernization, Expansion and Diversification

Your Directors in their previous report had informed the
members about a modernization program comprising
of Spinning, Processing, Knitting and Bio Fuel Boiler
and Thermic Fluid Heater at a capital outlay of C22.18
Crores at its Sarovar Plant. During the previous year,
the said modernization program of C22.18 Crores

had been fully completed and the Company started
deriving benefits from the same.

Your Directors take pleasure in informing members
that in order to enhance value and adapt to evolving
market demands, during the year under review, the
Company identified another capital expenditure plan
of C30.66 Crores for modernization, replacement
of machinery and capacity additions in Yarn Dying
Department and Dye house process fabric at the
Sarovar plant. This will enhance capacity, efficiency
and customer satisfaction, ultimately driving business
growth and sustainability.

4. Number of meetings of Board of Directors

The particulars of the meetings of Board of Directors
held during the year, along with details regarding the
meetings attended by the Directors forms part of
Corporate Governance Report. The composition of
Board and its Committees has also been provided in
detail in Corporate Governance Report.

5. Dividend and Other Appropriations

In view of the financial position of the Company during
the year under review, the Board of Directors have
not recommended any dividend on the Equity Shares
of the Company.

6. Corporate Social Responsibility

Your Company considers Corporate Social
Responsibility (''CSR'') and sustainability initiatives and
practices, as an important element of doing business,
as a responsible corporate citizen. Your Company has
been involved with social initiatives and engages in
various activities in the fields of education, healthcare
and community upliftment.

CSR initiatives and activities of the Company are
aligned to the requirements of Section 135 of the
Companies Act, 2013. The composition and terms
of reference of the CSR Committee are given in the
Corporate Governance Report. The Annual Report
on the CSR initiative undertaken by the Company as
per the Companies (Corporate Social Responsibility
Policy) Rules, 2014, is annexed as Annexure I forming
part of this Report. The Company''s Corporate Social
Responsibility Policy as approved by the Board of
Directors is disclosed on the website of the Company
at https://www.maraloverseas.com/policy/MOL
CSR_Policy.pdf.

7. Annual Return

Pursuant to Section 92 of the Companies Act, 2013
and Rule 12 of the Companies (Management and
Administration) Rules, 2014, Annual Return for the
financial year 2024-25, is available on the website
of the Company at https://maraloverseas.com/
annualreturn.php.

8. Directors and Key Managerial Personnel

The Board of Directors of your Company as on date of
this report comprises Seven (7) directors, of which one
(1) is a Chairman & Managing Director and CEO, one
(1) Joint Managing Director, one (1) Non-Independent
& Non- Executive Director and four (4) Directors are
Non-Executive & Independent Directors.

Pursuant to provisions of Section 152 of the Companies
Act, 2013, Shri Shantanu Agarwal (DIN-02314304) is
liable to retire by rotation and being eligible offers
himself for re-appointment at the 36^th Annual General
Meeting of your Company.

Your Directors further inform the members that
pursuant to the provisions of Section 149(7) of the
Companies Act, 2013, a declaration has been received
from the Independent Directors at the beginning of the
financial year stating that the criteria of independence
have been met as specified under sub-section (6) of
Section 149 of the Companies Act, 2013 and Regulation
16(1)(b) and 25(8) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as
amended form time to time.

During the year under review, Smt. Romi Jatta (DIN:
10045383), Shri Amitabh Gupta (DIN: 01646370),
and Shri Raman Singh Sidhu (DIN: 00121906) were
appointed as Independent Director with effect from
1^st August, 2024 initially for a term of five consecutive
years and their appointments was approved by the
members at the 35^th Annual General Meeting held on
27^th August, 2024 by passing of Special Resolution(s).
Further, as per the Special Resolution(s) passed
by members of the Company through postal ballot
on 20^th March, 2025, Shri Shekhar Agarwal (DIN:
00066113) was re-appointed as Managing Director for
a period of 3 years with effect from 1^st April, 2025 and
continue to hold the position of Chairman & Managing
Director & CEO of the Company; and Shri Shantanu
Agarwal (DIN: 02314304) was re-appointed as Joint
Managing Director for a period of 3 years, with effect
from 19^th June, 2025.

During the year under review, Dr. Kamal Gupta
(DIN: 00038490) and Shri Priya Shankar Dasgupta
(DIN: 00012552), both had completed their tenure
towards second term and consequently ceased to
be Independent Directors of the Company with effect
from close of business hours on 25^th September, 2024.

Shri Shekhar Agarwal, Chairman & Managing Director
and CEO, Shri Shantanu Agarwal, Joint Managing
Director, Shri Manoj Gupta, Chief Financial Officer and
Shri Sandeep Singh, Company Secretary & Compliance
Officer are the Key Managerial Personnel of the
Company as on 31^st March, 2025.

None of the Directors of the Company are disqualified
as per the provisions of Section 164 of the Companies
Act, 2013. Further, none of the Directors are debarred
from holding the office of Director pursuant to any
SEBI Order or any other such authority. The Directors
have made necessary disclosures, as required
under various provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

9. Nomination and Remuneration Policy

Pursuant to the provisions of Section 178 of the
Companies Act, 2013 and Regulation 19 read with
Schedule II Part D of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a
Nomination and Remuneration Policy had been framed
for the appointment of Directors, Key Managerial
Personnel and Senior Management and fixation of
their remuneration. The Nomination and Remuneration
Policy of the Company is annexed as Annexure II and
forms part of this Report.

Your Directors inform the members that the Nomination
and Remuneration Committee as well as your Directors
endeavor to follow the policy and all appointments in
Board and Senior Management are considered at the
meeting of the Committee and the Board.

10. Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, annual evaluation
has been done by the Board of its own performance,
its Committees and individual Directors. The manner
of evaluation is mentioned in the Nomination and
Remuneration policy which forms part of this Report.
Your Directors feel pleasure in informing the members

that the performance of the Board as a whole and its
members individually was adjudged satisfactory.

Further, every Independent Director of the Company
is familiarized with the Company, their roles, rights,
responsibilities in the Company, nature of industry
in which Company operates, business model of the
Company, etc., through various programs.

11. Auditors

Statutory Auditor

S S Kothari Mehta & Co. LLP, Chartered Accountants,
(Firm Registration No. 000756N/N500441) were
appointed as Statutory Auditors of the Company for the
second term of five consecutive years, commencing
from the conclusion of 33^rd Annual General Meeting
(''AGM'') held on 25^th August, 2022 till the conclusion of
38^th AGM of the Company to be held in the year 2027.
S S Kothari Mehta & Co. LLP, Chartered Accountants,
have confirmed their eligibility under section 141 of
the Companies Act, 2013 and rules framed thereunder.

During the year under review, the Auditor did not report
any matter under Section 143(12) of the Companies
Act, 2013; therefore, no detail is required to be
disclosed under Section 134(3) (ca) of the Companies
Act, 2013. The observations of the Auditor, if any, are
explained wherever necessary, in the appropriate notes
to the accounts. The Statutory Auditor''s Report does
not contain any qualification, reservation or adverse
remark, disclaimer or emphasis of matter.

Internal Auditors

Pursuant to Provisions of section 138 of the
Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, the Company had appointed
M/s. GSA & Associates, LLP, Chartered Accountants
and M/s. Arvind Kaul and Associates, Chartered
Accountants as Internal Auditors of the Company
for the financial year 2024-25 for Sarovar Plant and
Garment Units respectively.

The role of Internal Auditors includes but is not
limited to review of internal systems, standard
operating procedures, adherence to statutory laws &
other operational norms as set by the management,
monitoring of implementation of corrective actions
required, reviewing of various policies and ensure its
proper implementation, etc.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies
Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Company had appointed M/s. Manisha Gupta
& Associates, Practicing Company Secretaries, as
Secretarial Auditor of the Company for the year ended
31^st March, 2025. The Secretarial Audit Report does
not contain any qualification, reservation or adverse
remark. The Report of Secretarial Auditor is annexed
as Annexure III forming part of this Report.

Further, pursuant to the provisions of Regulation
24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section 204 of
the Companies Act, 2013 and rules made thereunder,
the Audit Committee and the Board of Directors have
approved and recommended the appointment of
M/s. Manisha Gupta & Associates, Peer Reviewed Firm
of Company Secretaries in Practice (Firm Registration
Number: 3290/2023) as Secretarial Auditors of the
Company for a term of upto 5(five) consecutive years
to hold office from the conclusion of ensuing 36^th
Annual General Meeting ("AGM") till the conclusion
of 41^st Annual General Meeting of the Company to be
held in the year 2030, for approval of the members at
ensuing AGM of the Company. Brief profile and other
details of M/s. Manisha Gupta & Associates, Company
Secretaries in Practice, are separately disclosed in the
Notice of 36^th AGM.

M/s. Manisha Gupta & Associates have given
their consent to act as Secretarial Auditors of the
Company and confirmed that they are not disqualified
to be appointed as Secretarial Auditors in terms of
provisions of the Companies Act, 2013 & Rules made
thereunder and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Cost Auditor

Pursuant to provisions of Section 148 of the
Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014 and the Companies
(Cost Records and Audit) Rules, 2014 as amended,
the Board of Directors of the Company on the
commendation of Audit Committee had approved the
appointment of M/s. K. G. Goyal & Co. as Cost Auditor
to conduct the audit of cost records for the year ended
31^st March, 2025.

12. Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments are
given in the notes to the financial statements at
appropriate places.

13. Particulars of Contracts or Arrangements with
Related Parties

During the financial year all contracts/arrangement/
transactions entered into by the Company with
related parties were in compliance with applicable
provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. Prior Omnibus approval of the
Audit Committee was obtained for all related party
transactions, which are foreseen and repetitive in
nature. Pursuant to the said omnibus approval, details
of transactions entered into are also reviewed by the
Audit Committee and the Board of Directors on a
quarterly basis.

All related party transactions entered into by the
Company during the financial year with related parties
were on arm''s length basis at prevailing market price and
in the ordinary course of business. During the financial
year, there was no material contract or arrangement
entered into by the Company with any of the related
parties. Your Directors draw attention of the members
to note no. 40 to the financial statements which contain
particulars with respect to related parties. The policy on
dealing with the related party transactions as approved
by the Board of Directors is disclosed on the website
of the Company under the following link: https://
maraloverseas.com/policy/Related%20Party%20
Transactions%20policy.pdf

14. Significant and Material Orders Passed by the
Regulators or Courts

There was no significant and material order passed by
the regulators or courts during the year under review.

15. Risk Management

Your Company recognizes that risk is an inherent
aspect of business and is committed to managing it
proactively and effectively. Accordingly, your Company
has adopted Risk Assessment and Mitigation Policy,
as amended and approved by the Board of Directors,
for identification, assessment and mitigation of the
risks. The Policy outlines comprehensive framework
for categorizing risks into External, Internal and Other
Risks. Identified risks are systematically addressed

through mitigating actions on a continuous basis.
The Company endeavor to continuously sharpen its
Risk Management systems and processes in line with
rapidly changing business environment. The Company,
through its risk management process, aims to contain
the risks within its risk appetite. Further, the policy
aims at creating and protecting shareholders'' value
by minimizing threats, weaknesses and identifying
and maximizing opportunities. Pursuant to the policy,
your Directors periodically review the risks associated
with the business or which threaten the prospects
of the Company.

16. Corporate Governance

Your Company has a rich legacy of ethical governance
practices and is committed to transparency in all its
dealings and places high emphasis on business ethics.
Your Company always emphasising on managing its
affairs with diligence, transparency, responsibility
and accountability thereby upholding the important
dictum that an organization''s corporate governance
philosophy is directly linked to its performance.
The Company understands and respects its fiduciary
role and responsibility towards its stakeholders and to
the society at large, and strives to serve their interests,
resulting in creation of value for all stakeholders.

A report on Corporate Governance along with the
Certificate of Statutory Auditors confirming compliance
of Corporate Governance as stipulated under point E
of Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as
amended, forms an integral part of this Annual Report.

17. Whistle Blower Policy

The Vigil Mechanism as envisaged in the Companies
Act 2013, the Rules prescribed thereunder and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 are captured in the Company''s
Whistle Blower Policy to enable all the stakeholders
of the Company to report genuine concerns, to provide
for adequate safeguards against victimization of
persons who use such mechanism. The Company has
appointed a Nodal Officer to whom the complaints
can be made. In exceptional cases an opportunity
is provided to the Whistle Blower to make a direct
appeal to the Chairperson of the Audit Committee.
All employees shall be protected from any adverse
action for reporting any unacceptable or improper
practice and/or any unethical practice, fraud, or

violation of any law, rules, or regulations. The policy
has been disclosed on the website of the Company at
https://www.maraloverseas.com/policy/Whistle%20
Blower%20Policy.pdf.

18. Management Discussion and Analysis Report

Management Discussion and Analysis Report, as
required under Schedule V read with Regulation
34(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, forms
part of this Annual Report.

19. Internal Control Systems

Your Company maintains adequate Internal Control
system and procedures commensurate with its size and
nature of operations of the Company. The Company''s
governance framework is designed to enhance
performance predictability, business continuity
and ensure organization-wide compliance with all
relevant laws of the land. Internal Control systems
are designed to provide a reasonable assurance over
reliability in financial reporting, ensure appropriate
authorization of transactions, safeguarding the assets
of the Company and prevent misuse/ losses and legal
compliances. Internal Controls also facilitate optimum
utilization of resources, protect Company''s assets
and stakeholder''s interests. Internal Auditors also
ensure proper compliance of all policies and Standard
Operating Procedures (SOPs) adopted by the Company.
Internal Audit reports are periodically reviewed by the
management and the Audit Committee and necessary
improvements are undertaken, if required.

20. Energy Conservation, Technology Absorption
and Foreign Exchange Earnings and Outgo

Your Directors inform the members that your Company
continuously evaluates various energy conservation
measures in all areas of operation across all its
manufacturing plants. The information required to
be disclosed pursuant to Section 134(3) (m) of the
Companies Act, 2013 read with the Rules, 8(3) of
the Companies (Accounts) Rules, 2014 is given in
Annexure-IV forming part of this Report.

21. Particulars of Employees

The information pursuant to Section 197 of the
Companies Act, 2013, read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is annexed as
Annexure-V forming part of this Report.

Further, disclosures pursuant to Rule 5(2) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The relevant
Statement is annexed as Annexure-VI forming part
of this Report.

22. Significant material changes after balance sheet
date affecting financial position

There is no change which affects the financial position
of the Company between the end of the financial year
of the Company to which the financial statements
relate i.e. 31^st March, 2025 and the date of Report

i.e. 8^th May, 2025.

23. Subsidiaries, Joint Ventures and Associates
Companies

The Company does not have any Joint Ventures,
Subsidiaries and Associate Companies.

24. Public Deposit

During the year under review, your Company has not
accepted any public deposit within the meaning of
provisions of section 73 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits)
Rules, 2014 and there is no outstanding deposit
due for repayment.

25. Disclosure under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

In line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has complied
with provisions relating to the constitution of Internal
Complaints Committee for reporting concerns with
regard to sexual harassment at workplace.

Your Directors inform the members that during the
year under review, Internal Complaint Committee
did not receive any complaint with regard to
sexual harassment.

26. Directors'' Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act,
2013, the Directors state that:

a. in the preparation of the annual accounts,
applicable accounting standards have been
followed and no material departures have been
made from the same;

b. appropriate accounting policies have been
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 on 31^st March, 2025
and of the profit and loss for the year ended
31^st March, 2025;

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

d. the annual accounts have been prepared on a
Going Concern basis;

e. proper internal financial controls were in place
and financial controls were adequate and were
operating effectively;

f. the systems to ensure compliance with the
provisions of all applicable laws were in place,
adequate and operating effectively.

27. Disclosure of Accounting Treatment

The Company has followed the same accounting
treatment as prescribed in the relevant Indian
Accounting Standards while preparing the
Financial Statements.

28. Transfer to Investor Education and Protection
Fund

In terms of the provisions of Section 124 and 125 of
the Companies Act, 2013 read with the provisions of
Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016, there was no
unclaimed amount or shares during the financial year
that were required to be transferred to the Investor
Education and Protection Fund (IEPF) established by
the Central Government.

Details of unpaid / unclaimed amount of dividend
pertaining to financial year 2021-22, are available
at the website of the Company at https://
www.maraloverseas.com/unpaid&unclaimeddivened.
php. Pursuant to Section 124 and 125 of the Companies
Act, 2013, dividend that are unpaid or not claimed
within a period of 7 (seven) consecutive years from the
date of transfer to the Unpaid Dividend Account of the
Company, are liable to be transferred by the Company
to the Investor Education and Protection Fund ("IEPF").
Further, according to said IEPF Rules, shares in respect

of which dividend remains unpaid/ unclaimed by the
shareholder(s) for 7 (seven) consecutive years shall
also be liable to be transferred to the Demat account of
the IEPF Authority. Therefore, the Company requests
all the members to encash/ claim their unpaid/
unclaimed dividend within the prescribed time.

29. Compliance with Secretarial Standards

The Company is in compliance with the applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India and approved by the
Central Government under Section 118(10) of the
Companies Act, 2013.

30. General

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

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

ii. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

iii. No amount has been transferred to General
Reserves during the year.

iv. There was no change in the nature of business
of the Company.

v. There was no fraud detected which has been
reported to the Audit Committee / Board of
Directors as well as to the Central Government.

31. Acknowledgements

Your Directors place on record their acknowledgement
and sincere appreciation to all our clients, customers,
vendors, dealers, bankers, investors, other business
associates, Central and State Governments for their
continued support and encouragement during the
year and their confidence towards the management.
Your Directors would also like to thank employees at all
levels for their hard work, dedication and commitment.

For and on behalf of the Board of Directors
Maral Overseas Limited

Shekhar Agarwal

Chairman & Managing Director and CEO
DIN: 00066113

Place: Noida (U.P.)

Date: 8^th May, 2025

---

Mar 31, 2024

Operational Performance

The Directors of your Company inform the members that during the year under review, the textile industry faced challenges with weak international demand, particularly in Europe and the USA, attributed to inflation and stagnant domestic markets. Additionally, rising costs, including increased minimum wages and withdrawal of power subsidies by the Government of Madhya Pradesh, added pressure on operational expenses. During the year under review, spinning division operated at ~92% capacity due to decreased demand and low margins in certain yarn types, impacting profitability. Fabric segment was impacted by challenging global market conditions and lower customer

Your Directors are pleased to present the Thirty Fifth Annual Report of your Company on business and operations along with the Audited Financial Statements and the Auditor''s Report thereon for the financial year ended 31^st March, 2024.

The Financial performance of the Company for the year ended 31^st March, 2024 is summarized as below:

Financial Results		(Rs. in Crore)
Particulars	2023-24	2022-23
Revenue from Operations	960.06	1025.85
Profit before Interest & Depreciation	59.75	34.71
Less: Finance Cost	33.95	23.10
Profit before Depreciation & Amortisation	25.80	11.61
Less: Depreciation & Amortisation	34.26	29.97
Profit/(Loss) before Tax	(8.40)	(18.36)
Less:
a) Current Tax	-	-
b) Deferred Tax	1.30	(1.69)
c) Taxes adjustment for earlier years	-	(0.74)
Profit/(Loss) after Tax	(9.77)	(15.93)
Add: Opening Balance	21.21	45.39
Add: Transfer to Capital Redemption Reserve	-	-
Add: Other Comprehensive Income	0.85	0.05
Add: Dividend Distribution	-	(8.30)
Balance at the end of the year- Retained Earning	12.29	21.21

Number of meetings of Board of Directors

The particulars of the meetings of Board of Directors held during the year, along with details regarding the meetings attended by the Directors forms part of Corporate Governance Report. The composition of Board and its Committees has also been provided in detail in Corporate Governance Report.

Dividend and Other Appropriations

In view of the financial position of the Company during the year under review, the Board of Directors have not recommended any dividend on the Equity Shares of the Company.

target prices, leading to lower than expected capacity utilization. Despite this, the fabric segment remained profitable. The garment segment faced challenges due to inflation and decreased orders from international buyer''s, exacerbated by sluggish domestic demand. Efforts in forthcoming year will concentrate on optimizing capacity use and enhancing operational efficiencies to offset margin pressures.

The Company aims to expand customer base, introduce new yarns, and focus on high-margin segments like cellulosic blended and specialty yarns. Further, marketing strategy for Garment segment would continue on similar lines as before, to take advantage of Company''s vertical integration and pitch to the global brands.

Your Company has commenced the commercial operations of the new Spinning Unit set-up for producing Melange Yarn at Sarovar Plant with effect from 30^th March, 2024.

In view of cost optimization at the garment division to increase profitability and efficiency, operations of Unit located at C-126, Sector 63, Noida-201307 (U.P.) was consolidated with Unit located at A-37, Sector 64, Noida-201301 (U.P.) and after consolidation of said Unit, the lease was discontinued w.e.f. 30^th April, 2023. Further, post closure of financial year 2023-24, operations of Faridabad Unit located at 12/4, Main Mathura Road, Faridabad, Haryana-121003, was also consolidated with operations of unit located at A-37, Sector 64, Noida, Uttar Pradesh-201301, and lease was discontinued with effect from 1^st May, 2024.

Your Company achieved a turnover of C960.06 Crore for the year ended 31^st March, 2024 against C1025.85 Crore in the previous year ended 31^st March, 2023. Further, the Company achieved an operational profit of C59.75 Crore as against C34.71 Crore in the previous year. The Company recorded a Net Loss of C9.77 Crores as against a Net loss of C15.93 Crore reported in the previous year.

During the period under review, your Company recorded a production of 17,155 MT of grey yarn (FY23 13,281 MT), 2,852 MT of dyed yarn (FY23 2,542 MT), 3,551 MT of grey knitted fabric (FY23 3,507 MT), 4,978 MT of processed fabric (FY23 4,756 MT) and 36.05 Lakh pieces of garments (FY23 51.32 Lakh pieces).

During the year under review, the Company''s exports (FOB value) were to the tune of C431.53 Crore (FY23 C432.67 Crore) and accounted for 44.95% (FY23 42.18%) of the Company''s turnover. The yarn business accounted for

53.87% (FY23 45.01%) while knitted fabric and garment business accounted for 24.17% (FY23 28.64%) and 21.96% (FY23 26.35%) respectively.

Modernization, Expansion and Diversification

Your Directors in their previous report had informed the members about a modernization program of C11.00 Crore comprising of spinning, yarn dyeing, fabric processing, engineering and IT at its Sarovar Plant and an automated cutting machine, with other stitching machines etc. for the new Garment project at the Noida Plant of the Company. Your Directors also informed the members about modernization program of C39.00 Crore comprising of Spinning, Knitting, Processing and Engineering etc. at its Sarovar Plant. During the previous year, the said modernization program of C11.00 Crore and C39.00 Crore had been fully completed and the Company had started deriving benefits from the same.

Your Directors take pleasure in informing members that during the year under review, your Company had undertaken further modernization program comprising of Spinning, Processing, Knitting and Bio Fuel Boiler and Thermic fluid Heater at a capital outlay of C22.18 Crore at the Sarovar plant. It is expected that the said modernization program would be completed during the financial year 2024-25. This will result in improving the overall efficiency of production, quality of products and better utilization of installed capacity resulting to higher profitability and achieving the sustainability goals.

Your Directors in their previous report had informed the members about the project for a 132 KVA Dedicated Feeder line which was dropped. Your Directors propose to explore the possibility of setting up renewable power generation for captive consumption of power coupled with power generation through installation of roof-top solar panels.

Your Directors are hopeful that the above modernization, expansion and diversification program will lead to significant growth in the turnover and profitability of the Company.

Corporate Social Responsibility

Your Company considers Corporate Social Responsibility (''CSR'') and sustainability initiatives and practices, as an important element of doing business, as a responsible corporate citizen. Your Company has been involved with social initiatives and engages in various activities in the fields of education, healthcare and community upliftment.

CSR initiatives and activities of the Company are aligned to the requirements of Section 135 of the Companies Act,

Secretary & Compliance Officer of the Company with immediate effect.

Shri Shekhar Agarwal, Chairman & Managing Director and CEO, Shri Shantanu Agarwal, Joint Managing Director, Shri Manoj Gupta, Chief Financial Officer and Shri Sandeep Singh, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company as on 31^st March, 2024.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013. Further, none of the Directors are debarred from holding the office of Director pursuant to any SEBI Order or any other such authority. The Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013.

Nomination and Remuneration Policy

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Schedule II Part D of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Nomination and Remuneration Policy had been framed for the appointment of Directors, Key Managerial Personnel and Senior Management and fixation of their remuneration. The Nomination and Remuneration Policy of the Company is annexed as Annexure II and forms part of this Report.

Your Directors inform the members that the Nomination and Remuneration Committee as well as your Directors endeavor to follow the policy and all appointments in Board and Senior Management are considered at the meeting of the Committee and the Board.

Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annual evaluation has been done by the Board of its own performance, its Committees and individual Directors. The manner of evaluation is mentioned in the Nomination and Remuneration policy which forms part of this Report. Your Directors feel pleasure in informing the members that the performance of the Board as a whole and its members individually was adjudged satisfactory.

Further, every Independent Director of the Company is familiarized with the Company, their roles, rights, responsibilities in the Company, nature of industry in which Company operates, business model of the Company, etc., through various programs.

2013. The composition and terms of reference of the CSR Committee are given in the Corporate Governance Report. The Annual Report on the CSR initiative undertaken by the Company as per the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure I forming part of this Report. The Company''s Corporate Social Responsibility Policy as approved by the Board of Directors is disclosed on the website of the Company at https://www. maraloverseas.com/policy/MOL CSR Policy.pdf.

Annual Return

Pursuant to Section 92 of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return for the financial year 2023-24, is available on the website of the Company at www.maraloverseas.com/Uploads/ financial/2024MOL MGT-7.pdf

Directors and Key Managerial Personnel

The Board of Directors of your Company as on date of this report comprises Six (6) directors, of which one (1) is a Chairman & Managing Director and CEO, one (1) Joint Managing Director, one (1) Non-Independent & NonExecutive Director and three (3) Directors are Non-Executive & Independent Directors.

Pursuant to Sections 152 of the Companies Act, 2013, Shri Ravi Jhunjhunwala (DIN-00060972) is liable to retire by rotation and being eligible offers himself for re-appointment at the 35^th Annual General Meeting of your Company.

Your Directors further inform the members that pursuant to the provisions of section 149(7) of the Companies Act, 2013, a declaration has been received from the Independent Directors at the beginning of the financial year stating that the criteria of independence have been met as specified under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1 )(b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended form time to time.

During the year under review, Shri Virendra Kumar Garg resigned from the position of the Company Secretary & Compliance Officer with effect from 15^th November, 2023. The Board in its meeting held on 7^th February, 2024, appointed Shri Avnish Maurya as Company Secretary & Compliance Officer of the Company with immediate effect. He also resigned from the said position with effect from 19^th March, 2024. The Board in its meeting held on 20^th March, 2024 appointed Shri Sandeep Singh as Company

AuditorsStatutory Auditors

S S Kothari Mehta & Co. LLP, Chartered Accountants, (Firm Registration No. 000756N/N500441) were appointed as Statutory Auditors of the Company for the second term of five consecutive years, starting from the conclusion of 33^rd Annual General Meeting (''AGM'') held on 25^th August, 2022 till the conclusion of 38^th AGM of the Company to be held in the year 2027. S S Kothari Mehta & Co. LLP, Chartered Accountants, have confirmed their eligibility under section 141 of the Companies Act, 2013 and rules framed thereunder.

During the year under review, the Auditor did not report any matter under Section 143(12) of the Companies Act, 2013; therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013. The observations of the Auditor, if any, are explained wherever necessary, in the appropriate notes to the accounts. The Statutory Auditor''s Report does not contain any qualification, reservation or adverse remark, disclaimer or emphasis of matter.

Internal Auditors

Pursuant to Provisions of section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company had appointed M/s. GSA & Associates, LLP, Chartered Accountants and M/s. Arvind Kaul and Associates, Chartered Accountants as Internal Auditors of the Company for the financial year 2023-24.

The role of Internal Auditors includes but is not limited to review of internal systems, standard operating procedures, adherence to statutory laws & other operational norms as set by the management, monitoring of implementation of corrective actions required, reviewing of various policies and ensure its proper implementation, etc.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Pranav Kumar & Associates, Company Secretaries, as Secretarial Auditor of the Company for the year ended 31^st March, 2024. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Report of Secretarial Auditor is annexed as Annexure III forming part of this Report.

Cost Auditor

Pursuant to provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors)

Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014 as amended, the Board of Directors of the Company on the commendation of Audit Committee had approved the appointment of M/s. K. G. Goyal & Co. as the Cost Auditor to conduct the audit of the cost records of the Company for the year ended 31^st March, 2024.

Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments are given in the notes to the financial statements at appropriate places.

Particulars of Contracts or Arrangements with Related Parties

All contracts/arrangement/transactions entered into by the Company during the financial year with related parties were in compliance with applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Prior omnibus approval of the Audit Committee was obtained for all related party transactions, which are foreseen and repetitive in nature. Pursuant to the said omnibus approval, details of transactions entered into are also reviewed by the Audit Committee and the Board of Directors on a quarterly basis.

All related party transactions entered into by the Company during the financial year with related parties were on arm''s length basis at prevailing market price and in the ordinary course of business. During the financial year, there was no material contract or arrangement entered into by the Company with any of the related parties. Your Directors draw attention of the members to note no. 40 to the financial statements which contain particulars with respect to related parties. The policy on dealing with the related party transactions as approved by the Board of Directors is disclosed on the website of the Company under the following link: https://www.maraloverseas.com/policy/ Related%20Partv%20Transactions%20Policv.pdf

Significant and Material Orders Passed by the Regulators or Courts

There was no significant and material order passed by the regulators or courts during the year under review.

Risk Management

Your Company recognizes that risk is an integral part of business and is committed to manage the risks in a proactive and efficient manner. Your Company has adopted Risk Management Policy for risk identification, assessment and mitigation. Major risks identified by the Company are systematically addressed through mitigating

actions on a continuous basis. The risk management policies cover areas such as Environment, Health & Safety, Statutory Compliances and Returns, Energy, On Time Performance, Quality, Commodity Pricing, Outsourcing, Budgeting and Planning, Government Policies etc. The Company endeavor to continuously sharpen its Risk Management systems and processes in line with rapidly changing business environment. The Company, through its risk management process, aims to contain the risks within its risk appetite. Further, the policy aims at creating and protecting shareholders'' value by minimizing threats, weaknesses and identifying and maximizing opportunities. Pursuant to the policy, your Directors periodically review the risks associated with the business or which threaten the prospects of the Company.

Corporate Governance

Your Company has a rich legacy of ethical governance practices and is committed to transparency in all its dealings and places high emphasis on business ethics. Your Company always places emphasis on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organization''s corporate governance philosophy is directly linked to its performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and to the society at large, and strives to serve their interests, resulting in creation of value for all stakeholders.

A report on Corporate Governance along with the Certificate of Statutory Auditors confirming compliance of Corporate Governance as stipulated under point E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, forms an integral part of this Annual Report.

Whistle Blower Policy

The Vigil Mechanism as envisaged in the Companies Act 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are captured in the Company''s Whistle Blower Policy to enable all the stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism. The Company has appointed a Nodal Officer to whom the complaints can be made. In exceptional cases an opportunity is provided to the Whistle Blower to make a direct appeal to the Chairman of the Audit Committee. All employees shall be protected from any adverse action for

reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rules, or regulations.

The policy has been disclosed on the website of the Company at https://www.maraloverseas.com/policy/ Whistle%20Blower%20Policy.pdf

Management Discussion and Analysis Report

Management Discussion and Analysis Report, as required under Schedule V read with Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, forms part of this Annual Report.

Internal Control Systems

Your Company maintains adequate Internal Control system and procedures commensurate with its size and nature of operations of the Company. The Company''s governance framework is designed to enhance performance predictability, business continuity and ensure organizationwide compliance with all relevant laws of the land. Internal Control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorization of transactions, safeguarding the assets of the Company and prevent misuse/ losses and legal compliances. Internal Controls also facilitate optimum utilization of resources, protect Company''s assets and stakeholder''s interests. Internal Auditors also ensure proper compliance of all policies and Standard Operating Procedures (SOPs) adopted by the Company. Internal Audit reports are periodically reviewed by the management and the Audit Committee and necessary improvements are undertaken, if required.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Your Directors inform the members that your Company continuously evaluates various energy conservation measures in all areas of operation across all its manufacturing plants. The information required to be disclosed pursuant to Section 134(3) (m) of the Companies Act, 2013 read with the Rules, 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure-IV forming part of this Report.

Particulars of Employees

The information pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-V forming part of this Report.

Further, disclosures pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The relevant Statement is annexed as Annexure-VI forming part of this Report.

Significant material changes after balance sheet date affecting financial position

Except the following change, there is no change which affects the financial position of the Company between the end of the financial year of the Company to which the financial statements relate i.e. 31^st March, 2024 and the date of Report i.e. 9^th May, 2024:

• The Company has entered into a settlement agreement in the pending insolvency litigation filed against Orient Craft Limited, for resolving the dispute by receiving settlement amount of C7,25,75,760/-. Upon receipt of settlement amount, the Company has taken necessary steps to withdraw the Petition filed before the National Company Law Tribunal, Chandigarh.

Subsidiaries, Joint Ventures and Associates Companies

The Company does not have any Joint Ventures, Subsidiaries and Associate Companies.

Public Deposit

During the year under review, your Company has not accepted any public deposit within the meaning of provisions of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit due for repayment.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has complied with provisions relating to the constitution of Internal Complaints Committee for reporting concerns with regard to sexual harassment at workplace.

Your Directors inform the members that during the year under review, Internal Complaint Committee did not report receipt of any complaint with regard to sexual harassment.

Directors'' Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors state that:

a. in the preparation of the annual accounts, applicable accounting standards have been followed and no material departures have been made from the same;

b. appropriate accounting policies have been applied consistently and they 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 on 31^st March, 2024 and of the profit and loss of the Company for the year ended 31^st March, 2024;

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

d. the annual accounts have been prepared on a going concern basis;

e. proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. the systems to ensure compliance with the provisions of all applicable laws were in place, adequate and operating effectively.

Disclosure of Accounting Treatment

The Company has followed the same accounting treatment as prescribed in the relevant Indian Accounting Standards while preparing the Financial Statements.

Transfer to Investor Education and Protection Fund

In terms of the provisions of Section 124 and 125 of the Companies Act, 2013 read with the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, there was no unclaimed amount or shares during the financial year that were required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Details of unpaid / unclaimed amount of dividend for the financial year 2021-22, are available at the website of the Company at https://www.maraloverseas.com/ unpaid&unclaimeddivened.php. Pursuant to Section 124 and 125 of the Companies Act, 2013, dividend that are unpaid or unclaimed for a period of 7 (seven) consecutive years from the date of transfer to the Unpaid Dividend Account of the Company, are liable to be transferred by the

Company to the Investor Education and Protection Fund ("IEPF"). Further, according to said IEPF Rules, shares in respect of which dividend remains unpaid/ unclaimed by the shareholders for 7 (seven) consecutive years shall also be liable to be transferred to the Demat account of the IEPF Authority. Therefore, the Company requests all the members to encash/ claim their unpaid/ unclaimed dividend within the prescribed time.

Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

General

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

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

II. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

III. No amount has been transferred to General Reserves during the year.

IV. There was no change in the nature of business of the Company.

V. There was no fraud found which has been reported to the Audit Committee / Board members as well as to the Central Government.

Acknowledgements

Your Directors place on record their acknowledgement and sincere appreciation to all our clients, customers, vendors, dealers, bankers, investors, other business associates, Central and State Governments for their continued support and encouragement during the year and their confidence towards the management. Your Directors would also like to thank employees at all levels for their hard work, dedication and commitment.

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Mar 31, 2018

The Directors are pleased to present the Twenty Ninth Annual Report of your Company on business and operations along with the audited financial statements and the auditor’s report for the financial year ended 31^st March, 2018.

Financial Results

Rs. In Crore

	2017-18	2016-17
Revenue from Operation	640.77	666.70
Profit before Interest & Depreciation	37.68	61.03
Less: Interest/Finance Cost	18.68	17.90
Profit before Depreciation & Amortisation	19.00	43.13
Less: Depreciation& Amortisation	18.40	22.59
Profit/(Loss) before Tax	0.60	20.54
Less:
a) Current Tax	0.10	6.49
b) Mat credit entitlement	(0.10)	0.00
c) Deferred Tax	0.18	0.46
d) Taxes for earlier (including MAT entitlement)	(0.57)	(0.25)
Profit/(Loss) after Tax	0.99	13.84
Add: Opening Balance Add: Other Comprehensive Income	(28.87) 0.10	(42.40) (0.30)
Balance at the end of the year	(27.78)	(28.87)

Number of meetings of the Board

Particulars of the meetings held during the year along with details regarding the meetings attended by the directors form part of the Corporate Governance Report.

The composition of the Board and its committees has also been given in detail in the report on Corporate Governance.

Dividend

In view of the accumulated losses, your Directors do not propose any dividend for the financial year ended 31^st March, 2018.

The carry forward losses are not yet fully set off in the year under review, your directors in compliance of the Companies Act 2013 and rule made thereunder do not recommend the payment of dividend on cumulative Redeemable Preference shares (CRPS) issued by the Company and the same has been already informed by the directors in their previous reports.

Your Company would be able to wipe out the carried over losses in coming years and shall be able to meet its obligations including arrears of dividend on CRPS.

Operations

Your Directors inform the members that during the year under review, the operations of the Company were affected due to several domestic as well as international developments. On the domestic front the new indirect Taxation system in the form of GST was implemented which led to temporary impasse in the sales due to uncertainty. Internationally also there was a slowdown in the global economic which led to decline in the margins of the Company.

The Company achieved a Turnover of Rs. 640.77 Crore for the year ended 31st March, 2018 against Rs. 666.70 Crore in the previous year ended 31st March, 2017. Further the operational profit of the Company stood at Rs. 37.68 Crore as against Rs. 61.03 Crore in the previous year.

The Net profit of the Company was recorded at Rs. 0.99 Crore against Rs. 13.83 Crore in the previous year.

During the period under review, your Company has been able to achieve production of 19093 MT of cotton yarn (18252 MT), 2433 MT of dyed yarn (2531MT), 4317 MT of grey knitted fabric (4542 MT), 4742 MT of processed fabric (5611 MT) and 39.46 Lakh pieces of garments (43.59 Lakh pieces), without any expansion in capacity.

The Yarn division of the Company despite increase in turnover and production reported lower profits. The Fabric division also recorded marginally lower volume due to market conditions. The garment segment continued to remain sluggish due to domestic and international market conditions.

Your Directors are optimistic about better economic condition in future and with the completion of the ongoing modernization programme, your Company would be able to improve its performance and profitability. The Company has initiated certain steps such as better product mix, cost rationalisation, and improving efficiency etc to enhance the performance. The Company is making all possible efforts to improve the margins.

Industry Scenario

The Textile Sector in India ranks next to Agriculture. Textile Industry is providing one of the most basic needs of people and the holds importance; maintaining sustained growth for improving quality of life. It has a unique position as a self-reliant industry, from the production of raw materials to the delivery of finished products, with substantial value-addition at each stage of processing; it is a major contribution to the country’s economy Textile is one of India’s oldest industries and has a formidable presence in the national economy. India’s textile industry is also significant in a global context, ranking second to China in the production of both cotton yarn and fabric and fifth in the production of synthetic fibers and yarns. Textile industry plays a significant role in the economy. The Indian textile industry is one of the largest and most important sectors in the economy in terms of output, foreign exchange earnings and employment in India. The textile sector also has a direct link with the rural economy and performance of major fiber crops and crafts such as cotton, wool, silk, handicrafts and handlooms, which employ millions of farmers and crafts persons in rural and semi-urban areas. It has been estimated that one out of every six households in the country depends directly or indirectly on this sector. The Indian textiles industry, currently estimated at around US$ 108 billion, is expected to reach US$ 223 billion by 2021.

The CAI has estimated cotton crop for the 2017-18 season at 375.00 lakh bales of 170 kgs. each which is higher by 37.75 lakh bales compared to the previous year’s crop of 337.25 lakh bales. The increase in crop estimated for the 2017-18 crop year is on account of the higher acreage under cotton than compared to the previous crop year. The acreage under cotton during 2017-18 is estimated to be more by about 19% than that of the previous season. The projected Balance Sheet drawn by the CAI estimates the total cotton supply for the cotton season 2017-18 at 422.00 lakh bales including the opening stock of 30 lakh bales at the beginning of the year and the imports which are estimated to be 17 lakh bales. The domestic consumption is estimated at 320 lakh bales while the exports are expected to be about 63 lakh bales.

The Government has taken various initiatives for the development of textile industry. The fund allocation for the labour-intensive textiles sector-which provides jobs to about 45 million people-in Union Budget 2018-19 increased 14.7 per cent to Rs. 7,148 crore over the previous year This is a welcome move and provides impetus for investment in the textile and apparel sector. The Indian government has come up with a number of export promotion policies for the textiles sector. The future for the Indian textile industry looks promising, buoyed by both strong domestic consumption as well as export demand.

Modernization and Expansion

Your Directors in their previous report had informed the members that the approval of CDR EG for capex plan of Rs. 80 crore comprising of modernization of Spinning, yarn dyeing and processing and installation of Printing (Digital) and Fabric dyeing and Knitting, Spinning, Yarn Dyeing, Engineering and others Capex.

Your Directors feel Pleasure in informing the members that the above capex programmed had been initiated and shall be completed during the current financial year under review.

You directors are hopeful that with the implementation of the above programs, your company shall be able to realize the full benefits of value addition and shall be able to offer wide range of products. Further, your Director glad to inform you that in order to ensure effective working and seamless flow of information and improved the productivity, Company had updated its existing ERP system within the time frame.

Corporate Social Responsibility

Your Company’s CSR initiative is not only based on the principle of obligation but a commitment as a socially responsible organization. Education is the backbone of every society in this world. Our endeavour is to spark the desire for learning and enlighten minds. Your Company undertakes to fulfill this object by way of providing quality education, initiatives to the poor and needy students, undertaking to impart vocational training, adult education programme and other related infrastructure etc.

In line with this commitment, the Company is continuing with its flagship project of providing education to girl child in the rural area nearby it’s factory location in the state of Madhya Pradesh by mobilizing and motivating non-school going girls from economically and socially backward and poor and weeks families. Your Company fulfils the dreams of underprivileged girl child who are living with the hope that someday someone would reach out to them to fulfil their dreams and aspirations. During the year, your Company continued to provide education to girl child through the medium of 30 learning centres.

The composition and terms of reference of the CSR Committee are given in the Corporate Governance Report.

The detail of the CSR spend by the Company is enclosed as Annexure - I forming part of this report.

Annual Return

Pursuant to section 92 of the Companies Act, 2013 read with Rule 12 of The Companies (Management and administration) Rules, 2014, the Annual Return is attached as Annexure - II.

Directors and Key Managerial Personnel

Your Directors inform the members that, Shri Ravi Jhunjhunwala, Director retire by rotation and being eligible offers himself for reappointment.

Your Directors further inform the members that pursuant to the provisions of Section 149(7) of the Companies Act, 2013 the declaration has been received from Independent Directors at the beginning of the financial year stating that they meet the criteria of independence as specified under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013. The Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013.

Directors’ Appointment and Remuneration Policy

Pursuant to the provision of Section 178 of the Companies Act, 2013 and Schedule II Part D, the role of the Nomination and Remuneration Committee, the Board of Directors on the recommendation of Nomination and Remuneration Committee has framed a policy for the appointment of Directors and Senior Management and their remuneration. The policy forms part of the Board Report as given in Annexure III.

Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annual evaluation has been done by the Board of its own performance, its Committees and the individual Directors. The manner of evaluation is mentioned in the Nomination and Remuneration policy which forms part of Board Report.

Further, every Independent Director of the Company is familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes.

Particulars of Loans, Guarantees or Investments

Details of loans, Guarantees and Investments are given in the notes to the Financial Statements at appropriate places.

Particulars of Contracts or Arrangements with Related Parties

All contracts / arrangements / transaction entered into by the Company during the financial year with related parties are on arm’s length basis and in the ordinary course of business. During the financial year, there was no material contract or arrangement entered into by the Company with any of the related party. Your Directors draw attention of the members to note 43 & 43.2 to the financial statement which contain particulars with respect to related parties. The policy on dealing with the Related Party Transactions as approved by the Board of Directors is disclosed on the website of the Company under the following link: http://maraloverseas.com/pdf/Policy on Related Party Transaction.pdf Further, prior omnibus approvals from the Audit Committee are obtained for the transactions which are repetitive and normal course in nature and in accordance with the Related Party Transaction policy. The disclosures are made to the Audit Committee and the Board of Directors on a quarterly basis.

Significant and Material Orders Passed by the Regulators or Courts.

There was no significant and material order passed by the regulators or courts during the year.

Auditors

Statutory Auditors

During the year under review M/s Doogar & Associates, Chartered Accountant (Firm Registration No. 000561N) and M/s Ashim & Associates, Chartered Accountant (Firm Registration No. 006064N) Joint Statutory Auditor of the Company retired at the conclusion of the 28^th Annual General Meeting as they became ineligible for re-appointment pursuant to Section 139 of the Companies Act and rules made thereunder. M/s Doogar & Associates and M/s Ashim & Associates rendered their services over the years and your Board places on record its appreciation of their services as Joint Statutory Auditor of the Company.

M/s. S.S. Kothari Mehta & Co., Chartered Accountants, New Delhi (Firm Registration No. 000756N), and M/s. P. K. Deora & Co., Chartered Accountants, New Delhi (Firm Registration No. 004167N) were appointed as Joint Statutory Auditors of the Company at the 28th Annual General Meeting of the Company held on 22^nd September, 2017 for a term of 5 years till the conclusion of 33^rd AGM subject to ratification by members at every subsequent Annual General Meeting.

Your Directors inform the members that in accordance with the amendment notified by MCA on 7th May, 2018, the requirement of ratification of the appointment of Statutory Auditors at every Annual General Meeting has been omitted and is no longer required. Accordingly, the notice convening the ensuring Annual General Meeting does not carry resolutions with regard to ratification of appointment of Statutory Auditors. However, both the Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder.

However, The Statutory Auditors have confirmed their eligibility under section 141 of the Companies Act, 2013 and rules framed thereunder.

The observations of the Auditors, if any, are explained wherever necessary, in the appropriate notes to the accounts which are forms part of this Annual Report. The Auditors’ Report does not contain qualification, reservation or adverse remark, disclaimer or emphasis of matter.

Internal Auditors

Pursuant to section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, the Company has appointed M/s BGJC & Associates, Chartered Accountants (LLP) and M/s. Sarat Jain & Co. as the Internal Auditors of the Company.

The role of internal auditors includes but not limited to review of internal audit observations and monitoring of implementation of corrective actions required, reviewing of various policies and ensure its proper implementation, reviewing of SOPs and there amendments if any.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. SGS Associates, Company Secretaries a practicing secretaries firm as the Secretarial Auditor of the Company for the year ending 31^st March, 2018.

The Secretarial Audit Report does not contain qualification, reservation or adverse remark.

The Report of Secretarial Audit is annexed as Annexure - IV.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, textile Companies are required to get their cost records audited. In this connection, the Board of Directors of the Company on the commendation of Audit Committee had approved the appointment of M/s K. G. Goyal & Co. as the Cost Auditor of the Company for the year ending 31^st March, 2018. The remuneration paid to the cost auditor is required to be ratified by the shareholders.

Risk Management

The Company has identified various risks associated with the business. The Company has adopted a risk management policy which acts as an effective tool in mitigating the various risks to which the businesses are exposed. The risk management policies cover areas such as Environment, Health & Safety, Statutory Compliances and Returns, Energy, On Time Performance, Quality, Commodity Pricing, Outsourcing, Budgeting and Planning, Government Policies etc. The risks identified by the business are systematically addressed to the Board through mitigating actions on a continuous basis. Further, the policy aims at creating and protecting shareholders value by minimizing threats and weaknesses and identifying and maximizing opportunities. Pursuant to the policy, your Directors periodically review the risks associated with the business or which threaten the prospects of the Company.

Corporate Governance

Good Corporate Governance is more of a priority than a mere legal obligation. It involves the commitment to run the business in most ethical and transparent manner. It helps to build the confidence of the investors and to establish healthy relationship with all the stakeholders. Apart from the mandatory practice, the Company adopts various voluntary practices to ensure transparency and accountability at highest level. The Company’s vision of achieving its objectives is in line with its consideration for environment, safety and people.

Report on Corporate Governance along with the Certificate of Auditors, M/s. S.S. Kothari Mehta & Co. and M/s. P. K. Deora & Co., Chartered Accountants, confirming compliance of conditions of Corporate Governance as stipulated under Point E of Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, forms part of the Annual Report.

Whistle Blower Policy

The Company, in order to provide mechanism to disclose any unethical and improper practices or any other alleged wrongful conduct or matter of concern in area of accounts, finance, management, operations, employment or any other misconduct in the Company had laid down a Vigil Mechanism also known as Whistle Blower Policy to deal with the instance of fraud and mismanagement, if any.

The Company had appointed the nodal officer to whom the complaints can be made. In exceptional cases an opportunity is provided to the Whistle Blower to make a direct appeal to the Chairman of the Audit Committee.

The policy safeguards the whistle Blower from being victimized. The policy has been disclosed on the website of the Company, the link of which is given hereunder: http://www.maraloverseas.com/pdf/Whistle Blower Policy.pdf Management Discussion and Analysis Report

Management Discussion and Analysis Report, as required by Schedule V of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations), 2015, forms part of the Annual Report. Internal Control Systems

The Company has well placed internal control system which ensures proper safeguard of all assets prevention and detection of frauds and errors and that all the transactions are recorded and reported correctly.

The Audit committee quarterly reviews the Executive summary on the internal audit findings along with the recommendations and management comments. Further, the Action Taken Report/ Compliances as discussed in the previous meeting is placed in the next meeting along with the detailed report. The Internal Auditors also ensure proper compliance of all policies and Standard Operating Procedures (SOPs) adopted by the Company. Internal Auditors report directly to the Audit Committee of the Board.

The Company’s internal control systems comprise of audit and compliance by in-house staff supplemented by internal audit checks by the Internal Auditors.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information required to be disclosed pursuant to Section 134(3) (m) of the Companies Act, 2013 read with the Rules, 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure - V forming part of this Report.

Particulars of Employees

The information pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant statement is annexed as Annexure - VI.

Further, disclosures pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the name along with the particulars of top ten employees along with the employees drawing remuneration in excess of the limits is annexed as Annexure - VII.

Significant Material Changes after Balance Sheet Date Affecting Financial Position

There are no change and commitments which affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate i e 31.03.2018 and the date of report 9th May, 2018.

Subsidiaries, Joint Ventures and Associates Companies

The Company does not have any Joint Ventures, Subsidiaries and Associates Companies.

Public Deposit

Your Company has not accepted any public deposit within the meaning of provisions of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit due for re-payment.

Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors state that:

a. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same;

b. appropriate Accounting Policies have been applied consistently and they 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 on 31^st March, 2017 and of the Profit and Loss of the Company for the year ended on that date;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the

Company and for preventing and detecting fraud and other irregularities;

d. the Annual Accounts have been prepared on a going concern basis.

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Indian Accounting Standards (IND AS)

The Company has followed the guidelines of Accounting Standards/ IND-AS laid down by the Institute of Chartered Accountant of India in preparation of Financial Statement.

General

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

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

ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

iii. No amount has been transferred to General Reserves during the year.

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

v. During the year there is no complaint(s) received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 under review.

vi. There were no frauds found which have been reported to the Audit Committee / Board members as well as to the Central Government.

Cautionary Statement

The statements contained in the Board’s Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

Acknowledgements

Your Directors place on record their acknowledgement and sincere appreciation to all our clients, customers, vendors, dealers, bankers, investors, other business associates, Central and State Government for their continued support and encouragement during the year and their confidence towards the management. Your Directors would also like to thank employees at all levels for their hard work, dedication and commitment.

For and on behalf of the Board

Ravi Jhunjhunwala

Noida (U.P) Chairman

09^th May, 2018 DIN -00060972

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Mar 31, 2016

The Board of Directors hereby present the Twenty Seventh Annual Report on the business and operations of your Company along with the summary of the financial statements for the year ended 31st March, 2016.

Financial Results (Rs. in crore)

	31.03.16 Current Year	31.03.15 Previous Year
Turnover	618.83	648.43
Profit/(Loss) before Tax	13.60	17.57
Less: Taxation	3.39	0.87
Profit / (Loss) after Tax	10.21	16.70
Add: Balance brought forward from	(49.75)	(64.11)
previous year
	(39.54)	(47.41)
Appropriations:
Contribution to CSR	*	0.10
Proposed Dividend on Preference Shares	-	1.87
Tax on Proposed Dividend	-	0.37
Balance carried to Balance Sheet	(39.54)	(49.75)

*For financial Year 2015-16, expenditure on CSR of Rs. 48.31 lakh, has been charged to the Statement of Profit and Loss (Refer note 2.7.7(b) of notes to the Financial Statements).

Number of meetings of the Board

Particulars of the meetings held during the year along with the details regarding the meetings attended by the directors form part of the Corporate Governance Report.

The composition of the Board and its committees has also been given in detail in the report on Corporate Governance.

Dividend

Your Directors in their meeting held on 10th May, 2016, had recommend to the members, a preference dividend @ 8% p.a. i.e. Rs. 8/- per share on 18,85,400 Cumulative Redeemable Preference Shares (CRPS) of Rs.100/- each issued to various Banks/ Institutions upon conversion of part of their term loans as per the CDR package subject to obtaining approval under Section 462/470 of the Companies Act, 2013.

As the request to the Central Government seeking relief from the fourth proviso of Section 123(1) of the Companies Act, 2013 has not been accepted, your Directors withdraw the earlier recommendation for payment of dividend on 8% CRPS and now do not propose recommending any dividend for the financial year ended 31st March, 2016. Accordingly, the Company will make payment of dividend on all outstanding CRPS on cumulative basis once the carried over previous losses are fully set off.

Your Directors further inform that pursuant to the letter of approval issued by the CDR cell and in terms of subsequent MRA, the 18,85,400 8% Cumulative Redeemable Preference Shares (CRPS) of Rs.100 each issued on 30.09.2009 to various banks and institutions were to be redeemed in four equal annual tranches of 471350 each beginning from 31st March, 2016. Accordingly, 471350 CRPS of Rs.100 each were redeemed on 31st March, 2016. However, the dividend on the same be paid along with the remaining 8% 1414050 CRPS once the carried over previous losses are fully set off.

Operations

During the year under review, the Company has recorded satisfactorily performance keeping in view the difficult market conditions.

The Company achieved a Turnover of Rs.618.83 crore for the year ended the 31st March, 2016 against Rs.648.43 crore in the previous year, ended the 31st March, 2015. The Company achieved a net profit of Rs.10.21 crore against Rs.16.70 crore in the previous year.

During the period under review, your Company has been able to achieve production of 18596 MT of cotton yarn (17877 MT), 2402 MT of dyed yarn (1526 MT), 3726 MT of grey knitted fabric (3625 MT), 4807 MT of processed fabric (4804 MT) and 31.21 lakh pieces of garments (49.42 lakh pieces), without any expansion in capacity.

During the period under review, the garment market has been sluggish due to less orders from Europe because of global slow down/lower retail sale and less demand from Middle East due to low oil prices. However, the Company had been able to develop new customers and market to overcome the situation.

Industry Scenario

Indian textiles industry is extremely varied, with the hand-spun and hand-woven textiles sectors at the one end of the spectrum, while the capital intensive sophisticated mills sector at the other end of the spectrum. The close linkage of the textile industry to agriculture (for raw materials such as cotton) and the ancient culture and traditions of the country in terms of textiles make the Indian textiles sector unique in comparison to the industries of the other countries.

In 2016-1 7 world cotton production is projected to increase by 4% to just under 23 million tons, as the world average yield is anticipated to improve by 4%. Moreover, during 2016-17, India''s area under cotton cultivation is forecast to go up 4% to 12.4 million hectares. After, declining by 3% in 2015-16, world cotton is expected to recover by 1% to 7.5 million tons as consumption grows in import dependent countries like Vietnam and Bangladesh. During the financial year, the cotton textile segment is likely to remain stable with the growth in the cotton production and consumption.

The future of textile industry looks promising, buoyed by strong domestic consumption as well as export demand. According to Vision, strategy and action plan for Indian Textile and Apparel sector, several State Governments, considering the potential of the textile and apparel industry, have come out with their own textile policies tailored to attract investment in specific sub-segments and specific area within the State.

Modernization and Expansion

Your Directors, in their previous report, informed the members about the approval of a capital expenditure of Rs.16 crore which involved reduction in the cost of power generation, utilization of full Dye House capacity, modernization of the spinning unit and increase in capacity of Garment unit. Further, the Directors have pleasure in informing the members, about the recent modernization plan for conversion of one unit to polyester blended yarn from 100% cotton yarn along with other blends.

Your Directors have approved a capital expenditure for replacing old machines, improving waste collection system, zero liquid discharge system for effluent treatment etc. amounting Rs.80.00 crore.

No material changes and commitments have occurred between the end of the financial year till the date of the report, which will affect the financial position of the Company.

Corporate Social Responsibility

Your Company observe Corporate Social Responsibility not as an obligation but as a commitment to society. The welfare of the society is very essential for the growth of the Country as a whole. Your Company has focused on education of the girl child as it is rightly said that "educating a women is equivalent to educating the whole family" as also our Prime Ministers slogan of "Beti Baccho Beti Padao".

During the financial year 2014-15, the Company had started with the 20 learning centres. Encouraged, with the response, the Company during the financial year 2015-16, has set up 10 additional learning centres. The dedication of your Company in this front had not only brought smiles to them and their families but also shows the commitment towards the society especially in the rural backward areas.

Further, the Company during the financial year 2015-16 has added certain facilities i.e. setting up of water filtration and treatment plant, construction of class rooms, basket ball courts, repairing of building etc to Vivekanand Vidya Vihar school. These facilities will help students to also engage themselves in extracurricular activities which ultimately will help them to show their hidden talents.

The detail of the CSR spend by the Company is enclosed as Annexure - I forming part of this report.

Annual Return

Pursuant to Section 92 of the Companies Act, 2013 read with Rule 12 of The Companies (Management and administration) Rules, 2014, the Annual Return is attached as Annexure - II.

Directors and Key Managerial Personnel

During the period under review, Smt. Geeta Mathur had resigned w.e.f 29th July, 2015. The Board places on record its deep appreciation for the service rendered by Smt Geeta Mathur during her tenure.

Your Directors further inform the members that, during the year under review Smt. Archana Capoor was appointed as an Additional Director in the category of Independent Director w.e.f. 6th November, 2015. Smt. Archana Capoor brings with her vast experience in the field of Finance and Market Research.

Your Directors take this opportunity to welcome Smt. Archana Capoor on the Board of Directors. The proposal for confirmation of her appointment as an Additional Director as well as an Independent Director for a term of 5 years shall be put up before the ensuing Annual General Meeting.

Shri Ravi Jhunjhunwala, Director retires by rotation and being eligible offers himself for re-appointment.

Your Directors further inform the members that declaration has been taken from the Independent Directors at the beginning of the financial year stating that they meet the criteria of independence as specified under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your Directors further inform the members that Shri Shekhar Agarwal was re-appointed as Managing Director of the Company for a period of three years with effect from 1st April, 2016, subject to the approval of the members of the Company.

Directors'' Appointment and Remuneration Policy

Pursuant to the provision of Section 178 of the Companies Act, 2013 and Schedule II Part D, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors on the recommendation of Nomination and Remuneration Committee has framed a policy for the appointment of Directors and Senior Management and their remuneration. The policy forms part of the Board Report as given in Annexure III.

Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annual evaluation has been done by the Board of its own performance, its Committees and the individual Directors. The manner of evaluation is mentioned in the Nomination and Remuneration policy which forms part of Board Report.

Further, every independent director of the Company is familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments are given in the notes to the Financial Statements at appropriate places.

Particulars of Contracts or Arrangements with Related Parties

All contracts / arrangements / transaction entered into by the Company during the financial year with the related parties are on arm''s length basis and in the ordinary course of business. During the financial year, there was no material contract or arrangements entered into by the Company with any of the related party. Your Directors draw attention of the members to note 2.8.8 to the financial statement which contain particulars with respect to related parties. The policy on dealing with the Related Party Transactions as approved by the Board of Directors is disclosed on the website of the Company under the following link:

http://maraloverseas.com/pdf/policy_on_related_party_transaction.pdf

Significant and Material Orders Passed by the Regulators or Courts

There was no significant and material order passed by the regulators or courts during the year.

Auditors Appointment

Statutory Auditors

The Company''s Auditors M/s. Doogar & Associates (Firm Reg. No. 000561N) and M/s. Ashim & Associates (Firm Reg. No. 006064N), who retires at the conclusion of the ensuing Annual General Meeting, are eligible for re-appointment. Further, they have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under.

The observations of the Auditors, if any, are explained wherever necessary, in the appropriate notes to the accounts. The Auditors'' Report does not contain qualification, reservation or adverse remark.

Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, the Company has appointed M/s. P. K. Deora & Co., Chartered Accountants (Firm Reg. No. 004167N) and M/s. KRA & Associates, Chartered Accountants (Firm Reg. No. 002352N) as the internal auditors of the Company.

The role of internal auditors includes but not limited to review of internal audit observations and monitoring of implementation of corrective actions required, reviewing of various policies and ensure its proper implementation, reviewing of SOPs and there amendments, if any.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Shri D. P. Gupta, Practicing Company Secretary holding Membership No. FCS 2411 and also holding Certificate of Practice No. 1509 proprietor of M/s SGS, Companies Secretaries, Delhi as the Secretarial Auditor of the Company. The Secretarial Audit Report does not contain qualification, reservation or adverse remark.

The Report of Secretarial Audit is annexed as Annexure IV.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014 and Notification issued by Ministry of Corporate Affairs dated 31st December, 2014, textile Companies are required to get their cost records audited from the financial year commencing on or after 1st day of April, 2015. In this connection, the Board of Directors of the Company had approved the appointment of M/s K. G. Goyal & Co. (Firm Reg. No. 000017) as the Cost Auditor of the Company for the financial year 2016-17.

Risk Management Policy

The Company has adopted a risk management policy which acts as an effective tool in mitigating the various financial risks to which the business are exposed. The risk management policies covers areas such as Environment, Health & Safety, Energy, On Time Performance, Quality, Commodity Pricing, Outsourcing, Budget and Planning, Government Policies etc. Further, the policy aimed at creating and protecting shareholders value by minimizing threats and weaknesses and identifying and maximizing opportunities. Pursuant to the policy, your Directors periodically review the risks associated with the business or which threaten the prospects of the Company.

Corporate Governance

Good Corporate Governance is the core of our decision making and control processes and ensures interest of our stakeholders and employees. The Company considers its inherent responsibility to maintain total transparency regarding financial performance and in all decisions and risk management systems. The Company''s vision of achieving its objectives is in line with its consideration for environment, safety and people.

Report on Corporate Governance along with the Certificate of Auditors, M/s. Doogar & Associates (Firm Reg. No. 000561N) and M/s. Ashim & Associates, (Firm Reg. No. 006064N) Chartered Accountants, confirming compliance of conditions of Corporate Governance as stipulated under Point E of Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, forms part of the Annual Report.

Whistle Blower Policy

The Company has a Whistle Blower Policy to report concerns. Under this policy, provision has been made to safeguard persons who use this mechanism for victimization, unethical behavior, actual or suspected fraud or violation of Company''s Code Of Conduct or unfair trade practices. The Company had appointed the nodal officer to whom the complaints can be made. In exceptional cases an opportunity is provided to the Whistle Blower to make a direct appeal to the Chairman of the Audit Committee.

The Company has adopted a framework whereby the identity of the complainant is not disclosed. The policy has been disclosed on the website of the Company, the link of which is given hereunder:

http://www.maraloverseas.com/pdf/Whistle_Blower_Policy.pdf

Management Discussion and Analysis Report

Management Discussion and Analysis Report, as required by Schedule V of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations), 2015, forms part of the Annual Report.

Internal Control Systems

The Company maintain an internal control system designed to provide assurance regarding safeguarding of assets of the company, compliance of all applicable laws and regulations and ensuing effectiveness of operations. The annual business plan is presented to the Audit Committee at the beginning of every financial year and regular updates are presented on a quarterly basis to the Committee. The Audit committee quarterly reviews the Executive summary on the internal audit findings along with the recommendations and management comments. Further, the Action Taken Report/ Compliances as discussed in the previous meeting is placed in the next meeting along with the detailed report.

The Company''s internal audit works independently and is responsible for evaluating and improving the effectiveness of risk management, governance and control processes and ensure management information system accuracy for Company.

The Company''s internal control systems comprise of audit and compliance by in-house staff supplemented by internal audit checks by the internal auditors.

The internal auditors independently evaluate the adequacy of internal controls and periodically audit the majority of the transactions in value terms. Internal Auditors report directly to the Audit Committee of the Board.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information required to be disclosed pursuant to Section 134(3) (m) of the Companies Act, 2013 read with the Rules, 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure - V forming part of this Report.

Particulars of Employees

The information pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the name along with the particulars drawing remuneration in excess of the limits of the employees is annexed as Annexure - VI

Further, disclosures pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant statement is annexed as Annexure - VII.

Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors state that:

- in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same;

- appropriate Accounting Policies have been selected and applied consistently and they 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 on 31st March, 2016 and of the Profit and Loss of the Company for the year ended on that date;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the Annual Accounts have been prepared on a going concern basis.

- that proper internal financial controls were in place and that the internal financial controls were adequate and were operating effectively.

- that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Acknowledgements

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. We would like to thank all our clients, customers, vendors, dealers, bankers, investors, other business associates, Central and State Government for their continued support and encouragement during the year and their confidence towards the management.

For and on behalf of the Board

Ravi Jhunjhunwala

Noida (U.P) Chairman

3rd August, 2016 DIN -00060972

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Sixth Annual Report of the Company and the audited financial statements for the year ended the 31st March, 2015.

Financial Results (Rs.in crore)

31.03.15 31.03.14 Current Previous Year Year

Turnover 648.42 653.32

Profit/(Loss) before Tax 17.56 31.15

Less: Taxation 0.87 1.68

Profit / (Loss) after Tax 16.69 29.47

Add: Balance brought forward from (64.10) (91.39) previous year

<47.41- <61.92-

Appropriations:

Contribution to CSR 0.10 -

Proposed Dividend on Preference Shares 1.87 1.87

Tax on Proposed Dividend 0.37 0.32

Balance carried to Balance Sheet (49.75) (64.11)

Number of meetings of the Board

Particulars of the meetings held during the year along with the details regarding the meetings attended by the directors form part of the Corporate Governance Report.

The composition of the Board and its committees has also been given in detail in the report on Corporate Governance.

Dividend

Your Directors recommend to the members, a preference dividend @ 8% p.a. i.e. Rs. 8/- per share on 18,85,400 Cumulative Redeemable Preference Shares (CRPS) of Rs. 100/- each issued to various Banks/ Institutions and @ 3% p.a. i.e. Rs. 3/- per share on 12,00,000 Cumulative Redeemable Preference Shares (CRPS) of Rs. 100/- each issued to persons forming part of promoter and promoter group as per the CDR package.

The aforesaid dividend on CRPS will absorb Rs. 224.19 lac (inclusive of distribution tax). A proposal for confirmation of the dividend on CRPS will be placed before the shareholders at the ensuing Annual General Meeting.

In view of carried forward losses, no dividend is recommended on Equity Shares.

Operations

Your Directors feel pleasure in informing the members that as a result of various improvement measures undertaken by the management in the past few years, your Company, during the year under review, recorded satisfactory turnover and profitability.

The Company achieved a Turnover of Rs. 648.42 crores for the year ended the 31st March, 2015 against Rs. 653.35 crores in the previous year, ended the 31st March, 2014. The Company achieved a net profit of Rs. 16.69 crores against Rs. 29.47 crores in the previous year.

During the period under review, your Company has been able to achieve production of 17877 MT of cotton yarn (17332 MT), 1526 MT of dyed yarn (1406 MT), 3625 MT of grey knitted fabric (3692 MT), 4804 MT of processed fabric (4737 MT) and 49.42 lac pieces of garments (53.35 lac pieces), without any expansion in capacity.

Industry Scenario

India''s textiles and clothing industry is one of the mainstays of the national economy. It is also one of the important sectors in India''s exports contributing nearly 13.25% to the country''s total exports basket. The textiles industry is labour intensive and is one of the largest employers, employing nearly 35 million people.

Government of India has taken various initiatives for the development of the textiles sector i.e 13 new textiles parks were approved which is estimated to bring in private sector investment of about Rs. 3240 crore and generate direct employment for about 35,000 persons over the next three years. Further, with a vision to create friendly economy the government introduced several initiatives i.e. duty free entitlement to garment exporters, 24/7 customs clearance facility resulting in faster clearance of import and export cargo etc.

Over the past few years, India has achieved significant growth in cotton production. About a decade ago, India was barely self sufficient to meet its requirement of cotton from domestic production but is now poised to overtake China to become the world''s biggest producer of cotton this year. During 2014-15, the area under cotton cultivation in India has furthered increased to a record level of 125 lakh hectares. India Cotton Federation (IFC) estimates a record harvest of 40 million bales during 2014-15, a growth of about 8% over 37.5 million bales in 2013-14.

Modernization and Expansion

Your Directors, in their previous report, informed the members about modernization plan to replace some equipment which were very old. Your Directors have pleasure in informing the members, that a modernization & expansion plan involving a capex of Rs. 40 crore has been completed during the year under review. This will result in improvement in quality and productivity leading to higher profitability.

Your Directors, in order to reduce the cost of power generation have approved the project for a 33 KVA Dedicated Feeder line for the supply of power directly from the Grid which involves a total cost of Rs. 103 lac. Further, in order to utilize the full Dye House capacity, your Directors have agreed to purchase additional knitting machines involving a total outlay of Rs. 571 lac. The purchase of additional machines will reduce overall production costs.

Your Directors feel pleasure in informing you that the Company has embarked upon a further modernization of the spinning unit and increase in capacity of Garment unit involving a capital outlay of Rs. 470 lac for Spinning Unit and Rs. 460 lac for Garment Unit to be funded through internal accruals and loans.

No material changes and commitments have occurred between the end of the financial year till the date of the report, which in turn affect the financial position of the Company.

Corporate Social Responsibility

Corporate Social Responsibility (CSR) is core to our business. Your Company always strived to achieve a balance between environment, social imperatives and the expectations of our stakeholders. It is a continuous journey wherein due importance is given to education especially to the girl child, creating a healthy environment, creating new opportunities and maintaining ethical business standard.

With the Corporate Social Responsibility now becoming a statutory obligation, your Directors had during the year under review, formally constituted a Corporate Social Responsibility Committee comprising of Shri P. S. Dasgupta, Shri Shekhar Agarwal and Shri Shantanu Agarwal. Your Directors, upon recommendation of the CSR Committee, adopted CSR Policy during the year and initiated its implementation.

During the year the Company has identified the activity concerning the promotion of education with special focus on girl child education. Further, the Company is in the process of enlarging the scope of CSR activities and other activities to be undertaken.

The detail of the CSR spend by the Company is enclosed as Annexure - I forming part of this report.

Annual Return

Pursuant to Section 92 of the Companies Act, 2013, read with Rule 12 of The Companies (Management and administration) Rules, 2014, the Annual Return is attached as Annexure - II.

Directors and Key Managerial Personnel

Your Directors in their previous report informed the members about the resignation of Shri L.N. Jhunjhunwala, Chairman-Emeritus and the founder of the Company as well as the Group from the directorship of the Company. Your Directors had also informed the members that Shri L.N. Jhunjhunwala upon the unanimous request of the Board of Directors had agreed to continue as Chairman -Emeritus. Your Directors are thankful to Shri L.N. Jhunjhunwala for his continuous guidance to them and the Company.

As informed to the members in the previous report by your Directors, Dr. Kamal Gupta, Shri D.N. Davar and Shri P. S. Dasgupta, Independent Directors were appointed for a term of 5 years by the Shareholders at the last Annual General Meeting held on the 26th September, 2014.

Your Directors further inform the members that, during the year under review, Shri Shantanu Agarwal was appointed as a director of the Company. Smt. Geeta Mathur was appointed as an Additional Director in the category of Independent Director. Smt. Geeta Mathur brings with her vast experience in the field of Banking and Finance.

Your Directors take this opportunity to welcome Shri Shantanu Agarwal and Smt. Geeta Mathur on the Board of Directors. The proposal for confirmation of appointment of Smt. Geeta Mathur as an Additional Director as well as an Independent Director for a term of 5 years shall be put up before the ensuing Annual General Meeting.

Shri Shantanu Agarwal, Director retires by rotation and being eligible offers himself for reappointment.

Your Directors further inform the members that declaration has been taken from the independent directors at the beginning of the financial year stating that they meet the criteria of independence as specified under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

During the year, Shri Shekhar Agarwal, Managing Director & CEO of the Company, Ms. Sweta Garg, Company Secretary of the Company and Shri P. S. Puri, Chief Financial Officer of the Company were designated as Key Managerial Personnel.

Directors'' Appointment and Remuneration Policy

Pursuant to the provision of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors on the recommendation of Nomination and Remuneration Committee has framed a policy for the appointment of Directors and Senior Management and their remuneration. The policy forms part of the Board Report and is annexed as Annexure - III.

Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing agreement, annual evaluation has been done by the Board of its own performance, its Committees and the individual Directors. The manner of evaluation is mentioned in the Nomination and Remuneration policy forming part of this Report.

Further, every independent director of the Company is familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes.

Particulars of Loans, Guarantees or Investments

Details of loans, Guarantees and Investments are given in the notes to the Financial Statements at appropriate places.

Particulars of Contracts or Arrangements with Related Parties

All contracts / arrangements / transaction entered into by the Company during the financial year with the related parties are on arm''s length basis and in the ordinary course of business. During the financial year, there was no material contract or arrangements entered into by the Company with any of the related party. Your Directors draw attention of the members to Note 2.8.8 to the financial statement which contain particulars with respect to related parties. The policy on dealing with the Related Party Transactions as approved by the Board of Directors is disclosed on the website of the Company under the following link:

http://maraloverseas.com/pdf/Policy_on_Related_Party_Transaction. pdf

Significant and Material Orders Passed by The Regulators or Courts

There are no significant and material orders passed by the regulators or courts.

Auditors Appointment Statutory Auditors

The Company''s Auditors M/s. Doogar & Associates (Firm Reg. No. 000561N) and M/s. Ashim & Associates (Firm Reg. No. 006064N), who retire at the conclusion of the ensuing Annual General Meeting, are eligible for re-appointment. Further, they have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder.

The observations of the Auditors, if any, are explained wherever necessary, in the appropriate notes to the accounts. The Auditors'' Report does not contain qualification, reservation or adverse remark.

Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, the Company has appointed M/s. P.K. Deora & Co., Chartered Accountants (Firm Reg. No. 004167N) and M/s. KRA & Associates, Chartered Accountants (Firm Reg. No. 002352N) as the internal auditors of the Company.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Shri D.P. Gupta, Practicing Company Secretary holding Membership No. FCS 2411 and Certificate of Practice No. 1509 proprietor of M/s SGS, Company Secretaries, Delhi, as the Secretarial Auditor of the Company. The Secretarial Audit Report does not contain qualification, reservation or adverse remark.

The Report of Secretarial Audit is annexed as Annexure - IV.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014 and Notification issued by Ministry of Corporate Affairs dated 31st December, 2014, textile Companies were required to get their cost records audited from the financial year commencing on or after 1st day of April, 2015. The Company has appointed M/s K. G. Goyal & Co. (Firm Reg. No. 000017) as the cost auditor of the Company for the Financial Year 2015-16.

Risk Management Policy

The Company has adopted a risk management policy which aims at creating and protecting shareholders'' value by minimizing threats and weaknesses and identifying and maximizing opportunities. Pursuant to the policy, your Directors periodically review the risks associated with the business or threaten the prospects of the Company.

Corporate Governance

The Company has been practicing good Corporate Governance over a period of time and lays emphasis on transparency, accountability and integrity. Company conforms to the code of corporate governance as stipulated under the Listing Agreement which is also published on the website of the Company.

Report on Corporate Governance along with the Certificate of Auditors, M/s. Doogar & Associates (Firm Reg. No. 000561N) and M/s. Ashim & Associates, (Firm Reg. No. 006064N) Chartered Accountants, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Annual Report.

Whistle Blower Policy

With the objective of pursuing the business in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior and to encourage and protect the employees who wish to raise and report their genuine concerns about any unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct, the Company has adopted a Whistle Blower Policy. The Company has adopted a framework whereby the identity of the complainant is not disclosed. The policy has been disclosed on the website of the Company, the link of which is given hereunder:

http://www.maraloverseas.com/pdf/Whistle Blower Policy.pdf Management Discussion and Analysis Report

Management Discussion and Analysis Report, as required by clause 49 of Listing Agreement, forms part of the Annual Report.

Internal Control Systems

The Audit Committee, in consultation with the Board, is responsible for establishing and maintaining adequate internal control systems in the operations of the Company to ensure that the information, which is provided to the management, is timely and reliable. The controls have been designed to provide a reasonable assurance of maintaining proper accounting controls for ensuring reliability of financial reporting, protecting assets from unauthorized use or losses, compliances with statutory regulations. The Company has continued its efforts to align all its processes and controls with global best practices. These systems ensure that transactions are executed in accordance with specified policies and resources are deployed prudently as per the business plan.

The annual business plan is presented to the Audit Committee at the beginning of every financial year and regular updates are presented on a quarterly basis to the Committee and the Board. The Action Taken Report of the previous meeting is presented in the ensuing meeting and members are regularly updated about the actions taken.

The Company''s internal control systems comprise of compliance by in-house staff supplemented by internal audit checks by the internal auditors.

The internal auditors independently evaluate the adequacy of internal controls and periodically audit the majority of the transactions in value terms. Internal Auditors report directly to the Audit Committee of the Board.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information required to be disclosed pursuant to Section 134(3) (m) of the Companies Act, 2013 read with the Rules, 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure - V forming part of this Report.

Particulars of Employees

The information pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the name along with the particulars drawing remuneration in excess of the limits of the employees is annexed as Annexure - VI.

Further, disclosures pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant statement is annexed as Annexure - VII.

Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors state that:

- in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same;

- appropriate Accounting Policies have been selected and applied consistently and they 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 on 31st March, 2015 and of the Profit and Loss of the Company for the year ended on that date;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the Annual Accounts have been prepared on a going concern basis.

- that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

- that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Acknowledgements

Your Directors place on record the diligent efforts made by the employees at all levels in discharging their responsibilities. We would like to thank all our clients, vendors, bankers, other business associates, Central and State Government for their continued support and encouragement during the year and their confidence towards the management.

The directors also thank the investors for their continued faith in the Company.

For and on behalf of the Board Ravi Jhunjhunwala

Noida (U.P) Chairman

5th May, 2015 DIN -00060972

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report of the Company and the audited financial statements for the year ended the 31st March, 2014.

Financial Results (Rs. in Crore) 31.03.14 31.03.13 Current Previous Year Year

Turnover 653.32 558.90

Profit/(Loss) from operations 31.15 24.18

Less: Taxation 1.69 -

Profit / (Loss) after Tax 29.46 24.18

Add: Balance brought forward from (91.39) (112.96) previous year (61.93) (88.78)

Appropriations:

Proposed Dividend on Preference Shares 1.87 2.23

Tax on Proposed Dividend 0.32 0.38

Balance carried to Balance Sheet (64.12) (91.39)

Dividend

Your Directors recommend to the members, a preference dividend @ 8% p.a. i.e. Rs. 8/- per share on 18,85,400 Cumulative Redeemable Preference Shares (CRPS) of Rs. 100/- each issued to various Banks/ Institutions and @ 3% p.a. i.e. Rs. 3/- per share on 12,00,000 Cumulative Redeemable Preference Shares (CRPS) of Rs. 100/- each issued to persons forming part of promoter and promoter group as per the CDR package.

The aforesaid dividend on CRPS will absorb Rs. 218.58 lac (inclusive of distribution tax). A proposal for confirmation of the dividend on CRPS will be placed before the shareholders at the ensuing Annual General Meeting.

In the light of carried forward losses, no dividend is recommended on Equity Shares.

Operations

Your Directors feel pleasure in informing the members that as a result of varied improvement measures undertaken by the management in the past few years, your Company, during the year under review, recorded further overall growth in turnover and profitability.

The Company achieved a Turnover of Rs. 653.32 crores for the year ended the 31st March, 2014 against Rs. 558.90 crores in the previous year, ended the 31st March, 2013. The Company achieved a net profit of Rs. 29.46 crores against Rs. 24.18 crores in the previous year.

During the period under review, your Company has been able to achieve production of 17332 MT of cotton yarn (16852 MT), 1406 MT of dyed yarn (1300 MT), 3692 MT of grey knitted fabric (3592 MT), 4737 MT of processed fabric (4103 MT) and 53.35 lac pieces of garments (43.65 lac pieces), without any expansion in capacity.

Industry Scenario

The Textile Industry in India plays a significant role in the overall economic development of the country and is in fact, the second largest contributor to the Gross Domestic Product after Agriculture sector. It is also one of the largest contributing sectors to our Country''s exports. The Cotton textile industry in India plays a global role since ages with now a major share in the international trade of cotton yarn.

The Industry began the year on a positive note and maintained its momentum throughout the year. During the most part of the year China and US remained major importers in the global market and India remained the major exporter of Cotton Yarn which in turn led to overall increase in the profitability of the Industry. Fluctuations in the exchange rate also played a significant role in the fortunes of textile industry.

The year under review was generally marked by stability for the textile industry with increase in the demand for cotton yarn. Your Directors are looking forward to the momentum provided by the financial year 2013-14 though, the current scenario indicates a slight depression in the demand and decline in margins. Your Directors are hopeful to meet the challenges that may arise out of this.

Modernization and Expansion

Your Directors, in their previous report, informed the members about implementation of the modernization programme. Your Directors have pleasure in informing the members, that against the modernization programme, the Company has incurred a capex of Rs. 31.55 crore during the year under review. This has resulted in significant improvement in quality and productivity leading to higher profitability. Your Directors feel pleasure in informing you that the Company has embarked upon a further modernization plan to replace some of the equipments which are very old, to ensure further improvements in the productivity and profitability of the Company. The modernization plan will involve a further capex of Rs. 40.00 crores.

Your Directors further inform the members that, encouraged with the performance of Garment Division, your Company, in order to decongest and de-risk its operations, is shifting some of the Garment activity to an additional location at Noida. Your Company is also planning to install further production lines at this additional location in order to boost production, turnover and profitability of the Garment division.

Directors

Your Directors inform the members that Shri L. N. Jhunjhunwala, Chairman-Emeritus and the founder of the Group expressed his desire to relinquish the office of Director so to devote his time to philanthropic activities where he had been deeply involved for a long time. Your Directors respecting his desire accepted his request to resign from the Board and urged him in all earnestness to continue as the Chairman-Emeritus, which he has very kindly accepted. Your Directors honour and taken pride in the contribution of Shri L. N. Jhunjhunwala since the inception of the Company.

Shri Ravi Jhunjhunwla, Director retire by rotation and being eligible offer himself for reappointment.

Your Directors further inform the members that in accordance with the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreement as per SEBI Circular dated 17th April, 2014, the Company is required to appoint the Independent Directors on the Board to hold office for one more term of five consecutive years and such independent directors shall not be liable to retire by rotation. Dr. Kamal Gupta, Shri D. N. Davar and Shri P. S. Dasgupta have been serving the Board for more than five years. Therefore it is proposed to appoint all of them as Independent Directors for one more term of five consecutive years commencing from ensuing Annual General Meeting.

Shri Shantanu Agarwal was co-opted on the Board as Additional Director with effect from 22nd April, 2014, liable to retire by rotation, and he shall hold office up to the date of ensuing Annual General Meeting. The Board recommends the appointment of Shri Shantanu Agarwal.

Auditors Appointment

M/s. Doogar & Associates and M/s. Ashim & Associates, Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the company and are eligible for re-appointment.

The observations of the Auditors, if any, are explained wherever necessary, in the appropriate notes to the accounts.

Corporate Governance

The Company has been practicing good Corporate Governance over a period of time and lays emphasis on transparency, accountability and integrity. Company conforms to the code of corporate governance as stipulated under the Listing Agreement which is also published on the website of the Company.

Report on Corporate Governance along with the Certificate of Auditors, M/s. Doogar & Associates and M/s. Ashim & Associates, Chartered Accountants, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report, as required by clause 49 of listing agreement, forms part of the Annual Report.

Internal Control Systems

The systems in the operations of the Company ensure that the information which is provided to the management is timely and reliable. The annual business plan is presented to the Audit Committee at the beginning of every financial year and regular updates are presented on a quarterly basis to the Committee. The Action Taken Report of the previous meeting is presented in the ensuing meeting and members are regularly updated about the actions taken.

These systems also provide a robust structure which in turns help in the compliance of various laws and statutes which automatically translate into financial and operational discipline thereby increasing profit margins and protecting the assets of the Company. These systems ensure that transactions are executed in accordance with specified policies and resources are deployed prudently as per the business plan.

The Company''s internal control systems comprise of audit and compliance by in-house staff supplemented by internal audit checks by the internal auditors.

The internal auditors independently evaluate the adequacy of internal controls and periodically audit the majority of the transactions in value terms. Internal Auditors report directly to the Audit Committee of the Board.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, are given as per Annexure-I to the Directors'' Report.

Particulars of Employees

Statement of particulars of Employees as required to be furnished pursuant to Section 217(2A) of Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is attached hereto and is given in Annexure-II forming part of this Report.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors state that:

* in the preparation of the annual accounts, the applicable accounting standards have been followed;

* appropriate accounting policies have been selected and applied consistently and they 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 on 31st March, 2014, and of the profit of the Company for the year ended on that date;

* 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;

* the Annual Accounts have been prepared on a going concern basis. Acknowledgements

The board greatly appreciates the commitment and dedication of its employees across all levels who have contributed to the growth and sustained success of the Company. We would like to thank all our clients, vendors, bankers, other business associates, Central and State Government for their continued support and encouragement during the year.

The directors also thank the investors for their continued faith in the Company.

For and on behalf of the Board

Ravi Jhunjhunwala Noida (U.P) Chairman 22th April, 2014 DIN - 00060972

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Mar 31, 2013

The Directors have pleasure in presenting the Twenty Fourth Annual Report of the Company and the audited Financial Statements for the year ended the 31st March, 2013.

financial Results (Rs.in Crore) 31.03.13 31.03.12 Current Previous Year Year

Turnover 558.90 535.91

Proft/(Loss) from operations 24.18 (1.95)

Less: Taxation - -

Proft / (loss) after Tax 24.18 (1.95)

Add: Balance brought forward from (112.96) (112.96)

previous year

Add: Transfer from General Reserve 3.71

(88.78) (111.20)

Appropriations:

Proposed Dividend on Preference Shares 2.23 1.51

Tax on Proposed Dividend 0.38 0.25

Balance carried to Balance Sheet (91.39) (112.96)

Dividend

Your Directors recommend to the members, a preference dividend @ 8% p.a. i.e. Rs. 8/- per share on 18,85,400 Cumulative Redeemable Preference Shares (CRPS) of Rs. 100/- each issued to various Banks/ Institutions and @ 3% p.a. i.e.Rs. 3/- per share on 12,00,000 Cumulative Redeemable Preference Shares (CRPS) of Rs. 100/- each issued to persons forming part of promoter and promoter group, in accordance with CDR package.

Your Directors also recommend the payment of arrears of dividend for the fnancial year 2011-12 @ 3% p.a. i.e. Rs. 3/- per share on 12,00,000 Cumulative Redeemable Preference Shares (CRPS) of Rs. 100/- each issued to persons forming part of promoter and promoter group, which were not paid last year due to unavailability of profts.

The aforesaid dividend on CRPS will absorb Rs. 260.70 Lacs (inclusive of distribution tax). A proposal for confrmation of the dividend on CRPS will be placed before the shareholders at the ensuing Annual General Meeting.

No dividend is recommended on the Equity Shares.

Operations

Your Directors have the pleasure in informing the members that, during the year under review, your Company made a healthy come- back by improving its performance. Maintaining momentum provided by the last quarter of the fnancial year 2011-12 and with several measures taken by your Directors and top management such as cost control, quality assurance, process optimization etc. The Company has shown improvement in its operations as well as fnancial fgures during the year under review.

The Company achieved a Turnover of Rs. 558.90 Crores for the year ended the 31st March, 2013 against Rs. 535.91 Crores in the previous year ended the 31st March, 2012. The Company achieved an operating proft of Rs. 65.74 Crores againstRs. 43.95 Crores in the previous year.

During the period under review, your Company has been able to achieve a production of 16852 MT of cotton yarn (16004 MT), 1300 MT of dyed yarn (1108 MT), 3592 MT of grey knitted fabric (3457 MT), 4103 MT of processed fabric (4085 MT) and 43.65 lakhs pieces of garments (45.44 lakhs pieces).

Industry Scenario

During the year under review the textile industry showed positive trend in contrast with the previous fnancial year i.e. 2011-12 which suffered from high volatility in commodity prices and depleted global demand causing pressure on realizations and margins. The year under review showed improvement in global demand and also rupee realisations of yarn increased partially due to rupee depreciation against the USD and Euro, besides improvement in capacity utilization and machine effciency which resulted in growth in revenues. The year was also marked by stability and restoration of operating margins for textile industry across the value chain led by steady cotton prices and improved demand for cotton yarn.

Your Directors are looking forward to keep the momentum provided by the fnancial year 2012-13 and hope that the current demand will continue and that the Company would be able to sustain the trend in the ensuing year.

Modernisation

Your Directors are pleased to inform the members that in view of the improved cash fows from operations your Company, during the year under review, planned a modernization programme at its Sarovar unit involving a capital outlay of Rs. 41.20 Crores. Your Directors are hopeful that with implementation of the aforesaid mordernisation programme the operations of the Company shall improve signifcantly in terms of quality, productivity as well as proftability. Your Company is expected to reap the benefts of this mordernisation programme during the current fnancial year onwards.

Directors

Shri L. N. Jhunjhunwala and Shri P. S. Dasgupta, Directors, retire by rotation and being eligible, offer themselves for reappointment.

Shri Shekhar Agarwal was re-appointed as Managing Director of the Company for a further period of three years with effect from 1st April, 2013 to 31st March, 2016, subject to the approval of the members of the Company. The Board recommends the re-appointment of Shri Shekhar Agarwal.

Auditors

M/s. Doogar & Associates and M/s. Ashim & Associates, Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company, and are eligible for re-appointment.

The observations of the Auditors if any are explained wherever necessary, in the appropriate notes to the accounts.

The Company, during the period 2008-2009, reported its potential sickness to the Board for Industrial and Financial Reconstruction in accordance with the Section 23(1)(a)(ii) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA). Your Directors further state that with the corrective/effective measures taken your Company has made cash profts in the fnancial year ended 31st March, 2013 and preceding two fnancial years.

Corporate governance

Report on Corporate Governance along with the Certifcate of Auditors, M/s. Doogar & Associates and M/s. Ashim & Associates, Chartered Accountants, confrming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report, as required by Clause 49 of the Listing Agreement, forms part of the Annual Report.

Internal Control Systems

The Company has in place adequate internal control systems commensurate with its size and nature of business. These systems not only provide a reasonable assurance in respect of providing fnancial and operational information but also compliance with applicable statutes and safeguarding of assets of the Company. These systems ensure that transactions are executed in accordance with specifed policies and resources are deployed as per the business plan.

The Company has an in-house Internal Audit Division and the head of internal audit function reports directly to the Audit Committee to ensure independence of this function.

Particulars of Employees

There was no employee drawing remuneration in excess of limits prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and any amendment thereto.

Energy Conservation, Technology Absorption and foreign Exchange Earnings and Outgo

The particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under

Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, are given as per Annexure-I to the Directors'' Report.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors state that:

- in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same;

- appropriate Accounting Policies have been selected and applied consistently and they 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 on 31st March 2013, and of the Proft or Loss of the Company for the year ended on that date;

- proper and suffcient 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;

- the Annual Accounts have been prepared on a ‘going concern'' basis.

Acknowledgements

Your Directors express their gratitude to Customers, Dealers and Suppliers, Investors, Members, Banks, Financial Institutions, Central and State Governments for the continued support and co-operation extended by them to the Company. Your Directors also thank the employees of the Company across all levels for the sincere and hard work put in by them during the year under review.

For and on behalf of the Board

Ravi Jhunjhunwala

Noida (U.P) Chairman

30th April, 2013 DIN -00060972

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Mar 31, 2012

The Directors have pleasure in presenting the Twenty Third Annual Report of the Company and the audited financial statements for the year ended the 31st March, 2012.

financial Results

(Rs. in Crore) 31.03.12 31.03.11 Current Previous Year Year

Turnover 535.91 510.39

Profit/(Loss) from operations (1.95) 12.87

Less: Taxation - -

Profit / (loss) after Tax (1.95) 12.87

Add: Balance brought forward from (112.96) (123.73)

previous year

Add: Transfer from General Reserve 3.71 -

(111.20) (110.86)

Appropriations:

Proposed Dividend 1.51 1.81

Tax on Proposed Dividend 0.25 0.29

Balance carried to Balance Sheet (112.96) (112.96)

Dividend

The Company has received the approval of Ministry of Corporate Affairs under section 205A(3) of the Companies Act, 1956 to pay the dividend out of reserves on 8% Cumulative Redeemable Preference Shares (CRPS). Accordingly, your Directors recommend to the Annual General Meeting, a preference dividend @ 8% p.a. i.e Rs. 8/- per share on 18,85,400 Cumulative Redeemable Preference Shares (CRPS) of Rs. 100/- each issued to the Banks pursuant to the Corporate Debt Restructuring (CDR) Scheme approved by the CDR Cell under the aegis of Reserve Bank of India.

The dividend on CRPS will absorb Rs.176 Lacs (inclusive of distribution tax). A proposal for declaration of the dividend on 8% CRPS will be placed before the shareholders at the ensuing Annual General Meeting.

No dividend is recommended on 3% CRPS held by promoters as well as Equity Shares of the Company.

Operations

During the year under review the operations of the Company got affected on account of high volatility in cotton prices in the first half of the financial year under review and unremunerative realisations. This affected the profitability of the Company to a great extent coupled with other factors such as increased competition from the neighbouring Countries and recession in the global demand. The adverse results were further affected by mark to market loss on account of foreign exchange booking on account of export orders due to depreciation of Indian Rupee against US dollar.

Your Directors took several measures to over come the situation by adhering to cost cutting measures and by increasing the operational

efficiencies. Your Directors feel pleasure in informing the members that operations of the Company showed recovery in the last quarter of the financial year under review.

Your Directors are hopeful that the Current Financial year will reflect positive trend in operational performance and profitability of the Company as evident from the results for the first half of the current financial year.

The Company achieved a Turnover ofRs. 535.91 Crores for the year ended the 31st March, 2012 againstRs. 510.39 Crores in the previous year ended the 31st March, 2011. The Company achieved an operating profit of Rs. 43.95 Crores against Rs. 59.42 Crores in the previous year.

During the period under review, your Company has been able to achieve a production of 16004 MT of cotton yarn (16562 MT), 1108 MT of dyed yarn (1117 MT), 3457 MT of grey knitted fabric (3050 MT), 4085 MT of processed fabric (3992 MT) and 45.44 lakhs pieces of textile made-ups (36.63 lakhs pieces). Due to adverse business condition the spinning unit had to be partially closed for 68 days in July/August, 2011 leading to a loss in production of 524.31 MT.

Industry Scenario

With the high volatility in commodity prices, high interest rates and power costs and slack in demand in the key export markets, the textile and clothing industry has been facing tough times since the last one year. On global front the economic disruptions in the US and euro-zone on account of sustained weakness of demand sentiments, increasing commodity prices, overheating in certain emerging markets, geopolitical tensions and questions raised by rating agencies on the US economy contributed to the diminished performance of the textile industry. However, the last quarter of the year under review has brought marginal relief to the industry due to stability in the commodity prices and a slight improvement in global demand.

Your Directors hope that the improved market conditions and with the necessary corrective measures being taken, Company would be able to report improved performance in coming years.

Directors

Shri D. N. Davar and Dr. Kamal Gupta, Directors, retire by rotation and being eligible, offer themselves for reappointment.

Auditors

M/s. Doogar & Associates and M/s. Ashim & Associates, Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company, and are eligible for re-appointment.

The observations of the Auditors are explained wherever necessary, in the appropriate notes to the accounts.

Upto financial year 1999-2000, the Company was treating plant & machinery of spinning unit as continuous process plant and, was accordingly charging depreciation based on an estimated useful life of 18 years. The estimated useful life was revised to 13 years on the basis of the then available technology indicators. From 2008-2009, based on usage, technology and efficiency parameters, the Company, in order to reflect a more appropriate preparation/ presentation of financial statements, has revised the estimated useful life of such plant & machinery by reinstating the same to 18 years.

The Company, during the period 2008-2009, reported its potential sickness to the Board for Industrial and Financial Reconstruction in accordance with the Section 23(1)(a)(ii) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA). Your Directors further state that with the corrective/effective measures taken your Company has made cash profits in the financial year ended March 31, 2012 and preceding two financial years.

Corporate governance

Report on Corporate Governance along with the Certificate of Auditors, M/s. Doogar & Associates and M/s. Ashim & Associates, Chartered Accountants, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report, as required by Clause 49 of listing agreement, forms part of the Annual Report.

Internal Control Systems

Your Company has in place adequate systems of internal control and procedures covering all financial and operating functions. The Audit Committee reviews the Internal Audit Reports and ensures that the Internal Control Systems are in place and functioning effectively in the organization to help ensure that applicable statutes and regulations are complied with and recommends to the Board any changes in the system of Internal Controls, procedures and practices which they determine to be appropriate. Details on the composition and functions of the Audit Committee can be found in the chapter on Corporate Governance of the Annual Report.

Particulars of Employees

There was no employee drawing remuneration in excess of limits prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and any amendment thereto.

Energy Conservation, Technology Absorption and foreign Exchange Earnings and Outgo

The particulars relating to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are given as per Annexure - I to the Directors' Report.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors state that:

in the preparation of the annual accounts, the applicable accounting standards have been followed;

appropriate accounting policies have been selected and applied consistently and they 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 on 31st March 2012, and of the profit or loss of the Company for the year ended on that date;

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; the Annual Accounts have been prepared on a going concern basis.

Acknowledgements

Your Directors take this opportunity to express their appreciation for the assistance and continued support of the Customers, Suppliers, Bankers, Financial Institutions, Central and State Governments and Shareholders. Your Directors also acknowledge the dedicated service rendered by the Employees of the Company at all levels.

For and on behalf of the Board

Ravi Jhunjhunwala

Noida (U.P) Chairman

29th October, 2012 DIN -00060972

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty First Annual Report of the Company and the audited financial statements for the Six Months period ended the 31st March, 2010

Financial Results

(Rs in crore)

31.03.10 30.09.09

Current Previous

Year Year

(6 Months) (18 Months)

Net Turnover 199.62 518.63

Profit/(Loss) from operations 3.59 (41.47)

Less: Taxation 0.09 0.40

Profit / (Loss) after Tax 3.50 (41.87)

Add: Balance brought forward

from previous year (126.32) (84.45)

(122.82) (126.32)

Appropriations:

Proposed dividend on cumulative 0.78 -

redeemable preference shares

Tax on dividend thereon 0.13 -

Balance carried to Balance Sheet (123.73) (126.32)



Financial Year

The last financial year of the Company was extended by six months and accordingly, ended on the 30th September, 2009 for a period of 18 months. However, the accounts of the Company for the year ended the 31st March, 2010 have been prepared for the six months period i.e. from 1st October, 2009 to 31st March, 2010.

Operations

Your Director feel pleasure in informing the members that after successful implementation of CDR package in the previous financial year coupled with improvement in market conditions, your Company achieved a significant improvement in its performance during the period under review. The Company achieved a Turnover of Rs. 199.62 Crores for the year ended the 31st March, 2010 (six months period) against Rs. 518.63 Crores in the previous year ended the 30th September 2009 (eighteen months period). The Company achieved an operating profit of Rs. 25.89 Crores against Rs. 29.43 Crores in the previous period.

During the period under review, your Company has been able to achieve a production of 8452 MT (23010 MT) of cotton yarn, 548 MT (1471 MT) of dyed yarn, 1348 MT (3687 MT) of grey knitted fabric, 2043 MT (4566 MT) of processed fabric and 17.99 lakhs (52.01 lakhs) pieces of textile made-ups.

Dividend

Your Directors recommend to the Annual General Meeting, a preference dividend @ 8% p.a i.e Rs. 4/- per share on 18,85,400 Cumulative Redeemable Preference Shares of Rs. 100/- each issued to various Banks/Institutions; @ 3% p.a i.e Re. 0.50 per share on 6,00,000 Cumulative Redeemable Preference Shares (CRPS) of Rs.100/- each issued to persons forming part of promoter and promoter group, in accordance with CDR package.

The dividend on CRPS will absorb Rs. 91.74 Lacs (inclusive of distribution tax). A proposal for confirmation of the dividend on CRPS will be placed before the shareholders at the ensuing Annual General Meeting.

No dividend is recommended on the Equity Shares.

Industry Scenario

The textile industry in the past two years witnessed a steep decline in realizations and faced intense competition from low cost neighboring countries. These margins were further reduced significantly in the wake of world wide recession, dampened sentiments and demand. However, due to the change in sentiments on account of partial recovery of US and European Economies and the recovery and revival of the Countrys economy, Textile industry started showing improvement from the second half of previous calendar year. This has resulted in an increase in Textile Exports from the country coupled with improved demand in the domestic markets. However, there is a slight concern on account of appreciation in Rupee against USD.

Your Directors sincerely hope that the current uptrend in demand will continue to enable your Company to report further improvement in its performance in future years.

Directors

Dr. Kamal Gupta and Mr. L.N. Jhunjhunwala, Directors, retire by rotation and being eligible, offer themselves for reappointment.

Potentially Sick Company

Your Directors are pleased to inform that with the corrective/effective measures taken by the Company [including implementation of Corporate Debt Restructuring (CDR) package], the operations of the Company have improved considerably and the Company is on revival path.

Auditors

M/s. Doogar & Associates and M/s. Ashim & Associates, Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company, and are eligible for re-appointment.

The observations of the Auditors are explained wherever necessary, in the appropriate notes to the accounts.

Upto financial year 1999-2000, the Company was treating plant & machinery of spinning unit as continuous process plant and was, accordingly charging depreciation based on an estimated useful life of 18 years. The estimated useful life was revised to 13 years on basis of the then available technology indicators. From 2008-2009, based on usage, technology and efficiency parameters, the Company, in order to reflect a more appropriate preparation/ presentation of financial statements, has revised the estimated useful life of such plant & machinery by reinstating the same to 18 years.

The Company, during the period 2008-2009, reported its potential sickness to the Board for Industrial and Financial Reconstruction in accordance with the Section 23(1)(a)(ii) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA). Your Directors further state that with the corrective/effective measures taken and improvement in market conditions, the Company has made Net profit in the last financial year ended the 31st March, 2010.

Corporate Governance

Report on Corporate Governance along with the Certificate of Auditors, M/s. Doogar & Associates and M/s. Ashim & Associates, Chartered Accountants, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report, as required by clause 49 of listing agreement, forms part of the annual report.

Internal Control Systems

Your Company has in place adequate systems of internal control and procedures covering all financial and operating functions. The Audit Committee reviews the Internal Audit Reports and ensures that the Internal Control Systems are in place and functioning effectively in the organization to help ensure that applicable statutes and regulations are complied with and recommends to the Board any changes in the system of Internal Controls, procedures and practices which they determines to be appropriate. Details on the composition and functions of the Audit Committee can be found in the chapter on Corporate Governance of the Annual Report.

Particulars of Employees

Particulars of Employees as required to be furnished pursuant to Section 217(2A) of Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are attached hereto and forms part of the Report as Annexure-I.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are given as per Annexure-II to the Directors Report.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors state that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed;

- appropriate accounting policies have been selected and applied consistently and they 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 on 31st March 2010, and of the profit or loss of the Company for the Six months period ended on that date;

- 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;

- the Annual Accounts have been prepared on a going concern basis.

Acknowledgements

Your Directors take this opportunity to express their appreciation for the assistance and continued support of the Customers, Suppliers, Bankers, Financial Institutions, Central and State Governments and Shareholders. Your Directors also acknowledge the dedicated service rendered by the Employees of the Company at all levels.



for and on behalf of the Board

Noida (U.P.) Ravi Jhunjhunwala

27th April, 2010 Chairman

DIN : 00060972