Directors Report of Nitin Spinners Ltd.

Mar 31, 2025

Your Directors have pleasure to present the 33rd Annual Report on the business and operations of your Company along with the
Audited Financial Statements for the year ended 31st March, 2025.

financial results

The Financial Results of the Company’s performance for the year under review and those of the previous year are as follows: -

Particulars	Current Year 2024-25	Previous Year 2023-24
Revenue From Operations	3305.65	2905.65
Gross Profit Before Finance Cost, Depreciation & Exceptional item	475.02	379.30
Finance Cost	90.38	83.30
Profit before Depreciation, Exceptional items and Tax	384.64	296.00
Depreciation	147.70	118.47
Exceptional items	-	-
Profit before Taxation	236.94	177.53
Provision for Taxation - Current Tax	54.97	27.34
- Earlier Year	(1.00)	-
- Deferred Tax	7.54	18.67
Profit after Tax	175.43	131.52
Other Comprehensive Income/(Loss) net of Income Tax	3.50	(0.04)
Total Comprehensive Income for the period	178.93	131.48
Earnings Per Share (?)	31.20	23.39

operational performance

(i) revenue from operations

Your Company has registered highest ever Revenue during
the year under review as the Revenue from Operations has
increased to H 3305.65 Crores from H 2905.65 Crores in
the previous year registering an increase of 13.76%. The
revenue of Yarn increased by 18.92% during current year
from H 2019.76 Crores to H 2402.00 Crores and revenue of
Fabric has increased from H 716.67 Crores in the previous
year to H 730.19 Crores during year under review. The
optimum utilization of expanded capacities resulted in
increased revenue.

(ii) EXPORTS

There is significant increase in Exports of the Company
as it has increase to H 2111.07 Crores in the current year
from H 1704.29 Crores in the previous year registering an
increase of 23.86%. The Exports constituted 63.86% of the
total revenue during the year.

(iii) PROFITABILITY

The Operating Profit (EBIDTA) of your Company has
increased by 25.23%, from H 379.30 Crores in the previous
year to H 475.02 Crores in current year. As percentage to
revenue from operations, the Operating Profits (EBIDTA)
increased from 13.05% in previous year to 14.37%. The
company has been able to increase profitability despite
global challenges, due to increased operations,

cost efficiencies, more focus on value added products and
stable raw material prices. The Company has reported
Net Profit of H 175.43 Crores in the current year against
H 131.52 Crores in the previous year and Earning Per Share of
H 31.20 in the current year against H 23.39 in the previous year.

dividend

Your Directors are pleased to recommend final Dividend of 30%
i.e. H 3.00 per Equity Shares on the fully paid-up Equity Share
of H 10/- each for the financial year 2024-25, against 25% i.e.
H 2.50 per Equity Shares in the previous year, subject to approval
of shareholders at the ensuing Annual General Meeting.
Accordingly, total outflow towards dividend on Equity Shares
for the year under review would be H 16.86 crores. In terms of
provisions of Income Tax Act, 1961, payment of Dividend shall be
subject to deduction of Tax at source.

The Board continues to support a steady dividend policy and
recommended dividend in accordance with the Dividend
Distribution Policy of the Company which is available on
website of the Company at https://nitinspinners.com/wp-content/
uploads/2024/02/Dividend-Distribution-Policy.pdf

transfer to reserves

The Board of Directors has decided to retain the entire amount
of profits for FY 2024-25 in the profit and loss account and no
amount is proposed to be transferred to reserves.

expansion projects

The Board of Directors at its meeting held on 27.01.2025 approved
expansion project at an estimated project cost of H 1120 Crores
for installation of approx. 66000 Spindles, 240 Airjet/Rapier
Looms along with Dyeing & Finishing capacity, at Bhanwaria
Kalan (Chittorgarh District) Plant, debottlenecking equipment at
Hamirgarh Plant (Bhilwara District) and Renewal Power Project
at both the Plants. The project shall be funded through internal
accruals and Terms Loans from banks. The project is expected to
commence commercial production in next financial year

corporate social responsibilty (csr)

The Company’s vision on CSR is that the Company being a
responsible Corporate Citizen would continue to make a serious
endeavor for improvement in quality of life and betterment of
society through its CSR related initiatives in the local areas
where it operate. The CSR policy is available at the website
of the Company under the link https://nitinspinners.com/wp-
content/uploads/2024/09/CSR-Policy.pdf

During the current year, the Company has incurred expenditure
of H 272.02 Lakhs on CSR activities against obligation of H 572.26
Lakhs. The unspent amount of H 300.24 lakhs towards CSR
obligation for the F.Y. 2024-25 was transferred to “Nitin Spinners
Limited - Unspent CSR Account 2024-25” on 28.04.2025 with
Union Bank of India, Bhilwara towards ongoing project for
construction of school. The Annual Report on CSR Activities
pursuant to Section 135 of the Companies Act, 2013 read with
Rule 8 of The Companies (Corporate Social Responsibility
Policy) Rules, 2014 is annexed as Annexure - I hereto and form
part of this report.

board of directors and key managerial
personnel

Following appointment/re-appointment of following Directors
were made at the 32nd Annual General Meeting held
on 16.09.2024 :-

Sh. Dinesh Nolkha, Chairman & Managing Director (DIN 00054658),
retired by rotation & re-appointed and his designation was changed
from Managing Director to Chairman & Managing Director with
effect from 01.10.2024.

Shri Nitin Nolakha (DIN 00054707) was appointed as Managing
Director for five years with effect from 01.10.2024.

Sh. Pratyush Nolakha (DIN : 10704970) was appointed as
an Additional Director (Executive) at the Board Meeting held
on 22.07.2024 with immediate effect and was appointed as
Executive Director up to 30.09.2027.

Smt. Vibha Aren (DIN : 07028020), who was appointed as
an Additional Director (Independent) at the Board Meeting

held on 22.07.2024 with immediate effect was appointed as
Non- Executive Independent Director for first consecutive term
of five years w.e.f. 22.07.2024. She has the required integrity,
expertise, experience and proficiency for appointment as a
Non-Executive Independent Director of the Company.

No other changes have taken place in composition of Board of
Directors and Key Managerial Personnel of the Company during
the year under review.

Further, Shri Pratyush Nolakha (DIN 10704970), Executive
Director of the Company retires by rotation at the ensuing
Annual General Meeting and being eligible, offer himself
for re-appointment. On recommendation of Nomination
and Remuneration Committee, the Board recommends his
re-appointment for consideration of members of the Company at
the ensuing Annual General Meeting.

The Company has received declarations from all the Independent
Directors under Section 149(7) of the Companies Act, 2013 and
Regulations 25(8) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015 (hereinafter referred to as ‘Listing Regulations’) confirming
that they meet the criteria of independence as prescribed under
Section 149(6) of the Companies Act, 2013 and Regulations 16(1)

(b) of the Listing Regulations. The Independent Directors have
complied with the Code for Independent Directors prescribed
under Schedule IV of the Companies Act, 2013 and the Listing
Regulations. The Board is of the opinion that the Independent
Directors of the Company possess requisite qualifications,
experience (including proficiency) and expertise and they hold
highest standards of integrity. Further, Independent Directors
fulfill the conditions of appointment as specified in the Listing
Regulations and in the Companies Act, 2013 and are Independent
of the Management. The names of Independent Directors are
included in Independent Director’s data bank maintained
with the Indian Institute of Corporate Affairs (‘IICA’) in terms of
Section 150 of the Companies Act, 2013 read with Rule 6 of the
Companies (Appointment & Qualification of Directors) Rules,
2014 and also passed the online proficiency test conducted by
the Indian Institute of Corporate Affairs, wherever required.

None of the Directors are disqualified for being appointed
as Director as specified in Section 164(1) & (2) of the Act and
Rule 14(1) of the Companies (Appointment and Qualification of
Directors) Rules, 2014 and disqualified or debarred from being
appointed or continuing Director of the Company by virtue of
any SEBI order or any other authority.

All the Directors, Key Managerial Personnel and Senior
Management Personnel have confirmed compliance of “Code
of Conduct for Directors and Senior Management Personnel”. A
declaration by the Managing Director in this regard is enclosed
to this Report.

auditors

statutory auditors

M/s Kalani & Co LLP, Chartered Accountants (Firm Registration
No. 000722C/C400390) (Name changed from M/s Kalani &
Co. w.e.f. 30.04.2025) were re-appointed as Statutory Auditors
at the 30th Annual General Meeting held on 15th September,
2022 for second term of consecutive five years from conclusion
of 30th Annual General Meeting till the conclusion of 35th
Annual General Meeting to be held in the calendar year 2027.
Accordingly, they have conducted Statutory Audit for the
F.Y. 2024-25 and shall continue to be Statutory Auditors of the
Company for the Financial Year 2025-26. They have confirmed
their eligibility to continue as Statutory Auditors of the Company
for the F.Y. 2025-26 under section 141 of the Companies Act, 2013
and rules framed there under.

The Audit Report on the Financial Statements for the Financial
Year ended on 31st March, 2025, issued by M/s Kalani & Co LLP,
Chartered Accountants, is unmodified and do not contain any
qualifications, reservations or adverse remarks. The information
referred in Auditor’s Report are self-explanatory and hence do
not require any further clarification.

secretarial auditors

The Board of Directors has appointed M/s. V. M. & Associates,
Company Secretaries (Firm Registration No. P1984RJ039200),
to conduct Secretarial Audit for the Financial Year 2024-25
under the provisions of Section 204 of the Companies Act, 2013.
Accordingly, they have conducted Secretarial Audit for the
Financial Year 2024-25 and Secretarial Audit Report in Form
MR-3 is enclosed herewith. Pursuant to provisions of Regulation
24A of Listing Regulations the Secretarial Auditors have also
issued Annual Secretarial Compliance Report for the F.Y. 2024¬
25. Both the reports do not contain any qualification, reservation
or adverse remark.

Pursuant to Provisions of section 204 of the Companies Act,
2013 and Regulation 24A of the Listing Regulations the Board
of Directors, on recommendation of Audit Committee, at their
meeting held on 13.05.2025 has recommended appointment of
M/s V. M. & Associates, Company Secretaries (Firm Registration
No. P1984RJ039200) as Secretarial Auditors of the Company for
first term of consecutive five years commencing from the Financial
Year 2025-26 to Financial Year 2029-30 subject to approval of
shareholders at the ensuing AGM. They have given their consent
and confirmed their eligibility for the said appointment.

cost records and cost auditors

The Company is required to maintain cost records, as specified
by the Central Government, in terms of Section 148(1) of
the Companies Act, 2013 and the rules framed there under,
accordingly, the Company has maintained such cost records.

The Board of Directors, on recommendation of Audit Committee,
has appointed M/s. Vivek Laddha & Associates, Cost Accountants

(Firm Registration No. 103465) to conduct Cost Audit of the Cost
Records maintained by the Company for the Financial Year
2024-25. Accordingly, they have conducted Cost Audit for the
Financial Year 2024-25 and their report does not contain any
qualification, reservation or adverse remark.

Pursuant to Section 148 of the Companies Act, 2013, the Board
of Directors, on recommendation of Audit Committee, at their
Meeting held on 13.05.2025 have re-appointed M/s. Vivek
Laddha & Associates, Cost Accountants (Firm Registration No.
103465) as Cost Auditors to conduct Cost Audit of the Cost
Records of the Company for the Financial Year 2025-2026.
They have given their consent and confirmed their eligibility
for the said re-appointment. The remuneration of Cost Auditors
is proposed to be ratified by the Shareholders at the ensuing
Annual General Meeting.

internal audit

Pursuant to the provisions of Section 138 of the Companies
Act, 2013 read the Companies (Accounts) Rules, 2014, M/s K.G.
Somani & Co. LLP, Chartered Accountants, New Delhi (Regd. No.
006591N/N500377) have been appointed as Internal Auditors of
the Company with effect from 27.01.2025.

reporting of frauds by auditors

During the year under review, Statutory Auditors, Cost Auditors,
Internal Auditors and Secretarial Auditors of the Company
have not reported any instances of frauds committed in the
Company by its officers or employees under Section 143(12) of
the Companies Act, 2013.

corporate governance

The Company is committed to maintain the high standards of
Corporate Governance and adhere to the requirements set
out in Companies Act, 2013 and Listing Regulations. Pursuant
to regulation 34(3) of the Listing Regulations, the Reports on
Corporate Governance and Management Discussions & Analysis
have been incorporated in the Annual Report and form an
integral part of the Board’s Report. A Certificate from Statutory
Auditors confirming compliance to conditions of Corporate
Governance as stipulated under Listing Regulations forms part
of this Annual Report.

awards and recognition

Your Company has been conferred with the following awards
and recognition during the year under review:-

(A) The Cotton Textiles Export Promotion Council (TEXPROCIL)
has conferred following awards to the Company for the
year 2022-23 :-

(a) Gold Trophy for Highest Exports of Cotton Yarn of
Counts 50s and below in Category - III

(b) Gold Plaque for Highest Exports of Cotton Yarn of
Counts 51s and above in Category - I

(c) Gold Trophy for Highest Employment
Generation (Overall)

(B) Safety Award by Government of Rajasthan: First position
for Hamirgarh Unit and Second Position for Bhanwaria
Kalan unit for safety, health & welfare of workers in the
category of Large Industries for the State of Rajasthan.

human resource development

Industrial relations continued to be cordial during the period
under review. Your Company firmly believes that a dedicated
work force constitutes the primary source of sustainable
competitive advantage. Accordingly, human resource
development received focused attention. The Company has in
house skill training centre and imparts on the job training to its
manpower on continuous basis.

Your Directors wish to place on record their appreciation for
the dedicated services rendered by the work force during the
year under review.

energy conservation, technology
absorption and foreign exchange earnings
and outgo

Your Directors inform the members that the Company continuously
looks out for energy conservation measures in all areas of operations
across its both the Units. Similarly, your Company endeavors
to lookout for up-gradation and absorption of technology. Your
Company also spends continuously on research and development.
Your Directors are glad to inform the members that your Company
is a net foreign exchange earner. The relevant details as required
to be disclosed with respect to Energy Conservation, Technology
Absorption and Foreign Exchange Earnings and Outgo pursuant to
Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3)
of the Companies (Accounts) Rules, 2014 are given in Annexure - II
and forms integral part of this Report.

number of board meetings

During the year 2024-25, the Board of Directors met four
times on 09.05.2024, 22.07.2024, 07.11.2024 and 27.01.2025.

The details of number of Board Meetings and the attendance
of the Directors are provided in the Corporate Governance
Report forming part of the Board’s Report. The frequency and
intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013, Listing Regulations
and Secretarial Standards-1 issued by the Institute of Company
Secretaries of India (ICSI).

committees

The Company has constituted Audit Committee, Nomination
& Remuneration Committee, Stakeholders Relationship

Committee, Risk Management Committee and Corporate Social
Responsibility Committee. The details of the committees have
been given in the Corporate Governance Report which is integral
part of the Board’s Report. All the recommendations of the Audit
Committee were accepted by the Board. No employee was
denied access to the Chairperson of Audit Committee.

related party transactions

The details of Related Party Transactions during the financial
year are provided in note no. 32 of financial statements. All the
related party transactions entered during the year are entered
on arm’s length basis and in the ordinary course of business.
During the period under review, the Company had not entered
into any contract / arrangement / transaction with related parties
which could be considered material in accordance with the Policy
on Materiality of and Dealing with Related Party Transactions.
The Company has complied with all the applicable provisions of
the Companies Act, 2013 and Listing Regulations in this regard.
There were no transactions requiring disclosure under Section
134(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not
form a part of this Annual Report.

The Policy on Related Party transactions is available
at the website of the Company under the link https://
nitinspinners.com/wp-content/uploads/2024/12/Related-Party-
Transaction-Policy.pdf.pdf

loans, guarantees or investments

During the year under review, the Company has neither given
any Loan, Guarantee or provided security in connection with a
loan nor has made any Investments under Section 186 of the
Companies Act, 2013.

public deposits

During the period 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 re-payment. Further, no amount has been borrowed from the
Directors of the Company.

vigil mechanism/whistle blower policy

In pursuance of Section 177 (9) of the Companies Act, 2013
and the regulation 22 of the Listing Regulations and 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 policy has
been disclosed on the website of the Company under the link
https://nitinspinners.com/wp-content/uploads/2024/09/Vigil-
Mechanism-Whistle-Blower-Policy.pdf

During the year under review, there was no instance of fraud and
no whistle blower event was reported.

nomination, remuneration & evaluation
policy and evaluation

Pursuant to provisions of Section 178 of the Companies Act, 2013
and Regulation 19 read with Schedule II Part D of the Listing
Regulations the Board of Directors have approved Nomination,
Remuneration & Evaluation Policy inter-alia containing the
criteria for appointment, remuneration & evaluation of the
Directors, Key Managerial Personnel & Senior Management
Personnel. During the year, the Nomination and Remuneration
Committee reviewed the performance of Individual Directors.
The Board reviewed the performance of Individual Directors,
Committees and Board itself and expressed its satisfaction on
the same. The Independent Directors in their separate meeting
have reviewed the performance of non-independent directors,
Chairperson and Board as a whole along with review of quality,
quantity and timeliness of flow of information between Board
and management and expressed their satisfaction over the
same. The manner in which evaluation has been carried out
is explained in the Corporate Governance Report which is
integral part of this report. The Nomination, Remuneration &
Evaluation Policy is available under the link https://nitinspinners.
com/wp-content/uploads/2024/09/Nomination-Remuneration-
and-Evaluation-Policy.pdf During the year no amendment was
made in the Policy.

In terms of provisions of section 178(4) of the Companies Act,
2013 the Salient features of the Policy are given in Corporate
Governance Report which is integral part of the Annual Report.

risk management policy

The Company has adopted a Risk Management Policy with
the objective of ensuring sustainable business growth with
stability and to promote a pro-active approach in reporting,
evaluating and resolving risks associated with the business.
The detailed Risk Management framework has been provided
in the Management Discussion and Analysis Report of the
Company which is integral part of the Annual Report. The Policy
is available under the link https://nitinspinners.com/wp-content/
uploads/2024/09/Risk-Management-Policy.pdf

particulars of employees & analysis of
remuneration

The information about employees and analysis of remuneration
as required under Section 197 of the Companies Act, 2013 read
with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are enclosed as Annexure - Ill

annual return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act,
the Annual Return as on March 31, 2025 is available on the

Company’s website under the link https://nitinspinners.com/wp-
content/uploads/2025/07/Annual-Return-MGT-7-2024-25.pdf

internal financial control

The Company has laid down Internal Financial Controls that
include a risk-based framework to ensure orderly and efficient
conduct of its business, safeguarding of its assets, accuracy
and completeness of the accounting records and assurance
on reliability of financial information. The Company maintains
adequate and effective internal control systems commensurate
with its size and complexity. An independent internal audit function
is an important element of the Company’s internal control systems.
This is executed through an extensive internal audit programme
and periodic review by the management and the Audit Committee.

The Audit Committee has satisfied itself on the adequacy and
effectiveness of the internal financial control systems laid down by the
management. The Statutory Auditors have confirmed the adequacy
of the internal financial control systems over financial reporting.

Further, details of internal control systems are given in the
Management Discussion and Analysis which forms part of
this Annual Report.

compliance with the provisions of sexual
harassment of women at workplace
(prevention, prohibition and redressal)
act, 2013

In line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013,the Company has in place a Policy and constituted an
internal complaints committee to redress complaints regarding
sexual harassment of women at workplace. The committee has
informed following status of complaints during the year:-

(a) Number of complaints of sexual harassment received
during the year : Nil

(b) Number of complaints disposed-off during the year : Nil

(c) Number of complaints pending for more than 90 days : Nil

(d) Number of complaints pending at the end of the year : Nil

business responsibility and sustainability
report

Pursuant to Regulation 34(2)(f) of the Listing Regulations the Business
Responsibility and Sustainability Report for the financial year ended
31st March, 2025 is attached herewith and forms part of the report.

other disclosures

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

There is no change in the nature of business of the Company
during the year under review.

The Company has complied with all the applicable Secretarial
standards issued by the Institute of Company Secretaries of India.

The Company does not have any subsidiary, joint venture &
associate company.

No significant and material order has been passed during the
year by the regulators or courts or tribunals which can impact
the going concern status and Company’s operations in future.

No unclaimed dividend or shares are overdue for transfer to
Investor Education & Protection Fund (IEPF) in terms of provisions
of Companies Act, 2013. The year wise details of Unclaimed/
Unpaid Dividend are available at the website of the Company
under link https://nitinspinners.com/investor-relations/company-
announcements/unclaimed-dividends/

The authorized share capital of the Company is H 60 Crores and
the issued, subscribed and paid-up Equity Share Capital as on
March 31, 2025 was H 56.22 crore and there was no change in the
Share Capital of the Company during the Financial Year 2024-25.

The detail of Credit Rating and Familiarization Programs has
been given in Corporate Governance Report which is integral
part of the Board’s Report.

No application is made and no proceeding is pending against
the Company under the Insolvency and Bankruptcy Code, 2016
(IBC Code) and there is no instance of one-time settlement of the
Company with any bank or financial institution.

The Company is compliant with the provisions of Maternity
Benefits Act, 1961.

Certain disclosures are common under Companies Act, 2013 and
Listing Regulations and the same are disclosed in the Corporate
Governance Report forming part of this Report.

The disclosures other than made above are either nil or not
applicable on the Company.

directors’ responsibility statement

Pursuant to sub-section 3 (c) of Section 134 of the Companies
Act, 2013, the Board of Directors of the Company hereby state
and confirm that:

(i) in the preparation of Annual Accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied
them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial
year and of the profit or loss of the Company for that period;

(iii) they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of
the Company and for preventing and detecting frauds and
other irregularities,

(iv) they have prepared the Annual Accounts on a going
concern basis;

(v) they have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

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

acknowledgements

Your Directors take this opportunity to thank all stakeholders
including Members, Bankers, Business Partners/Associates,
Central and State Governments for their consistent support and
co-operation extended to the Company and for trust reposed
on us. We also acknowledge the significant contribution made
by the employees by their dedication and hard work. We look
forward to have the same support in our endeavor to help the
Company to grow faster.

For and on Behalf of the Board of Directors
Dinesh Nolkha Nitin Nolakha

Place : Hamirgarh, Bhilwara Chairman & Managing Director Managing Director

Date : 05th August, 2025 (DIN - 00054658) (DIN - 00054707)

Registered Office :

16-17 KM Stone, Chittor Road,

Hamirgarh, Bhilwara - 311025

---

Mar 31, 2024

Your Directors have pleasure to present the 32nd Annual Report on the business and operations of your Company along with the Audited Financial Statements for the year ended 31st March, 2024.

FINANCIAL RESULTS

The Financial Results of the Company’s performance for the year under review and those of the previous year are as follows: -

(H in crores)
Particulars	Current Year 2023-24	Previous Year 2022-23
Revenue From Operations	2905.65	2406.71
Gross Profit Before Finance Cost, Depreciation & Exceptional item	379.30	300.37
Finance Cost	83.30	37.68
Profit before Depreciation, Exceptional items and Tax	296.00	262.69
Depreciation	118.47	86.81
Exceptional items	-	-
Profit before Taxation	177.53	175.88
Provision for Taxation - Current Tax	27.34	43.33
- Deferred Tax	18.67	(32.27)
Profit after Tax	131.52	164.81
Other Comprehensive Income/(Loss) net of Income Tax	(0.04)	2.34
Total Comprehensive Income for the period	131.48	167.15
Earnings Per Share	23.39	29.32

OPERATIONAL PERFORMANCE

(i) REVENUE FROM OPERATIONS

Your Company has registered highest ever Revenue during the year under review as the Revenue from Operations has increased from H 2406.71 crores in the previous year to H 2905.65 crores during the current year registering an increase of 20.73%. The revenue of Yarn increased by 26.74% during current year from H 1593.59 crores to Rs 2019.76 crores. The revenue from Yarn constitutes 69.51% of the total revenue. Revenue of Fabric has increased from H 654.42 crores in the previous year to H 716.67 crores during year under review and registered growth of 9.51%. The Fabric revenue constitutes 24.66% of the total revenue from operations. The completion of expansion project resulted increase in turnover.

(ii) EXPORTS

There is significant increase in Exports of the Company as it has increase to H 1704.29 crores in the current year from H 1356.33 crores in the previous year registering an increase of 25.65%. The Exports constituted 58.65% of the total revenue during the year.

(iii) PROFITABILITY

The Operating Profit (EBIDTA) of your Company has increased by 26.28%, from H 300.37 crores in the previous year to H 379.30 crores in current year. As percentage to revenue from operations, the Operating Profits (EBIDTA)

marginally increased from 12.48% in previous year to 13.05% in current year. However, due to significant increase in Interest & Depreciation cost on account of implementation of expansion project the Company has reported Net Profit of H 131.52 crores in the current year against H 164.81 crores in the previous year.

DIVIDEND

Your Directors are pleased to recommend final Dividend of 25% i.e. H 2.50 per Equity Shares on the fully paid-up Equity Share of H 10/- each for the financial year 2023-24 subject to approval of shareholders at the ensuing Annual General Meeting. Accordingly, total outflow towards dividend on Equity Shares for the year under review would be H 14.06 crores. In terms of provisions of Income Tax Act, 1961, payment of Dividend shall be subject to deduction of Tax at source.

The Board continues to support a steady dividend policy and recommended dividend in accordance with the Dividend Distribution Policy of the Company which is available on website of the Company at https://nitinspinners.com/wp-content/ uploads/2024/02/Dividend-Distribution-Policy.pdf

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profits for FY 2023-24 in the profit and loss account and no amount is proposed to be transferred to reserves.

EXPANSION PROJECTS

During the year your Company has successfully implemented expansion project for installation of 94848 Compact Spindles and 3312 Rotors at Hamirgarh Plant (Bhilwara District) & 32640 Compact Spindles and 264 Airjet Spinning positions at Bhanwaria Kalan (Chittorgarh District) Plant. The commercial production was commenced on 28.09.2023 & 30.11.2023 respectively. The expansion projects of Weaving & Knitting capacity were completed during the FY 2022-23. The total cost of expansion projects was H 859.53 crores.

CORPORATE SOCIAL RESPONSIBILTY (CSR)

The Company’s vision on CSR is that the Company being a responsible Corporate Citizen would continue to make a serious endeavor for improvement in quality of life and betterment of society through its CSR related initiatives in the local areas where it operate. The CSR policy is available at the website of the Company under the link https://nitinspinners.com/wp-content/uploads/2024/02/CSR-Policy.pdf

During the current year, the Company has incurred expenditure of H 237.31 lakhs on CSR activities during the F.Y. 2023-24 against obligation of H522.21 lakhs (after setting of excess expenditure of H 2.46 lakhs during the F.Y. 2022-23). The Company has under taken ongoing project for construction of school and pursuant to section 135(6) of the Companies Act, 2013 the unspent amount of H 284.90 lakhs towards CSR obligation for the F.Y. 2023-24 was transferred to “Nitin Spinners Limited - Unspent CSR Account 2023-24” on 29.04.2024. The Annual Report on CSR Activities pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - I hereto and form part of this report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Ratan Lal Nolkha (DIN:00060746) ceased to be NonExecutive Chairman of the Company w.e.f. 12.08.2023 due

to his sad demise. The Board place on record the valuable contributions made by him in growth of the Company and pray to almighty God for peace of his holy soul.

Sh. Nitin Nolakha (DIN : 00054707), Jt. Managing Director, retired by rotation & re-appointed at the 31st Annual General Meeting held on 18.09.2023.

Shri Rishabh Chand Lodha (DIN : 07177605), was appointed as an Additional Director (Independent) at the Board Meeting held on 09.11.2023 with immediate effect and he was appointed as Non- Executive Independent Director for first consecutive term of five years w.e.f. 09.11.2023 at the Extra-Ordinary General Meeting held on 27.12.2023.

No other changes have taken place in composition of Board of Directors and Key Managerial Personnel of the Company during the year under review.

Further, Shri Dinesh Nolkha (DIN : 00054658), Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. On recommendation of Nomination and Remuneration Committee, the Board recommends his re-appointment for consideration of members of the Company at the ensuing Annual General Meeting. It is also proposed to re-designate him as Chairman & Managing Director with effect from 01.10.2024 till the end his current tenure of appointment upto 30.09.2027 without any change in other terms and conditions of his appointment as approved at the 30th Annual General Meeting of the Company held on 15th September, 2022 and at the Extra-Ordinary General Meeting held on 27.12.2023. On recommendation of Nomination and Remuneration Committee, the Board recommends his redesignation for consideration of members of the Company at the ensuing Annual General Meeting.

Tenure of Shri Nitin Nolakha, Jt. Managing Director is expiring on 30.09.2024. Based on performance evaluation and recommendation of Nomination and Remuneration Committee, the Board recommends for the approval of the Members elevating his designation and appointing him as Managing Director for a period of five years with effect from 01.10.2024 at the ensuing Annual General Meeting.

Smt. Vibha Aren (DIN : 07028020) on recommendation of Nomination and Remuneration Committee (NRC) was appointed as an Additional Director (Independent) by the Board of Directors at its Meeting held on 22.07.2024 with immediate effect for first consecutive term of five years subject to approval of shareholders at the ensuing AGM. The Board recommends for the approval of the Members, the appointment of Smt. Vibha Aren as a Non-Executive Independent Director of the Company for a term of five consecutive years with effect from 22.07.2024. She has the required integrity, expertise, experience and proficiency for appointment as a Non-Executive Independent Director of your Company.

Sh. Pratyush Nolakha (DIN : 10704970), on recommendation of Nomination and Remuneration Committee (NRC), was appointed as an Additional Director (Executive) by the Board of Directors at its Meeting held on 22.07.2024 with immediate effect subject to approval of shareholders at the ensuing AGM. The Board recommends for the approval of the Members, the appointment of Sh. Pratyush Nolakha as Executive Director of your Company for a period from 22.07.2024 to 30.09.2027.

The Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulations 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘Listing Regulations’) confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) of the Listing Regulations. The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013 and the Listing Regulations. The Board is of the opinion that the Independent

Directors of the Company possess requisite qualifications, experience (including proficiency) and expertise and they hold highest standards of integrity. Further, Independent Directors fulfill the conditions of appointment as specified in the Listing Regulations and in the Companies Act, 2013 and are Independent of the Management. The names of Independent Directors are included in Independent Director’s data bank maintained with the Indian Institute of Corporate Affairs (‘IICA’) in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014 and also passed the online proficiency test conducted by the Indian Institute of Corporate Affairs, wherever required.

None of the Directors are disqualified for being appointed as Director as specified in Section 164(1) & (2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 and disqualified or debarred from being appointed or continuing Director of the Company by virtue of any SEBI order or any other authority.

All the Directors, Key Managerial Personnel and Senior Management Personnel have confirmed compliance of “Code of Conduct for Directors and Senior Management Personnel”. A declaration by the Managing Director in this regard is enclosed to this Report.

AUDITORS

STATUTORY AUDITORS

M/s Kalani & Co., Chartered Accountants (Firm Registration No. 000722C) were re-appointed as Statutory Auditors at the 30th Annual General Meeting held on 15th September, 2022 for second term of consecutive five years from conclusion of 30th Annual General Meeting till the conclusion of 35th Annual General Meeting to be held in the calendar year 2027. Accordingly, they have conducted Statutory Audit for the F.Y. 2023-24 and shall continue to be Statutory Auditors for the Financial Year 202425. They have confirmed their eligibility to continue as Statutory Auditors of the Company for the F.Y. 2024-25 under section 141 of the Companies Act, 2013 and rules framed there under.

The Audit Report on the Financial Statements for the Financial Year ended on 31st March, 2024, issued by M/s Kalani & Co., Chartered Accountants, is unmodified and do not contain any qualifications, reservations or adverse remarks. The information referred in Auditor’s Report are self explanatory and hence do not require any further clarification.

SECRETARIAL AUDITORS

The Board of Directors has appointed M/s. V. M. & Associates, Company Secretaries (Firm Registration No. P1984RJ039200), to conduct Secretarial Audit for the Financial Year 2023-24 under the provisions of Section 204 of the Companies Act, 2013. Accordingly, they have conducted Secretarial Audit for the Financial Year 2023-24 and Secretarial Audit Report in Form MR-3 is enclosed herewith. Pursuant to provisions of Regulation 24A of Listing Regulations the Secretarial Auditors have also

issued Annual Secretarial Compliance Report for the F.Y. 202324. Both the reports do not contain any qualification, reservation or adverse remark.

The Board of Directors, on recommendation of Audit Committee, at their meeting held on 09.05.2024 has re-appointed M/s V. M. & Associates, Company Secretaries (Firm Registration No. P1984RJ039200) to conduct Secretarial Audit for the Financial Year 2024-25 under the provisions of Section 204 of the Companies Act, 2013. They have confirmed their eligibility for the said re-appointment and Regulation 24A of Listing Regulations.

COST RECORDS AND COST AUDITORS

The Company is required to maintain cost records, as specified by the Central Government, in terms of Section 148(1) of the Companies Act, 2013 and the rules framed there under, accordingly, the Company has maintained such cost records.

The Board of Directors, on recommendation of Audit Committee, has appointed M/s. Vivek Laddha & Associates, Cost Accountants (Firm Registration No. 103465) to conduct Cost Audit of the Cost Records maintained by the Company for the Financial Year 2023-24. Accordingly, they have conducted Cost Audit for the Financial Year 2023-24 and their report does not contain any qualification, reservation or adverse remark.

Pursuant to Section 148 of the Companies Act, 2013, the Board of Directors, on recommendation of Audit Committee, at their Meeting held on 09.05.2024 have re-appointed M/s. Vivek Laddha & Associates, Cost Accountants (Firm Registration No. 103465) as Cost Auditors to conduct Cost Audit of the Cost Records of the Company for the Financial Year 2024-2025. They have given their consent and confirmed their eligibility for the said re-appointment. The remuneration of Cost Auditors is proposed to be ratified by the Shareholders at the ensuing Annual General Meeting.

INTERNAL AUDIT

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, Mr. Ankit Jain, Manager (Internal Audit) of the Company has conducted internal audit of your Company for the financial year 2023-24.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors, Internal Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

CORPORATE GOVERNANCE

The Company is committed to maintain the high standards of Corporate Governance and adhere to the requirements set out in Companies Act, 2013 and Listing Regulations. Pursuant to regulation 34(3) of the Listing Regulations, the Reports on

Corporate Governance and Management Discussions & Analysis have been incorporated in the Annual Report and form an integral part of the Board’s Report. A Certificate from Statutory Auditors confirming compliance to conditions of Corporate Governance as stipulated under Listing Regulations forms part of this Annual Report.

AWARDS AND RECOGNITION

Your Company has been conferred with the following awards and recognition during the year under review:-

(A) The Cotton Textiles Export Promotion Council (TEXPROCIL) has conferred following awards to the Company :-

1. Year 2021-22 : - Silver Trophy for second Highest Exports of Cotton Yarn of Counts 50s and below in Category -III

2. Year 2022-23 : -

Gold Trophy for Highest Exports of Cotton Yarn of Counts 50s and below in Category - III

Gold Plaque for Highest Exports of Cotton Yarn of Counts 51s and above in Category - I

Gold Trophy for Highest Employment Generation (Overall)

(B) Safety Award by Government of Rajasthan: Third position for safety, health & welfare of workers in the category of Large Industries.

HUMAN RESOURCE DEVELOPMENT

Industrial relations continued to be cordial during the period under review. Your Company firmly believes that a dedicated work force constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development received focused attention. The Company has in house skill training centre and imparts on the job training to its manpower on continuous basis.

Your Directors wish to place on record their appreciation for the dedicated services rendered by the work force during the year under review.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Directors inform the members that the Company continuously looks out for energy conservation measures in all areas of operations across its both the Units. Similarly, your Company endeavors to lookout for up-gradation and absorption of technology. Your Company also spends continuously on research and development. Your Directors are glad to inform the members that your Company is a net foreign exchange earner. The relevant details as required to be disclosed with respect to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 134(3)

(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure - II and forms integral part of this Report.

NUMBER OF BOARD MEETINGS

During the year 2023-24, the Board of Directors met four times on 06.05.2023, 05.08.2023, 09.11.2023 and 29.01.2024.

The details of number of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of the Board’s Report. The frequency and intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, Listing Regulations and Secretarial Standards-1 issued by the Institute of Company Secretaries of India (ICSI).

COMMITTEES

The Company has constituted Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee. The details of the committees have been given in the Corporate Governance Report which is integral part of the Board’s Report. All the recommendations of the Audit Committee were accepted by the Board. No employee was denied access to the Chairperson of Audit Committee.

RELATED PARTY TRANSACTIONS

The details of Related Party Transactions during FY are provided in note no. 32 of financial statements. All the related party transactions entered during the FY are entered on arm’s length basis and in the ordinary course of business. During the period under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy on Materiality of and Dealing with Related Party Transactions. The Company has complied with all the applicable provisions of the Companies Act, 2013 and Listing Regulations in this regard. There were no transactions requiring disclosure under Section 134(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not form a part of this Annual Report.

The Policy on Related Party transactions is available at the website of the Company under the link https://nitinspinners.com/wp-content/uploads/2024/02/Related-Party-Transaction-Policy.pdf

LOANS, GUARANTEES OR INVESTMENTS

During the year under review , the Company has neither given any Loan, Guarantee or provided security in connection with a loan nor has made any Investments under Section 186 of the Companies Act, 2013.

PUBLIC DEPOSITS

During the period 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 re-payment.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuance of Section 177 (9) of the Companies Act, 2013 and the regulation 22 of the Listing Regulations and 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 policy has been disclosed on the website of the Company under the link https://nitinspinners.com/wp-content/uploads/2024/02/Vigil-Mechanism-Whistle-Blowed-Policu.pdf

During the year under review, there was no instance of fraud and no whistle blower event was reported.

NOMINATION, REMUNERATION & EVALUATION POLICY AND EVALUATION

Pursuant to provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Schedule II Part D of the Listing Regulations the Board of Directors have approved Nomination, Remuneration & Evaluation Policy inter-alia containing the criteria for appointment, remuneration & evaluation of the Directors, Key Managerial Personnel & Senior Management Personnel. During the year, the Nomination and Remuneration Committee reviewed the performance of Individual Directors. The Board reviewed the performance of Individual Directors, Committees and Board itself and expressed its satisfaction on the same. The Independent Directors in their separate meeting have reviewed the performance of non-independent directors, Chairperson and Board as a whole along with review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same. The manner in which evaluation has been carried out is explained in the Corporate Governance Report which is integral part of this report. The Nomination, Remuneration & Evaluation Policy is available under the link https://nitinspinners. com/wp-content/uploads/2024/02/Nomination-Remuneration-and-Evaluation-Policy.pdf During the year no amendment was made in the Policy.

In terms of provisions of section 178(4) of the Companies Act, 2013 the Salient features of the Policy are given in Corporate Governance Report which is integral part of the Annual Report.

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy with the objective of ensuring sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The detailed Risk Management framework has been provided

in the Management Discussion and Analysis Report of the Company which is integral part of the Annual Report. The Policy is available under the link https://nitinspinners.com/wp-content/ uploads/2024/02/Risk-Management-Policy.pdf

PARTICULARS OF EMPLOYEES & ANALYSIS OF REMUNERATION

The information about employees and analysis of remuneration as required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure - III

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company’s website under the link https://nitinspinners.com/wp-content/uploads/2024/06/MGT-7-2023-24.pdf

INTERNAL FINANCIAL CONTROL

The Company has laid down Internal Financial Controls that include a risk-based framework to ensure orderly and efficient conduct of its business, safeguarding of its assets, accuracy and completeness of the accounting records and assurance on reliability of financial information. The Company maintains adequate and effective internal control systems commensurate with its size and complexity. An independent internal audit function is an important element of the Company’s internal control systems. This is executed through an extensive internal audit programme and periodic review by the management and the Audit Committee.

The Audit Committee has satisfied itself on the adequacy and effectiveness of the internal financial control systems laid down by the management. The Statutory Auditors have confirmed the adequacy of the internal financial control systems over financial reporting.

Further, details of internal control systems are given in the Management Discussion and Analysis which forms part of this Annual Report.

COMPLIANCE WITH THE PROVISIONS OF SEXUAL HARSSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy on sexual harassment of women at workplace and constituted an internal complaints committee in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints regarding sexual harassment of women at workplace. The committee has informed that during the year it has not received any complaint under the said Act, no complaint was pending at the beginning of the year and no complaint was pending at the end of year under review.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations the Business Responsibility and Sustainability Report for the financial year ended 31st March, 2024 is attached herewith and forms part of the report.

OTHER DISCLOSURES

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

There is no change in the nature of business of the Company during the year under review.

The Company has complied with all the applicable Secretarial standards issued by the Institute of Company Secretaries of India.

The Company does not have any subsidiary, joint venture & associate company.

No significant and material order has been passed during the year by the regulators or courts or tribunals which can impact the going concern status and Company’s operations in future.

No unclaimed dividend or shares are due for transfer to Investor Education & Protection Fund (IPEF) in terms of provisions of Companies Act, 2013. The year wise details of Unclaimed/Unpaid Dividend are available at the website of the Company under link https://nitinspinners.com/unclaimed-and-unpaid-amounts/

The authorized share capital of the Company is H 60 crores and paid-up Equity Share Capital as on March 31, 2024 was H 56.22 crore and there was no change in the Share Capital of the Company during the Financial Year 2023-24.

The detail of Credit Rating and Familiarization Programs has been given in Corporate Governance Report.

No application is made and no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code) and there is no instance of one-time settlement of the Company with any bank or financial institution.

Certain disclosures are common under Companies Act, 2013 and Listing Regulations and the same are disclosed in the Corporate Governance Report forming part of this Report.

The disclosures other than made above are either nil or not applicable on the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to sub-section 3 (c) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities,

(iv) they have prepared the Annual Accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all stakeholders including Members, Bankers, Business Partners/Associates, Central and State Governments for their consistent support and co-operation extended to the Company. We also acknowledge the significant contribution made by the employees by their dedication and hard work and trust reposed on us. We look forward to have the same support in our endeavor to help the Company to grow faster.

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Mar 31, 2023

The Directors have pleasure to present the 31st Annual Report on the business and operations of your Company along with the Audited Financial Statements for the year ended 31st March, 2023.

FINANCIAL RESULTS

The Financial Results of the Company''s performance for the year under review and those of the previous year are as follows: -

(Rs. in Crores)
Particulars	Current Year 2022-23	Previous Year 2021-22
Revenue From Operations	2406.71	2692.32
Gross Profit Before Finance Cost, Depreciation & Exceptional item	300.37	653.45
Finance Cost	37.68	55.34
Profit before Depreciation, Exceptional items and Tax	262.69	598.11
Depreciation	86.81	87.40
Exceptional items	-	4.54
Profit before Taxation	175.88	506.17
Provision for Taxation - Current Tax	43.33	167.74
- Deferred Tax	(32.27)	12.29
Profit after Tax	164.81	326.14
Other Comprehensive Income/(Loss) net of Income Tax	2.34	3.19
Total Comprehensive Income for the period	167.15	329.33

OPERATIONAL PERFORMANCE

REVENUE FROM OPERATIONS

The year under review was very difficult year for the Indian Cotton Textiles Industry as it faced multiple challenges during the year: (1) Very high price volatility and higher absolute prices of Raw Materials (2) relative domestic price difference compared to international prices resulting in competitive disadvantage in International Markets and (3) demand slowdown due to geopolitical tensions, inflation in European and US economies. Due to all these factors, the Spinning Mills in India have to cut down capacity utilization. Your company has also cut production by about 14% of annual capacity during second and third quarters of the year to avoid heavy losses amid extreme volatility.

Despite above factors, your company achieved Revenue from Operations of Rs. 2406.71 Crores against Rs. 2692.32 Crores in the previous year, registering reduction of 10.60%, which was mainly due to reduction in production. The revenue of Yarn reduced by 15.16% during current year from Rs. 1878.43 Crores in previous year to Rs. 1593.59 Crores. The revenue from Yarn constitutes 66.21% of the total revenue. Revenue of Fabric has reduced from Rs. 679.52 Crores in the previous year to Rs. 654.42 Crores during year under review and registered reduction of 3.69%. The Fabric revenue constitutes 27.19% of the total revenue from operations.

EXPORTS

The volatility in cotton prices and subdued demand of cotton yarn in overseas market also affected exports of the Company and it decreased to Rs. 1356.33 Crores in the current year from Rs. 1953.63 Crores in the previous year registering reduction of 30.57%. The Exports constituted 56.36% of the total revenue during the year.

PROFITABILITY

As a result of lower capacity utilization; the profitability of the Company has also been adversely affected and Operating Profit (EBIDTA) and it has substantially reduced from Rs. 653.45 Crores in the previous year to Rs. 300.37 Crores in current year. The Company has reported Net Profit of Rs. 164.81 Crores in the current year against Rs. 326.14 Crores in the previous year.

DIVIDEND

Your Directors are pleased to recommend final Dividend of 25% i.e. Rs. 2.50 per Equity Shares on the fully paid-up Equity Share of Rs. 10/- each for the financial year 2022-23 subject to approval of shareholders at the ensuing Annual General Meeting. Accordingly, total outflow towards dividend on Equity Shares for the year under review would be Rs. 14.06 crores. In terms of provisions of Income Tax Act, 1961, payment of Dividend shall be subject to deduction of Tax at source.

The Board continues to support a steady dividend policy and the recommended dividend in accordance with the Dividend Distribution Policy of the Company which is available on website of the Company at link:https:// nitinspinners.com/wp-content/uploads/2021/10/ Dividend-Distribution-Policv.pdf

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profits for FY 2022-23 in the profit and loss account and no amount is proposed to be transferred to reserves.

EXPANSION PROJECTS

The Company has undertaken expansion projects at estimated project cost of Rs. 955 Crores at both the Plants located at Hamirgarh (Bhilwara District) and Bhanwaria Kalan (Chittorgarh District). The commercial production of Weaving & Knitting capacity was commenced w.e.f. 31.03.2023. The implementation of expansion of Spinning & Finishing capacity is under process and commercial production is expected to be commenced during current financial year.

CORPORATE SOCIAL RESPONSIBILTY (CSR)

The Company''s vision on CSR is that the Company being a responsible Corporate Citizen would continue to make a serious endeavor for improvement in quality of life and betterment of society through its CSR related initiatives in the local areas where it operate.

During the current year, the Company has incurred expenditure of Rs. 434.08 Lakhs on CSR activities against obligation of Rs. 431.62 Lakhs. The excess spending of Rs 2.46 Lakhs shall be carried forward for set off in the next F.Y. 2023-24. The Annual Report on CSR Activities pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - I hereto and form part of this report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Ratan Lal Nolkha, Director of the Company who retired and being eligible, was re-appointed and his designation was changed from Executive Chairman to Non-Executive Chairman w.e.f. 01.10.2022.

Shri Dinesh Nolkha was re-appointed as Managing Director for five years w.e.f. 01.10.2022.

Shri Rohit Swadheen Mehta, was appointed as Independent Director for five years w.e.f. 30.12.2021 at the Annual General Meeting held on 15.09.2022.

No other changes have taken place in composition of Board of Directors and Key Managerial Personnel of the Company during the year under review.

Shri Nitin Nolakha, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. On recommendation of Nomination and Remuneration Committee, the Board recommends his re-appointment for consideration of members of the Company at the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulations 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''Listing Regulations'') confirming that they meet the criteria of independence as prescribed thereunder. The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013 and the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience (including proficiency) and expertise and they hold highest standards of integrity. Further, Independent Directors fulfill the conditions of appointment as specified in the Listing Regulations and are Independent of the Management. The names of Independent Directors are included in Independent Director''s data bank maintained with the Indian Institute of Corporate Affairs (''IICA'') in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended.

None of the Directors are disqualified for being appointed as Director as specified in Section 164(1) & (2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

All the Directors, Key Managerial Personnel and Senior Management Personnel have confirmed compliance of "Code of Conduct for Directors and Senior Management Personnel”. A declaration by the Managing Director in this regard is enclosed to this Report.

AUDITORS

STATUTORY AUDITORS

M/s Kalani & Co., Chartered Accountants (Firm Registration No. 000722C) were appointed Statutory Auditors at the 30th

Annual General Meeting held on 15th September, 2022 for five years till the conclusion of 35th Annual General Meeting to be held in the calendar year 2027. Accordingly, they have conducted Statutory Audit for the F.Y. 2022-23 and shall continue to be Statutory Auditors for the Financial Year 2023-24. They have confirmed their eligibility to continue as Statutory Auditors of the Company for the F.Y. 2023-24 under section 141 of the Companies Act, 2013 and rules framed there under.

The Audit Report on the Financial Statements for the Financial Year ended on 31st March, 2023, issued by M/s Kalani & Co., Chartered Accountants, is unmodified and do not contain any qualifications, reservations or adverse remarks. The information referred in Auditor''s Report are self explanatory and hence do not require any further clarification.

SECRETARIAL AUDITORS

The Board of Directors has appointed M/s. V. M. & Associates, Company Secretaries (Firm Registration No. P1984RJ039200), to conduct Secretarial Audit for the Financial Year 2022-23 under the provisions of Section 204 of the Companies Act, 2013. Accordingly, they have conducted Secretarial Audit for the Financial Year 202223 and Secretarial Audit Report in Form MR-3 is enclosed herewith. Pursuant to provisions of Regulation 24A of Listing Regulations the Secretarial Auditors have also issued Annual Secretarial Compliance Report for the F.Y. 2022-23. Both the reports do not contain any qualification, reservation or adverse remark.

The Board of Directors on recommendation of Audit Committee has re-appointed M/s V. M. & Associates, Company Secretaries (Firm Registration No. P1984RJ039200) to conduct Secretarial Audit for the Financial Year 2023-24 under the provisions of Section 204 of the Companies Act, 2013. They have confirmed their eligibility for the said re-appointment.

COST RECORDS AND COST AUDITORS

The Company is required to maintain cost records, as specified by the Central Government, in terms of Section 148(1) of the Companies Act, 2013 and the rules framed there under, accordingly, the Company has maintained such cost records.

The Board of Directors on recommendation of Audit Committee has appointed M/s. Vivek Laddha & Associates, Cost Accountants (Firm Registration No. 103465) to conduct Cost Audit of the Cost Records maintained by the Company for the Financial Year 2022-23. Accordingly, they have conducted Cost Audit for the Financial Year 202223 and their report does not contain any qualification, reservation or adverse remark.

Pursuant to Section 148 of the Companies Act, 2013, your Directors have re-appointed M/s. Vivek Laddha & Associates, Cost Accountants (Firm Registration No. 103465) to conduct Cost Audit of Cost Records of the Company for the Financial Year 2023-2024. They have confirmed their eligibility for the said re-appointment. The remuneration of Cost Auditors is proposed to be ratified by the Shareholders at the ensuing Annual General Meeting.

INTERNAL AUDIT

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, Mr. Ankit Jain, Manager (Internal Auditor) of the Company has conducted internal audit of your Company for the financial year 2022-23.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors, Internal Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

CORPORATE GOVERNANCE

The Company is committed to maintain the high standards of Corporate Governance and adhere to the requirements set out in Companies Act, 2013 and Listing Regulations. Pursuant to regulation 34(3) of the Listing Regulations, the Reports on Corporate Governance and Management Discussions & Analysis have been incorporated in the Annual Report and form an integral part of the Board''s Report. A Certificate from Statutory Auditors confirming compliance to conditions of Corporate Governance as stipulated under Listing Regulations forms part of this Annual Report.

AWARDS AND RECOGNITION

Your Company has been conferred with the following awards and recognition during the year under review:-

1. Award by the Government of Rajasthan for Highest Exports and highest growth in exports during FY 2020-21

2. Rajasthan Energy Conservation Award 2022- "1st Award" for the efforts in Energy conservation, under the Textile (Spinning) Category.

HUMAN RESOURCE DEVELOPMENT

Industrial relations continued to be cordial during the period under review. Your Company firmly believes that a dedicated work force constitutes the primary source of

sustainable competitive advantage. Accordingly, human resource development received focused attention. The Company has in house skill training centre and imparts on the job training to its manpower on continuous basis.

Your Directors wish to place on record their appreciation for the dedicated services rendered by the work force during the year under review.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Directors inform the members that the Company continuously looks out for energy conservation measures in all areas of operations across its both the Units. Similarly, your Company endeavors to lookout for up-gradation and absorption of technology. Your Company also spends continuously on research and development. Your Directors are glad to inform the members that your Company is a net foreign exchange earner. The relevant details as required to be disclosed with respect to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure - II and forms integral part of this Report.

NUMBER OF BOARD MEETINGS

During the year 2022-23, the Board of Directors met four times on 12.05.2022, 06.08.2022, 08.11.2022 and 02.02.2023. The details of number of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of the Board''s Report. The frequency and intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, Listing Regulations and Secretarial Standards-1 issued by Institute of Company Secretaries of India (ICSI).

COMMITTEES

The Company has constituted Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee. The details of the committees have been given in the Corporate Governance Report which is integral part of the Board''s Report. All the recommendation of the Audit Committee was accepted by the Board. No employee was denied access to the Audit Committee.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm''s length basis and in the ordinary course of business. The

Company has complied with all the applicable provisions of the Companies Act, 2013 and Listing Regulations in this regard. There were no transactions requiring disclosure under Section 134(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not form a part of this Annual Report.

During the period under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy on Materiality of and Dealing with Related Party Transactions. The related party disclosures are provided in the notes to financial statements. The Policy on Related Party transactions is available at the website of the Company under the link https://nitinspinners.com/wp-content/uploads/2022/01/ Related-Partv-Policv.pdf

LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has neither given any Loan, Guarantee or provided security in connection with a loan nor has made any Investments under Section 186 of the Companies Act, 2013.

PUBLIC DEPOSITS

During the period 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 re-payment.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuance of Section 177 (9) of the Companies Act, 2013 and the regulation 22 of the Listing Regulations and 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 policy has been disclosed on the website of the Company under the link https:// nitinspinners.com/wp-content/uploads/2023/02/Vigil-Mechanism.pdf

During the year under review, there was no instance of fraud and no whistle blower event was reported.

NOMINATION, REMUNERATION &EVALUATION POLICY AND EVALUATION

Pursuant to provisions of Section 178 of the Companies Act, 2013 and Listing Regulations the Board of Directors

have approved Nomination, Remuneration & Evaluation Policy prescribing inter-alia the criteria for appointment, remuneration & evaluation of the Directors. The Nomination and Remuneration Committee and Board reviewed the performance of Board, its committee and all Individual Directors of the Company and expressed its satisfaction over the performance of them. The Independent Directors in their separate meeting have reviewed the performance of non-independent directors, Chairperson and Board as a whole along with review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same. The Nomination, Remuneration & Evaluation Policy is available under the link https://nitinspinners.com/wp-content/ uploads/2021/07/Nomination-Remuneration-Policy.pdf During the year no amendment was made in the Policy.

In terms of provisions of section 178(4) of the Companies Act, 2013 the Salient features of the Policy are given Corporate Governance Report.

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy with the objective of ensuring sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The detailed Risk Management framework has been provided in the Management Discussion and Analysis Report of the Company. The Policy is available under the link https://nitinspinners.com/wp-content/ uploads/2021/10/Risk-Management-Policv.pdf

PARTICULARS OF EMPLOYEES & ANALYSIS OF REMUNERATION

The information about employees and analysis of remuneration as required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure - III

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company''s website https://nitinspinners.com/wp-content/uploads/2023/07/MGT-7-2022-23.pdf

INTERNAL FINANCIAL CONTROL

The Company has laid down Internal Financial Controls that include a risk-based framework to ensure orderly and efficient conduct of its business, safeguarding of its assets, accuracy and completeness of the accounting records and assurance on reliability of financial information. The

Company maintains adequate and effective internal control systems commensurate with its size and complexity. An independent internal audit function is an important element of the Company''s internal control systems. This is executed through an extensive internal audit programme and periodic review by the management and the Audit Committee.

The Audit Committee has satisfied itself on the adequacy and effectiveness of the internal financial control systems laid down by the management. The Statutory Auditors have confirmed the adequacy of the internal financial control systems over financial reporting.

COMPLIANCE WITH THE PROVISIONS OF SEXUAL HARSSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy for prevention of sexual harassment and constituted internal complaints committee in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints regarding sexual harassment at workplace. The committee has informed that during the year it has not received any complaint under the said Act, no complaint was pending at the beginning of the year and no complaint was pending at the end of year under review.

BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations the Business Responsibility and Sustainability Report for the financial year ended 31st March, 2023 is attached herewith and forms part of the report.

OTHER DISCLOSURES

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

There is no change in the nature of business of the Company during the year under review.

The Company has complied with all the applicable Secretarial standards issued by the Institute of Company Secretaries of India.

The Company does not have any subsidiary, joint venture & associate company.

No significant and material order has been passed during the year by the regulators or courts or tribunals which can impact the going concern status and Company''s operations in future.

No unclaimed dividend or shares are due for transfer to Investor Education & Protection Fund (IPEF) in terms of provisions of Companies Act, 2013. The year wise details of Unclaimed/Unpaid Dividend are available at the website of the Company under link https://nitinspinners.com/ unclaimed-and-unpaid-amounts/

The paid-up Equity Share Capital as on March 31, 2023 was Rs. 56.22 crore and there was no change in the Share Capital of the Company during the Financial Year 2022-23.

The detail of Credit Rating and Familiarization Programs has been given in Corporate Governance Report.

No application is made and no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code) and there is no instance of one-time settlement of the Company with any bank or financial institution.

Certain disclosures are common under Companies Act, 2013 and Listing Regulations and the same are disclosed in the Corporate Governance Report forming part of this Report.

The disclosures other than made above are either nil or not applicable on the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-section 3 (c) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities,

(iv) they have prepared the Annual Accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all stakeholders including Members, Bankers, Business Partners/Associates, Central and State Governments for their consistent support and co-operation extended to the Company. We also acknowledge the significant contribution made by the employees by their dedication and hard work and trust reposed on us. We look forward to have the same support in our endeavor to help the Company to grow faster.

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Mar 31, 2018

The Directors have pleasure to present the 26th Annual Report on the business and operations of your Company along with the Financial Statements for the year ended 31st March, 2018.

FINANCIAL RESULTS

The Financial results of the Company’s operations for the year under review and those of the previous year are as follows: -

(Rs.in Crores)

Particulars	Current Year	Previous Year
REVENUE FROM OPERATIONS	1,145.25	933.39
Gross Profit Before Finance Cost, Depreciation & Exceptional item.	157.18	134.25
Finance Cost	29.55	22.27
Profit before Depreciation, Exceptional items and Tax	127.63	111.98
Depreciation	56.19	41.66
Exceptional items	-	-
PROFIT BEFORE TAXATION	71.44	70.32
Provision for Taxation- Current (Net of MAT Credit)	15.98	2.33
- Earlier Year	(5.14)	-
- Deferred Tax	8.21	10.64
PROFIT AFTER TAX	52.39	57.35
OTHER COMPREHENSIVE INCOME NET OF INCOME TAX	(128)	1.30
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD	51.11	58.65

Note: The Company has adopted Indian Accounting Standards (Ind AS) in place of IGAAP as required vide Notification dtd. 16.02.2015 of the Ministry of Corporate Affairs (MCA) and prepared the financial statements for the year ended 31st March, 2018 in accordance Ind AS for the first time. The financial statements for the year ended 31st March, 2017 have been restated in accordance with Ind AS for comparative information. The reconciliation and descriptions of the effect of the transition from IGAAP to Ind AS have been provided in Note No. 39 of the notes to accounts of the financial statements.

OPERATIONAL REVIEW

Production

During the previous year your Company has implemented substantial capacity expansion and the same has been fully utilized as the Company has produced 47,138 MT Cotton Yarn and 7,526 MT Knitted Fabrics in the current year against 42,343 MT Cotton Yarn and 6,825 MT Knitted Fabrics in the previous year.

REVENUE FROM OPERATIONS

Your Directors are pleased to inform that the Company has recorded highest ever revenue of Rs.1,145.25 Crores from operations in current year against Rs.933.39 Crores in the previous year, an increase of 22.70%. The revenue of Cotton Yarn increased by 22.62% from Rs.706.01 Crores to Rs.865.74 Crores, whereas the revenue of Knitted Fabric increased by 12.50% from Rs.156.52 Crores in the previous year to Rs. 176.09 Crores during the current year. Knitted Fabric revenue constitutes 15.38% of the total revenue from operations.

Exports

Exports of the Company increased significantly by 24.63% from Rs.591.47 Crores in the previous year to Rs.737.12 Crores in the current year. Exports constitute 64.36% of the total revenue.

Profitability

The year under review was a turbulent year for Textile Industry as the Industry was reeling with the effect of demonetisation and implementation of GST during the year under review caused major disruption whereby tax was levied across the entire value chain of the Industry as against earlier regime of only Fiber stage duties and taxes. Moreover, the duty drawbacks on exports were reduced leading to margin contraction, Power cost also increased substantially during the year as a result of levies of open access surcharge at the end of last year. In spite of all these adverse circumstances the operating profit (EBIDTA) of the Company has increased from Rs.134.25 Crores in the previous year to Rs.157.18 Crores in the current year. However, in percentage terms of revenue from operations it is slightly lower to 13.72% in current year from 14.38% in previous year.

The Cash Profit (PBDT) for the current year was Rs.127.63 Crores against Rs.111.98 Crores in the previous year. Due to implementation of expansion project in the last year the Interest Cost, Depreciation and Tax increased substantially because of increased loan, assets base and non availability of tax incentive which has adversely affected Profit after Tax as it has decreased to Rs.52.39 Crores in the current year from Rs.57.35 Crores in previous year. Finally, the Company has reported total comprehensive income after tax of Rs.51.11 Crores for the current year as against Rs.58.65 Crores during last year.

TRANSFER TO GENERAL RESERVE

A sum of Rs.10 Crores has been appropriated to General Reserves out of total comprehensive income of Rs.51.11 Crores for the year under review.

DIVIDEND

Your Directors are pleased to recommend Dividend of 12% i.e. Rs.1.20 per Equity Shares on the fully paid-up Equity Shares of Rs.10/- each for the financial year 201718 subject to approval of shareholders at the ensuing Annual General Meeting.

INSTALLATION OF INTEGRATED TEXTILE UNIT

The Company has undertaken to install Integrated Textile Unit at Bhanwaria Kalan, Tehsil Begun in the District of Chittorgarh, Rajasthan at an estimated project cost of '' 675 Crores. The unit will be having facilities to manufacture processed fabric right from fibre mainly using Cotton and Polyester as raw material. This will cater the complete need of apparel Manufacturer. The land for the project has been purchased and building construction activity already started. The project is eligible for customized package benefits under the Rajasthan Investment Promotion Scheme, 2014 of the Government of Rajasthan.

RAISING OF FUNDS THROUGH PREFERENTIAL ISSUE

During the year under consideration the Company has raised funds through issue of 93,85,765 Equity Shares of Rs.10/- each at a premium of Rs.105/- each aggregating to Rs.107.94 Crores to the Qualified Institutional Buyers on preferential basis and 3,32,000 Equity Shares of Rs.10/each at a premium of Rs.110.50 each aggregating to Rs.4.00 Crores to Promoters of the Company on preferential basis inter-alia for repayment of debts, general corporate purposes etc. This has strengthened long term resources of the Company and will help the Company in its growth plans.

CORPORATE SOCIAL RESPONSIBILTY (CSR)

Your Company is committed to make a positive contribution to communities where it operates. Pursuant to Section 135 of the Companies Act, 2013, the Company constituted CSR committee and formulated CSR Policy as guiding principle for undertaking CSR activities. The Company’s vision on CSR is that the Company being a responsible Corporate Citizen would continue to make a serious endeavor for a quality and better society through its CSR related initiatives.

During the current year, the Company has incurred expenditure of Rs.131.40 Lacs on CSR activities against liability of Rs.126.50 Lacs. Accordingly, during the year there is no shortfall on CSR expenditure. The disclosures of CSR activities pursuant to Section 134(3) of the Companies Act, 2014 read with Rule 9 of Companies (Corporate Social Responsibility) Rules, 2014 is annexed hereto and form part of this report as Annexure - I.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Nitin Nolakha, Director of the Company who retired and being eligible, was re-appointed at the Annual General Meeting of the Company held on 4th September, 2017. Shri R. L. Nolkha, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Details of the Director seeking re-appointment are provided in the Corporate Governance Report forming part of this report. The Board recommends his appointment for consideration of members of the Company at the ensuing Annual General Meeting.

No other changes have been taken place in composition of Board of Directors and Key Managerial Personnel of the Company during the year under review.

All Independent Directors of the Company have confirmed that they are complying with the requirement of Section 149(6) of the Companies Act, 2013 and applicable provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

AUDITORS:-

Statutory Auditors

M/s Kalani & Co., Chartered Accountants (FRN 000722C) were appointed Statutory Auditors for five years at the 25th Annual General Meeting held on 4th September, 2017. Accordingly, they shall continue to be Statutory Auditors for the 2018-19.

The audit report on the financial statements for the financial year ended on 31st March, 2018, issued by M/s Kalani & Co., Chartered Accountants, do not contain any qualifications, reservations or adverse remarks. The Audit report is enclosed with the financial statements in this annual report and hence do not require any further clarification.

SECRETARIAL AUDITORS

The Board of Directors has re-appointed M/s V.M. & Associates, Company Secretaries (Firm Registration No. P1984RJ039200), being eligible, to conduct Secretarial Audit for the Financial Year 2018-19 under the provisions of Section 204 of the Companies Act, 2013.

The Board of Directors has appointed M/s. V. M & Associates, Company Secretaries (Firm Registration No. P1984RJ039200), to conduct Secretarial Audit for the 2017-18 under the provisions of Section 204 of the Companies Act, 2013. The Report of Secretarial Auditors is enclosed herewith. The report does not contain any qualification, reservation or adverse remark.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013, your Directors have appointed M/s. Vivek Laddha & Associates, Cost Accountants (FRN 103465), being eligible, to conduct Cost Audit of the Company for the Financial Year 2018-19.

CORPORATE GOVERNANCE

The Company is committed to maintain the high standards of Corporate Governance. Your Directors adhere to the requirements set out in Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and have implemented all the prescribed requirements. In pursuant to regulation 34(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Reports on Corporate Governance and Management Discussions & Analysis have been incorporated in the Annual Report and forms an integral part of the Board Report.

AWARDS, RECOGNITION & CERTIFICATIONS

Your Company has been conferred with the following awards and recognition during the year under review :-

1. Rajasthan Export Award: During the year under review, the Government of Rajasthan has selected your Company for Rajasthan Export Award for the year 2016-17.

2. UCCI Excellence Award 2018 by Udaipur Chamber of Commerce & Industry under Large Enterprise Category.

3. Certifications :

Your Company got following certifications from British Standards Institution (BSI) during the year under review:-

(a) Quality Management System - ISO 9001:2015

(b) Environmental Management System - ISO 14001:2015

(c) Energy Management System - ISO 50001:2011

(d) Occupational Health & Safety Management System - OHSAS 18001:2007

(e) Social Accountability System - SA 8000:2014 With these certifications your company has all Internationally recognized certifications.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-section 3 (c) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures have been given;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities,

(iv) they have prepared the Annual Accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

HUMAN RESOURCE DEVELOPMENT

Industrial relations continued to be cordial during the period under review. Your Company firmly believes that a dedicated work force constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development received focused attention. The Company has in house skill training centre and imparts on the job training to its manpower on continuous basis.

Your Directors wish to place on record their appreciation for the dedicated services rendered by the work force during the year under review.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with Section 134(3)(m) read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure - II and forms integral part of this Report.

OTHER DISCLOSURES UNDER COMPANIES ACT, 2013

i) Number of Board Meetings :

The Board of Directors met five times in the year 2017-18. The details of number of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

ii) Composition of Audit Committee:

The Board constituted the Audit Committee which comprises of Sh. Y. R. Shah, Chairman, Smt. Aditi Mehta and Dr. R. Chattopadhyay as members. All the recommendations of Audit Committee have been accepted by the Board. More details on the committee are given in the Corporate Governance Report.

iii) Related Party Transactions :

All the related party transactions are entered on arm’s length basis and in the ordinary course of business. The Company has complied with all the applicable provisions of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in this regard. There is no materially significant related party transaction with Promoters, Directors or Key Management Personnel which may have potential conflict with the interest of the Company at large. During the year, the Company has not entered into any related party transactions under the Section 188 of the Companies Act, 2013 and the particulars of contracts or arrangements with related parties are Nil.

iv) Loans, Guarantees or Investments:

The Company has not given any Loan, Guarantee and also not made any Investments under the Section 186 of the Companies Act, 2013.

v) Fixed Deposits

The Company has not accepted or renewed any fixed deposits during the year under review and no fixed deposit is outstanding for payment at the year ended 31st March, 2018.

vii) Vigil Mechanism/Whistle Blower Policy :

In pursuance of Section 177 (9) of the Companies Act, 2013 and the regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has in place a Vigil Mechanism/ Whistle Blower Policy for Directors and employees to report genuine concern. More details pertaining to the same are given in the Corporate Governance Report.

viii) Nomination, Remuneration & Evaluation Policy:

In pursuant to provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors have approved Nomination, Remuneration & Evaluation Policy for appointment, remuneration & evaluation of the Directors, Key Management Personnel & Senior Management Personnel. The details of the Nomination and Remuneration committee, Nomination, Remuneration & Evaluation Policy and Annual Evaluation carried out by the Directors are given in the Corporate Governance Report.

ix) Particulars of Employees & Analysis of Remuneration:

Particulars of employees and analysis of remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure - III

x) Extract of Annual Return

The extract of the Annual Return in Form MGT-9 as required under section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration Rules), 2014 is enclosed as Annexure- IV

xi) Miscellaneous Disclosures:-

Details about risk management have been given in the Management Discussions & Analysis.

There is no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year and the date of the report.

The Company does not have any subsidiary, joint venture & associate company.

There is no significant and material order has been passed during the year by the regulators or courts or tribunals which can impact the going concern status and Company’s operations in future.

The Company is having adequate Internal Financial Control with reference to the Financial Statements.

During the year, the Company has not received any complaint under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and no complaint was pending at the beginning of the year.

ACKNOWLEDGEMENTS

Directors wish to express their grateful appreciation for assistance and co-operation received from various Departments of Central & State Governments and Banks during the year under review. Your Directors also wish to place on record their appreciation for the committed services of all the associates and vendors of the Company.

For and on Behalf of the Board of Directors

R. L. NOLKHA

Chairman

(DIN - 00060746)

Place : Bhilwara

Dated : 10th May, 2018

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Mar 31, 2017

Your Directors have pleasure to present 25th Annual Report on the business and operations of your Company and the Financial Statements for the year ended 31st March, 2017.

FINANCIAL RESULTS

The Financial results of the Company’s operations for the year under review and those of the previous year are as follows:

(Rs, in Lacs)

Particulars	Current Year	Previous Year
Revenue From Operations	93,337.96	76,686.68
Gross Profit Before Finance Cost, Depreciation a Exceptional item	13,391.23	13,776.19
Finance Cost	2,224.18	3,300.98
Profit before Depreciation a Exceptional items	11,167.05	10,475.21
Depreciation	4,165.12	3,955.73
Exceptional items	-	-
Profit before Taxation	7,001.93	6,519.48
Provision for Taxation - Current (Net of MAT Credit)	221.74	1,167.61
- Deferred Tax	1,065.14	935.59
Net Profit after Tax	5,715.05	4,416.28
Balance brought forward	10,814.39	7,699.76
Total balance available for appropriation	16,529.44	12,116.04
Appropriations: -
-Proposed Dividend	550.01	458.34
-Tax on Dividend	111.97	93.31
-Transfer to General Reserve	750.00	750.00
Balance Carried to Balance Sheet	15,117.46	10,814.39

OPERATIONAL REVIEW Turnover:

Your Directors are pleased to inform that during the year under review, your Company reported encouraging performance. The Company has recorded highest ever turnover of Rs, 933.38 Crores in current year against Rs, 766.87 Crores in the previous year, an increase of 21.71%. The turnover of Cotton Yarn increased by 21.94% from Rs, 587.93 Crores to Rs, 716.93 Crores, whereas the turnover of Knitted Fabric increased by 14.34% from Rs, 138.39 Crores in the previous year to Rs, 158.24 Crores during the current year. Knitted Fabric turnover constitute 16.95% of the total turnover.

Exports:

The export turnover was increased by 11.28% from Rs, 531.53 Crores in the previous year to Rs, 591.47 Crores in the current year. The export turnover constitutes 63.37% of the total turnover.

Profitability & Transfer To General Reserve: -

The higher cotton prices in our country in comparison to International market and volatility in foreign exchange rates adversely affected operating profit (EBIDTA) of the Company. Moreover, during the year under review power cost also increased substantially due to steep increase in power tariff, other levies and surcharge by the State

Government. Due to these factors, there was marginal decrease in the operating profit of the Company from Rs, 137.76 Crores in the previous year to Rs, 133.91 Crores in current year. However, there was substantial reduction in the Interest cost a Taxes of the Company which resulted in remarkable growth of 29.41% in the Net Profit (PAT) which increased to Rs, 57.15 Crores in the year under review from Rs, 44.16 Crores during the previous year.

A sum of Rs, 7.50 Crores has been transferred to General Reserves out of the Net Profit of Rs, 57.15 Crores.

DIVIDEND

Your Directors are pleased to recommend Dividend of 12% i.e. Rs, 1.20 per Equity Shares on the fully paid-up Equity Shares of Rs, 10/- each for the financial year 2016-17 subject to approval of shareholders at the ensuing Annual General Meeting as against Rs, 1.00 per equity share of Rs, 10.00 each for the previous year ended 31st March, 2016. The total outgo on this account including Dividend Tax shall be Rs, 661.98 Lacs

EXPANSION PROJECT

The Company has successfully implemented expansion project of Rs, 290 Crores and commercial production commenced in the last quarter of the financial year under review. The investments in the project are eligible for Interest subsidy and other benefits under Rajasthan Investment Promotion Scheme, 2014. The production on expanded capacity is on full swing and your Company will get benefits of expansion for full year in the current financial year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is committed to make a positive contribution to communities where it operates. Pursuant to Section 135 of the Companies Act, 2013, the Company constituted CSR committee and formulated CSR Policy as guiding principle for undertaking CSR activities. The CompanyRs,s vision on CSR is that the Company being a responsible Corporate Citizen would continue to make a serious endeavor for a quality and better society through its CSR related initiatives.

During the current year, the Company has incurred expenditure of Rs, 67.71 Lacs on CSR activities against liability of Rs, 114.53 Lacs. Accordingly, there was shortfall of Rs, 46.82 Lacs on CSR expenditure. The Company has applied to Urban Improvement Trust, Bhilwara for approval of drawing for construction of Girls/Women hostel. The construction can be started after receipt of the approval of drawings and it is expected shortly. This shortfall of Rs, 46.82 Lacs on CSR activities shall be incurred during the current year in addition to the liability of CSR expenditure for the current year 2017-18. The disclosures of CSR activities pursuant to Section 134(3) of the Companies Act, 2014 read with Rule 9 of Companies (Corporate Social Responsibility) Rules, 2014 is annexed hereto and form part of this report as Annexure - I.

DIRECTORS

Shri Nitin Nolakha, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Details of the Director seeking re-appointment are provided in the Corporate Governance Report forming part of this report. The Board recommends his appointment for consideration of members of the Company at the ensuing Annual General Meeting.

All Independent Directors of the Company have confirmed that they are complying with the requirement of Section 149(6) of the Companies Act, 2013 and applicable provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

AUDITORS

M/s R. S Dani & Co., Chartered Accountants and Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company and pursuant to provisions of Section 139(2) of the Companies Act, 2013 they are not eligible for re-appointment due to compulsory rotation and therefore M/s Kalani & Co., Chartered Accountants, Bhilwara being eligible under the provisions of Section 139 of the Companies Act, 2013 are proposed to be appointed as Statutory Auditors of the Company for five years from the conclusion of ensuing Annual General Meeting and to conduct Statutory Audit from the Financial Year 2017-18.

The Board of Directors has re-appointed M/s V.M. & Associates, Company Secretaries in Whole-Time Practice, being eligible, to conduct Secretarial Audit for the Financial Year 2017-18 under the provisions of Section 204 of the Companies Act, 2013.

In pursuance of Section 148 of the Companies Act, 2013, your Directors have re-appointed M/s. V K. Goyal a Company, Cost Accountants, being eligible, to conduct Cost Audit of the Company for the Financial Year 2017-18.

SECRETARIAL AUDIT REPORT

The Board of Directors has appointed M/s. V M & Associates, Company Secretaries in Whole-Time Practice to conduct Secretarial Audit for the FY 2016-17 under the provisions of Section 204 of the Companies Act, 2013. The Report of Secretarial Auditors is enclosed herewith. The report does not contain any qualification.

CORPORATE GOVERNANCE

The Company is committed to maintain the high standards of Corporate Governance. Your Directors adhere to the requirements set out in Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and have implemented all the prescribed requirements. In pursuant to regulation 34(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Reports on Corporate Governance and Management Discussions & Analysis have been incorporated in the Annual Report and forms an integral part of the Board''s Report.

AWARDS & RECOGNITION

Your Company has been conferred with the following awards and recognition during the year under review: -

1. Texprocil Bronze trophy for the 3rd highest exports of cotton yarn counts 50s and below under Category II for F.Y. 2015-16

2. Texprocil Bronze Plaque for the Third Highest Exports of “Grey Fabrics” under Category I for the F.Y. 2015-16

3. Rajasthan Energy Conservation Award by the Government of Rajasthan for efforts for Energy Conservation for the year 201516 under large Spinning Category.

4. UCCI Excellence Award 2017 by Udaipur Chamber of Commerce & Industry under Large Enterprise Category.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to sub-section 3 (c) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards have been followed and wherever required, proper explanation relating to material departures have been given;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities,

(iv) they have prepared the Annual Accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

HUMAN RESOURCE DEVELOPMENT

Industrial relations continued to be cordial during the period under review. Your Company firmly believes that a dedicated work force constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development received focused attention. The Company has in house skill training centre and imparts on the job training to its manpower on continuous basis. The Skill Training Centre of the Company has been approved under Integrated Skill Development Scheme by the Department of Industries, Government of Rajasthan, Jaipur.

Your Directors wish to place on record their appreciation for the dedicated services rendered by the work force during the year under review.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Rule 8 (3) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure - II and forms integral part of this Report.

OTHER DISCLOSURES UNDER COMPANIES ACT, 2013

i) Number of Board Meetings:

The Board of Directors met four times in the year 2016-17. The details of the Board Meeting and the attendance of the Directors are provided in the Corporate Governance Report.

ii) Composition of Audit Committee:

The Board constituted the Audit Committee which comprises of Shri Y. R. Shah, Chairman, Smt. Aditi Mehta and Dr. R. Chattopadhyay as members. All the recommendations of Audit Committee have been accepted by the Board. More details on the committee are given in the Corporate Governance Report.

iii) Related Party Transactions:

All the related party transactions are entered on arm’s length basis and in the ordinary course of business. The Company has complied with all the applicable provisions of the Act and SEBI (Listing Obligations a Disclosure Requirements) Regulations, 2015 in this regard. There is no materially significant related party transaction with Promoters, Directors or Key Management Personnel which may have potential conflict with the interest of the Company at large. During the year, the Company has not entered into any related party transactions under Section 188 of the Companies Act, 2013 and the particulars of contracts or arrangements with related parties are Nil and Form AOC-2 is enclosed as Annexure - III

iv) Loans, Guarantees or Investments:

The Company has not given any Loan, Guarantee and also not made any Investments under Section 186 of the Companies Act, 2013.

v) Fixed Deposits

The Company has not accepted or renewed any fixed deposits during the year under review and no fixed deposit is outstanding for payment at the year ended 31st March, 2017.

vi) Comments on Auditors’ Reports:

There is no adverse remark or comments in the Statutory Auditors’ a Secretarial Auditors’ Reports and therefore no comments are required in the Directors’ Report.

vii) Vigil Mechanism/ Whistle Blower Policy:

In pursuance of Section 177 (9) of the Companies Act, 2013 and the SEBI (Listing Obligations a Disclosure Requirements) Regulations, 2015, the Company has in place a Vigil Mechanism/ Whistle Blower Policy for Directors and employees to report genuine concern. More details pertaining to the same are given in the Corporate Governance Report.

viii) Nomination, Remuneration & Evaluation Policy:

In pursuant to provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations a Disclosure Requirements) Regulations, 2015, the Board of Directors have approved

Nomination, Remuneration a Evaluation Policy for appointment, remuneration a evaluation of the Directors, Key Management Personnel a Senior Management Personnel. The details of the Nomination and Remuneration committee, Nomination, Remuneration a Evaluation Policy and Annual Evaluation carried out by the Board of Directors are given in the Corporate Governance Report.

ix) Particulars of Employees & Analysis of Remuneration:

Particulars of employees and analysis of remuneration as required under section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure -IV

x) Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9 is enclosed as Annexure V

xi) Miscellaneous Disclosures:

Details about risk management have been given in the Management Discussions a Analysis.

There is no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year and the date of the report.

The Company does not have any subsidiary, joint venture a associate company.

There is no significant and material order has been passed during the year by the regulators or courts or tribunals which can impact the going concern status and the Company’s operations in future. The Company is having adequate Internal Financial Control with reference to the Financial Statements.

During the year, the Company has not received any complaint under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS

Directors wish to express their grateful appreciation for assistance and co-operation received from various Departments of Central a State Governments and Banks during the year under review. Your Directors also wish to place on record their appreciation for the committed services of all the associates and vendors of the Company.

For and on Behalf of the Board of Directors

R. L. NOLKHA

Place : Bhilwara Chairman

Date : 6th May, 2017 (DIN - 00060746)

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present 23rd Annual Report on the business and operations of your Company and the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

The Financial results of the Company's operations for the year under review and those of the previous year are as follows: -

(Rs. in Lacs)

Particulars Current Year Previous Year

Revenue From Operations 61647.23 48834.02

Gross Profit Before Finance Cost, Depreciation & Exceptional item. 10430.65 9428.40

Finance Cost 2261.98 1746.35

Profit before Depreciation &

Exceptional items 8168.67 7682.05

Depreciation 2794.00 2486.58

Exceptional items - -

Profit before Taxation 5374.67 5195.47

Provision for

Taxation - Current - 262.36

(Net of MAT Credit)

- Deferred Tax 1278.73 1455.04

Net Profit after Tax 4095.94 3478.07

Balance brought

forward 4905.47 2185.75

Total balance available

for appropriation 9001.41 5663.82

Appropriations

- Proposed Dividend 458.34 343.75

- Tax on Dividend 93.31 58.42

- Transfer to General

Reserve 750.00 356.18

Balance Carried to

Balance Sheet 7699.76 4905.47

OPERATIONAL REVIEW

The company has recorded turnover of Rs. 616.47 Crores during the year against Rs. 488.34 Crores in previous year, an increase of 26.24%. The turnover of Knitted Fabric significantly increased by 70.45% from Rs. 70.15 Crores in the previous year to Rs. 119.57 Crores during the current year. Knitted Fabric turnover constitute 19.40% of the total turnover. The export turnover also reported double digit growth of 18.11% as it has grown from Rs. 332.05 Crores in the previous year to Rs. 392.18 Crores in the current year. The export turnover constitutes 63.62% of the total turnover.

The operating profit (EBIDTA) has increased from Rs. 94.28 Crores in previous year to Rs. 104.30 Crores in current year, registering an increase of 10.63% over previous year. Finally your Company has reported Net Profit (PAT) of Rs. 40.95 Crores against Rs 34.78 Crores in the previous year and out of the Net Profit of current year a sum of Rs 7.50 Crores has been transferred to General Reserves.

The year under review was a challenging year for Textiles Industry specially Cotton Textiles. Raw material Cotton prices fell sharply due to higher production and change in procurement policies of Chinese Government. Cotton Yarn prices were also reduced sharply as a result of slump in cotton prices, subdued demand from International markets, affecting turnover and profitability margins. Your Directors feel pleasure in informing that despite of the challenges, your Company has achieved highest ever turnover as well as profitability during the year under discussions as a result of increase in volumes due to expansion project, focus on niche and value added products and exploring new markets.

DIVIDEND

In view of the better overall performance, your Directors are pleased to recommend Dividend of 10.00% i.e. Re. 1.00 per Equity Shares on the fully paid-up Equity Shares of Rs. 10/- each for the financial year 2014-15, subject to approval of shareholders at the ensuing Annual General Meeting. The total outgo on this account including Dividend Tax shall be Rs. 551.65 Lacs.

EXPANSION PROJECT

The Company has successfully implemented expansion project for installation of 72480 Spindles and 19 Knitting Machines at cost of Rs. 281 Crores against envisaged project cost of Rs. 286 Crores and commercial production on expanded capacity commenced w.e.f. 09.02.2015 against projected date of31.03.2015. After implementation of this expansion project installed capacity of Company has increased to 150096 Spindles, 2936 Rotors and 49 Knitting Machines. The investments in the project are eligible for Interest subsidy and other benefits under TUF Scheme of Government of India and Rajasthan Investment Promotion Scheme, 2014. The production on expanded capacity is on full swing and your Company will get benefits of expansion for full year in the year 2015-16.

CORPORATE SOCIAL RESPONSIBILTY (CSR)

Your Company is committed to make a positive contribution to communities where it operates. Pursuant to Section 135 of the Companies Act, 2013, the Company has constituted CSR committee on 06.05.2014 and it comprises of Sh. R.L. Nolkha, Chairman & Managing Director, Sh. Dinesh Nolkha, Managing Director, Sh. Y.R. Shah, Independent Director and Smt. Aditi Mehta, Independent Director. In order to make positive contribution for woman empowerment your Company has identified Woman/ Girls Hostel Project at an estimated project cost of Rs. 300 Lacs at Bhilwara. This is long term project and to augment resources for the same, the Company could spend Rs. 23.64 Lacs on CSR Activities during the year against mandated expenditure of Rs. 49.33 Lacs. The shortfall in the expenditure during the current year shall be considered in the next year. The details of CSR activities in the prescribed format are enclosed as Annexure - I to this report.

DIRECTORS

Smt. Aditi Mehta and Dr. R. Chattopadhyay have been appointed Independent Directors for five years at the Annual General Meeting held on 11th September, 2014. The IDBI Bank Ltd. has withdrawn nomination of Sh. S.K. Chaturvedi from the Directorship of the Company and he ceased to be Director of the Company w.e.f. 10.11.2014.The board places on record its sincere appreciation for the valuable contribution made by Shri S.K.Chaturvedi during his tenure of directorship of the company. All the Independent Directors of the Company have given declaration that they are complying with the requirement of section 149(6) of the Companies Act, 2013.

Shri Nitin Nolakha, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Details of the Director seeking re-appointment are provided in the Corporate Governance Report forming part of this report.

AUDITORS

M/s R. S. Dani & Co., Chartered Accountants and Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re- appointment. Your Directors recommend for their re- appointment.

In pursuance of Section 148 of the Companies Act, 2013, your Directors have re-appointed M/s V. K. Goyal & Company, Cost Accountants, being eligible, to conduct Cost Audit of the Company for the Financial Year 2015-16.

The Board of Directors has re-appointed M/s V.M & Associates, Company Secretaries in Whole-Time Practice, being eligible, to conduct Secretarial Audit for the Financial Year 2015-16 under the provisions of section 204 of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT

The Board of Directors has appointed M/s V.M & Associates, Company Secretaries in Whole-Time Practice to conduct Secretarial Audit under the provisions of section 204 of the Companies Act, 2013. The Report of Secretarial Auditors is enclosed herewith. The report does not contain any qualification.

CORPORATE GOVERNANCE

The Company is committed to maintain the high standards of Corporate Governance. Your Directors adhere to the requirements set out in Companies Act, 2013 and the listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements. Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance and Management Discussions & Analysis have been incorporated in the Annual Report and forms an integral part of the Directors' Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section 3 (c) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards have been followed and wherever required, proper explanation relating to material departures have been given;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities,

(iv) they have prepared the Annual Accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

HUMAN RESOURCE DEVELOPMENT

Industrial relations continued to be cordial during the period under review. Your Company firmly believes that a dedicated work force constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development received focused attention. Your Directors wish to place on record their appreciation for the dedicated services rendered by the work force during the year under review.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Rule 8 (3) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure - II and forms integral part of this Report.

OTHER DISCLOSURES UNDER COMPANIES ACT, 2013

i) Number of Board Meetings :

The Board of Directors met four times in the year 2014-15. The details of the Board Meeting and the attendance of the Directors are provided in the Corporate Governance Report.

ii) Composition of Audit Committee :

The Board constituted the Audit Committee which comprises of Sh. Y. R. Shah, Chairman, Dr. R. Chattopadhyay and Smt. Aditi Mehta as members. All the recommendations of Audit Committee have been accepted by the Board. More details on the committee are given in the Corporate Governance Report.

iii) Related Party Transactions :

All the related party transactions are entered on arm's length basis and are in compliance with the applicable provisions of the Act and Listing Agreement. There is no materially significant related party transaction with Promoters, Directors or Key Management Personnel which may have potential conflict with the interest of the Company at large. During the year, the Company has not entered into any related party transactions under the section 188 of the Companies Act, 2013 and the particulars of contracts or arrangements with related parties are Nil and Form AOC-2 is enclosed as Annexure - III

iv) Loans Guarantees or Investments:

The Company has not given any Loan, Guarantee and also not made any Investments under the section 186 of the Companies Act, 2013.

v) Fixed Deposits :

The Company has not accepted or renewed any fixed deposits during the year under review and no fixed deposit is outstanding for payment at the year ended 31st March, 2015.

vi) Comments on Auditors' Reports :

There is no adverse remark or comments in the Statutory Auditors' & Secretarial Auditors'

Reports and therefore no comment are required in the Directors' Report.

vii) Vigil Mechanism/ Whistle Blower Policy :

In pursuance of section 177 (9) of the Companies Act, 2013 and the listing agreement, the Company has in place a Vigil Mechanism/ Whistle Blower Policy for Directors and employees to report genuine concern. More details pertaining to the same are given in the Corporate Governance Report.

viii) Nomination, Remuneration & Evaluation Policy :

In pursuant to provisions of section 178 of the Companies Act, 2013 and Listing Agreement, the Board of Directors approved Nomination, Remuneration & Evaluation Policy for appointment, remuneration & evaluation of the Directors, Key Management Personnel & Senior Management Personnel. The details of the Nomination and Remuneration committee, Nomination, Remuneration & Evaluation Policy and Annual Evaluation carried out by the Board of Directors are given in the Corporate Governance Report.

ix) Particulars of Employees & Analysis of Remuneration:

Particulars of employees and analysis of remuneration as required under section 197 (12) of the Companies Act, 2013 read with Rule

5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure - IV

x) Extract of Annual Return :

The details forming part of the extract of the Annual Return is enclosed as Annexure V

xi) Miscellaneous Disclosures :-

The Company does not have any subsidiary, joint venture & associate company. The Company has not employed any female and therefore the Disclosure under the Sexual Harassment of Woman at workplace (Prevention, Prohibition and Redressal) Act, 2013 are nil.

ACKNOWLEDGEMENTS

Directors wish to express their grateful appreciation for assistance and co-operation received from various Departments of Central & State Governments and Banks during the year under review. Your Directors also wish to place on record their appreciation for the committed services of all the associates, vendors of the Company.

For and on Behalf of the Board of Directors

Place : Bhilwara R. L. NOLKHA

Date : 04.05.2015 Chairman & Managing Director

(DIN - 00060746)

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Mar 31, 2014

THE MEMBERS

The Directors are pleased to present 22nd Annual Report on the business and operations of your Company and the Audited Accounts for the year ended 31st March, 2014

FINANCIAL RESULTS

The Financial results of the Company''s operations for the year under review and those of the previous year are as follows: -

(Rs. in Lacs)

Particulars Current Year Previous Year

Revenue From Operations 48834.02 44605.36

Gross Profit Before Finance Cost, Depreciation & Exceptional item. 9428.40 8751.86

Finance Cost 1746.35 2730.58

Profit before Depreciation & Exceptional items 7682.05 6021.28

Depreciation 2486.58 2449.87

Exceptional items – 1473.83

Profit before Taxation 5195.47 2097.58

Provision for Taxation - Current 262.36 –

(Net of MAT Credit)

- Deferred Tax 1455.04 683.85

Net Profit after Tax 3478.07 1413.73

Balance brought forward 2185.75 772.02

Total balance available for appropriation 5663.82 2185.75

Appropriations :-

– Proposed Dividend 343.75 –

– Tax on Dividend 58.42 –

– Transfer to General Reserve 356.18 –

Balance Carried to Balance Sheet 4905.47 2185.75

OPERATIONAL REVIEW

This was a remarkable year for your Company as it has achieved highest ever turnover as well as profitability. During the year turnover has increased to Rs. 488.34 Crores from Rs. 446.05 Crores representing an increase of 9.48% over previous year. There is significant increase in the turnover of Knitted Fabric from Rs. 45.20 Crores in the previous year to Rs. 70.15 Crores during the

current year registering an increase of 55.20% over the previous year. The export turnover marginally decreased from Rs. 340.90 Crores in the previous year to Rs. 332.05 Crores in the current year. The export turnover constitutes 68% of the total turnover.

Stable cotton price, consistent demand of Cotton Yarn from Domestic as well as International markets and favorable foreign exchange rates resulted in increased operating profit (EBIDTA) from Rs 87.52 Crores in previous year to Rs. 94.28 Crores in current year registering an increase of 7.72% over previous year. Your Company has achieved Net Profit (PAT) of Rs. 34.78 Crores registering an increase of around 250% from Rs. 14.14 Crores in the previous year and Earning Per Share of Rs. 7.59 for current year against Rs. 3.08 in the previous year. The Board of Directors expect to repeat the same performance in the current Financial Year -2014-15.

DIVIDEND

In view of the better overall performance, your Directors are pleased to recommend the maiden Dividend of 7.50% i.e. Re. 0.75 per Equity Share on the fully paid-up Equity Shares of Rs. 10/- each for the financial year 2013-14, subject to approval of shareholders at the ensuing Annual General Meeting. The total outgo on this account including Dividend Tax shall be Rs. 402.17 Lacs.

CAPITAL EXPENDITURE

In view of the promising scenario for the textile industry, growing demand of the Company''s products in domestic as well as overseas market and to attain the economies of scale, your Company has undertaken major capacity expansion project involving capital expenditure of Rs. 286 Crores for installation of one unit of 18720 Spindles with matching capacity of Knitted Fabric and another unit as standalone Spinning Unit for installation of 53760 Spindles for production of cotton yarn at the existing location. The project is being financed through term loan of Rs. 200 Crores from banks and balance of Rs. 86 Crores from internal accruals. The Company has already achieved financial closure for term loan of Rs. 200 Crores. The project is under implementation as per schedule and commercial production is planned to commence by end of the current financial year 2014-15. After completion of expansion programme the total installed capacity of spindles will increase from 77616 to 150096 and knitting capacity from 31 machines to 49 machines. However, the installed capacity of Rotor Spinning shall remain same at 2936 Rotors. CORPORATE SOCIAL RESPONSIBILTY

Your Company is committed to making a positive contribution to communities where it operates. It invests in health and education programme to bring changes in the lives of weaker section of society. The initiative aim to help in creating healthy, inclusive and progressive nation. During the year, your Company has contributed for creation of infrastructure in school and health centre in the nearby rural areas. Further, it has also contributed to charitable institutions mainly involved in education and medical field for noble cause. The Company has also contributed for Cotton Research and Development Programme initiated by Confederation of India Textiles Industries.

DIRECTORS

Shri R. L. Nolkha, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Details of the Director seeking re-appointment are provided in the Corporate Governance Report forming part of this report.

AUDITORS

M/s R. S. Dani & Co., Chartered Accountants and Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for appointment. Your Directors recommend for their re-appointment.

In pursuance to Section 148 of the Companies Act, 2013, your Directors have re-appointed M/s V. K. Goyal & Company, Cost Accountants, being eligible, to conduct Cost Audit of the Company for the Financial Year 2014- 15.

FIXED DEPOSITS

Your Company has not accepted or renewed any fixed deposits during the year under review and no fixed deposit is outstanding for payment at the year ended 31st March, 2014.

CORPORATE GOVERNANCE

The Company is committed to maintain the high standards of Corporate Governance. Your Directors adhere to the requirements set out in the listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements. Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance and Management Discussions & Analysis have been incorporated in the Annual Report and forms an integral part of the Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards have been followed and wherever required, proper explanation relating to material departures have been given;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year ended on that date;

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

(iv) they have prepared the Annual Accounts on a going concern basis.

HUMAN RESOURCE DEVELOPMENT

Industrial relations continued to be cordial during the period under review. Your Company firmly believes that a dedicated work force constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development received focused attention. Your Directors wish to place on record their appreciation for the dedicated services rendered by the work force during the year under review.

STATEMENT OF PARTICULARS OF EMPLOYEES

A statement of particulars of Employees pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 (as amended) is enclosed and forms part of this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms integral part of this Report.

ACKNOWLEDGEMENTS

Directors wish to express their grateful appreciation for assistance and co-operation received from various Departments of Central & State Governments and Banks during the year under review. Your Directors also wish to place on record their appreciation for the committed services of all the employees of the Company.

For and on Behalf of the Board of Directors

Place : Bhilwara R. L. NOLKHA

Date : 06.05.2014 Chairman & Managing Director

---

Mar 31, 2013

The Directors are pleased to present 21st Annual Report on the business and operations of your Company and the Audited Accounts for the year ended 31st March, 2013

FINANCIAL RESULTS

The Financial results of the Company''s operations for the year under review and those of the previous year are as follows: -

(Rs. in Lacs) Particulars Current Year Previous Year

Revenue From

Operations 44605.36 42830.03

Gross Profit Before Finance Cost,

Depreciation & Exceptional item. 8751.86 4517.16

Finance Cost 2730.58 2089.56 Profit before

Depreciation & Exceptional items 6021.28 2427.60

Depreciation 2449.87 2397.55

Exceptional items 1473.83

Profit before Taxation 2097.58 30.05

Provision for

Taxation - Current (Net of MAT Credit)

- Deferred Tax 683.85 (0.26)

Net Profit after Tax 1413.73 30.31

Adjustments of earlier years

Net Profit 1413.73 30.31

Balance brought forward from previous year 772.02 741.71

Total - Carried to

Balance Sheet 2185.75 772.02

OPERATIONAL REVIEW

This is a landmark year for your Company as it has achieved highest ever turnover as well as profitability. During the year turnover has increased to Rs. 446.05 Crores from Rs. 428.30 Crores representing an increase of 4.14% over previous year. Despite slow down in global markets and negative growth in exports from India during the year under review, your Company registered double digit growth in Export turnover as it has grown by 12.88% from Rs. 301.99 Crores in the previous year to Rs. 340.90 Crores during the current year and it constitutes 76.42% of the total turnover. Stable cotton price, consistent demand of Cotton Yarn from Domestic as well as International markets and favourable foreign exchange rates resulted in remarkable increase in operating profit (EBIDTA) from Rs 45.17 Crores in previous year to Rs. 87.52 Crores in current year registering significant growth of 94% over previous year. The Finance Cost has increased due to aligning of interest rate from CDR rate to Market rates and provisioning of recompense amount for the current financial year for exit from CDR Scheme. Exceptional items represent provision for recompense amount upto 31.03.2012 for exit from CDR Scheme pending approval of CDR Core Group. Finally, Net Profit (PAT) of your Company has increased substantially to Rs 14.14 Crores during the current year against Rs 0.30 Crores in the previous year. CAPITAL EXPENDITURE

Your Company has successfully completed Capex of Rs. 12.00 Crores during the year under review and diversified into higher value addition products i.e. Slub and Compact yarns and also increased capacity of Multifold Yarn. The Company is getting good response for new products. Your Company has also taken electricity connection on dedicated 132 KV line from State Electricity Company and purchasing power through Energy Exchange which has resulted in substantial saving in power cost.

To further diversify its product range in higher value addition items, your Company is planning to install facilities for manufacturing of Core Spun Yarn and also expanding production capacity of Slub Yarn.

EXIT FROM CORPORATE DEBT RESTRUTURING SCHEME (CDR)

Bankers of the Company had approved CDR scheme to the Company in June, 2009 with cut off date as 1st March, 2009. The same was operative up to 31st December, 2018. However looking to improved profitability and restrictions on future capacity expansion plans, the company has given proposal for Voluntary Exit from the CDR system w.e.f. 31st July 2012. All the participating Bankers and CDR EG have accepted proposal of the Company and recommended the same to CDR Core Group. The approval of CDR Core Group is awaited.

CORPORATE SOCIAL RESPONSIBILTY Your Company is committed to making a positive contribution to communities where it operates. It invests in health and education programme to bring changes in the lives of weaker section of society. The initiative aim to help in creating healthy, inclusive and progressive nation. During the year, your Company has contributed for creation of infrastructure in school and health centre in the nearby villages. Further, it has also contributed to charitable institutions mainly involved in education and medical field for noble cause.

DIRECTORS

Shri Nitin Nolkha and Shri Y. R. Shah, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. Details of the Directors seeking re- appointment are provided in the Corporate Governance Report forming part of this report.

AUDITORS

M/s R. S. Dani & Co., Chartered Accountants and Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. Your Directors recommend for their re-appointment.

In pursuance to Section 233-B of the Companies Act, 1956, your Directors have re-appointed M/s V. K. Goyal & Company, Cost Accountants, being eligible, to conduct Cost Audit of the Company for the Financial Year 2013-14.

DIVIDEND

The Board of Directors does not recommend any dividend on equity shares to augment resources.

FIXED DEPOSITS

Your Company has not accepted or renewed any fixed deposits during the year under review and no fixed deposit is outstanding for payment at the year ended 31st March, 2013.

CORPORATE GOVERNANCE

The Company is committed to maintain the high standards of Corporate Governance. Your Directors adhere to the requirements set out in the listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements. Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance and Management Discussions & Analysis have been incorporated in the Annual Report and forms an integral part of the Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards have been followed and wherever required, proper explanation relating to material departures have been given;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year ended on that date;

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

(iv) they have prepared the Annual Accounts on a going concern basis.

HUMAN RESOURCE DEVELOPMENT

Industrial relations continued to be cordial during the period under review. Your Company firmly believes that a dedicated work force constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development received focused attention. Your Directors wish to place on record their appreciation for the dedicated services rendered by the work force during the year under review.

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 the Companies (Particulars of Employees) Rules, 1975

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms integral part of this Report.

ACKNOWLEDGEMENTS

Directors wish to express their grateful appreciation for assistance and co-operation received from various Departments of Central & State Governments and Banks during the year under review. Your Directors also wish to place on record their appreciation for the committed services of all the employees of the Company.

For and on Behalf of the Board of Directors

Place : Bhilwara R. L. NOLKHA

Date : 02.05.2013 Chairman & Managing Director

---

Mar 31, 2012

The Directors are pleased to present 20th Annual Report on the business and operations of your Company and the Audited Accounts for the year ended 31st March, 2012

FINANCIAL RESULTS

The Financial results of the Company's operations for the year under review and those of the previous year are as follows: -

(Rs. in Lacs)

Particulars Current Year Previous Year

Revenue From

Operations 42830.03 41090.84

Gross Profit Before

Finance Cost,

Depreciation &

Exceptional item. 4517.16 7604.57

Finance Cost 2089.56 2103.68

Profit before Depreciation &

Exceptional items 2427.60 5500.89

Depreciation 2397.55 2402.40

Exceptional items (Depreciation for

earlier years) - 2131.46

Profit before Taxation 30.05 967.03

Provision for - -

Taxation - Current (Net of MAT Credit)

- Deferred Tax (0.26) 293.25

Net Profit after Tax 30.31 673.78

Adjustments of - -

earlier years

Net Profit 30.31 673.78

Balance brought forward from

previous year 741.71 67.93

Total - Carried to

Balance Sheet 772.02 741.71

OPERATIONAL REVIEW

Your Company has achieved all time high turnover of Rs. 428.30 Crores during the year as compared to Rs. 410.90 Crores in the previous year, an increase of 4.23%. Export turnover has increased by 4.34% from Rs. 289.42 Crores in the previous year to Rs. 301.99 Crores during the year under review and it constitutes 70.51% of the total turnover during the current year.

During the current year the Cotton spinning industry faced unprecedented challenges in terms of steep decline in raw cotton prices and yarn prices. In the year 2010- 11, prices of cotton more than doubled to Rs. 173 per kg in April, 2011, from Rs. 80 per kg in March, 2010 on the back of a combination of robust demand and constrained supply because of lower cotton crop in main cotton producing countries like China, Pakistan and the United States and Government Policy of allowing Exports of cotton without assessing actual production requirement of domestic industry.

International prices of cotton started declining from April, 2011. Further, due to subdued demand of yarn in domestic market following closure of dyeing units in Tirupur, a leading hub for hosiery exports and economic uncertainties in European markets, yarn inventories piled up with spinning units. The stock of cotton yarn with the spinners also affected cotton purchases by mills and had a further cascading effect on cotton prices. The cotton prices in India started tumbling and went down by almost 50% by end of July, 2011 from the peak of April, 2011. Spinners loaded with high-cost cotton procured till April, 2011 along with large stock of cotton yarn manufactured from high cost cotton suffered heavy losses during first half of 2011-12.

Your company also suffered heavy losses during first half of the current year on account of higher carrying cost of cotton and also due to steep fall in yarn prices. In the new cotton season cotton prices have stabilized and yarn prices have also improved, leading to better realizations and consequently improvement in profitability in second half. In this background your company has reported operating profit (EBIDTA) of Rs 4517.16 lacs during the year against Rs 7604.57 Lacs in previous year and earned net profit (PAT) of Rs 30.31 lacs during the current year against Rs 673.78 lacs in the previous year. However, your Company is optimistic of better performance during the current year 2012 - 13.

FUTURE PLANS

In order to respond to growing demand and to diversify the product range, your Company is entering into higher value addition products of Slub and Compact yarns by installing Slub and Compact attachments and also increasing capacity of Multifold Yarn by installing additional TFOs at total project cost of Rs. 5.50 Crores. Further, due to increase in input cost of Thermal and F.O. Power Plants, the electricity cost has increased substantially and therefore your Company is taking electricity connection from State Electricity Board on dedicated 132 KV line at a project cost of Rs. 6.50 Crores. The aggregate project cost of Rs. 12.00 crores is being partly financed through term loan of Rs. 9.00 crores from bankers and balance from internal accrual.

DIRECTORS

Shri Bhagwan Ram and Shri Dinesh Nolkha, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Details of the Directors seeking re- appointment are provided in the Corporate Governance Report forming part of this report.

AUDITORS

M/s R. S. Dani & Co., Chartered Accountants and Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. Your Directors recommend for their re-appointment.

In pursuance to Section 233-B of the Companies Act, 1956, your Directors have appointed M/s V. K. Goyal & Company, Cost Accountants, being eligible, to conduct Cost Audit of the Company for the Financial Year 2012-13.

DIVIDEND

The Board of Directors does not recommend any dividend on equity shares to augment resources.

FIXED DEPOSITS

Your Company has not accepted or renewed any fixed deposits during the year under review and no fixed deposit is outstanding for payment at the year ended 31st March, 2012.

CORPORATE GOVERNANCE

The Company is committed to maintain the high standards of Corporate Governance. Your Directors adhere to the requirements set out in the listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements. Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance and Management Discussions & Analysis have been incorporated in the Annual Report and forms an integral part of the Directors' Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards have been followed and wherever required, proper explanation relating to material departures have been given;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year ended on that date;

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

(iv) they have prepared the Annual Accounts on a going concern basis.

HUMAN RESOURCE DEVELOPMENT

Industrial relations continued to be cordial during the period under review. Your Company firmly believes that a dedicated work force constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development received focused attention. Your Directors wish to place on record their appreciation for the dedicated services rendered by the work force during the year under review.

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 the Companies (Particulars of Employees) Rules, 1975

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms integral part of this Report.

ACKNOWLEDGEMENTS

Directors wish to express their grateful appreciation for assistance and co-operation received from various Departments of Central & State Governments and Banks during the year under review. Your Directors also wish to place on record their appreciation for the committed services of all the employees of the Company.

For and on Behalf of the Board of Directors

Place : Bhilwara R. L. NOLKHA

Date : 08.05.2012 Chairman & Managing Director

---

Mar 31, 2011

TO THE MEMBERS

The Directors have pleasure in presenting the 19th Annual Report and Accounts for the year ended 31st March, 2011

FINANCIAL RESULTS

The Financial results of the Company's operations for the year under review and those of the previous year are as follows: -

(Rs. in Lacs)

Particulars Current Year Previous Year

Income From 41090.84 30195.49 Operations

Gross Profit Before Interest, Exceptional item & Depreciation 7583.85 3465.77

Interest & Finance Charges 2082.96 1500.93

Profit before Exceptional items & Depreciation 5500.89 1964.84

Depreciation 2402.40 1865.11

Exceptional items (Depreciation for earlier years) 2131.46 -

Profit before Taxation 967.03 99.73

Provision for Taxation-Current

(Net of MAT Credit) - -

- Deferred Tax 293.25 32.28

Net Profit after Tax 673.78 67.45

Adjustments of earlier years - (0.48)

Net Profit 673.78 67.93 Balance brought forward from previous year 67.93 -

Total - Carried to

Balance Sheet 741.71 67.93

OPERATIONAL REVIEW

The momentum of growth in global market started in later half of previous year, continued during the current year and this was one of the best years for the Company as it has achieved highest ever top line and operating profits. The Company has achieved a record turnover of Rs. 410.91 Crores during the year registering an increase of 36.08% as compared to Rs. 301.95 Crores in the previous year. Export turnover accounted for 70.43% of the total turnover of the current year and registered significant growth of 50.14% from Rs. 192.77 Crores in the previous year to Rs. 289.42 Crores during the year under review. There was nearly five fold increase in export of Knitted Fabric from Rs. 8.87 Crores in previous year to Rs. 42.58 Crores in current year; it resulted in higher value additions.

The operating profit for the current year registered robust growth of 118.82% to Rs. 7583.85 lacs from Rs. 3465.77 lacs in the previous year. In terms of percentage to turnover the operating profit has grown to 18.46% during the year under review from 11.46% in the previous year. However, finance cost has increased substantially due to increase in interest rates and your Company has earned net profit of Rs. 673.78 Lacs during the current year against Rs. 67.93 lacs in the previous year. The Company has reported Earning Per Share of Rs. 1.47 and Cash Earning Per Share of Rs. 12.00 during the current year.

The following ratios reflect your Company's operational performance during the year under review :-

Particulars Current Previous Year Year

Sales Growth (%) 36.08 15.13

Export Sales Growth (%) 50.14 43.43

PBDIT (% to sales) 18.46 11.46 Earning Per Share (Rs.) 1.47 0.15 Cash Earning Per Share (Rs.) 12.00 4.29

DIRECTORS

Shri R. L. Nolkha and Shri Y. R. Shah, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Details of the Directors seeking re-appointment are provided in the Corporate Governance Report forming part of this report.

AUDITORS

M/s R. S. Dani & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting of the Company. The retiring auditors have furnished certificate u/s 224(IB) of the Companies Act, 1956 for their eligibility for re-appointment. Your Directors recommend for their re-appointment.

DIVIDEND

The Board of Directors does not recommend any dividend on equity shares to augment resources.

FIXED DEPOSITS

Your Company has not accepted or renewed any fixed deposits during the year under review and no fixed deposit is outstanding for payment at the year ended 31st March, 2011.

CORPORATE GOVERNANCE

The Company is committed to maintain high standards of Corporate Governance. Your Directors adhere to the requirements set out in the listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements. Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance and Management Discussions & Analysis have been incorporated in the Annual Report and forms an integral part of the Directors' Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards have been followed and wherever required, proper explanation relating to material departures have been given;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year ended on that date;

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

(iv) they have prepared the Annual Accounts on a going concern basis.

HUMAN RESOURCE DEVELOPMENT

Industrial relations continued to be cordial during the period under review. Your Company firmly believes that a dedicated work force constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development received focused attention. Your Directors wish to place on record their appreciation for the dedicated services rendered by the work force during the year under review.

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 the Companies (Particulars of Employees) Rules, 1975

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms integral part of this Report.

ACKNOWLEDGEMENTS

Directors wish to express their grateful appreciation for assistance and co-operation received from various Departments of Central & State Governments and Banks during the year under review. Your Directors also wish to place on record their appreciation for the committed services of all the employees of the Company.

For and on Behalf of the Board of Directors

R. L. NOLKHA Chairman & Managing Director

Place : Bhilwara Date : 03.05.2011

---

Mar 31, 2010

The Directors have pleasure in presenting the 18th Annual Report and Accounts for the year ended 31st March, 2010

FINANCIAL RESULTS

The Financial results of the Companys operations for the year under review and those of the previous year are as follows: -

(Rs. in Lacs)

Particulars Current Tear Previous Year

Net Sales 30195.49 26226.82

Gross Profit Before Interest, Exceptional

item & Depreciation 3465.77 2693.32

Interest & Finance

Charges 1500.93 2380.92

Profit before Exceptional items &

Depreciation 1964.84 312.40

Exceptional items - 2926.47

Depreciation 1865.11 1691.39

Profit/(Loss) before

Taxation 99.73 (4305.46)

Provision for

Taxation - Current - 2.62

-Deferred Tax 32.28 (1560.91)

Net Profit/(Loss) after

Tax for the year 67.45 (2747.17)

Adjustments of

earlier years (0.48) (1335.84)

Net Profit/(Loss) 67.93 (1411.33)

Balance brought forward from

previous year - 1206.65

Amount available

for appropriations 67.93 (204.68)

Appropriations: Proposed Dividend on

Preference Shares - 1.28

Dividend Tax - 0.22

Capital Redemption

Reserve - 50.00

Transfer From

General Reserve - (256.18)

Balance Carried to Balance Sheet 67.93 -



OPERATIONAL REVIEW



The impact of slowdown in economy due to global recession started receding during the current year and with the improvement of sentiments in global market there was pick up in demand in export as well as domestic market. Your Company registered growth of 15.13% in total turnover from Rs. 262.27 Crores in last year to Rs. 301.95 Crores in the Current year with remarkable growth of 43.43% in Export turnover from Rs. 134.40 Crores in the previous year to Rs. 192.77 Crores during the current year. The operating profit for the current year has grown by 28.68% to Rs. 3465.77 lacs from Rs. 2693.32 lacs in the previous year. The cost of finance came down substantially due to implementation of CDR Scheme and your Company has reported net profit of Rs. 67.93 Lacs during the current year against loss of Rs. 1411.33 lacs during the previous year.

The following ratios reflect your Companys operational performance during the year under review :-

Particulars Current Previous

Year Year

Sales Growth (%) 15.13 30.18

Export Sales Growth (%) 43.43 (4.14)

PBDIT (% to sales) 11.48 10.27

Earning Per Share (Rs.) 0.15 (6.73)

Cash Earning Per Share (Rs.) 4.29 (6.40)



PREFERENTIAL ISSUE



The Company has raised funds of Rs. 5.00 Crores from allotment of 50,00,000 Equity Shares of Rs. 10/- each, at par, to the Promoters/Promoters Group on preferential basis after obtaining exemption from open offer under Regulation 11(1) of the SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 1997 from the SEBI takeover panel. The Bombay Stock Exchanges Ltd. and National Stock Exchange of India Ltd., where the equity shares of the Company are listed have granted permission for listing and trading of new Equity Shares. The funds of Rs. 5.00 Crores raised through preferential issue have been used for operations of the Company in terms of CDR Scheme approved by the lenders of the Company.

DIRECTORS

Shri S. K. Sharma, Director of the Company resigned from the Board of your Company with effect from 05.10.2009. The Board places on record its sincere appreciation for the valuable contribution made by him druing his tenure of directorship. The Board of

Directors decided that the casual vacancy caused by resignation of Shri S. K. Sharma shall not be filled.

Shri Dinesh Nolkha and Shri Nitin Nolkha, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Details of the Directors seeking re-appointment are provided in the Corporate Governance Report forming part of this report.

AUDITORS

M/s R. S. Dani & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting of the Company. The retiring auditors have furnished certificate u/s 224(IB) of the Companies Act, 1956 for their eligibility for re-appointment. Your Directors recommend for their re-appointment.

DIVIDEND

The Board of Directors does not recommend any dividend on equity shares.

FIXED DEPOSITS

Your Company has not accepted or renewed any fixed deposits during the year under review and no fixed deposit is outstanding for payment at the year ended 31st March, 2010.

CORPORATE GOVERNANCE

The Company is committed to maintain the high standards of Corporate Governance. Your Directors adhere to the requirements set out in the listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements. Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance and Management Discussions & Analysis have been incorporated in the Annual Report and forms an integral part of the Directors Report.

DIRECTORS RESPONSD3ILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards have been followed and wherever required, proper explanation relating to material departures have been given;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year ended on that date;

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

(iv) they have prepared the Annual Accounts on a going concern basis.

HUMAN RESOURCES DEVELOPMENT

Industrial- relations continued to be cordial during the period under review. Your Company firmly believes that a dedicated work force constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development received focused attention. Your Directors wish to place on record their appreciation for the dedicated services rendered by the work force during the year under review.

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 the Companies (Particulars of Employees) Rules, 1975

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms integral part of this Report.

ACKNOWLEDGEMENTS

Directors wish to express their grateful appreciation for assistance and co-operation received from various Departments of Central & State Governments, CDR Cell and Banks during the year under review. Your Directors also wish to place on record their appreciation for the committed services of all the employees of the Company.

For and on Behalf of the Board of Directors

Place : Bhilwara R. L. NOLKHA

Date : 08.05.2010 Chairman & Managing Director