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A Oneindia Venture

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

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Sanrhea Technical Textiles Ltd.

Mar 31, 2024

Your Directors are pleased to present the 41th Annual Report together with the audited financial statement of the company for the year ended on 31st March, 2024.

The summarized financial results for the year ended 31st March, 2024 are as under:

Financial Results:
Particulars	2023-24 ('' in Lakhs)	2022-23 ('' in Lakhs)
Gross Income	6,826.09	6,280.35
Gross Profit	873.24	552.43
Less:
Depreciation	108.60	110.88
Finance Charges	64.49	97.96
Total tax expenses	180.09	89.50
Other Comprehensive Income	(7.24)	(2.86)
Net Profit/(Loss)	512.82	251.23
Balance of P&L Account B/F	1,009.70	801.47
Appropriation:
Transfer to General Reserve	-	-
Appropriation of Dividend	50.00	43.00
Balance of Profit/Loss Carried Forward	1,472.52	1,009.70

Operations

During the year under report, performance of the company is upto the mark. Sales of the Company are '' 6,803.76 Lakh as compare to '' 6,280.35 Lakh in the previous year. Gross Profit of the Company is '' 873.24 Lakh as compare to '' 552.43 Lakh for the previous year. After providing Depreciation, Finance Charges and Taxation, the company has incurred Net Profit of '' 512.82 Lakh. The performance of the year is good as compared to previous year.

Dividend

Your directors have recommended a dividend of 15% ('' 1.50/- per Equity Share of face value of '' 10 each) on the fully paid up Equity Shares out of the profits of the Company for the FY 2023-24. The said dividend, if approved by the shareholders, would result into a cash outflow of '' 75 Lakh.

Transfer to Reserve

We do not propose to transfer any amount to general reserve on declaration of dividend.

Deposits

The Company has not accepted any Deposits from the public and it is therefore not required to comply with the requirement under the Companies (Accounts) Rules, 2014.

Change in Share Capital

During the year under review, there has been no change in the share capital of the company.

Annual Return

As provided under Section 92(3) & 134(3)(a) of the Act, Annual Return for FY 2023-24 is uploaded on the website of the Company and can be accessed at www.sanrhea.com.

Number of Meetings of the Board of Directors and Audit Committee

A calendar of Meetings was prepared and circulated in advance to the Directors.

During the year under review Four Board Meetings were held on 30.05.2023, 14.08.2023, 07.11.2023 and 08.02.2024 respectively. Four Audit Committee Meetings were convened on 30.05.2023, 14.08.2023, 07.11.2023 and 08.02.2024 respectively. Meeting of Nomination and Remuneration Committee, Stakeholders Relationship Committee, Independent Directors'' meeting and CSR Committee meeting were held on 30.05.2023. The intervening gap between the Meetings was within the period prescribed under the rules and regulations applicable to the Company.

Particulars of Loan, Guarantees and Investment

During the year under review, your Company has not made any loans, guarantees or investments under section 186 of the Companies Act, 2013 and rules thereof.

Particulars of Contracts or Arrangements with Related Parties

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company time to time.

During the year, the Company has not entered into any contract or arrangement with related parties which could be considered ''material'' according to the policy of the Company on Materiality of Related Party Transactions.

Your attention is drawn to the Related Party disclosures set out in the Notes forming part of the Account.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars relating to conservation of Energy, Technology Absorption, Foreign exchange earnings and outgo, are given separately in the Annexure hereto and form part of this report as Annexure - I.

Management Discussion and Analysis Report

Management Discussion and Analysis Report is set out in a separate section included in this Annual Report as Annexure - II.

Material changes and commitments affecting the financial position of the company

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

Subsidiaries, Joint Ventures and Associate Companies

During the year under review, Company does not have any subsidiary company and none of the companies has become or ceased to be Company''s subsidiaries, joint ventures or associate companies.

Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies

During the year under review, none of the companies have become or ceased to be Company''s subsidiaries, joint ventures or associate companies, therefore Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is not require to be given.

DirectorsAppointment/Re-appointment

â¢ Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Smt. Tejal Patel (DIN: 01130165), Director will retire by rotation at the ensuing AGM, and being eligible, offer herself for re-appointment in accordance with the provisions of the Companies Act, 2013.

The Directors recommend her re-appointment at the ensuing AGM.

â¢ The Board, based on the recommendation of the Nomination and Remuneration Committee of the Company, appointed Shri Ravishankar Gopal (DIN: 08821784), as an Additional Director in the capacity of Non Executive, Independent Director of the Company with immediate effect for a period of five years, subject to approval of the members of the Company in the ensuing Annual General Meeting.*

The Directors recommend his appointment at the ensuing AGM.

The brief resume of the Directors being appointed/re-appointed, the nature of their expertise in specific functional areas, names of companies in which they hold Directorships, Committee Memberships/ Chairmanships and his shareholding etc., are furnished in the explanatory statement to the notice of the ensuing AGM.

*Note: Point updated after updating draft Board Report.Key Managerial Personnel/Directs

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Shri Tushar Patel : Managing Director

Smt. Teja Patel : Non Executive Director

Shri Mahendrasignh Hada : Executive Director Shri Jasubhai Patel : CFO

Shri Dharmesh Patel : Company Secretary

Declaration by Independent Director

As per the requirements of the Companies Act, 2013, the company being a listed company require to appoint independent Directors being a listed company. Therefore, requirement for obtaining Declaration by the Independent Directors pursuant to section 149(6) Companies Act, 2013 is applicable to the company.

List of the Independent directors

Shri Vimal Ambani Shri Miten Mehta Shri Biren Patel Shri Ravishankar Gopal

The Independent Directors have submitted the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in SEBI.

Directors'' Responsibility Statement

In accordance with the provisions of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Board of Directors states:

1) that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2) that such accounting policies have been selected and applied consistently and judgement and estimates have been made 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, 2024 and of the profit of the Company for the year ended on that date.

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

4) that the annual financial statements have been prepared on a going concern basis;

5) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

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

General Disclosure

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events of this nature, during the year under review:

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

2) Issue of shares (Including sweat equity shares) to employees of the Company under any scheme.

3) Issued any shares under Employee Stock Option Scheme.

4) Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operation in future.

5) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of Act).

6) Change in the nature of business.

7) Application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

8) One time settlement of loan obtained from the banks or financial institutions.

Particulars of Employees

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 employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Managerial Remuneration

Details Of Significant And Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status And Company''s Operations In Future

The Company has not received any significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in Future.

insurance

The Company has taken adequate insurance to cover the risks to its people, plants and machineries, buildings and other assets.

Risk Management Policy

The company has taken sufficient insurance for the properties against risks of fire, strike, riot and earthquake. All the Assets of the company including Inventories, Buildings, Machinery is adequately insured.

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as "Risks". Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks. Audit Committee has been constituted to oversee the risk management process in the Company required under Section 134(3)(n) of the Companies Act, 2013.

Corporate Social Responsibility

During the year under review, as per the Section 135 of the Companies Act, 2013 the provision of Corporate Social Responsibility is not applicable to the company for the financial year 2023-24. However the Company has sent '' 1.51 Lakh towards the CSR activities as per the CSR Policy and as prescribed in Schedule VII to the Companies Act, 2013.

Audit Committee

The Company has constituted the audit committee as per requirement of section 177 of the Companies Act, 2013 read with rule (6) of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 being a Listed company.

Vigil Mechanism

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Company''s Code of Conduct or Ethics Policy.

Nomination and Remuneration Committee

The company has constituted Nomination and Remuneration Committee pursuant to section 178 of the Companies Act, 2013 read with rule (6) of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 being a Listed company. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Board Evaluation

Pursuant to Section 134(3)(p) of the Companies Act, 2013 read with rule 8(4) of the Companies (Accounts) Rules, 2014, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

Corporate Governance

Provision relating to Corporate Governance is not applicable to the company vide SEBI Circular No. CIR/ CFD/POLICY CELL/7/2014 dated 15th September, 2014 and as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, therefore, Corporate Governance report is not forming part of the Annual Report.

Disclosure of accounting treatment in preparation of Financial Statements

The Company follows the guidelines of Accounting Standards referred to in section 133 of the Companies Act, 2013 read with Rule 7 of the Companies Accounts) Rules, 2014 together with Ind AS issued by the Institute of Chartered Accountants of India.

Disclosures under Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2023-24, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31 March, 2024.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed PCS Jitendra Leeya, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure - lV.

Statutory Auditors

M/s. Kantilal Patel & Co., Chartered Accountants (Firm registration number 104744W) was appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 30, 2022. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

The Notes to the financial statements referred in the Auditors'' Report are self-explanatory. The Auditors'' Report is enclosed with the financial statements forming part of this Annual Report.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 is not applicable to the company for the year under review.

Internal Financial Control System

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Auditor places Internal Audit reports before the Board of Directors.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant Audit observations and corrective actions thereon are presented before the Board.

Auditor''s Report

The Auditors'' Report for the financial year 2023-24 does not contain any qualification, reservation or adversere mark. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

Acknowledgement

Your directors place on record their gratitude to the Central Government, State Governments and Company''s Bankers for the assistance, co-operation and encouragement they extended to the company. Your directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

Mar 31, 2023

Your Directors are pleased to present the 40th Annual Report together with the audited financial statement of the company for the year ended on 31st March, 2023.

The summarized financial results for the year ended 31st March, 2023 are as under:

Financial Results

Particulars	2022-23 ('' in Lakhs)	2021-22 ('' in Lakhs)
Gross Income	6,280.35	6857.15
Gross Profit	552.43	816.82
Less:
Depreciation	110.88	94.16
Finance Charges	97.96	97.83
Total tax expenses	89.50	177.60
Other Comprehensive Income	2.86	2.09
Net Profit/(Loss)	251.23	445.14
Balance of P&L Account B/F	801.47	356.33
Appropriation:
Transfer to General Reserve	-	_-
Appropriation of Dividend	43.00
Balance of Profit/Loss Carried Forward	1,009.70	801.47

Operations

During the year under report, performance of the company is upto the mark. Gross Income of the Company is ''6,280.35 Lakh as compare to ''6857.15 Lakh in the previous year. Gross Profit of the Company is ''552.43 Lakh as compare to ''816.82 Lakh for the previous year. After providing Depreciation, Finance Charges and Taxation, the company has incurred Net Profit of ''251.23 Lakh. The performance of the year is satisfactory.

Dividend

Your directors have recommended a dividend of 10% (''1/- per Equity Share of face value of ''10 each) on the fully paid up Equity Shares out of the profits of the Company for the FY 2022-23. The said dividend, if approved by the shareholders, would result into a cash outflow of ''50 Lakh.

Transfer to Reserves

We do not propose to transfer any amount to general reserve on declaration of dividend.

Deposits

The Company has not accepted any Deposits from the public and it is therefore not required to comply with the requirement under the Companies (Accounts) Rules, 2014.

Change in Share Capital

During the financial year 2022-23, The Company has converted remaining 7,00,000 Warrants into 7,00,000 equity shares on March 14, 2023 at an issue price of '' 20.75 ('' 10.75 Premium) each out of total issued 12,10,000 Convertible Equity Warrants. The Share Capital of the Company was increased to ''5,00,00,000/-.

Annual Return

As provided under Section 92(3) & 134(3)(a) of the Act, Annual Return for FY 2022-23 is uploaded on the website of the Company and can be accessed at www.sanrhea.com.

Number of Meetings of the Board of Directors and Audit Committee

A calendar of Meetings was prepared and circulated in advance to the Directors.

During the year under review Six Board Meetings were held on 25.05.2022, 02.08.2022, 02.09.2022, 12.11.2022, 01.02.2023 and 14.03.2023 respectively. Four Audit Committee Meetings were convened on 25.05.2022,

02.08.2022, 12.11.2022 and 01.02.2023 respectively. Meeting of Nomination and Remuneration Committee was held on 25.05.2022. Stakeholders Relationship Committee and Independent Directors'' meeting was held on

25.05.2022. CSR Committee meeting was held on 02.08.2022 and 12.11.2022. The intervening gap between the Meetings was within the period prescribed under the rules and regulations applicable to the Company.

Particulars of Loan, Guarantees and Investment

During the reporting period, your Company has not made any loans, guarantees or investments under section 186 of the Companies Act, 2013 and rules thereof.

Particulars of Contracts or Arrangements with Related Parties

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company time to time.

Your attention is drawn to the Related Party disclosures set out in the Notes forming part of the Account.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars relating to conservation of Energy, Technology Absorption, Foreign exchange earnings and outgo, are given separately in the Annexure hereto and form part of this report as Annexure - I.

Management Discussion and Analysis Report

Management Discussion and Analysis Report is set out in a separate section included in this Annual Report as Annexure - II.

Material changes and commitments affecting the financial position of the company

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

Subsidiaries, Joint Ventures and Associate Companies

During the year under review, Company does not have any subsidiary company and none of the companies has become or ceased to be Company''s subsidiaries, joint ventures or associate companies.

Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies

Directors

Appointment/Re-appointment

Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mahendrasingh Kishansingh Hada (DIN: 09161284), Director will retire by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

The brief resume of the Director being re-appointed, the nature of his expertise in specific functional areas, names of companies in which he hold Directorships, Committee Memberships/ Chairmanships and his shareholding etc., are furnished in the explanatory statement to the notice of the ensuing AGM.

The Directors recommend his re-appointment at the ensuing AGM.

Further the tenure of Shri Tushar Patel as a Managing Director (DIN: 00031632) of the Company, will expire on July 31, 2023. Considering his rich and varied experience in the industry and his involvement in the operations of the Company over a long period of time, as recommended by the Nomination and Remuneration Committee, the Board re-appointed him as the Managing Director for a period of three years w.e.f. August 1, 2023, subject to the approval of Shareholders of the Company at the ensuing AGM.

The brief resume of the Directors being re-appointed, the nature of their expertise in specific functional areas, names of companies in which they hold Directorships, Committee Memberships/ Chairmanships and their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing AGM.

The Directors recommend their re-appointment at the ensuing AGM.

Key Managerial Personnel/Directs

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Shri Tushar Patel : Managing Director

Smt. Tejal Patel : Non Executive Director

Shri Mahendrasingh Hada : Executive Director Shri Jasubhai Patel : CFO

Shri Dharmesh Patel : Company Secretary

Declaration by Independent Director

List of the Independent directors

Shri Vimal Ambani Shri Miten Mehta Shri Biren Patel

Directors'' Responsibility Statement

In accordance with the provisions of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Board of Directors states:

1) that in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2) that such accounting policies have been selected and applied consistently and judgement and estimates have been made 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, 2023and of the profit of the Company for the year ended on that date.

4) that the annual financial statements have been prepared on a going concern basis;

5) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

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

General Disclosure

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

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

2) Issue of shares (Including sweat equity shares) to employees of the Company under any scheme.

3) Issued any shares under Employee Stock Option Scheme.

4) Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operation in future.

6) Change in the nature of business.

7) Application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

8) One time settlement of loan obtained from the banks or financial institutions.

Particulars of Employees

Managerial Remuneration

Details Of Significant And Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status And Company''s Operations In Future

The Company has not received any significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in Future.

Insurance

The Company has taken adequate insurance to cover the risks to its people, plants and machineries, buildings and other assets.

Risk Management Policy

implement business strategies, the manner in which the company operates and reputation as "Risks". Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks. Audit Committee has been constituted to oversee the risk management process in the Company required under Section 134(3)(n) of the Companies Act, 2013.

Corporate Social Responsibility

The Company has focused on several corporate social responsibility programs. The Company continues its endeavour to improve the lives of people and provide opportunities for their holistic development through its initiative in the area of promoting gender equality, empowering women.

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The policy can be accessed at www.sanrhea.com. The Annual Report on CSR activities is annexed herewith and marked as Annexure IV to this Report.

Audit Committee

The Company has constituted the audit committee as per requirement of section 177 of the Companies Act, 2013 read with rule (6) of the Companies (Meetings of Board and its Powers) Rules,2014 and Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 being a Listed company.

Composition of Audit Committee

Name of Director	Designation / Nature of Directorship
Shri Biren Patel	Chairman / Independent Director
Shri Miten Mehta	Member / Independent Director
Shri Tushar Patel	Member / Managing Director

Vigil Mechanism

Nomination and Remuneration Committee

Composition of Nomination And Remuneration Committee

Name of Director	Designation / Nature of Directorship
Smt. Tejal Patel	Chairman / Non-Executive Director
Shri Miten Mehta	Member / Independent Director
Shri Biren Patel	Member / Independent Director

Board Evaluation

Corporate Governance

Disclosures under Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013

During the financial year 2021-22, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31 March, 2023.

Secretarial Audit Report

Statutory Auditors

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 is not applicable to the company for the year under review.

Auditor''s Report

The Auditors'' Report for the financial year 2022-23 does not contain any qualification, reservation or adversere mark. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

Acknowledgement

By order of the Board of Directors For, Sanrhea Technical Textiles Limited

sd/- sd/-

Tushar Patel Tejal Patel

Place : Ahmedabad Managing Director Director

Date : 30.05.2023 (DIN: 00031632) (DIN: 01130165)

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 32nd Annual Report together with the Audited Accounts of the Company for the year ended on 31st March, 2015.

FINANCIAL RESULTS:

2014-2015 2013-2014 (Rs. lacs) (Rs. lacs)

Sales & Other Income 3275.28 2772.23

Gross Profit/(Loss) 243.08 139.78

Less: Depreciation 72.24 78.08

Finance Charges 136.95 118.03

Provision For Taxation . 5.01 -

Net Profit 28.88 (56.33).

Balance of P&L Account B/F 105.66 161.99

Employees Benefits written Back - -

Less: Carrying Value of Fixed Asset (0.64) -

Appropriation:

Transfer to General Reserve - -

Balance of Profit/Loss Carried Forward 133.89 105.66

DIVIDENDS:

Yours directors have not proposed any dividend on Equity Shares of the company, on the ground that the company have overcome from the past losses but looking at the upcoming uncertainty directors recommended to conserve the profit for future events.

OPERATIONS:

During the year Sales and Other Income (Gross) has increased from 73101.18 lacs to 7 3663.25 lacs whereas the company has earned Gross Profit of 7243.08 lacs against previous years Gross Profit, of 7 139.78 lacs. After Depreciation of 772.24 lacs, Finance Charges of 7136.95 lacs and Provision for Taxation of Rs. 5.01 lacs, the company has incurred profit of 7 28.88 lacs. As you would observe, the company has made a turnaround vis-a-vis the previous year and had not only increased its top line substantially, but has also come back into the black. This has been pretty much been contributed on account of the change in the sentiment of the industry and the gradual implementation of the positive steps taken by the new government. Though the first half of the year was slow the turnaround started showing its positive effects from Sep 2014.

However, with the positive attitude and strong mandate of the new government, we envisage a big turnaround of the economy, and the first reflections of the same would be felt by companies linked directly or indirectly with the infrastructure growth of the contrary. The Directors of the company are confident of not only a turnaround in the coming year, but see a strong prospect of growth.

EXPANSION CUM DIVERSIFICATION :

The company, in the year has installed two additional TFO Twisters as well as Four more Rapier Weaving Machines and is waiting an additional two more looms. The company is also intending taking up an exercise to upgrade its Dipping Plant and Sectional Warping Machine. Implementation of all this will not only help increase the total output, but will also help establish higher quality standards, as required by the higher profile customers the company has decided to concentrate on for all future sales. The effects of this should start reflecting in the coming year.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Mr. Tushar Patel, Managing Director & Chief Executive Officer [CEO] was re-appointed as a Managing Director by the board of directors at their meeting held on 29th May 2014, for a period of three years.

Mr. Dhawal Jadhav, Company Secretary holds the office of Key Managerial Personnel.

Mr. Jasubhai Patel, Chief Financial Officer [CFO] also holds the office of Key Managerial Personnel.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have fulfilled the criteria of Independence as defined under section 149(6) of the companies act, 2013 and requisite declarations in terms of section 149(7) of the Act have been received.

Mr. Miten Mehta, Director of the company retires by rotation and being eligible for reappointment offers himself for reappointment

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised a policy relating to appointment of Directors, payment of managerial remuneration. Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors hereby make the following statement in terms of Section 134 (3)(c) and 134 (5) of the Companies Act, 2013 with respect to Directors' Responsibility.

We confirm that:

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

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2015 and of the profit 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, 2013, 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;

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

CORPORATE GOVERNANCE

The Company has been pro-active in following the principles and practices of good Corporate Governance.

Provision of clause 49 relating to Corporate Governance and Management Discussion & Analysis are not applicable to the company vide SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 and therefore, Corporate Governance report and Management Discussion 8i Analysis are not forming part of the Annual Report.

FIXED DEPOSITS:

Fixed Deposit from the shareholders as at the end of the accounting year aggregate to Rs. Nil. The company has adhered to rules and regulations as per Companies (Acceptance of Deposits) Rules and the Companies Act, 2013

RELATED PARTY TRANSACTIONS

All transactions entered by the Company with related parties were in the ordinary course of business and at Arm's Length basis. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. The details of the transactions with related parties are given in the financial statements.

BOARD MEETINGS

During the year, four meetings of the Board of Directors were held.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

REMUNERATION POLICY

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement.

PARTICULARS OF EMPLOYEES AND REMUNERATION 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 employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting.

In terms of the provisions of Section 197of the Companies Act, 2013 read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure forming part of the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure forming part of the Annual Report.

Having regard to the provisions of Section 136(1) read with its relevant provisio of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during Working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee and free of cost.

AUDITORS REPORT:

The observations of the auditors are explained where ever necessary in appropriate notes to the Accounts and needs no further explanation. However, your directors wish to inform you that diminution in the value of investment is of short term nature and therefore, no provision has been made.

AUDITORS:

The auditors of the company M/s. Kantilal Patel & Co., Chartered Accountants [Firm Registration No: 104744W] retires and being eligible, offers themselves for reappointment.

SECRETARIAL AUDITOR

The Company has appointed M/s. SPANJ & Associates, Company Secretaries to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed with this report in Annexure-B.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Details of the same are provided in the Management Discussion and Analysis Report attached to this report.

The Internal Auditors reviews the efficiency and effectiveness of the systems and procedures. The Audit Committee approves and reviews the internal audit plan for the year.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed with this report in Annexure-C.

INDUSTRIAL RELATIONS

The employee relations have remained cordial throughout the year and industrial harmony was maintained. Measures for the safety, training and development of the employees continued to receive top priority. The Directors wish to place on record their appreciation of the valuable contribution made by the employees of the Company at all levels towards the performance and growth of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the financial statements.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings.

Areas on which the Committees of the Board were assessed induded degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, research and development, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 is given in the Annexure-A forming part of this Report.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the support extended by Bankers and Government Officers. Your Directors also place on record their deep appreciation of the services rendered by the Officers, staff and workers of the company at all levels. Your Directors also acknowledge the continued invaluable support extended by you - our shareholders- and the confidence that you have placed in the company.

For & On behalf of the Board

Date : 29/05/2015 TUSHAR PATEL Place: Ahmedabad MANAGING DIRECTOR

Mar 31, 2014

Dear Members:

The Directors have pleasure in presenting the 31st Annual Report together with the Audited Accounts of the Company for the year ended on 31st March, 2014.

FINANCIAL RESULTS:

2013-2014 2012-2013 (Rs.lacs) (Rs.lacs)

Sales & Other Income 2772.23 2900.08

Gross Profit/(Loss) 139.78 227.27

Less : Depreciation 78.08 84.80

Finance Charges 118.03 114.03

Provision For Taxation - 10.39

Net Profit (56.33) 18.05

Balance of P&L Account B/F 161.99 143.94

Employees Benefits written Back - -

Appropriation:

Transfer to General Reserve - -

Balance of Profit/Loss Carried Forward 105.66 161.99

DIVIDENDS :

Yours directors have not proposed any dividend on Equity Shares of the company, due to loss in the current year.

OPERATIONS :

During the year Sales and Other Income has decreased from Rs. 2900 lacs to Rs.2772 lacs whereas the company has earned Gross Profit of Rs. 140 lacs against previous years G.P. of Rs. 227 lacs. After Depreciation of Rs. 78 lacs and Finance Charges Rs. 118 lacs the company has incurred Net Loss of Rs. 56 lacs. The performance of the year has been pretty much like the previous year, and we have not been able to attain the growth envisaged. As you are aware the condition of the economy has pretty much been the same, and there were no positive actions on behalf of the government that could bolster the situation of the Infrastructure and Automotive industry, effectively stagnating all prospects of any company in the industry. In fact, most of the Cement, Steel, Automotive and Auto Component companies in India have been running at under capacity.However, with the positive attitude and strong mandate of the new government, we envisage a big turnaround of the economy, and the first reflections of the same would be felt by companies linked directly or indirectly with the infrastructure growth of the contrary. The Directors of the company are confident of not only a turnaround in the coming year, but see a strong prospect of growth.

MANAGEMENT DISCUSSION AND ANAYSIS ON STRATEGY, OUTLOOK AND MARKET :

As determined last year, the company''s efforts continue to establish its presence in the overseas markets. Initial supplies have been made to a number of new and prospective customers, and the company is hopeful of building this up further in the coming year. The company continues its stand on establishing at least 30% of its sales in the Conveyor Belting segment in the offshore markets.As regard to the sales of the company''s Chafer Fabric to various tyre companies, the companies product has been well establishes both at Apollo Tyres as well as BKT Tyres, and regular supplies have commenced. The companies Chafer Fabric is now being supplied to Apollo''s plants, both in Gujarat as well as Kerela, and trial supplies have been made to the plant at Chennai. The company is hopeful of increasing the volumes with both these customers in the coming year. In fact, the company is actively developing various newer and specialised grades of Chafer Fabrics with Apollo Tyres. The company has also already started the sampling and approval process at Birla Tyres and ATG Tyres. In the Square Woven Fabric segment, the Brake Diaphragm Fabrics supplied by the company to Megha Rubber Technologies Ltd, have got approved at TVS Sundaram Industries and the initial two supplies have been made. The company is hopeful of increased volumes with the TVS group, as well as sees prospects of developing additional specialised products for them. The growth prospects for all the products in the segment look good.The company, in the year concerned participated in the Tech Textile India at Mumbai. Since the fair was organised and promoted by Messe Frankfurt, the company got its presence identified to a very large cadre of international visitors.

EXPANSION CUM DIVERSIFICATION :

The Company hopes to consolidate and establish growth targets in the year to come. The Directors see a very strong prospect for the company in the coming years, as the effectiveness of the positive governance of the new government are felt.

DIRECTORS:

As per the provisions of section 149 of the Companies Act, 2013, which has come into force with effect from 1st April, 2014, an Independent Director shall hold office for a term up to five consecutive years on the board of a company and is not liable to retire by rotation. In Compliance with the provisions of section 149 read with Schedule IV of the act, Mr. Miten Mehta, Mr. Ishwarlal Patel and Mr. Vimal Ambani have been recommended to be appointed as Independent Directors of the company for a term of five years. In the opinion of the Board, they fulfil the conditions specified in the act and the rules made there under for appointment as Independent Directors and are Independent of the Management. Details of the proposal for appointment of Independent Directors are mentioned in the explanatory statement under Section 102 of the companies act, 2013 of the notice of the Annual General Meeting.The Independent Directors have fulfilled the criteria of Independence as defined under section 149(6) of the companies act, 2013 and requisite declarations in terms of section 149(7) of the Act have been received. Mr. G. Ravi Shankar, Director of the company retires by rotation and being eligible for reappointment offers himself for reappointment

DIRECTORS'' RESPONSIBILITY STATEMENT - The Board of Directors states :

1) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

3) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4) that the Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES :

There is no employee of the Company drawing total remuneration in excess of limits prescribed by section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees), Rules, 1975. As amended by notification no.179 dated 31st march, 2011

CORPOTRATE GOVERNANCE:

Your directors are pleased to inform you during the year provisions relating to the Corporate Governance as per listing Agreement have become applicable and have complied with the various requirements a report along with certificate is attached forming part of this report. The company has also laid down code of conduct for Board members and Senior management of the company.

FIXED DEPOSITS:

Fixed Deposit from the shareholders as at the end of the accounting year aggregate to Rs. Nil. The company has adhered to rules and regulations as per Companies (Acceptance of Deposits) Rules and the Companies Act, 2013.

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

A statement showing the required particulars in accordance with the companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 read with provisions of section 217(1) (e) of The Companies Act, 1956 is annexed forming part of this report.

AUDITORS REPORT :

The observations of the auditors are explained where ever necessary in appropriate notes to the Accounts and needs no further explanation. However, your directors wish to inform you that diminution in the value of investment is of short term nature and therefore, no provision has been made.

AUDITORS:

The auditors of the company M/s. Kantilal Patel & Co., Chartered Accountants [Firm Registration No: 104744W] retires and being eligible, offers themselves for reappointment.

ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the support extended by Bankers and Government Officers. Your Directors also place on record their deep appreciation of the services rendered by the Officers, staff and workers of the company at all levels. Your Directors also acknowledge the continued invaluable support extended by you - our shareholders- and the confidence that you have placed in the company.

For & On behalf of the Board

Date : 29/05/2013 TUSHAR PATEL Place : Ahmedabad MANAGING DIRECTOR

Mar 31, 2013

Dear Members:

The Directors have pleasure in presenting the 30thAnnual Report together with the Audited Accounts of the Company for the year ended on 31st March, 2013.

FINANCIAL RESULTS:

2012-2013 2011-2012 (Rs.lacs) (Rs.lacs)

Sales & Other Income 2900.08 2736.70

Gross Profit/(Loss) 227.27 258.28

Less: Depreciation 84.80 76.56

Finance Charges 114.03 106.86

Provision For Taxation 10.39 2.48

Net Profit 18.05 72.38

Balance of P&L Account B/F 143.94 71.56

Employees Benefits written Back - -

Appropriation:

Transfer to General Reserve - -

Balance of Profit/Loss Carried Forward 161.99 143.94

DIVIDENDS :

Yours directors have not proposed any dividend on Equity Shares of the company, for conservation of profit for future year.

OPERATIONS :

The year in concern has been one more inflicted by the fallouts of political instability primarily on account of scams related to the power and mining sector, which directly hit the business in the company''s largest product segment Â Conveyor Belting Fabrics. Unfortunately, due to this, the company could not achieve the higher targeted performance. During the year Sales and Other Income has increased from Rs. 2737 lacs to Rs.2900 lacs whereas the company has earned Gross Profit of Rs. 227 lacs against previous years G.P. of Rs. 258 lacs. After Depreciation of Rs. 85 lacs, Finance Charges Rs. 114 lacs, and provision for taxes of Rs. 10 lacs the company has earned Net Profit of Rs. 18 lacs. Your directors are , however, optimistic of achieving better results in the coming year and are confident of a continued growth both in the sales as well as the profit of the company.

MANAGEMENT DISCUSSION AND ANAYSIS ON STRATEGY, OUTLOOK AND MARKET :

Bearing in mind the experience with the local market and effects on it on account of external national economic and political circumstances, the company, though foreseeing a very strong long term future prospect in its product line, took a call on diversifying its sales into the offshore markets. The company in the year has exported its Conveyor Belting Fabric to Iran, UAE and is actively perusing sampling with customers in Russia, S. Arabia, and S. Africa.. The company has decided to establish at least 30% of its sales in the Conveyor Belting segment in the offshore markets.As regard to the sales of the company''s Chafer Fabric to various tyre companies, the initial commercial supplies of fabric to both Apollo Tyres as well as BKT

Tyres have gone thru well and the company hopes to establish continuous volume supplies in the coming year. The company has also exported its first container of Chafer Fabric to Belarus. The company ultimately targets a minimum monthly presence of 25 - 30 tons in this segment. In the Square Woven Fabric segment, the company continues to be the principal vendor of Brake Diaphragm Fabrics to Megha Rubber Technologies Ltd which took over Sundaram Auto Components Ltd. Post takeover; the company sees a new surge in the company''s business and sees a strong prospect of growth in volumes to this segment. The company further is continuing its efforts to further establish this product segment in the overseas markets. The company, in the year concerned participated in the Rubber Expo Â Mumbai and got exposure to a lot of new customers. Active sampling is going on with new customers, both in India as well as in Sri Lanka and Turkey, in the square woven fabric segment as well as Chafer.

EXPANSION CUM DIVERSIFICATION :

The Company hopes to see effects of the expansion completed last year in the coming year, as it has also been able to establish the required working capital limits with the bank, for this expansion.

DIRECTORS:

Mr. Vimal Ambani, Director of the company retires by rotation and being eligible for reappointment offers himself for reappointment

DIRECTORS'' RESPONSIBILITY STATEMENT -SECTION 217 (2AA) OF THE COMPANIES ACT, 1956 :

The Board of Directors states :

1) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

3) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4) that the Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES :

There is no employee of the Company drawing total remuneration in excess of limits prescribed by section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees), Rules, 1975. As amended by notification no.179 dated 31st march, 2011

CORPOTRATE GOVERNANCE :

Your directors are pleased to inform you during the year provisions relating to the Corporate Governance as per listing Agreement have become applicable and have complied with the various requirements a report along with certificate is attached forming part of this report. The company has also laid down code of conduct for Board members and Senior management of the company.

FIXED DEPOSITS:

Fixed Deposit from the shareholders as at the end of the accounting year aggregate to Rs. Nil. The company has adhered to rules and regulations as per Companies (Acceptance of Deposits) Rules and the Companies Act, 1956.

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

A statement showing the required particulars in accordance with the companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 read with provisions of section 217(1) (e) of The Companies Act, 1956 is annexed forming part of this report.

AUDITORS REPORT :

The observations of the auditors are explained where ever necessary in appropriate notes to the Accounts and needs no further explanation. However, your directors wish to inform you that diminution in the value of investment is of short term nature and therefore, no provision has been made.

AUDITORS:

The auditors of the company M/s. Kantilal Patel & Co., Chartered Accountants [Firm Registration No: 104744W] retires and being eligible, offers themselves for reappointment.

ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the support extended by Bankers and Government Officers. Your Directors also place on record their deep appreciation of the services rendered by the Officers, staff and workers of the company at all levels. Your Directors also acknowledge the continued invaluable support extended by you - our shareholders- and the confidence that you have placed in the company.

For & On behalf of the Board

Date:29/05/2013 TUSHAR PATEL

Place : Ahmedabad MANAGING DIRECTOR

Mar 31, 2012

Dear Members:

The Directors have pleasure in presenting the 29thAnnual Report together with the Audited Accounts of the Company for the year ended on 31st March, 2012.

FINANCIAL RESULTS:

2011-2012 2010-2011 (Rs.lacs) (Rs.lacs)

Sales & Other Income 2736.70 2677.62

Gross Profit/(Loss) 258.28 259.83

Less:

Depreciation 76.56 52.56

Finance Charges 106.86 108.02

Provision For Taxation 2.48 1.97

Net Profit 72.38 97.28

Balance of P&L Account B/F 71.56 (25.72)

Employees Benefits written Back - -

Appropriation:

Transfer to General Reserve - -

Balance of Profit/Loss Carried Forward 143.94 71.56

DIVIDENDS:

Yours directors have not proposed any dividend on Equity Shares of the company, for conservation of profit for future year.

OPERATIONS :

In spite of a rather turbulent year your directors are pleased to inform you that the company has been able to maintain its operations at a satisfactory level and achieve profit in year under review. During the year Sales and Other Income has increased from Rs. 2678 lacs to Rs.2737 lacs whereas the company has earned Gross Profit of Rs. 258 lacs against previous years G.P. of Rs. 260 lacs. After Depreciation of Rs. 77 lacs, Finance Charges Rs. 107 lacs, and provision for taxes of Rs. 2 lacs the company has earned Net Profit of Rs. 72 lacs. Your directors are optimistic of achieving better results in the coming year and are confident of a continued growth both in the sales as well as the profit of the company. The year in preview was a year in which we saw an unprecedented depreciation of the rupee. Since almost all the raw material of the company is imported, and the effective rise in costs were not entirely passable to the customers, the company''s profitability got adversely affected. Besides due to various external factors, the year saw a slowdown in the growth of the Power, Coal Mining, and steel Industry. This too affected the demand and the prices of Conveyor Belting Fabric, which is the main product of the company.

MANAGEMENT DISCUSSION AND ANAYSIS ON STRATEGY, OUTLOOK AND MARKET :

As earlier, the main product of the company continues to be Belting Fabrics. The Company''s Belting Fabrics continue to find supreme acceptance amongst the finest of Conveyor Belt manufacturers in India like Ms. Phoenix Conveyor Belt India Pvt. Ltd., which happens to be the premier manufacturer of Conveyor Belts in India, and a part of the globally reputed Continental Group.-Sanrhea continues to be their prime fabric vendor. Over the year the Company''s Polyester-Nylon blended Belting Fabrics have gained tremendous acceptability and have been in big demand across the country. The Company proposes to majorly concentrate on this segment in all its future growth within the Belting Fabric segment. The company sees a continued growth in this segment into the future, both in the Domestic as well as the International market. The Company has started active dialogues with various overseas Conveyor-Belt manufacturers, and is confident of establishing good business overseas in the coming year.We are further happy to inform you that after having got its initial approval of Chafer Fabrics for Tyres at Ceat, Apollo and BKT, supplies of semi-commercial trial rolls have been made to these valued customers, and the full commercial approval of our company as a regular vendor is awaited. The company ultimately targets a minimum monthly presence of 25 tons in this segment. In the Square Woven Fabric segment, the company continues to be the principal vendor of Brake Diaphragm Fabrics to Sundaram Auto Components Ltd. The company has further made its first commercial export of the same fabric and hopes to establish this product in the international market on a continuous basis. Further, the company continues its development and marketing work in this segment of Square woven fabrics and is confident of growth , not only from its various existing customers in India, but also from new customers overseas. Though the company currently continues to be under pressure of margins, due to external factors like the Erratic World petroleum pricing, Exchange Fluctuations and Political led Economic Instability, the company foresees a strong and secure growth in the year to come and onwards.

EXPANSION CUM DIVERSIFICATION :

The Company has just completed its expansion and has now taken the plant capacity from a monthly 100 tons to 150 tons of fabric. Though this was anticipated to be completed in the beginning of the year, delay in arranging finance led to a delay in the completion of the said expansion. The Company hopes to see effects of this in the coming year.

DIRECTORS:

Mr. Ishwarlal Patel, Director of the company retires by rotation and being eligible for reappointment offers himself for reappointment

DIRECTORS'' RESPONSIBILITY STATEMENT -SECTION 217 (2AA) OF THE COMPANIES ACT, 1956 :

The Board of Directors states :

1) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

3) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4) that the Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES :

There is no employee of the Company drawing total remuneration of Rs.24,00,000 p.a. or Rs.2,00,000 p.m. as required U/S 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees), Rules, 1975.

CORPOTRATE GOVERNANCE :

Your directors are pleased to inform you during the year provisions relating to the Corporate Governance as per listing Agreement have become applicable and have complied with the various requirements a report along with certificate is attached forming part of this report. The company has also laid down code of conduct for Board members and Senior management of the company.

FIXED DEPOSITS:

Fixed Deposit from the shareholders as at the end of the accounting year aggregate to Rs. Nil. The company has adhered to rules and regulations as per Companies (Acceptance of Deposits) Rules and the Companies Act, 1956.

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

A statement showing the required particulars in accordance with the companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 read with provisions of section 217(1) (e) of The Companies Act, 1956 is annexed forming part of this report.

AUDITORS REPORT :

The observations of the auditors are explained where ever necessary in appropriate notes to the Accounts and needs no further explanation. However, your directors wish to inform you that diminution in the value of investment is of short term nature and therefore, no provision has been made.

AUDITORS:

The auditors of the company M/s. Kantilal Patel & Co., Chartered Accountants [Firm Registration No: 104744W] retires and being eligible, offers themselves for reappointment.

ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the support extended by Bankers and Government Officers. Your Directors also place on record their deep appreciation of the services rendered by the Officers, staff and workers of the company at all levels. Your Directors also acknowledge the continued invaluable support extended by you - our shareholders- and the confidence that you have placed in the company. For & On behalf of the Board

Date : 29/05/2012 TUSHAR PATEL

Place: Ahmedabad MANAGING DIRECTOR

Mar 31, 2011

Dear Members:

The Directors have pleasure in presenting the 28thAnnual Report together with the Audited Accounts of the Company for the year ended on 31st March, 2011.

financial results:

2010-2011 2009-2010 (Rs.Lacs) (Rs.lacs)

Sales & Other Income 2677.31 1834.94

Gross Profit/(Loss) 259.83 203.14

Less:

Depreciation 52.56 43.79

Finance Charges 108.00 70.66

Provision For Taxation 1.97 0.60

Net Profit 97.28 88.09

Balance of P&L Account B/F (25.72) (113.81)

Employees Benefits written Back - -

Appropriation:

Transfer to General Reserve - -

Balance of Profit/Loss Carried Forward 71.56 25.72

dividends :

Yours directors have not proposed any dividend on Equity Shares of the company, for conservation of profit for future year.

operations :

Your directors are pleased to inform you that the company has been able to maintain satisfactory level of growth and has been able to achieve profit in year under review. During the year under review Sales and Other Income has increased from at Rs.1834.94 lacs to Rs.2677.31 lacs whereas the company has earned Gross Profit of Rs.259.83 lacs against previous years G.P. of Rs.203.14 lacs. After Depreciation of Rs. 52.56 lacs, Finance Charges Rs. 108.02 lacs, and provision for taxes of Rs.1.97 lacs the company has earned Net Profit of Rs. 97.28 lacs. Your directors are optimistic of achieving better results in the coming year and are confident of a continued growth both in the sales as well as the profit of the company.

management discussion and anaysis on strategy, outlook and market :

As of last year the main product of the company continues to be Belting Fabrics. However, due to the successful implementation of the In-House RFL Dipping Plant and the envisaged increase in the plant capacity, a strong concentration has been on the development and marketing of value added RFL Dipped Fabrics, that would go towards the production of various rubber products like diaphragms and inflatable''s. The Company''s Belting Fabrics continue to find supreme acceptance amongst the finest of Conveyor Belt manufacturers in India. In-fact the company won the award as the Best Fabric Supplier from Ms. Phoenix Yule Ltd., which happens to be the premier manufacturer of Conveyor Belts in India, and a part of the globally reputed Continental Group. Ms. Phoenix Yule has made Sanrhea their principal fabric vendor and the company is confident of increasing its business with us in future as we enhance our capacity. The company sees a continued growth in this segment into the future, both in the Domestic as well as the International market.I am further happy to inform you that your company has got its initial approval of Chafer Fabrics for Tyres at MRF, Ceat, Apollo, and BKT. On completion of the expansion the company is confident of starting commercial business with these Tyre giants within the coming year. The company continues support of regular business with Ms. Modi Continental and Ms. Innovative Tyres.In the Square Woven Fabric segment, the company''s Brake Diaphragm Fabric is well established at Sundaram Auto Components Ltd. Various other specialised High Value products have been established by the company for customers like Zenith Rubber Products Pvt Ltd., Rubber Products Ltd. and Unirub Ltd. and the company is confident that volumes would go up in this segment in the coming future. The company sees substantial growth in this product segment too. With the growth of the Indian Economy and the major shift of purchases of the Western Worlds from India and S.E Asia, the Company foresees a continued growth for its production into the next few years. However, as seen in the second half of the last year, the company continues to be under pressure of margins, as the world petroleum crisis has lead to a surge in all raw material prices, to an effect that are difficult to pass on in the same proportion.

expansion cum diversification :

Towards the targeted expansion of the company, we did experience a delay, primarily on account of the Bank delaying the approval and sanction of the project. However, the company from its internal accruals has already purchased and installed a new Sectional Warping Machine and is confident of completing the purchase and installation of the additional weaving machines by Sep 2011. This expansion will take the plant capacity from a monthly 100 tons to 150 tons of fabric.The company has also successfully converted its Dipping Plant to run on CNG (Compressed Natural Gas), which is not only a cheaper and environment friendly form of energy, but is supplied by pipe by Ms Sabarmati Gas Ltd.

DIRECTORS:

Mr. Miten Mehta, Director of the company retires by rotation and being eligible for reappointment offers himself for reappointment

DIRECTORS'' RESPONSIBILITY STATEMENT-SECTION 217 (2AA) OF THE COMPANIES ACT, 1956 :

The Board of Directors states :

1) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

3) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4) that the Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES :

There is no employee of the Company drawing total remuneration of Rs.24,00,000 p.a. or Rs.2,00,000 p.m. as required U/S 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees), Rules, 1975.

CORPOTRATE GOVERNANCE:

Your directors are pleased to inform you during the year provisions relating to the Corporate Governance as per listing Agreement have become applicable and have complied with the various requirements a report along with certificate is attached forming part of this report. The company has also laid down code of conduct for Board members and Senior management of the company.

fixed deposits:

Fixed Deposit from the shareholders as at the end of the accounting year aggregate to Rs. Nil. The company has adhered to rules and regulations as per Companies (Acceptance of Deposits) Rules and the Companies Act, 1956.

conservation of energy, technology absorption and foreign exchange earnings and outgo:

A statement showing the required particulars in accordance with the companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 read with provisions of section 217(1) (e) of The Companies Act, 1956 is annexed forming part of this report.

auditors REPORT :

The observations of the auditors are explained where ever necessary in appropriate notes to the Accounts and needs no further explanation. However, your directors wish to inform you that diminution in the value of investment is of short term nature and therefore, no provision has been made in the accounts.

AUDITORS:

The auditors of the company M/s. Kantilal Patel & Co., Chartered Accountants retires and being eligible, offers themselves for reappointment.

acknowledgement:

Your Directors would like to express their appreciation for the support extended by Bankers and Government Officers. Your Directors also place on record their deep appreciation of the services rendered by the Officers, staff and workers of the company at all levels. Your Directors also acknowledge the continued invaluable support extended by you - our shareholders- and the confidence that you have placed in the company.

For & On behalf of the Board

Place : Ahmedabad Tushar M. Patel

Date : May 28, 2011 Managing Director

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