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A Oneindia Venture

Nifty 25,966.40 +0.58%

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Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Orbit Exports Ltd.

Mar 31, 2025

The Directors of the Company are pleased to present their 42^nd Annual Report together with the Audited financial
statements of the Company for the financial year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

The Company''s financial performance, for the financial year ended March 31, 2025 is summarized below:

Particulars	Standalone		Consolidated
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from Operations	20,989.65	19,064.34	21,777.54	20,006.15
Earning before Finance Costs, Tax, Depreciation/ Amortization (EBITDA)	6,718.06	5,734.61	6,840.44	6,148.35
Less: Finance Cost	185.14	287.07	185.14	287.07
Earning before Tax, Depreciation/ Amortization (EBTDA)	6,532.92	5,447.54	6,655.29	5,861.28
Less: Depreciation/Amortization	1,428.55	1,467.77	1,428.54	1,467.77
Profit before Exceptional Items and Tax	5,104.37	3,979.77	5,226.75	4,393.51
Less: Exceptional Items	-	-	-	-
Profit before Tax	5,104.37	3,979.77	5,226.75	4,393.51
Less: Tax Expenses	1,324.36	978.64	1325.51	986.59
Profit after Tax	3,780.01	3,001.13	3,901.24	3,406.92
Add: Other Comprehensive Income	-1.00	-15.05	30.34	43.67
Total Comprehensive Income	3,779.01	2,986.08	3,931.58	3,450.59
EPS	14.28	11.12	14.74	12.62

2. BUSINESS PERFORMANCE & COMPANY''S AFFAIRS
Standalone Results

In the financial year 2024-25 (''FY 2024-25''), the total
revenue of your Company on standalone basis stood
at '' 20,989.65 Lakhs as against '' 19,064.34 Lakhs in
the previous financial year 2023-24 (''FY 2023-24''). The
Company recorded a net profit of '' 3,780.01 Lakhs in
FY 2024-25 against net profit of '' 3,001.13 Lakhs in
FY 2023-24.

Consolidated Results

In FY 2024-25, the total revenue of your Company on
a consolidated basis stood at '' 21,777.54 Lakhs against
'' 20,006.15 Lakhs in the previous FY 2023-24, The
Company recorded a net profit of '' 3,901.24 Lakhs in
FY 2024-25 against net profit of? 3,406.92 Lakhs in
FY 2023-24.

The information on Company''s affairs and related
aspects are detailed out under a separate section of

Management Discussion and Analysis Report forming
part of the Annual Report.

3. TRANSFER TO RESERVES

The Directors do not propose to transfer any amount
to the general reserve and the entire amount of profit
after tax for FY 2024-25 forms part of the ''Retained
Earnings''.

4. DIVIDEND

Keeping in view the future expansion plans of the
Company, the Directors of the Company have decided
not to recommend any dividend on the equity shares of
the Company for FY 2024-25. Your Company continues
with its task of building businesses with long-term
goals based on its intrinsic strengths in terms of its
quality manufacturing process, distribution strengths,
customer relationships and evaluating new areas of
growth.

5. CHANGE IN THE NATURE OF BUSINESS

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

6. BUYBACK OF EQUITY SHARES

No shares were bought back by the company during
the year under review.

7. SHARE CAPITAL

Share Capital of the Company changed pursuant
to ''Orbit Exports Limited Employee Stock Option
Scheme - 2021'' (''Scheme''), the Company vide its
Nomination and Remuneration Committee Meeting
held on February 07, 2025, approved the allotment of
2,250 equity shares of '' 10/- each. As a result of the
said allotment of ESOPs, share capital as on March 31,
2025, stood at Rs. 26,46,96,520 comprising of 2,64,69,652
equity shares of Rs. 10/- each.

After the year under review, till the date of this Annual
report, Company has allotted 41,500 equity shares of
Rs. 10/- each pursuant to said Scheme vide approval
received from its Nomination and Remuneration
Committee Meeting held on April 29, 2025. Effectively,
the share capital has changed to Rs. 26,51,11,520
comprising of 2,65,11,152 equity shares as on the date
of this Annual Report. The same has been intimated to
Stock Exchanges and necessary filings are done with
the Ministry of Corporate Affairs.

Apart from the above, the Company has neither
issued any shares through differential voting rights
nor issued any sweat equity shares during the year
under review.

8. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section
129(3) of the Companies Act, 2013 (''Act'') and
Regulation 34(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (''Listing
Regulations''), the Consolidated Financial Statements
of the Company for the FY 2024-25 includes the
financials of its subsidiary company named Orbit Inc.
operating in US (''Subsidiary'') and associate company
named Rainbow Line Trading L.L.C. operating in Dubai
(''Associate''). The Consolidated Financial Statements
are prepared in accordance with the relevant
Indian Accounting Standards (Ind AS) issued by the
Institute of Chartered Accountants of India (''ICAI'').
The Consolidated Financial Statement together with
the Independent Auditors'' Report thereon forms an
integral part of this Annual Report.

9. SUBSIDIARY AND ASSOCIATE COMPANY

Pursuant to Section 129(3) of the Act read with Rule 5
of the Companies (Accounts) Rules, 2014 (as amended
from time to time), a separate statement containing
salient features of the financial statements of
Company''s Subsidiary and Associate in Form AOC-1
is attached to this report as Annexure I and forms an
integral part of this report.

The standalone and consolidated financial statements
of the Company along with the financial statements of
Subsidiary, have been uploaded on the website of the
Company at https://orbitexports.com/investor-page/
under the tab ''Company Results'' and shall also be
available for inspection through electronic mode.

10. MATERIAL CHANGES AND COMMITMENTS,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE
FY 2024-25 AND THE DATE OF THIS REPORT

No material changes and commitments affecting the
financial position of the Company occurred between
the end of the FY 2024-25 and the date of this report.

11. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) of
the Act, the Annual Return of the Company for FY
2024-25 is available on the website of the Company at
https://orbitexports.com/investor-page/ under the tab
''Annual Reports''.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment/Re-appointment of Directors & KMPs:

During FY 2024-25, following changes happened in
the composition of the Board of Directors

(i) Mr. Birendranath Bandyopadhyay (DIN: 10802067)
was appointed as Whole Time Director and
designated as "Executive Director" w.e.f. October
22, 2024 for the period of 5 (five) years.

(ii) Mr. Parth Seth resigned from the designation of
Executive Director w.e.f October 22, 2024, upon
acceptance of his resignation by the Board of
Directors.

(iii) Mr. Parth Seth was appointed Chief Executive
Officer w.e.f. October 22, 2024; related party holding
place of profit, in the category of Key Managerial
Personnel (''KMP'')

Above-mentioned item (i) and remuneration
of Mr. Parth Seth (KMP holding place of profit)
were approved by the Members of the Company

via Postal Ballot process concluded on Sunday,
December 29, 2024 and declared at the registered
office of the Company as per the Scrutineer''s
Report dated Monday, December 30, 2024.

(iv) Ms. Pranali Chawhan was appointed as Company
Secretary cum Chief Compliance Officer w.e.f
June 26, 2024

(v) Following Agendas were approved by the Members
of the Company at its 41^st Annual General Meeting
held on Thursday, September 26, 2024

a) Re-appointment of Mr. Pankaj Seth (DIN
No: 00027554) as Managing Director of the
Company for a period of 5 (five) years w.e.f
April 01, 2025.

b) Re-appointment of Mrs. Anisha Seth (DIN
No: 00027611) as Whole-time Director of the
Company for a period of 5 (five) years w.e.f
April 01, 2025.

c) Re-appointment of Mrs. Chetna Manish
Malaviya (DIN No: 0730976) as Independent
Director of the Company for a period of 5 (five)
years w.e.f June 21. 2025.

Retirement by Rotation

Pursuant to the provisions of Section 152 (6) of the
Act read with rules made thereunder (as amended
from time to time) and Articles of Association of
the Company, Mr. Varun Daga, Non-Executive NonÂ¬
Independent Director (DIN: 01932805) retires by
rotation at the ensuing AGM and being eligible, offers
himself for re-appointment. Brief profile of Mr. Varun
Daga has been provided in the Notice convening the
AGM of the Company.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Act,
following are the Key Managerial Personnel of the
Company as on the date of this report:

Mr. Pankaj Seth - Chairman and Managing Director
Mrs. Anisha Seth - Whole Time Director
Mr. Birendranath Bandyopadhyay - Executive
Director

Mr. Rahul Tiwari - Chief Financial Officer

Ms. Pranali Chawhan - Company Secretary cum Chief

Compliance Officer

Mr. Parth Seth - Chief Executive Officer (Appointed
w.e.f October 22, 2024)

Declaration from Independent Directors

Pursuant to Section 149(7) of the Act, all Independent

Directors of the Company have made relevant
declarations as laid down under Section 149(6) of the
Act and Regulation 25 of the Listing Regulations. In
the opinion of the Board, the Independent Directors
fulfil the conditions of independence specified in
the said provisions, possess requisite qualifications,
experience, expertise, integrity and proficiency, and
have complied with the Company''s Code of Business
Conduct & Ethics.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of
Directors to the best of their knowledge and ability,
confirm that:

a. in the preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanation relating to
material departures;

b. appropriate accounting policies have been
selected and applied consistently, judgments and
estimates are made reasonably and prudently
so as to give a true and fair view of the state-of-
affairs of the Company at the end of FY 2024-25
and of the profit and loss of the Company for that
period;

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

d. the annual accounts have been prepared for the
financial year ended March 31, 2025, on a ''going
concern'' basis;

e. proper internal financial controls have been laid
down to ensure compliance with all the provisions
of the applicable laws and that such internal
financial controls are adequate and operating
effectively; and

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

14. MEETINGS OF THE BOARD AND ITS COMMITTEES

During FY 2024-25, 5 (Five) meetings of the Board
of Directors of the Company were convened. All
meetings were held with a gap of less than 120 days.
The Company followed the applicable Secretarial

Standards in relation to the Board Meetings. The
particulars of meetings held and attended by each
Director are detailed in the Corporate Governance
Report that forms part of this report.

Following are the Committees of the Board of Directors
as on March 31, 2025:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Corporate Social Responsibility Committee and

(iv) Stakeholders'' Relationship Committee.

The details of the Committees of the Board along
with their composition, number of meetings and
attendance of members at each meeting are provided
in the Corporate Governance Report that forms part of
this report.

15. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Act
and Regulation 22 of Listing Regulations, the Company
has formulated a Vigil Mechanism/Whistle Blower
Policy. The details are covered under the Corporate
Governance Report which forms part of this report.

16. FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS

Pursuant to the provisions of Regulation 25(7) of Listing
Regulations and Schedule IV to the Act, the Company
has put in place a Familiarization Programme for
the Independent Directors to familiarize them with
the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the
Company operates, business model etc.

The details of such programme imparted during FY
2024-25 are available on the website of the Company
at https://orbitexports.com/policies under the tab
"Policies".

17. ANNUAL PERFORMANCE EVALUATION OF THE
BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

In accordance with the provisions of the Act and Listing
Regulations, the Board has carried out an annual
performance evaluation of its own performance,
Individual directors including Independent Directors
and Chairman, and its various Committees. A
structured questionnaire was formulated taking
into consideration the various aspects of the Board''s
functioning, composition of the Board and its
Committees, culture, execution and performance
of specific duties, obligations and governance. The
Board of Directors expressed their satisfaction with
the evaluation process.

Details of the annual performance evaluation have
been provided in the Corporate Governance Report
which forms part of this report.

18. DEPOSITS

During FY 2024-25, the Company has not invited or
accepted any deposits from the public and as such no
principal or interest amount was outstanding as on
March 31, 2025.

19. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Loan, guarantees and investments covered under
Section 186 of the Companies Act, 2013 ("The Act")
form part of the Notes to the financial statements
provided in this integrated Annual Report.

20. INSURANCE

The Company declares that all the properties
including buildings, plant & machinery and stocks are
adequately insured.

21. RELATED PARTY TRANSACTIONS

All related party transactions entered into during FY
2024-25 were on arms'' length basis and in the ordinary
course of business except the following:

1. Performance bonus amounting to Rs. 10,50,000
(Rs. Ten Lakhs Fifty Thousand Only) to Mr. Parth
Seth, related party (Key Managerial Personnel),
approved by the Audit Committee and Board at its
Meeting dated June 26, 2024.

2. Performance bonus amounting to Rs. 6,00,000
(Rs. Six Lakhs Only) to Mrs. Vishakha Seth Mehra,
Vice President - Sales & Marketing (Senior
Management), a related party, approved by the
Audit Committee and Board at its Meeting dated
June 26, 2024

3. Revision in the remuneration of Mrs. Vishakha
Seth Mehra from Rs. 50,00,000/- p.a. to Rs.
75,00,000/- p.a.; approved by Audit Committee
& Board at its Meeting dated August 09, 2024
and approved by Members at its 41^st AGM held
September 26, 2024.

4. Remuneration of Mr. Parth Seth (appointed as
CEO effective October 22 2024, KMP holding place
of profit) amounting to Rs. 75,00,000/- p.a. was
approved by Audit Committee and Borad at its
meeting dated October 22, 2024; followed by the
approval of Members of the Company via Postal
Ballot process concluded on Sunday, December
29, 2024 and declared at the registered office of
the Company as per the Scrutineer''s Report dated
Monday, December 30, 2024.

5. Appointment of M/s. Girik Wealth Advisors Private
Limited, wherein Mr. Varun Daga, Non-Executive,
Non-Independent Director is also a Director, as
the Portfolio Manager of the Company; approved
by the Audit Committee and Board at its Meeting
dated October 22, 2024.

During FY 2024-25, all related party transactions were
placed before the Audit Committee for its approval
on a quarterly basis. An omnibus approval from the
Audit Committee was obtained for the related party
transactions which were of repetitive nature, entered
in the ordinary course of business and on an arm''s
length basis. There were no significant material-
related party transactions made by the Company with
the Promoters, Directors, Key Managerial Personnel
or other designated persons (except as mentioned
above) which may have a potential conflict with the
interest of the Company at large.

Disclosure of Related Party Transactions as required
under Section 134(3)(h) of the Act is detailed in Form
AOC-2 annexed in Annexure II and forms part of this
report.

In accordance with Regulation 23 of Listing
Regulations, the Company has formulated a Policy on
Material Related Party Transactions and on dealing
with Related Party Transactions. The said Policy
is available on the Company''s website at https://
orbitexports.com/policies under the tab ''Policies''.

In terms of Regulation 23 of the Listing Regulations, the
Company submits details of related party transactions
on a consolidated basis as per the specified format to
the stock exchanges on a half-yearly basis.

22. CORPORATE GOVERNANCE REPORT AND
CERTIFICATE FROM SECRETARIAL AUDITOR

Your Company is committed to maintaining the
highest standards of Corporate Governance and
adhering to Corporate Governance requirements
pursuant to Regulation 34 read with Schedule V of the
Listing Regulations. The Corporate Governance Report
along with the Corporate Governance Certificate
issued by the Secretarial Auditors of the Company for
the year ended March 31, 2025 is provided in Annexure
III which forms part of this report.

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

foreign exchange earnings and outgo are detailed in
Annexure IV which forms part of this report.

24. HUMAN RESOURCES

Disclosures pertaining to employee remuneration and
other details as required under Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 are detailed in Annexure V forming part of this
report.

The details as required under Section 197(12) of the
Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 will be made available to the
members upon request.

The Company had a head count of 442 employees as
on March 31, 2025.

25. LISTING AT STOCK EXCHANGES

Equity shares of the Company continue to be listed on
BSE Limited and the National Stock Exchange of India
Limited. Applicable listing fees up to the financial
year 2024-25 have been duly paid to both the Stock
Exchanges.

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has an adequate system of internal
control to safeguard and protect from loss,
unauthorized use or disposition of its assets that
commensurate with its size, scale and complexities
of its operations. The Audit Committee of the Board
actively reviews the adequacy and effectiveness of the
internal control systems and suggests improvements
to strengthen the same. All the transactions are
properly authorized, recorded and reported to the
Management. The Company follows all the applicable
Accounting Standards for properly maintaining the
books of accounts and reporting financial statements.
Based on the review, nothing has come to the attention
of Directors to indicate that any material breakdown in
the function of these controls, procedures or systems
occurred during the year under review.

27. AUDITORS AND AUDITORS'' REPORT
Statutory Auditors

The Company appointed M/s. G.M. Kapadia & Co.,
Chartered Accountants (Firm Registration No.
104767W) as the Statutory Auditors of the Company
for a period of 5 (five) years from the conclusion of the
37^th annual general meeting until the conclusion of
the 42^nd annual general meeting.

The Reports given by M/s. G.M. Kapadia & Co., Chartered

Accountants on the standalone and consolidated
financial statements of the Company for FY 2024Â¬
25 do not contain any qualification, reservation or
adverse remarks. There were no instances of fraud
reported by the auditors.

Cost Auditors

In terms of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014 (as
amended from time to time), the Company is required
to prepare, maintain and conduct audit of its cost
records by a Cost Accountant.

M/s. Balwinder & Associates, Cost Accountants
(Firm Registration No. 000201) were appointed as
Cost Auditors of the Company for FY 2024-25. During
the year under review, in accordance with Section
148(1) of the Act, the Company has maintained the
accounts and cost records, as specified by the Central
Government. The Cost Auditor will issue the Cost
Audit Report for FY 2024-25 and the same shall be
reviewed by the Board and filed by the Company with
Ministry of Corporate Affairs (MCA).

The Cost Audit Report for FY 2023-24 in XBRL mode
was filed by the Company within the due date with
MCA.

Based on the recommendation of the Audit Committee,
the Board appointed M/s. Balwinder & Associates, Cost
Accountants (FRN: 000201), as the Cost Auditors of the
Company to conduct audit of the cost records of the
Company for the financial year ending March 31, 2026.
The Company has received consent and certificate
of eligibility from M/s. Balwinder & Associates to be
appointed as Cost Auditors under Section 141 of the
Act and rules framed thereunder.

Pursuant to the provisions of section 148(3) of the
Act, members'' consent is sought for payment of
remuneration to the Cost Auditors for financial year
ending March 31, 2026 as mentioned in item no. 5 of
the Notice of AGM of the Company.

Secretarial Auditor

Pursuant to Regulation 24A (1) of the Listing
Regulations and Section 204 of the Companies Act,
2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Audit Committee and the Board of Directors have
approved the appointment and remuneration of M/s.
S.K. Jain & Co., Practicing Company Secretary (Firm
Registration No. 6574/2025), as the Secretarial Auditors
of the Company for the F.Y. 2025-26. The Board has
recommended the appointment for approval of the
Members at the ensuing AGM.

A brief profile and other relevant details of M/s. S.K.
Jain & Co. are provided in the Notice convening the
ensuing AGM.

M/s. S.K. Jain & Co. has consented to act as the
Secretarial Auditors of the Company and confirmed
that their appointment, if approved, would be within
the limits prescribed under the Companies Act, 2013
and Listing Regulations. M/s. S.K. Jain & Co. has
further confirmed that the Firm is not disqualified
to be appointed as the Secretarial Auditors under
the applicable provisions of the Act, rules made
thereunder, and Listing Regulations.

M/s. S. K. Jain & Co., Practicing Company Secretaries
(CP No. 3076) were also appointed as Secretarial
Auditors of the Company to undertake the secretarial
audit for financial year ended March 31, 2025.
Secretarial Audit Report in form MR-3 in accordance
with Section 204 of Companies Act, 2013 is annexed in
Annexure VI and forms part of this report.

A certificate confirming that none of the directors
on the Board of the Company have been debarred or
disqualified from being appointed or continuing as
directors of the Company by any statutory authority
issued by the Secretarial Auditor forms part of this
report as annexed in Annexure VII.

Secretarial Compliance Report for the financial year
ended March 31, 2025 in accordance with Regulation
24A of Listing Regulations issued by the Secretarial
Auditor has been filed with the stock exchanges on
which the Company is listed within the statutory
timelines.

28. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social
Responsibility (''CSR'') Committee in terms of the
provisions of Section 135 of the Act read the rules made
thereunder. The details of composition, meetings held,
CSR policy and the CSR initiatives undertaken during
the year under review are mentioned in the Annual
Report on CSR activities as annexed in Annexure VIII,
which forms part of this report.

29. TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

All the details pertaining to IEPF related activities
undertaken by the Company during the year under
review are provided under notes section of Notice of
the AGM on page 36 of the Annual report.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 of the Listing Regulations,
Management Discussion and Analysis Report on the

operations of the Company is provided in a separate
section on page 24 and forms an integral part of the
Annual Report.

31. CREDIT RATING

"During FY 2024-25, ICRA Limited reaffirmed the
credit ratings previously assigned on September 18,

rvn Dppomhpr ODOA ac Hp nilpH biplnw^w

Bank Limits	Rating
Long-term Fund based	[ICRA]A Stable,
limits - Term loans	reaffirmed
Long -term / Short-term	[ICRA] A (Stable); [ICRA]
fund-based limits	A1, reaffirmed

32. CODE OF CONDUCT FOR PROHIBITION OF INSIDER
TRADING

Your Company has in place a Code of Conduct for
Prohibition of Insider Trading, which lays down the
process of trading in securities of the Company by
the Designated Persons and to regulate, monitor and
report trading by the employees of the Company either
on their own behalf or on behalf of any other person,
based on Unpublished Price Sensitive Information.
The said code also lays down the procedure for
inquiry in case of leak of Unpublished Price Sensitive
Information including Code of Practices and
Procedures for Fair Disclosure of Unpublished Price
Sensitive Information.

The Code of Conduct for Prohibition of Insider Trading
is displayed on the Company''s website at https://
orbiteyports.com/policies under the tab ''Policies''.

33. SECRETARIAL STANDARDS

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

34. DISCLOSURE AS PER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Pursuant to the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 ("POSH Act") and rules
framed thereunder, the Company has formulated
and implemented a policy on prevention, prohibition
and redressal of complaints related to sexual
harassment of women at workplace. All employees
(including trainees) whether permanent, temporary
or contractual are covered under this policy. The
Company has constituted Internal Complaints
Committee(s) (ICC) across all Company locations

to consider and resolve all sexual harassment
complaints reported to this Committee.

The details of complaints are as under:

(i) number of complaints filed during the financial
year: NIL

(ii) number of complaints disposed of during the
financial year: NIL

(iii) number of complaints pending as on end of the
financial year: NIL.

35. EMPLOYEES'' STOCK OPTION SCHEME

Pursuant to the "Orbit Exports Limited Employee
Stock Option Scheme, 2021" (ESOP Scheme / Scheme)
approved by the Company at 38^th Annual General
Meeting held on September 29, 2021, the Company is
eligible to grant up to 10,00,000 options to its eligible
employees.

During FY 2021-22, the Company granted 2,16,000
options to its eligible employees. No employee was
issued stock options equal to or exceeding 1% of the
issued capital of the Company at the time of grant.

During FY 2022-23 , out of the 2,16,000 options granted,
18,000 options were forfeited and 49,500 options were
vested. In the month of April 2023, out of 49,500 vested
options, 39,500 options were exercised by the eligible
employees and the Nomination and Remuneration
Committee approved the allotment of 39,500 equity
shares of '' 10/- each.

For FY 2023-24, the Company vide its Nomination and
Remuneration Committee Meeting held on November
07, 2023, approved the allotment of 9,000 equity shares
of '' 10/- each.

During FY 2024-25, the Company allotted 44,000
equity shares of '' 10/- each vide approval received
from its Nomination and Remuneration Committee
Meeting held on May 06, 2024.

For the year under review, the Company vide its
Nomination and Remuneration Committee Meeting
held on February 07, 2025, approved the allotment of
2,250 equity shares of '' 10/- each.

After the year under review, till the date of this Annual
report, the Company has allotted 41,500 equity shares
of Rs. 10/- each vide approval received from its
Nomination and Remuneration Committee Meeting
held on April 29, 2025.

The equity shares of the company post allotmment of

41,500 equity shares stood at 2,65,11,152 equity shares
of Rs. 10/- each.

All relevant disclosures were made to Stock Exchanges
in a timely manner.

Disclosures pursuant to Regulation 14 of SEBI
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 with regard to Employees Stock
Option Plan of the Company are available at Company''s
website at https://orbitexports.com/esop/.

36. NOMINATION AND REMUNERATION POLICY OF
DIRECTORS, KEY MANAGERIAL PERSONNEL AND
OTHER EMPLOYEES

The Company has in place Nomination and
Remuneration Policy (amended on August 2, 2023)
formulated as per the provisions of the Act and the
Listing Regulations. The Policy outlines role of the
committee; appointment criteria and qualification of
Directors, KMP and Senior Management; criteria for
performance evaluation of Directors and committees;
provisions regarding payment of remuneration to
Directors, KMP and Senior Management; succession
plan; importance of Board Diversity.

The Nomination and Remuneration Policy is
available at Company''s website at https://orbitexports.
com/wp-content/uploads/2023/10/Nomination-
Remuneration-Policy-.pdf

37. DETAILS OF SHARES IN DEMAT SUSPENSE
ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The details of the shares in the Demat Suspense
Account/Unclaimed Suspense Account for FY 2024-25
in compliance with Regulation 34 read with Schedule
V of the Listing Regulations are as follows:

(a) aggregate number of shareholders and the
outstanding shares in the Suspense Account
lying at the beginning of the year: 86 number of
shareholders and 9,450 Equity Shares of Rs. 10
each.

(b) number of shareholders who approached the
Company for transfer of shares from Suspense
Account during the year:05

(d) Aggregate number of shareholders and the
outstanding shares in the Suspense Account lying
at the end of the year: 86 number of shareholders
and 9,450 Equity Shares of Rs. 10 each.

(e) that the voting rights on these shares shall remain
frozen till the rightful owner of such shares claims
the shares: 9,450 Equity Shares of Rs. 10 each.

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

There are no significant and material orders passed
by the Regulators or Courts or Tribunals impacting the
going concern status and the Company''s operations
in future. There is no corporate insolvency resolution
process initiated under the Insolvency and Bankruptcy
Code, 2016.

39. ACKNOWLEDGEMENTS

The Board of Directors would like to express their
sincere appreciation for the assistance and coÂ¬
operation received from the members, financial
institutions, banks, regulatory authorities, customers,
vendors and other business associates during the
year under review. The Board also wishes to place on
record their acknowledgment and appreciation for the
committed services by the employees of the Company
at all levels.

For and on behalf of the Board of Directors

Pankaj Seth
Chairman & Managing

Date: July 23, 2025 Director

Place: Mumbai (DIN: 00027554)

Mar 31, 2024

The Directors of the Company are pleased to present their 41^st Annual Report together with the Audited financial statements of the Company for the financial year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

The Company''s financial performance, for the financial year ended March 31, 2024 is summarized below:

(H in Lakhs)

Particulars	Standalone		Consolidated
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Revenue from Operations	19,064.34	18,947.19	20,006.15	19,714.57
Earning before Finance Costs, Tax, Depreciation/ Amortization (EBITDA)	5,734.61	5,759.27	6,148.35	6,151.44
Less: Finance Cost	287.07	338.57	287.07	338.57
Earning before Tax, Depreciation/ Amortization (EBTDAA)	5,447.54	5,420.70	5,861.28	5,812.87
Less: Depreciation/Amortization	1467.77	1,405.68	1467.77	1,405.72
Profit before Exceptional Items and Tax	3,979.77	4,015.02	4,393.51	4,407.15
Less: Exceptional Items	-	36.73	-	36.73
Profit before Tax	3,979.77	3,978.29	4,393.51	4,370.42
Less: Tax Expenses	978.64	924.75	986.59	932.22
Profit after Tax	3,001.13	3,053.54	3,406.92	3,438.20
Add: Other Comprehensive Income	(15.05)	8.05	43.67	96.14
Total Comprehensive Income	2,986.08	3,061.59	3,450.59	3,534.34
EPS	11.12	11.19	12.62	12.37

2. BUSINESS PERFORMANCE & COMPANY''S AFFAIRS

Standalone Results

In the financial year 2023-24 (''FY 2023-24''), the total revenue of your Company on standalone basis stood at H19,064.34 Lakhs as against H18,947.19 Lakhs in the previous financial year 2022-23 (''FY 2022-23''). The Company recorded a net profit of H3,001.13 Lakhs in FY 2023-24 against net profit of H3,053.54 Lakhs in FY 2022-23.

Consolidated Results

In FY 2023-24, the total revenue of your Company on consolidated basis stood at H20,006.15 Lakhs against H19,714.57 Lakhs in the previous FY 2022-23, The Company recorded a net profit of H3,406.92 Lakhs in FY 2023-24 against net profit of H3,438.20Lakhs in FY 2022-23.

The information on Company''s affairs and related aspects are detailed out under a separate section

of Management Discussion and Analysis Report forming part of the Annual Report.

3. TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to the general reserve and the entire amount of profit after tax for FY 2023-24 forms part of the ''Retained Earnings''.

4. DIVIDEND

Keeping in view, future expansion plan of the Company, the Directors of the Company have decided not to recommend any dividend on the equity shares of the Company for FY 2023-24. Your Company continues with its task to build businesses with long-term goals based on its intrinsic strengths in terms of its quality manufacturing process, distribution strengths, customer relationships and evaluating new areas of growth.

5. CHANGE IN THE NATURE OF BUSINESS

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

6. BUYBACK OF EQUITY SHARES

During FY 2023-24, your Directors announced buyback of Company''s equity shares through tender offer process using the Stock Exchange Mechanism at a price not exceeding H250/- per share for an aggregate amount not exceeding H15,00,00,000/-(H Fifteen crores). The buyback commenced on February 20, 2024 and closed on February 26, 2024.

The Company bought back 6,00,000 fully paid-up equity shares of the Company of face value of H10 each representing 2.22% of the total number of equity shares in the issued, subscribed and paid-up equity shares of the Company from all the eligible shareholders as on the record date i.e. February 13, 2024 .

7. SHARE CAPITAL

During FY 2023-24, the Company has bought back 6,00,000 fully paid-up equity shares of the Company of face value of H10 each at a price of H250/- per equity share for an aggregate consideration of H15,00,00,000/- (H Fifteen crores).

Further, Pursuant to ''Orbit Exports Limited Employee Stock Option Scheme - 2021'', the Company vide its Nomination and Remuneration Committee Meeting held on November 07, 2023, approved the allotment of 9,000 equity shares of H10/- each.

As a result of the said buyback of equity shares and allotment of ESOPs, share capital of the Company as on March 31, 2024, stood at H 26,42,34,020 comprising of 2,64,23,402 equity shares of H10/- each.

After the year under review, till the date of this Annual report, Company has allotted 44,000 equity shares of H10/- each pursuant to said ''Orbit Exports Limited Employee Stock Option Scheme - 2021'' vide approval received from its Nomination and Remuneration Committee Meeting held on May 06, 2024. The same has been intimated to Stock Exchanges.

As on the date of this Annual Report, Company''s paid up share capital stands at Rs. 26,46,74,020 comprising of 2,64,67,402 shares of Rs. 10/- each

Apart from the above, the Company has neither issued any shares through differential voting rights nor issued any sweat equity shares during the year under review.

8. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 (''Act'') and Regulation 34(3) of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), the Consolidated Financial Statements of the Company for the FY 2023-24 includes the financials of its subsidiary company named Orbit Inc. operating in US (''Subsidiary'') and associate company named Rainbow Line Trading L.L.C. operating in Dubai (''Associate''). The Consolidated Financial Statements are prepared in accordance with the relevant Indian Accounting Standards (Ind AS) issued by the Institute of Chartered Accountants of India (''ICAI''). The Consolidated Financial Statement together with the Independent Auditors'' Report thereon forms an integral part of this Annual Report.

9. SUBSIDIARY AND ASSOCIATE COMPANY

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 (as amended from time to time), a separate statement containing salient features of the financial statements of Company''s Subsidiary and Associate in Form AOC-1 is attached to this report as Annexure I and forms an integral part of this report.

The standalone and consolidated financial statements of the Company along with the financial statements of Subsidiary, have been uploaded on the website of the Company at https://orbitexports.com/unaudited-results/ under the tab ''Company Results'' and shall also be available for inspection through electronic mode.

10. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FY 2023-24 AND THE DATE OF THIS REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the FY 2023-24 and the date of this report.

11. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) of the Act, the Annual Return of the Company for FY 2023-24 is available on the website of the Company at https://orbitexports.com/annual-returns/ under the tab "Stock Exchange Intimation".

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment/Re-appointment of Directors:

During FY 2023-24, following changes happened in the composition of Board of Directors

(i) The Board of Directors approved the appointment of Mr. Chetan Mehra (DIN: 00022021) and Mr. Parth Seth (DIN: 07684397) as Additional Directors w.e.f. August 2, 2023 to hold office till the date of 40^th Annual General Meeting (''AGM'').

(ii) The Board of Directors approved the Reappointment of Mr. Sunil Buch, Non-Executive and Independent Director (DIN: 07780539) for the term of five years w.e.f. February 4, 2024

(iii) The Members approved the following resolutions at the said 40^th AGM

(a) Appointment of Mr. Chetan Mehra (DIN: 00022021) as an Independent Director of the Company for a period of 5 years w.e.f. August 2, 2023.

(b) Appointment of Mr. Parth Seth (DIN: 07684397) as an Executive Director of the Company for a period of 3 years w.e.f. August 2, 2023.

(iv) Mr. Sunil Buch (DIN: 07780539) was re-appointed as Non-Executive Independent Director by the approval of shareholders via Postal ballot through remote e-voting dated March 29, 2024 for the period of 05 years effective from February 04, 2024.

Retirement by Rotation

Pursuant to the provisions of Section 152 of the Act read with rules made thereunder (as amended from time to time) and Articles of Association of the Company, Mr. Varun Daga, Non-Executive NonIndependent Director (DIN: 01932805) retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Brief profile of Mr. Varun Daga has been provided in the Notice convening the AGM of the Company.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Act, following are the Key Managerial Personnel of the Company as on the date of this report:

Mr. Pankaj Seth - Chairman and Managing Director Mrs. Anisha Seth - Whole Time Director Mr. Parth Seth - Executive Director (appointed w.e.f August 2, 2023)

Mr. Rahul Tiwari - Chief Financial Officer Ms. Pranali Chawhan - Company Secretary cum Chief Compliance Officer (Appointed w.e.f June 26, 2024 )

Declaration from Independent Directors

Pursuant to Section 149(7) of the Act, all Independent Directors of the Company have made relevant declarations as laid down under Section 149(6) of the Act and Regulation 25 of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the conditions of independence specified in the said provisions, possess requisite qualifications, experience, expertise, integrity and proficiency, and have complied with the Company''s Code of Business Conduct & Ethics.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. appropriate accounting policies have been selected and applied consistently, judgments and estimates are made reasonably and prudently so as to give a true and fair view of the state of affairs of the Company at the end of FY 2023-24 and of the profit and loss of the Company for that period;

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

d. the annual accounts have been prepared for the financial year ended March 31, 2024 on a ''going concern'' basis;

e. proper internal financial controls have been laid down to ensure compliance with all the provisions of the applicable laws and that such internal financial controls are adequate and are operating effectively; and

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

14. MEETINGS OF THE BOARD AND ITS COMMITTEES

During FY 2023-24, 4 (four) meetings of the Board of Directors of the Company were convened. All meetings were held with a gap of less than 120 days. The Company followed the applicable Secretarial Standards in relation to the Board Meetings. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report that forms part of this report.

Following are the Committees of the Board of Directors as on March 31, 2024:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Corporate Social Responsibility Committee and

(iv) Stakeholders'' Relationship Committee.

The details of the Committees of the Board along with their composition, number of meetings and

attendance of members at each meeting are provided in the Corporate Governance Report that forms part of this report.

15. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Act and Regulation 22 of Listing Regulations, the Company has formulated a Vigil Mechanism/Whistle Blower Policy. The details are covered under the Corporate Governance Report which forms part of this report.

16. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of Listing Regulations and Schedule IV to the Act, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

The details of such programme imparted during FY 2023-24 are available on the website of the Company at https://orbitexports.com/investor-page/ under the tab Policies.

17. ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In accordance with the provisions of the Act and Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, Individual directors including Independent Directors and Chairman, and its various Committees. A structured questionnaire was formulated taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The Board of Directors expressed their satisfaction with the evaluation process.

Details of the annual performance evaluation have been provided in the Corporate Governance Report which forms part of this report.

18. DEPOSITS

During FY 2023-24, the Company has not invited or accepted any deposits from the public and as such no principal or interest amount was outstanding as on March 31, 2024.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During FY 2023-24, the Company has not granted any loans, provided any guarantees or made any investments under the provisions of Section 186 of the Act.

20. INSURANCE

The Company declares that all the properties including buildings, plant & machinery and stocks are adequately insured.

21. RELATED PARTY TRANSACTIONS

All related party transactions entered into during FY 2023-24 were on arms'' length basis and in the ordinary course of business. During FY 2023-24, all related party transactions were placed before the Audit Committee for its approval on a quarterly basis. An omnibus approval from the Audit Committee was obtained for the related party transactions which were of repetitive nature, entered in the ordinary course of business and on an arm''s length basis. There were no significant material related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act is detailed in Form AOC-2 annexed in Annexure II and forms part of this report.

In accordance with Regulation 23 of Listing Regulations, the Company has formulated a Policy on Material Related Party Transactions and on dealing with Related Party Transactions. The said Policy is available on the Company''s website at https://orbitexports.com/investor-page/ under the tab ''Policies''.

In terms of Regulation 23 of the Listing Regulations, the Company submits details of related party transactions on a consolidated basis as per the specified format to the stock exchanges on a halfyearly basis.

22. CORPORATE GOVERNANCE REPORT AND CERTIFICATE FROM SECRETARIAL AUDITOR

Report along with the Corporate Governance Certificate issued by the Secretarial Auditors of the Company for the year ended March 31, 2024 is provided in Annexure III which forms part of this report.

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

The particulars as required under the provisions of Section 134(3)(m) of the Act read with the rules made thereunder (as amended from time to time) relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are detailed in Annexure IV which forms part of this report.

24. HUMAN RESOURCES

Disclosures pertaining to employee remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are detailed in Annexure V forming part of this report.

The details as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be made available to the members upon request.

The Company had a head count of 428 employees as on March 31, 2024.

25. LISTING AT STOCK EXCHANGES

Equity shares of the Company continue to be listed on BSE Limited and the National Stock Exchange of India Limited. Applicable listing fees up to the financial year 2023-24 have been duly paid to both the Stock Exchanges.

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets that commensurate with its size, scale and complexities of its operations. The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. All the transactions are properly authorized, recorded and reported to the Management. The Company follows all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. Based on the review, nothing has come to the attention of Directors to indicate

that any material breakdown in the function of these controls, procedures or systems occurred during the year under review.

27. AUDITORS AND AUDITORS'' REPORT Statutory Auditors

The Company appointed M/s. G.M. Kapadia & Co., Chartered Accountants (Firm Registration No. 104767W) as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of the 37^th annual general meeting until the conclusion of the 42^nd annual general meeting.

The Reports given by M/s. G.M. Kapadia & Co., Chartered Accountants on the standalone and consolidated financial statements of the Company for FY 2023-24 do not contain any qualification, reservation or adverse remarks. There were no instances of fraud reported by the auditors.

Cost Auditors

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 (as amended from time to time), the Company is required to prepare, maintain and conduct audit of its cost records by a Cost Accountant.

M/s. Balwinder & Associates, Cost Accountants (Firm Registration No. 000201) were appointed as Cost Auditors of the Company for FY 2023-24. During the year under review, in accordance with Section 148(1) of the Act, the Company has maintained the accounts and cost records, as specified by the Central Government. The Cost Auditor will issue the Cost Audit Report for FY 2023-24 and the same shall be reviewed by the Board and filed by the Company with Ministry of Corporate Affairs (MCA).

The Cost Audit Report for FY 2022-23 in XBRL mode was filed by the Company within the due date with MCA.

Based on the recommendation of the Audit Committee, the Board appointed M/s. Balwinder & Associates, Cost Accountants (FRN: 000201), as the Cost Auditors of the Company to conduct audit of the cost records of the Company for the financial year ending March 31, 2025. The Company has received consent and certificate of eligibility from M/s. Balwinder & Associates to be appointed as Cost Auditors under Section 141 of the Act and rules framed thereunder.

Pursuant to the provisions of section 148(3) of the Act, members'' consent is sought for payment of remuneration to the Cost Auditors for financial year ending March 31, 2025 as mentioned in item no. 5 of the Notice of AGM of the Company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and regulation 24A of Listing Regulations, M/s. S. K. Jain & Co., Practicing Company Secretaries (CP. No. 3076) were appointed as Secretarial Auditors of the Company to undertake the secretarial audit for financial year ended March 31, 2024.

Secretarial Audit Report in form MR-3 in accordance with Section 204 of Companies Act, 2013 is annexed in Annexure VI and forms part of this report.

The delay of 1 min and 19 seconds in uploading Outcome of 1^st Board Meeting of FY 2023-24 held on 06^th May 2024 on BSE portal happened because of unknown technical glitch in the internet network, which was outside of the control of the Company

Financial statement for quarter and year March 2023, approved at the Board Meeting held on May 06^th, 2024, due to be published on May 08^th, 2024 (within 48 Hours), were published on May 09^th 2024 because there was vacancy in the office of Company Secretary at that point in time. However, Management tried their level best to do the necessary compliances.

A certificate confirming that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the Company by any statutory authority issued by the Secretarial Auditor forms part of this report as annexed in Annexure VII.

Secretarial Compliance Report for the financial year ended March 31, 2024 in accordance with Regulation 24A of Listing Regulations issued by the Secretarial Auditor has been filed with the stock exchanges on which the Company is listed within the statutory timelines.

28. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility (''CSR'') Committee in terms of the provisions of Section 135 of the Act read the rules made thereunder. The details of composition, meetings held, CSR policy and the CSR initiatives undertaken during the year under review are mentioned in the Annual Report on CSR activities as annexed in Annexure VIII, which forms part of this report.

29. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

All the details pertaining to IEPF related activities undertaken by the Company during the year under review are provided under notes section of Notice of the AGM on page 187 of the Annual report.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the Listing Regulations, Management Discussion and Analysis Report on the operations of the Company is provided in a separate section on page 187 and forms an integral part of the Annual Report.

31. CREDIT RATING

During FY 2023-24, the credit ratings assigned by ICRA Limited has been revised on September 18, 2023 as below:

Bank Limits	Rating
Long-term Fund based limits and term loans	[ICRA] A Stable (upgraded from [ICRA] A- (Stable)
Short-term Non fund-based limits	[ICRA] A (Stable); (upgraded from [ICRA] A2 )

32. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code of Conduct for Prohibition of Insider Trading, which lays down the process of trading in securities of the Company by the Designated Persons and to regulate, monitor and report trading by the employees of the Company either on their own behalf or on behalf of any other person, based on Unpublished Price Sensitive Information. The said code also lays down the procedure for inquiry in case of leak of Unpublished Price Sensitive Information including Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.

The Code of Conduct for Prohibition of Insider Trading is displayed on the Company''s website at https://orbitexports.com/investor-page/ under the tab ''Policies''.

33. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India to ensure compliance with all the applicable provisions read together with the relevant circulars issued by MCA.

34. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

(including trainees) whether permanent, temporary or contractual are covered under this policy. The Company has constituted Internal Complaints Committee(s) (ICC) across all Company locations to consider and resolve all sexual harassment complaints reported to this Committee.

The details of complaints are as under:

(i) number of complaints filed during the financial year: NIL

(ii) number of complaints disposed of during the financial year: NIL

(iii) number of complaints pending as on end of the financial year: NIL.

35. EMPLOYEES'' STOCK OPTION SCHEME

Pursuant to the "Orbit Exports Limited Employee Stock Option Scheme, 2021" (ESOP Scheme / Scheme) approved by the Company at 38^th Annual General Meeting held on September 29, 2021, the Company is eligible to grant up to 10,00,000 options to its eligible employees.

During FY 2021-22, the Company granted 2,16,000 options to its eligible employees. No employee was issued stock options equal to or exceeding 1% of the issued capital of the Company at the time of grant.

During 2022-23, out of the 2,16,000 granted options, 18,000 options were forfeited and 49,500 options were vested. In the month of April 2023, out of 49,500 vested options, 39,500 options were exercised by the eligible employees and the Nomination and Remuneration Committee approved the allotment of 39,500 equity shares of H10/- each. The allotted shares were listed and admitted to dealings on the BSE Limited and the National Stock Exchange of India Limited from May 05, 2023.

The equity share capital of the Company post allotment of 39,500 equity shares stood at 2,70,14,402 equity shares of H10 each.

For the year under review, the Company vide its Nomination and Remuneration Committee Meeting held on November 07, 2023, approved the allotment of 9,000 equity shares of H10/- each.

After the year under review, till the date of this Annual report, the Company has allotted 44,000 equity shares of H10/- each vide approval received from its Nomination and Remuneration Committee Meeting held on May 06, 2024. All relevant disclosures were made to Stock Exchanges in timely manner.

Disclosures pursuant to Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with regard to Employees Stock Option Plan of the Company are available at Company''s website at https://orbitexports.com/ investor-page/ under the tab ''ESOP''.

36. NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company has in place Nomination and Remuneration Policy (amended on August 2, 2023) formulated as per the provisions of the Act and the Listing Regulations. The Policy outlines role of the committee; appointment criteria and qualification of Directors, KMP and Senior Management; criteria for performance evaluation of Directors and committees; provisions regarding payment of remuneration to Directors, KMP and Senior Management; succession plan; importance of Board Diversity.

The Nomination and Remuneration Policy is available at Company''s website at https://orbitexports.com/ investor-page/ under ''Policies'' tab.

37. DETAILS OF SHARES IN DEMAT

SUSPENSE ACCOUNT/ UNCLAIMED

SUSPENSE ACCOUNT

The details of the shares in the Demat Suspense Account/Unclaimed Suspense Account for FY 202324 in compliance with Regulation 34 read with Schedule V of the Listing Regulations are as follows:

(a) aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the beginning of the year: 532 number of shareholders and 75,500 Equity Shares of H10 each.

(b) number of shareholders who approached the Company for transfer of shares from Suspense Account during the year: 12 (twelve)

(d) Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the end of the year: 323 number of shareholders and 49,200 Equity Shares of H10 each.

(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: 49,200 Equity Shares of H10 each.

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

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company''s operations in future. There is no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code, 2016.

39. ACKNOWLEDGEMENTS

The Board of Directors would like to express their sincere appreciation for the assistance and cooperation received from the members, financial

institutions, banks, regulatory authorities, customers, vendors and other business associates during the year under review. The Board also wishes to place on record their acknowledgment and appreciation for the committed services by the employees of the Company at all levels.

For and on behalf of the Board of Directors

Pankaj Seth

Date: August 09, 2024 Chairman & Managing Director Place: Mumbai (DIN: 00027554)

Mar 31, 2018

Dear Members,

The Directors are pleased to present the 35th Annual Report together with audited financial statements for the year ended March 31, 2018.

1. FINANCIAL RESULTS

The Companyâs financial performance, for the year ended March 31, 2018 is summarized below:

(Amount in Lakhs)

Sr. No.	Particulars	Standalone		Consolidated
Sr. No.	Particulars	March 31, 2018	March 31, 2017	March 31, 2018	March 31, 2017
1	Revenue from Operations
(a)	Net Sales	12,520.67	12,336.79	13,142.61	12,720.70
(b)	Other Operating Income	502.37	716.56	502.37	716.56
2	Other Income	357.39	335.91	357.39	367.94
3	Total Income	13,380.43	13,389.26	14,002.37	13,805.20
4	Expenses:
(a)	Cost of materials consumed	4,741.79	4,733.82	4,811.24	5,003.02
(b)	Changes in inventories of finished goods, work-in-progress and stock-in-trade	(136.07)	807.86	(44.39)	637.71
(c)	Employee benefits expense	1,779.79	1,434.59	1,936.65	1,552.58
(d)	Finance costs	53.50	180.21	53.50	180.21
(e)	Depreciation and amortisation expense	722.44	678.93	724.37	691.45
(f)	Power and Fuel	576.50	421.05	576.50	421.05
(g)	Other expenses	2,136.72	1,995.04	2,417.65	2,219.17
	Total Expenses	9,874.67	10,251.50	10,475.52	10,705.19
5	Profit/(loss) before share of profit from associates and exceptional items	3,505.76	3,137.76	3,526.85	3,100.01
	Share of profit/(loss)from associates	-	-	195.86	108.18
6	Total Profit before Exceptional Items and Tax	3,505.76	3,137.76	3,722.71	3,208.19
7	Exceptional Items
(a)	Profit on sale of Property, Plant and Equipment	-	54.30	-	54.30
8	Profit / (loss) before tax	3,505.76	3,192.06	3,722.71	3,262.49
9	Tax Expense
(a)	Current Tax	991.19	1,078.76	996.14	1,084.41
(b)	Deferred Tax	23.69	35.60	23.03	33.63
10	Net Profit/ (Loss) for the period	2,490.88	2,077.70	2,703.54	2,144.45
11	Other Comprehensive Income (net of tax)
(a)	Items that will not be re-classified to profit or loss
(i)	Re-measurement of the defined benefit plan (net of tax)	(9.03)	5.00	(9.03)	5.00
	Total Other Comprehensive Income/(Loss) (after tax)	(9.03)	5.00	(9.03)	5.00
12	Total Other Comprehensive Income/(Loss) (after tax) for the period	2,481.85	2,082.70	2,694.51	2,149.45

2. DIVIDEND

During the Financial Year 2017-18, your Company has not declared any dividend (Interim and Final) for the Financial Year ended March 31, 2018 (last year Rs. 1.60/- per Equity Share of Rs. 10/- each). The total outgo for the Financial Year 2016-17 was Rs. 459.24 lakhs (excluding dividend distribution tax).

3. PERFORMANCE REVIEW

The Revenue from operations for the Company on the Standalone basis for the year 2017-18 stood at Rs. 13,023.04 lakhs as against Rs. 13,053.35 lakhs in the previous year, reflecting stability of operations in an otherwise uncertain market. Profit before tax stood at Rs. 3,505.76 lakhs in 2017-18 as compared to Rs. 3,192.06 lakhs in the previous year. The Company could withstand adverse market conditions in the overseas market mainly due to its thrist on achieving internal operational excellence, penetration into new markets extensive tightening control on inventory management participating in the shift to renewable in energy and exercising stringent cost control measures. Net profit after tax stood at Rs. 2,490.88 lakhs for the current year as compared to Rs. 2,077.70 lakhs in the previous year. Consequently the earnings per share for the year 2017-18 stood at Rs. 8.69/- per share as compared to Rs. 7.24/- per share in the year 2016-17.

The revenue from operations for the Company of the Consolidated for the year 2017-18 stood at Rs. 13,644.98 lakhs as against Rs. 13,437.26 lakhs in the previous year, reflecting stability of operations in an uncertain market. Profit before tax stood at Rs. 3,722.71 lakhs in 2017-18 as compared to Rs. 3,262.49 lakhs in the previous year Net profit after tax stood at Rs. 2,703.54 lakhs for the current year as compared to Rs. 2,144.45 lakhs in the previous year. Consequently the earnings per share for the year 2017-18 stood at Rs. 9.43/- per share as compared to Rs. 7.47/- per share in the year 2016-17.

4. WIND POWER PROJECT

During the year the Company has installed 1.50 MW Windmill at Vejalpar, Taluka - Maliya, District - Morbi, Gujarat.

5. INCORPORATION OF SUBSIDIARY COMPANY

During the year the Company has incorporated Subsidiary Company in UK in the name of EXCELLERE (UK) Ltd.

6. CREDIT RATING

The Companyâs financial discipline and prudence is reflected in the strong credit ratings ascribed by ICRA Limited as given below:

Instrument	Rating
Long Term Debt	ICRA A (Stable)
Short Term Debt	ICRA A1

7. CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statement has been prepared in accordance with provision of the Companies Act, 2013 (âthe Actâ) and the applicable Indian Accounting Standards alongwith all relevant documents and the Auditors Report form part of this Annual Report.

8. SUBSIDIARY COMPANIES

A statement containing the salient features of financial statements of the subsidiary Company of your Company forms part of consolidated financial statements in compliance with section 129 and other applicable provisions, if any, of the Companies Act, 2013.

9. CAPITAL EXPENDITURE

As at 31st March, 2018 the gross fixed assets stood at Rs. 10,756.40 lakhs and net fixed assets Rs. 9,355.04 lakhs. Additions during the year amounted to Rs. 1,963.60 lakhs.

10. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2018 was Rs. 2,825.79 lakhs. During the year under review, the Company has bought back 4,44,444/- Equity Shares of Rs. 10/- each.

11. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company has transferred a sum of Rs. 1.95 Lacs to the Investor Education and Protection Fund in compliance with provisions of the Companies Act, 2013 which represents unclaimed/ unpaid dividend.

12. CORPORATE GOVERNANCE REPORT AND CERTIFICATE

As required under Regulation 34(3) read with Schedule V(C) of the Listing Regulations a report on Corporate Governance and the certificate as required under Schedule V (E) of the SEBI (LODR) Regulations, 2015 from S. K. Jain & Co., Practicing Company Secretaries, regarding compliance of conditions of Corporate Governance are given as an Annexure forming a part of this Report.

13. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, and based on the representation received from the management your Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

c. the Directors 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 fraud and other irregularities.

d. the Directors have prepared the annual accounts on a âgoing concernâ basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

14. Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as âAnnexure Aâ to this Report.

15. COMPLIANCE ON CRITERIA OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations to the Company under Section 149(7) of the Act that, they meet the criteria of Independence as provided in Sub-section 6 of Section 149 of the Act and also under the Listing Regulations.

16. COMMITTEES OF THE BOARD

The Board of Directors has following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholdersâ Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.

17. AUDIT COMMITTEE

The Composition of the Audit Committee needs the requirement as per Section 177 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015. The details related to the composition of the Audit Committee and terms of reference are included in the Corporate Governance Report, which forms a part of Annual Report.

18. REMUNERATION POLICY OF THE COMPANY

The Remuneration Policy of the Company for appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company along with other related matters have been provided in the Corporate Governance Report.

As and when need arises to appoint Director, the Nomination and Remuneration Committee (NRC) of the Company determines the criteria based on the specific requirements. NRC while recommending candidature to the Board takes into consideration the qualification, attributes, experience and Independence of the Candidate. Director(s) appointment and remuneration are made as per NRC Policy of the Company.

19. CORPORATE SOCIAL RESPONSIBILITY

As per provision of Section 135 read with Schedule VII of the Companies Act, 2013 along with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and any other statutory amendment or modification thereof and the Companyâs CSR Policy in respect of Corporate Social Responsibility activity, a separate Report on CSR activities is attached as âAnnexure Bâ to this Report. The CSR Policy has been posted on the website of the Company at www.orbitexports.com.

The Company has made a budget of Rs. 71.29 Lakhs.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the operations of the Company, as required under the Regulation 34 of the SEBI (LODR) Regulations, 2015 is provided in a separate section and forms an integral part of this Report as âAnnexure Câ.

21. STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. G.M. Kapadia & Co., Chartered Accountants (Firm Registration No.104767W), were appointed as Statutory Auditors of the Company for a term of 5 years, to hold office from the conclusion of 32^nd Annual General Meeting held on August 24, 2015 until the conclusion of 37^th Annual General Meeting, subject to ratification of their appointment at every subsequent Annual General Meeting. The Auditors have confirmed that, their appointment would be in accordance with the Section 139 of the Companies Act, 2013 and rule made thereunder and that they are not disqualified in terms of Section 141 of the Act.

22. COST AUDITOR

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, have appointed M/s. Balwinder & Associates, Cost Accountants (Firm Registration Number: 000201) as Cost Auditors of the Company, for the financial year ending 31^st March, 2019, on a remuneration as mentioned in the Notice convening the 35^th Annual General Meeting for conducting the audit of the cost records maintained by the Company.

A Certificate from M/s. Balwinder & Associates, Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder.

A resolution seeking ratification by the members for the remuneration payable to Cost Auditor forms part of the Notice of the 35th Annual General Meeting of the Company and same is recommended for your consideration and approval.

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly.

The internal control is exercised through documented policies, guidelines and procedures. It is supplemented by an extensive program of internal audits. The audit observations and corrective action taken thereon are periodically reviewed by the audit committee to ensure effectiveness of the internal control system. The internal control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons.

The scope and coverage of the internal audit plan includes reviewing and reporting on key process risks, adherence to operating guidelines and statutory compliances. The internal audit function provides assurance to the Board and the Audit Committee regarding the design, adequacy and operating effectiveness of the internal control system.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

25. RELATED PARTY TRANSACTIONS

The Board of Directors has adopted a policy on Related Party Transactions. The objective is to ensure proper approval, disclosure and reporting of transactions as applicable, between the Company and any of its related parties. During the financial year 2017-18, your Company has entered into transactions with related parties as defined under section 2 (76) of the Companies Act, 2013 read with Companies (Specifications of Definitions Details) Rules, 2014, which were in the ordinary course of business and on armâs length basis and in accordance with the provisions of Companies Act, 2013, Rules issued thereunder. During the financial year 2017-18, there were transactions with the related parties which qualify as material transactions under Listing Agreement.

The details of the related party transactions are disclosed in the notes to accounts annexed to the standalone financial statement forming part of this Annual Report.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Armâs Length basis. Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is attached as Annexure D.

26. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Companyâs operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your company is continuously expanding its manufacturing base, which the company is doing with expansions in Kosamba, Gujarat by incorporating new looms. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

27. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Companyâs Articles of Association, Mr. Bruce Larry Kieval, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Your Company has received declarations from all the independent directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder.

Shri Pankaj Seth, Managing Director, Smt. Anisha Seth, Whole Time Director, Shri Mukesh Deopura, Chief Financial Officer and Smt. Neha Poddar, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

28. EMPLOYEESâ STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employeesâ Stock Option Scheme of the Company in accordance with the applicable SEBI (Share Based Employee Benefits) Regulations, 2014, erstwhile SEBI (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and as per Section 62(1) (b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

Disclosures with respect to Employees Stock Option Scheme of the Company

Number of options granted: 1,51,000

Exercise Price: 52,000 options granted at an exercise price of Rs. 69.75/- per option, 95,000 options granted at an exercise price of Rs. 342/- per option and 4,000 options granted at an exercise price of Rs. 348.50/-.

Options vested: 52,000 options and 95,000 options and 4,000 options.

Options exercised: On 5^th November, 2015, company allotted 30,000 equity shares pursuant to exercise of 30,000 stock options by the employees of the Company.

On 29^th January, 2016, company allotted 13,000 equity shares pursuant to exercise of 13,000 stock options by the employees of the Company.

On 2^nd April, 2016, company allotted 9,000 equity shares pursuant to exercise of 9,000 stock options by the employees of the Company.

29. NUMBER OF MEETINGS OF THE BOARD

During the year under review 7 (Seven) Meetings of the Board of Directors of the Company were convened and held. The relevant details, including composition of the Board, date of meetings, attendance and composition of Board, date of Meetings, attendance and composition of various Committees of the Board are given in the Corporate Governance Report forming part of this report. The details regarding the composition of various committees are also available on the Companyâs website www.orbitexports.com.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set as âAnnexure Eâ to this Report.

31. DEPOSITS

The Company did not accepted any deposits within the meaning of the provisions of Chapter V - Acceptance of Deposits by Companies read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of Deposits which are not in Compliance with the Chapter V of the Act is not applicable.

32. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and Rules framed thereunder.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There has been no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs operations. All the orders received by the Company during the year are of routine in nature which have no significant/ material impact.

34. ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of its various committee.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated.

The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors at their separate Meeting.

The Board of Directors expressed its satisfaction with the evaluation process.

35. AMOUNT, IF ANY, PROPOSED TO BE TRANSFERRED TO GENERAL RESERVES

There was no transfer to General Reserves during the Financial Year 2017-18.

36. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is annexed as âAnnexure Fâ to this Annual Report of your Company.

37. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

There has been no material change and commitment, affecting the financial performance of the Company occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

38. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

During the year the Company has granted Inter Corporate Deposit of Rs. 50 Lakhs to M/s. Shahlon Silk Industries Pvt. Ltd. for a period of 6 months and at an interest rate of 12% p.a. and which was further extended for a period of 6 months and received back the Inter Corporate Deposit from Shahlon Silk Industries Pvt. Ltd. on 27^th March, 2018.

The Company has also granted Inter Corporate Deposit of Rs. 25 Lakhs to Wampum Syntex for a period of 6 months and at an interest rate of 12% p.a..

39. CHANGE IN THE NATURE OF BUSINESS

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

40. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

41. GENERAL

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

1. Details relating to deposits covered under Chapter V of the Act.

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

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

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

42. OTHER DISCLOSURE

1. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meeting.

43. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companyâs executives, staff and workers.

For and on behalf of the Board of Directors

Pankaj Seth

Chairman & Managing Director

Place: Mumbai

Date: May 30, 2018

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Thirty - Second Annual Report together with audited financial statements for the year ended March 31, 2015.

1. FINANCIAL RESULTS

The Company's financial performance, for the year ended March 31, 2015 is summarized below: (Rs. in lacs)

Consolidated Particulars Year ended Year ended 31.03.2015 31.03.2014

Revenue from Operations(Net) and other 15,820.75 13,311.05 income

Profit Before Tax (PBT) 3,862.56 2,894.15

Provision for Tax 1,217.39 888.25

Profit After Tax (PAT) 2,786.25 2,037.36

Balance brought forward from previous year 3431.02 2216.74

Sub - Total 6217.27 4254.10

Appropriations:

Interim Equity Dividend 327.36 273.98

Proposed Final Equity Dividend 321.73 173.11

Tax on Equity Dividends 132.70 75.98

General Reserve 300.00 300.00

Surplus carried to the next year's account 5,135.48 3,431.02

Standalone Particulars Year ended Year ended 31.03.2015 31.03.2014

Revenue from Operations(Net) and other 15,740.48 13,701.52 income

Profit Before Tax (PBT) 3,839.67 2,885.35

Provision for Tax 1212.97 884.73

Profit After Tax (PAT) 2,669.89 2,000.39

Balance brought forward from previous year 3,394.05 2,216.74

Sub - Total 6063.94 4217.13

Appropriations:

Interim Equity Dividend 327.36 273.98

Proposed Final Equity Dividend 321.73 173.11

Tax on Equity Dividends 132.70 75.98

General Reserve 300.00 300.00

Surplus carried to the next year's account 4982.15 3394.05

2. DIVIDEND

Your Directors have recommended a final dividend of Rs. 2.25/- per equity share (i.e. 22.5%) of Rs. 10/- each (last year Rs. 1.25/- per equity share) for the financial year ended March 31, 2015, amounting to Rs. 321.73 lacs (excluding tax). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

During the financial year 2014-15, your Company declared and paid an interim dividend of Rs. 2.25/- per equity share (i.e. 22.5 %) of Rs. 10/- each. The total dividend for the year ended March 31, 2015 would accordingly be 4.50/- per equity share of Rs. 10 each. The total outgo for the financial year 2014-15 will be Rs. 643.46 lacs (excluding dividend distribution tax) as against Rs. 452.72 lacs (excluding dividend distribution tax) in the previous year.

Note :- In the figure of Interim Dividend of 14-15 an amount of Rs. 5,62,500/- is included which is a part of Final Dividend for 13-14 as there was conversion of warrants into Equity Shares before the book-closure and after the accounts finalization.

3. CREDIT RATING

The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by ICRA Limited as given below:

Instrument Rating

Long Term Debt ICRA A (Stable)

Short Term Debt ICRA A1

4. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standards (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates, issued by the Institute of Chartered Accountants of India form part of this Annual Report.

5. SUBSIDIARY COMPANIES

A statement containing the salient features of financial statements of the subsidiary Company of your Company forms part of consolidated financial statements in compliance with section 129 and other applicable provisions, if any, of the Companies Act, 2013.

6. CAPITAL EXPENDITURE

As at 31st March, 2015 the gross fixed assets stood at Rs. 10,764.55 lacs and net fixed assets Rs. 7,840.63 lacs. Additions during the year amounted to Rs. 1,358.63 lacs which includes Rs. 95.29 lacs as capital work in progress.

7. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 1429.92 lacs. During the year under review, the Company has issued 4,50,000 Equity Shares upon exercise of option to convert equivalent number of Optionally Fully Convertible Warrants (OFCWs) into equivalent number of Equity Shares.

8. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company, together with a Certificate from the S.K. Jain & Co, Practicing Company Secretary confirming compliance forms an integral part of this Report.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, and based on the representation received from the management your Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c. the Directors 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 fraud and other irregularities.

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

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

10. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Dr. S. K. Jain, Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Report of the Secretarial Audit is placed as annexure to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

11. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure to this Report.

12. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors at its meeting held on 27th January, 2015 approved the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, on the recommendations of the CSR Committee. The CSR Policy outlines the CSR vision of your Company.

The Company has not undertaken any CSR activity during the financial year 2014-15 as the Company is in process of indentifying the best alternate for CSR spending. The Company proposes to commence CSR activity during F. Y 2015 - 16.

13. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in the separate section forming part of Annual Report.

14. RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business divisions. Risk management forms an integral part of the Company's planning cycle

15. AUDITORS

Statutory Auditors

The Company's Statutory Auditors M/s. Krishna R. Moondra & Associates, Chartered Accountants hold office till the conclusion of the ensuing Annual General Meeting. However, they have expressed their unwillingness to be reappointed as Statutory Auditors of the Company. M/s. G. M. Kapadia & Co., Chartered Accountants have given their consent for appointment as Statutory Auditors of the Company subject to the approval of the Shareholders at the ensuing General Meeting. M/s. G. M. Kapadia & Co., Chartered Accountants have also confirmed their eligibility to the effect that their appointment if made, could be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for appointment.

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly.

The internal control is exercised through documented policies, guidelines and procedures. It is supplemented by an extensive program of internal audits. The audit observations and corrective action taken thereon are periodically reviewed by the audit committee to ensure effectiveness of the internal control system. The internal control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons.

17. VIGIL MECHANISM

Your company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

18. RELATED PARTY TRANSACTIONS

During the financial year 2014-15, your Company has entered into transactions with related parties as defined under section 2 (76) of the Companies Act, 2013 read with Companies (Specifications of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arm's length basis and in accordance with the provisions of Companies Act, 2013, Rules issued thereunder and Clause 49 of the listing agreement. During the financial year 2014-15, there were no transactions with the related parties which qualify as material transactions under Listing Agreement.

The details of the related party transactions as required under Accounting Standard - 18 are set out in Note No. 2 of Part B - Other Notes to Accounts to the standalone financial statement forming part of this Annual Report.

19. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your company is continuously expanding its manufacturing base, which the company is doing with expansions in Kosamba, Gujarat by incorporating state of art technology and new looms. Your company had purchased a new factory building in Kalyan (Asmeeta Textile Park) in last year & had commenced the production from Apr, 2015 which has led to the expansion in the ribbons and made ups segment. The company has added more new machines which will increase the production capacity by 3 times. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Varun Daga, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

During the Financial Year 2014-15, Shri Pardeep Khosla, was appointed as an Additional Director with effect from 18th July, 2014 he holds his office .till the conclusion of the ensuing Annual General Meeting. The Company has received a Notice in writing from a Member under Section 160 of the Companies Act, 2013 signifying his intention to propose Mr. Pardeep Khosla as candidate for the office of the Director of the Company and accordingly he is being proposed to be appointed as a Director of the Company to be designated as Designated as Independent Non-Executive Director for a five (5) consecutive years upto the conclusion of the Annual General Meeting held in the year 2020.

During the year under review, the members approved the appointments of Shri Balkrishna Patil, Shri Saumil Ushakant Marfatia and Shri Gopikrishna Bilasrai Bubna as Independent Directors who are not liable to retire by rotation. The members have also re-appointed Shri Pankaj Seth as the Managing Director and Smt. Anisha Seth as Whole-Time Director for 3 (three) years commencing from 1st April, 2014 to 31st March, 2017.

Your Company has received declarations from all the independent directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement.

Your Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

Shri Pankaj Seth, Managing Director, Smt. Anisha Seth, Whole Time Director, Shri Mukesh Deopura, Chief Financial Officer and Smt. Neha Poddar, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

21. EMPLOYEES' STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Option Scheme of the Company in accordance with the applicable SEBI Guidelines.

Disclosures with respect to Employees Stock Option Scheme of the Company.

Number of options granted: 1,47,000

Exercise Price: 52,000 options granted at an exercise price of Rs.69.75/- per option, 95,000 options granted at an exercise price of Rs.342/- per option.

Options vested: Nil - The options granted will vest over a period of 2 to 4 years from the date of grant.

Options exercised: Nil - The options are exercisable over a period of one and half years from the date of respective vesting.

22. MEETINGS

During the year Nine Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as "Annexure" to this Report.

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is annexed as Annexure in this Annual Report of your Company.

25. GENERAL

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

1. Details relating to deposits covered under Chapter V of the Act.

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

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

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board of Directors

Place: Mumbai. Pankaj Seth

Dated: 23rd June, 2015 Chairman & Managing Director

Mar 31, 2013

Dear Members,

The Directors are pleased to presenting their 30th Annual Report and the audited accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. in lacs) For the Year ended For the Year ended Particulars 31st March, 2013 31st March, 2012

Sales & Services 12095.32 10,210.74

Other Income 128.60

Proft before interest, depreciation and tax 2486.01 1564.11

Less: Interest 130.51 117.88

Proft before depreciation and tax 2355.50 1446.23

Less: Depreciation 250.21 187.63

Proft before Tax 2105.29 1258.60

Less: Prior Period Items 4.05 0.63

Less: Current Year Income Tax 593.72 284.32

Less: Deferred tax 62.59 71.37

Proft/(Loss) after Tax 1444.93 902.28

Add: Last Year balance in Proft & Loss Account 1409.25 836.24

2854.18 1738.52

Less: Appropriation:

Transferred to General Reserve 250.00 100.00

Proposed Dividend on Equity Shares 132.99

Interim Dividend on Equity Shares 199.49 197.27

Corporate Dividend Tax 54.96 32.00

Balance carried to Balance Sheet 2216.74 1409.25

DIVIDEND

Your Directors had declared and paid an Interim dividend of Rs.1.50/- per Equity Share (15%) on 1,32,99,150 Equity Shares of Rs.10/- each aggregating to Rs.199.49 Lacs for the financial year 31st March, 2013 (against Rs.2.50/- per Equity Share in the previous year). Taking into consideration the profit earned by the Company during the year under report, the Board of Directors of your Company has further recommended a fnal dividend @ Rs.1.00/- per Equity Share (10%) on 1,32,99,150 Equity Shares of Rs.10/- each aggregating to Rs.132.99 Lacs. The dividend, once approved by members in the ensuing Annual General Meeting, will be paid out of the profits of the Company for the year.

The total dividend payout for the year works out Rs.332.48 Lacs @25% (Previous Year @25% i.e. Rs.197.27 Lacs)

ISSUE OF BONUS SHARES

Your Directors have pleasure to inform that the Board of Directors in their Meeting held on 12.07.2012 have issued and allotted 42,33,050 Equity Shares as Bonus Shares in the proportion of 1 (one) Equity Share of Rs.10/- each for every 2 (Two) Equity Shares of Rs.10/- each held to the existing Shareholders of the Company whose name appear in the Register of Members as on the record date as decided by the Board of Directors of the Company and on 16.01.2013 have issued and allotted 2,00,000 Equity Shares as Bonus Shares on account of conversion of Warrants into Equity Shares in the proportion of 1 (one) Equity Share of Rs.10/- each for every 2 (Two) Equity Shares of Rs.10/- each which was kept as reserve.

FINANCIAL PERFORMANCE

The sales of the Company increased to Rs.12095.32 Lacs from Rs.10,210.74 Lacs in the previous year, at a growth rate of 18.46%. The Proft before Depreciation, Interest and Tax increased from Rs.1564.11 Lacs in the preceding financial year to Rs. 2486.01 Lacs in the year under Report. The Profit after tax increased from Rs.902.28 Lacs to Rs.1444.93 Lacs registering an increase of 60.14% over the preceding year due to its expansion of Surratt Factory and thereby increasing the manufacturing capacity, cost control measures and demand of CompanyÂs product in local and export market, etc.

CAPITAL EXPENDITURES

During the year, we capitalized a total amount of Rs.120.84 Lacs. This comprises of Rs.20.34 Lacs for building development, Rs.58.36 Lacs for Purchasing of new machines for Dombivali Factory and Surat Factory and for electrical equipments for new Corporate Office, Rs.7.24 Lacs for Furniture & Fixtures & Fittings, Rs.19.37 Lacs for office equipments and Rs.15.53 Lacs for Vehicles.

INCREASE IN SHARE CAPITAL

During the year, the Company has issued 6,25,440 Equity Shares upon exercise of option to convert equivalent number of Optionally Fully Convertible Warrants (OFCWs) into equivalent number of Equity Shares.

During the year, the Company has issued 44,33,050 Equity Shares as Bonus Shares in the proportion of 1 (one) Equity Share for every 2 (two) Equity Shares held.

As a result of this, the outstanding issued, subscribed and paid-up equity shares increased from 82,40,660 to 1,32,99,150 shares as at 31st March, 2013.

ExPANSION AND FUTURE PLAN

i. The Company is in the process of Expansion of Kosamba Plant by importing new machineries and thereby increasing the manufacturing capacity of the Company.

ii. During the year under Report, the Company has developed new products and designs which has enabled the Company to develop new markets and in catering the existing customers. The introduction of new products and designs has helped the Company to add new customers in different geographical regions and segments.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the CompanyÂs Articles of Association, Shri. Saumil Marfatia and Shri Gopikrishna Bubna will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors recommend passing of the Resolution.

DIRECTORÂS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under:

a. that in the preparation of annual accounts, the applicable Accounting Standards have been followed and there has been no material departures;

b. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the Profit of the Company for that period;

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the Directors have prepared the annual accounts on a ''going concernÂ basis.

AUDIT COMMITTEE

The Audit Committee consists of Shri Gopikrishna Bubna (Chairman), Shri. Saumil U. Marfatia (Member) and Shri Varun Daga (Member).

INVESTORS GRIEVANCE COMMITTEE

The Investors Grievance Committee consists of M r. Gopikrishna Bubna, (Chairman), Mr. Pankaj Seth (Member) and Mr. Saumil U. Marfatia (Member).

REMUNERATION AND COMPENSATION COMMITTEE

The Remuneration Committee was reconstituted on 15th May, 2013 by inducting Shri Pankaj Seth in place of Shri Saumil Marfatia and the reconstituted Remuneration Committee be renamed as Remuneration and Compensation Committee. The reconstituted Remuneration and Compensation Committee comprises of Shri Varun Daga (Chairman), Shri Gopikrishna Bubna (Member) and Shri Pankaj Seth (Member).

CORPORATE GOVERNANCE

In Compliance with Clause 49 of the Listing Agreement with the Stock Exchange, a detailed Corporate Governance Report forms part of the annual report.

The requisite certificate from the Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In Compliance with Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed Management Discussion and Analysis Report forms part of the annual report.

AUDITORS AND AUDITORSÂ REPORT

M/s Krishna R. Moondra & Associates, Chartered Accountants, Mumbai (Statutory Auditors), will retire at the ensuing Annual General Meeting and being eligible are proposed to be reappointed. The Audit Committee recommends the re-appointment of M/s Krishna R. Moondra & Associates Chartered Accountants, as Statutory Auditors of the Company.

The observations of the Auditors in their report, read with the accounts are self-explanatory and therefore do not require further explanation.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Particulars with respect to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the DirectorsÂ Report for the year ended 31st March, 2013 are annexed to this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are required to be set out in the Annexure to the DirectorsÂ Report. However, as per the provisions of Section 219(1) (b) (iv) of the said Act, the annual report, excluding the aforesaid information, is being sent to all the Company members and others entitled thereto. Members interested in obtaining such particulars may write to the Company Secretary at the CompanyÂs Registered Office.

DEPOSITS

The Company did not invite / accept any Fixed Deposits from the public during the year under report.

ACKNOWLEDGEMENTS

Your Board of Directors is pleased to place on record their appreciation of the cooperation and support extended by all India financial institutions, banks, Central and State Government authorities, Customers, Vendors and members during the year under review.

Your Directors also wish to place on record its appreciation of the valuable services rendered by the executives, staff and workers of the Company.

By order of the Board of Directors,

Pankaj Seth

Chairman & Managing Director

Place: Mumbai.

Dated: 15th May, 2013

Registered Office:-

E 27-29, Adi Marzaban

Street (Manglore Street),

S. Bhagat Singh Road,

Ballard Estate,

Mumbai Â 400 038

Mar 31, 2011

The Directors have pleasure in presenting their 28th Annual Report and Audited Accounts for the year ended on 31st March, 2011.

I. FINANCIAL RESULTS:- (In Rs.)

Particulars For the Year ended For the Year ended 31st March, 2011 31st March, 2010

Sales & Services 89,87,96,641 61,68,20,324

Other Income 33,13,933 60,000

PBDIT 14,14,19,439 6,50,63,836

Interest 1,02,82,650 70,91,675

PBDT 13,11,36,789 5,79,72,161

Depreciation 88,75,037 90,09,592

Profit before Tax 12,22,61,753 4,89,62,569

Prior Period Items 11,552 (1,66,495)

Income Tax including FBT and Deferred Tax 4,53,19,919 1,62,34,100

Profit/(Loss) after Tax 7,69,30,282 3,28,94,964

Balance carried to Balance Sheet 8,36,24,460 3,07,03,842

II. DIVIDEND:

An Interim dividend of Re. 1.50/- per Share (Previous year Rs. 1.00 per share) aggregating to Rs. 1,14,99,150/- was declared on 15/10/2010 and paid by Board of Directors during the year.

The Board of Directors recommends Final Dividend of Rs. 2 per share (including Interim Dividend of Rs. 1.5 per share already paid) to be considered as Final Dividend.

III. FINANCIAL PERFORMANCE:

The sales of the Company increased from Rs. 6168.20 Lacs to Rs. 8987.96 Lacs as compared to the last financial year registering an increase of 45.71%. During the year under review the export sales (excluding DEPB Sales and Duty Entitlement) increased to Rs.4866.26 Lacs as compared to Rs. 3306.49 Lacs. The Profit before Depreciation, Interest and Tax increased from Rs.650.63 Lacs in the preceding financial year to Rs. 1414.19 Lac in the year under Report. The Profit after tax increased from Rs. 328.95 Lacs to Rs. 769.30 Lacs registering an increase of Rs.440.35 Lacs over the preceding year due to demand of Companys product in local and export market.

IV. EXPANSION AND DIVERSIFICATION

a. New Fabric Manufacturing Plant at Surat:

The Company has set up a new fabric manufacturing plant at Fair-Deal Textile Part near Surat comprising of 12 Sommet Alpha Automatic Rappier Looms with Staubli Jacquard Looms and 24 RIFA Automatic Shuttleless Dobby Looms to augment its manufacturing capacity. The Company incurred a total cost of Rs. 18.32 crores in setting up the new plant at Surat. The State Bank of India has sanctioned a Term Loan of Rs. 16.10 Crores. The commercial production commenced from 29th September, 2010.

b. 0.60 MW Wind Mill Project at Rajasthan:

The Company setup 0.60 MW Wind Power Project at Rawat Ka Gaon site at village Kotara, District Barmer in the State of Rajasthan at a Capital Cost of Rs. 3.56 Crores. The commercial production from Wind Mill Project commenced from 24th December, 2009. During the year under Report the Company generated 1019398 units from Wind Mill Power Project.

V. AUDIT COMMITTEE

The Audit Committee consists of Independent Directors, namely, Mr. Manoj Kumar Jain (Chairman), Mr. Gopikrishna Bubna (Member) and Mr. Saumil U. Marfatia (Member). The constitution of Audit

Committee meets the requirements of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchange.

VI. INVESTORS GRIEVANCE COMMITTEE

The Investors Grievance Committee consists of Mr. Gopikrishna Bubna, (Chairman), Mr. Pankaj Seth (Member) and Mr. Saumil U. Marfatia (Member).

VII. CORPORATE GOVERNANCE:

Your Companys philosophy is to enhance Stakeholders value by adopting and implementing best of the Corporate Governance Practices. A detailed Report on Corporate Governance Compliance duly certified by the Practicing Company Secretary form part of this Report as Annexure "A".

VIII. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is appended to the Annual Report.

A Management Discussion and Analysis Report also form part of this Report of your Directors as Annexure "B.

IX. DIRECTORS RESPONSIBILITY STATEMENT

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

a. In preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

b. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for that period.

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Directors had prepared the Annual Accounts on a going concern basis.

X. DEPOSITS

The Company did not invite / accept any Fixed Deposits from the public during the year under report.

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

Particulars with respect to conservation of energy, technology, absorption and foreign exchange earnings and outgo, as per Section 217(a)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31st March, 2011 are annexed to this report as Annexure "C".

XII. NOTES ON ACCOUNTS:

The observations of Auditors and Notes on Accounts are self-explanatory.

XIII. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association Mr. Saumil U. Marfatia retires by rotation and being eligible offer themselves for re-appointment. The Board of Directors recommend passing of the Resolution.

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association Mr. Gopikrishna Bubna retires by rotation and being eligible offer themselves for re-appointment. The Board of Directors recommend passing of the Resolution.

XIV. PERSONNEL

The labour relations were satisfactory throughout the year. The Directors wish to place on record their appreciation of the hard work put in by the staff and workers.

XV. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2)(a) OF THE COMPANIES ACT, 1956

During the year under Report Mr. Pankaj Seth, Managing Director of the Company was paid Managerial Remuneration at a rate of Rs. 2,50,000 per month. Total Remuneration paid to Mr. Pankaj Seth during the year 2010-2011 was Rs. 30,00,000/-. Mr. Pankaj Seth is 48 years of age and has a Masters Degree in Management Studies. He has rich experience in trading and export of fancy fabrics of over 22 years. Mr. Pankaj Seth has traveled extensively for exploring new export markets and during his tenure the exports of the Company have registered significant growth.

During the year under Report Mrs. Anisha Seth, Whole Time Director of the Company was paid Managerial Remuneration at a rate of Rs.2,50,000 per month. Total Remuneration paid to Mrs. Anisha Seth during the year 20010-2011 was Rs.30,00,000/-. Mrs. Anisha Seth is 47 years of age and has a Masters Degree in Management Studies. She has rich experience in trading and export of fancy fabrics. Mrs. Anisha Seth has traveled extensively for exploring new export markets and during her tenure the exports of the Company have registered significant growth. /

There is no other Employee to whom the Company has paid monthly salary of Rs. 2,00,000 and above per month during any period of Financial year 2010-2011.

XVI. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Information in accordance with the provisions of Section 217 (1) (e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure "C".

XVII. AUDITORS REMARKS

The Notes to the Accounts and the remarks referred to in the Auditors Report are self -explanatory and therefore do not call for any further comments.

XVIII. AUDITORS

M/s Krishna R. Moondra & Associates, Chartered Accountants Mumbai (Auditors), will retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re- appointment. The Audit Committee recommends the re-appointment of M/s Krishna R. Moondra & Associates Chartered Accountants, as Statutory Auditors of the Company.

XIX. APPRECIATION:

Your Directors wish to place on record their sincere thanks to the various stakeholders such as Banks, Financial Institutions, Central and State Governmental authorities, Customers, Vendors and last but not least to the Shareholders, who supported the Management in turn around of the Company.

By order of the Board of Directors,

PANKAJ SETH MANAGING DIRECTOR

Place: Mumbai. Dated: 03rd May, 2011

Registered Office:-

11, Mehta Chambers, Kalyan Street, P.DMello Road, Masjid (E), Mumbai - 400 009

Mar 31, 2010

The Directors have pleasure in presenting their 27lh Annual Report and Audited Accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

(InRs.)

31st March, 20101 31st March, 2009

Sales & Service 61,68,20,324.00 44,00,72,914.00

Other Income 60,000.00 11,95,089.00

PBDIT 6,66,15,532.00 2,94,64,790.00

Interest 70,91,675.00 65,18,895.00

PBDT 5,95,23,857.00 2,29,45,895.00

Depreciation 90,09,592.00 92,81,757.00

Profit Before Tax 4,89,62,569.00 1,35,39,982.00

Prior Period Items (1,66,495) (11,47,583)

Income Tax including FBT& Deferred Tax 1,62,34,100.00 60,59,896.00

Profit/(Loss) After Tax 3,28,94,964.00 86,27,669.00

Balance carried to Balance Sheet 3,07,03,842.00 64,56,096.00

2. DIVIDEND:

An Interim dividend of Re. 1/- per Share (Previous year Rs. NIL per share) aggregating to Rs. 73,91,100/- was declared and paid by Board of Directors during the year. Dividend tax amounting to Rs. 12,56,118/- has been paid by the Company.

The Board of Directors recommends Interim Dividend to be considered as Final Dividend.

3. FINANCIAL PERFORMANCE:

The sales of the Company increased from Rs. 4400.73 Lacs to Rs. 6168.20 Lacs as compared to the last financial year registering an increase of 40.16%. During the year under review the export sales (excluding DEPB Sales and Duty Entitlement) increased to Rs.3306.49 Lacs as compared to Rs. 2187.75 Lacs. The Profit before Depreciation, Interest and Tax increased from Rs. 294.65 Lacs in the preceding financial year to Rs. 666.15 Lac in the year under Report. The Profit after tax increased from Rs. 86.28 Lacs to Rs. 328.95 Lacs registering an increase of Rs.242.67 Lacs over the preceding year due to demand of Companys product in local and export market.

4 PREFERENTIAL ISSUE OF EQUITY SHARES/WARRANTS

1. The Company has made Preferential Issue of 2,75,000 Equity Shares at a issue price of Rs. 35/- per share (including Premium of Rs. 25/- per share) at an aggregate amount of Rs.96,25,000/-. The said Shares have already been admitted for Listing by Bombay Stock Exchange.

2. The consent of the Members of the Company is being sought for issue of 8,00,000 Optionally Fully Convertible Warrants (OFCWs) to the Promoters at a issue price of Rs. 38/- per OFCW. Each OFCW will be convertible into one Equity Shares of Rs. 10/- each at a price of Rs.38/- per OFCW (including premium of Rs. 28/- per share) within a period of 18 months from the date of allotment at the option of OFCW Holders.

The proceeds from this Preferential Issue shall be used for acquiring additional Land at Surat, acquiring additional office space at Mumbai, working Capital and other corporate purposes.

5. EXPANSION AND DIVERSIFICATION

a. 0.600 MW WIND MILL PROJECT AT RAJASTHAN:

During the year under Report, the Company has setup a 0.600 MW Wind Power Project at Rawat Ka Gaon site at village Kotara, District Banner in the State of Rajasthan at a Capital Cost of Rs. 3.56 Crores. The commercial production from Wind Mill commenced from 24th December, 2009. The Company has also entered into Power Purchase Agreement with Rajasthan Rajya Vidyut Prasaran Nigam Limited, Jodhpur Vidyut Vitran Nigam Limited, Jaipur Vidyut Vitran Nigam Limited and Ajmer Vidyut Vitran Nigam Limited. The above Wind Mill Project is also eligible for CDM benefits (Carbon credit) which is freely tradable in to International market.

b. NEW FABRIC MANUFACTURING PLANT AT SURAT;

The Company is setting up a new fabric manufacturing plant at Fairdeal Textile Park near Surat comprising of 12 Sommet Alpha Automatic Rappier Looms with Staubli Jacquards and 24 RIFA Automatic shuttleless Dobby Looms to augment - its manufacturing capacity. The Project cost for setting up this plant is Rs. 18.43 Crores (approx). The Commercial production is likely to commence from 25th September, 2010. State Bank of India has Sanction a term loan of Rs. 16.10 Crores. After completion of this project, the dependence of out sourcing the requirement of fabrics will reduce to some extend and it will also ensure better quality products supply to both Local and Overseas Customers.

c. FORFEITURE OF NON REFUNDABLE APPLICATION MONEY PAID BY WARRANTS HOLDERS

The Company had received a sum of Rs. 1,28,60,000/- from warrants holders @ 10% of the consideration amount of Rs. 12,86,00,000/- on 40,00,000 warrants issued on 22nd April, 2008 which were convertible into 1 Equity Shares of Rs. 10/- each per warrant at a price of Rs. 32.15 per Shares (including Premium @ Rs.

22.15 per Shares on or before 18th months from the date of allotment i.e. on or before 21st October, 2009.

Since warrants holders did not exercise their option to convert their warrants into Equity Shares, a sum of Rs. 1,28,60,000/- received by the Company as non refundable application money on 40,00,000 was forfeited by the Board.

6. AUDIT COMMITTEE

The Audit Committee was reconstituted by the Board in its Meeting held on 29th September, 2009 and consists of Independent Directors, namely, Mr. Manoj Kumar Jain (Chairman), Mr. Gopikishan Bubna (Member) and Mr. Saumil U. Marfatia (Member). The constitution of Audit Committee meets the requirements of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchange.

7. INVESTORS GRIEVANCE COMMITTEE

The Investors Grievance Committee was reconstituted by the Board in its Meeting held on 29th September, 2009 and consists of Mr. Gopikisha Bubna, (Chairman), Mr. Pankaj Seth (Member) and Mr. Saumil U. Marfatia (Member).

8. CORPORATE GOVERNANCE:

Your Companys philosophy is to enhance Stakeholders value by adopting and implementing best of the Corporate Governance Practices. A detailed Report on Corporate Governance Compliance duly certified by the Practicing Company Secretary form part of this Report as Annexure "A".

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is appended to the Annual Report.

A Management Discussion and Analysis Report also form part of this Report of your Directors as Annexure "B".

10. DIRECTORS RESPONSIBILITY STATEMENT

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

a. In preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

b. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for that period.

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Directors had prepared the Annual Accounts on a going concern basis.

11. DEPOSITS

The Company did not invite / accept any Fixed Deposits from the public during the year under report.

12. PARTICULARS OF ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars with respect to conservation of energy, technology, absorption and foreign exchange earnings and outgo, as per Section 217(a)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31st March, 2010 are annexed to this report.

13. NOTES ON ACCOUNTS:

The observations of Auditors and Notes on Accounts are self-explanatory.

14. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association Mr. Manoj Kumar Jain retires by rotation and being eligible offer themselves for re-appointment. The Board of Directors recommend passing of the Resolution.

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association Mr. Bruce Larry Kieval retires by rotation and being eligible offer themselves for re-appointment. The Board of Directors recommend passing of the Resolution

Mr. Saumil U. Marfatia was appointed as the Additional Director w.e.f. 29th September, 2009 in the Board Meeting held on 29th September, 2009. He holds office upto the date of the ensuing Annual General Meeting. A Notice has been received in writing from the Members proposing his appointment as the Director.

Mr. Balkrishna Patil was appointed as the Additional Director w.e.f. 30th March, 2010 in the Board Meeting held on 30th March, 2010. He holds office upto the date of the ensuing Annual General Meeting. A Notice has been received in writing from the Members proposing his appointment as the Director.

15. PERSONNEL

The labour relations were satisfactory throughout the year. The Directors wish to place on record their appreciation of the hard work put in by the staff and workers.

16. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2)(a) OF THE COMPANIESACT.1956

During the year under Report Mr. Pankaj Seth, Managing Director of the Company was paid Managerial Remuneration at a rate of Rs. 2,50,000 per month. Total Remuneration paid to Mr. Pankaj Seth during the year 2009-2010 was Rs. 30,00,000/-. Mr. Pankaj Seth is 47 years of age and has a Masters Degree in Management Studies. He has rich experience in trading and export of fancy fabrics of over 21 years. Mr. Pankaj Seth has traveled extensively for exploring new export markets and during his tenure the exports of the Company have registered significant growth.

During the year under Report Mrs. Anisha Seth, Director-Marketing of the Company was paid Managerial Remuneration at a rate of Rs.2,00,000 per month from 1st April, 2009 till 3 1stAugust, 2009 and at a rate of Rs.2,50,000/- per month from 01st September, 2009 till 31s1 March, 2010. Total Remuneration paid to Mrs. Anisha Seth during the year 2009- 2010 was Rs.27,50,000/-. Mrs. Anisha Seth is 46 years of age and has a Masters Degree in Management Studies. She has rich experience in trading and export of fancy fabrics. Mrs. Anisha Seth has traveled extensively for exploring new export markets and during her tenure the exports of the Company have registered significant growth.

There is no other Employee to whom the Company has paid monthly salary of Rs. 2,00,000 and above per month during any period of Financial year 2009-2010.

17. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Information in accordance with the provisions of Section 217 (1) (e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure "C".

18. AUDITORS REMARKS

The Notes to the Accounts and the remarks referred to in the Auditors" Report are self explanatory and therefore do not call for any further comments.

19. AUDITORS

M/s Krishna R. Moondra & Associates, Chartered Accountants Mumbai (Auditors), will retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Audit Committee recommends the re- appointment of M/s Krishna R. Moondra & Associates Chartered Accountants, as Statutory Auditors of the Company.

20. APPRECIATION:

Your Directors wish to place on record their sincere thanks to the various stakeholders such as Banks, Financial Institutions, Central and State Governmental authorities, Customers, Vendors and last but not least to the Shareholders, who supported the Management in turn around of the Company.

On Behalf of the Board of Directors

Sd/-

ANISHA SETH

WHOLETIME DIRECTOR

Place: Mumbai

Dated: 21st August, 2010

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