Directors Report of Shree Bhavya Fabrics Ltd.

Mar 31, 2024

Your Directors have great pleasure in presenting the 36^th Annual Report together with the Audited
statements of Accounts of your Company for the financial year ended on 31^st March, 2024.

> FINANCIAL SUMMARY:

The Highlights of the financial performance of the Company during the period ended March 31^st, 2024:

(Amount in Lacs)

Particulars	Financial Year 2023-24	Financial Year 2022-23
Revenue from operations	17059.00	19,408.03
Other income	44.29	74.47
Total Revenue	17,103.28	19,482.49
Expenses
a) Cost of Material Consumed	8,092.52	7,929.40
b) Purchase of stock in trade	367.68	610.95
c) Changes in inventory of finished goods, stock in trade and WIP	(1,113.70)	834.38
d) Employee benefits expense	677.26	658.40
e) Finance costs	762.12	736.07
f) Depreciation and amortization expense	86.21	86.45
g) Other expenses	7976.75	8441.60
Total Expenses	16,848.84	19,297.25
Profit/ (Loss) before tax	254.44	185.24
Tax expense:
(a) Current tax expense	60.00	53.00
(b) T ax charge relating to earlier periods	-2.39	-1.32
(c) Deferred tax	3.88	-20.27
Total Tax Expenses	61.50	31.41
Profit / (Loss) for the year	192.95	153.83
Earnings per share (face value Rs.10/-) Basic & Diluted	2.03	01.62

> OPERATIONS REVIEW:

The Company’s total revenue from operations during the financial year ended 31st March 2024 were Rs.
17,059.00 Lacs as against Rs. 19,408.03 Lacs of the previous year representing decrease of
approximately about 2,349.03 Lacs over the corresponding period of the previous year with total
expenses of Rs. 16,848.84 Lacs (previous year of Rs. 19,297.25 Lacs)

The Company has made Net Profit of Rs. 192.95 Lacs as against Rs. 153.83 Lacs of the previous year.
The EPS of the Company for the year 2023-24 is Rs. 2.03.

A detailed discussion on performance and outlook appears as part of Management Discussion and
Analysis attached to this report.

> TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to the ‘General Reserve’ and
entire amount of profit for the year forms part of the ‘Retained Earnings’.

> DIVIDEND:

No dividend has been recommended in respect of the financial year ended 31^st March, 2024 and the entire
surplus be ploughed back to the business to meet the needs for additional finance for capital
expenditure.

> EXPORTS:

During the financial year, the Company has achieved export sales of Rs. 260.51 Lakhs (previous year of
Rs. 314.20 Lakhs).

> DEPOSIT:

The Company has neither accepted nor invited any deposit from public, falling within the ambit of Section
73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

> SHARE CAPITAL:

During the year under review there is no change in share capital of the Company.

The Authorised Share Capital of the Company as at 31^st March, 2024 stood at Rs.10,00,00,000/-and the
Paid-up Equity Share Capital of the Company as at 31^st March, 2024 stood at Rs.9,50,00,000/-

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:

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

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme
including Employee Stock Option Scheme.

c. Provision of money by company for purchase of its own shares by employees or by trustees for the
benefit ofemployees.

During the year under review, the Company has not issued any Share Capital.

> REPORTING OF FRAUD:

During the year under review there was no instance of any fraud which has been reported by any auditor
to the audit committee or the board.

> SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES COMPANIES:

During the year under review, the Company does not have any Subsidiary, Joint Venture (JV) or Associates
Company.

> DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Board of Directors consists of 5 (Five) members, of which 3 (Three) are Independent Directors. The
Board also comprises of one woman Independent Director.

> Key Managerial Personnel (KMP):

As per the provisions of Section 203 of the Companies Act, 2013, Mr. Purushottam R. Agarwal, Chairman
and Managing Director, Mr. Kishan M. Yadav, Director and Chief Financial Officer and Mr. Chetan Jain,
Company Secretary are the Key Managerial Personnel of the Company.

> Retirement of Director by Rotation:

In accordance with the provisions of section 152 (6) of the Act and in terms of the Articles of Association
of the Company, Mr. Purushottam R. Agarwal, Managing Director [DIN: 00396869] will retire by rotation
at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Mr. Purushottam R. Agarwal, Managing Director [DIN:
00396869]) as Director of the Company liable to retire by rotation.

> Declaration by Independent Directors:

All Independent Directors have given declarations that they meet the criteria of Independence as laid down
under Section 149 (6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The terms and conditions of the Independent Directors are
incorporated on the website of the Company www.shreebhavyafabrics.com

> Profile of Directors seeking Appointment/Re-appointment:

As required under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, particulars of Directors
seeking appointment/ re-appointment at the ensuing Annual General Meeting are annexed to this notice
convening Thirty Fifth Annual General Meeting. None of the Directors of the Company is disqualified for
being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

> NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:-

During the year under review 8 (Eight) Board Meetings were convened and held as per the details below:-

Sr No.	Dates of Board Meetings
01.	13.04.2023
02.	29.05.2023
03.	20.06.2023
04.	10.08.2023
05.	19.10.2023
06.	09.11.2023
07.	03.01.2023
08.	12.02.2024

The intervening gap between the two meetings was within the period prescribed under the Companies
Act, 2013.

During the year, your Company has complied with applicable Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI).

The details of the meetings are furnished in the Corporate Governance Report which forming part of this
Annual Report.

> COMMITTEES OF THE BOARD OF DIRECTORS:

Your Company has several Committees which have been established as part of the best Corporate
Governance practices and are in compliance with the requirements of the relevant provisions of applicable
laws and statutes.

The Company has following Committees of the Board of Directors:

♦ Audit Committee

♦ Stakeholder’s Relationship Committee

♦ Nomination and Remuneration Committee

The details with respect to the compositions, powers and terms of reference and other information of
relevant committees are given in details in the Corporate Governance Report which forming parts of this
Annual Report.

> POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Company has a Nomination and Remuneration Committee. The Committee reviews and recommend
to the Board of Directors about remuneration for Directors and Key Managerial Personnel and other
employee up to one level below of Key Managerial Personnel. The Company does not pay any
remuneration to the Non-Executive Directors of the Company. Sitting fee is paid as per the policy of the
company for attending the Meetings of the Board of Directors and Committees of the Board.
Remuneration to Executive Directors is governed under the relevant provisions of the Act and approvals.

The Company has devised the Nomination and Remuneration Policy for the appointment, re-appointment
and remuneration of Directors, Key Managerial. All the appointment, re-appointment and remuneration of
Directors and Key Managerial Personnel are as per the Nomination and Remuneration Policy of the
Company.

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

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning
and Outgo, required under Section 134 (3) (m) of the Companies Act, 2013 forms part of this Annual
Report as Annexure-I.

> ANNUAL RETURN OF THE COMPANY:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013
read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft
Annual Return of the Company for the Financial Year ended on 31^st March 2024 in Form MGT-7 will be
uploaded on website of the Company and can be accessed at www.shreebhavyafabrics.com.

> CORPORATE GOVERNANCE REPORT:

The Company has taken adequate steps to adhere to all the stipulations laid down under Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report
on Corporate Governance included as a part of this Annual Report is given in Annexure-II.

A certificate from the Practicing Company Secretary of the company confirming the compliance with the
conditions of Corporate Governance as stipulated under Reg. 27 & 34 the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this Annual
Report.

> MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as stipulated under
Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is presented in the separate section forming part of this Annual Report.

> CORPORATE SOCIAL RESPONSIBILITY:

In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies (Accounts) Rules, 2014,
the Company has not require to formulate and implement any Corporate Social Responsibility Initiatives
as the said provisions are not applicable to the Company during the year under review.

> INSURANCE:

Assets of your Company are adequately insured against various policies.

> MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which
has occurred between the end of financial year as on 31^st March, 2024 and the date of Director’s Report

i.e. 14.08.2024.

> LISTING WITH STOCK EXCHANGE:

The Company’s shares are listed on the BSE Limited (BSE) at P. J. Towers, Dalal Street, Mumbai 400001.
The Company has paid the Annual Listing Fees for the year 2024-25 to BSE Limited.

> VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The
policy enables the employees to report to the management instances of unethical behavior, actual or
suspected fraud or violation of Company’s Code of Conduct. Further the mechanism adopted by the
Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate
safe guards against victimization of Whistle Blower who avails of such mechanism and also provides for
direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil
mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been
denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available
on the website of the Company www.shreebhavyafabrics.com.

> RISK MANAGEMENT POLICY:

The Company has a structured risk management policy. The Risk management process is designed to
safeguard the organization from various risks through adequate and timely actions. It is designed to
anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks
are inventoried and integrated with the management process such that they receive the necessary
consideration during decision making. It is dealt with in greater details in the management discussion
and analysis section.

> SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on
prevention, prohibition and redressal of sexual harassment at workplace 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.

> BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Regulation 25 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was
prepared after taking into consideration of the various aspects of the Board’s functioning, Compos ition of
the Board and Committees, culture, execution and performance of specific duties, obligation and
governance. The performance evaluation of the Independent Directors was completed.

During the financial year under review, the Independent Directors met on 12^TH February 2024 inter-alia, to
discuss:

♦ Performance evaluation of Non-Independent Directors and Board of Directors as a whole;

♦ Performance evaluation of the Chairman of the Company;

♦ Evaluation of the quality of flow of information between the Management and Board for effective
performance by the Board.

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

> COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The company has complied with all the provisions of Secretarial Standards on Board Meetings and
General Meetings issued by the Institute of Company Secretaries of India.

> DIRECTORS’ RESPONSIBILITY STATEMENT:

As stipulated in Section 134(3) (c) read with sub section 5 of the Companies Act, 2013, Directors
subscribe to the “Directors’ Responsibility Statement”, and confirm that:

a) In preparation of annual accounts for the year ended 31^st March, 2024, the applicable accounting
standards have been followed and that no material departure shave been made from the same;

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 year;

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 for the year ended 31^st March, 2024 on going
concern basis.

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

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.

> PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of Loans, Guarantees or Investments covered under the provisions of section 186 of the
Companies Act, 2013 made during the year under review are disclosed in the financial statements.

> PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

Remuneration Ratio of Directors/ KMP/ Employees:

Name	Designation	Remuneration Paid		Increase in remunera tion from previous year (Rs.)	Ratio/ Times per Median of employee remuneration
		FY 2023-24 (Rs.)	FY 2022-23 (Rs.)
Mr. Purushottam R. Agarwal	Managing Director (MD)	3 6,02,400	36,02,400	0	0
Mr. Jagdish S. Kanzariya	Company Secretary (CS)		5,01,055	11,355	0.02%
Mr. Chetan Jain	Company Secretary (CS)	5,57,100	-	-	-
Mr. Kishan M. Yadav	Chief Financial Officer (CFO)	0	0	0	0

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

a) Employed throughout the year :Nil

b) Employed for part of the year :Nil

The numbers of permanent employees as on rolls of Company are 140 as on 31^st March, 2024.

The remuneration paid to all Key management Personnel was in accordance with remuneration policy
adopted by the Company.

> CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered during the financial year were in the Ordinary course
of business of the Company and were on arm’s length basis. There were no materially significant related
party transactions entered by the Company with its Promoters, Directors, Key Managerial Personnel or
other persons which may have potential conflict with the interest of the Company.

All Related Party transactions are placed before the Audit Committee for approval, wherever applicable.
Prior omnibus approval for normal business transactions is also obtained from the Audit Committee for
the related party transactions which are of repetitive nature and accordingly the required disclosures are
made to the Committee on quarterly basis in terms of the approval of the Committee. The details of Related
Party Transactions are given in the notes to the financial statements. The policy on Related Party
Transactions as approved by the Board of Directors is uploaded on the website of the Company
www. shreebhavyafabrics. com

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the
Companies Act, 2013, as prescribed in Form AOC-2. Annexure III.

> INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has laid down the set of standards, processes and structure which enables to implement
internal financial control across the Organization and ensure that the same are adequate and operating
effectively. To maintain the objectivity and independence of Internal Audit, the Internal Auditor reports to
the Chairman of the Audit Committee of the Board.

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

> SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

> AUDITORS AND AUDITOR’S REPORT:

The current Statutory Auditors of the Company are M/s. Nahta Jain & Associates., Chartered
Accountants, Ahmedabad (Firm Registration No. 106801W) who have been appointed as Statutory
Auditors of the Company at the 34^th Annual General Meeting held on September 27^th, 2022, for a term of
five (5) consecutive financial years from the conclusion of the 34^th Annual General Meeting till the
conclusion of 39^th Annual General Meeting.

The Auditors’ Report does not contain any qualification, reservation, or adverse remark on the financial
statements for the financial year ended March 31^st, 2024. The Notes on financial statements referred to in
the Auditors’ Report are self-explanatory and do not call for any further comments.

> INTERNAL AUDITORS:

M/s. Kamal M. Shah & Co., Chartered Accountants, Ahmedabad has been appointed as Internal Auditors
of the Company for FY 2023-24. Internal Auditors are appointed by the Board of Directors of the
Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor
reports their findings on the Internal Audit of the Company, to the Audit Committee on a quarterly basis.
The scope of internal audit is approved by the Audit Committee.

> SECRETARIAL AUDITOR AND 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 M/s Mukesh H.
Shah & Co, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company
for FY 2023-24.

The Secretarial Audit Report issued by them for the financial year ended March 31^st, 2024, is attached as
Annexure IV to this Report.

The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks.
During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any
instances of frauds committed in the Company by its officers or employees, to the Audit Committee under
Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

> COST AUDITORS:

Pursuant to provisions of Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other
applicable provisions, if any, of the Companies Act, 2013, the Board of Directors had, on recommendation
of the Audit Committee, re-appointed Kiran J. Mehta & Co., Cost Accountants, Ahmedabad, as the Cost
Auditor of the Company for the financial year 2024-25, on the remuneration terms as approved by the
members at the last Annual General Meeting held on 25^th September 2023.

The Cost Audit report for the financial year 2023-24 was filed within the due date. The due date for
submission of the Cost Audit Report for the financial year 2023-24 is within 180 days from 31^st March,
2023.

The Board has re-appointed M/s Kiran J. Mehta & Co., Cost Accountants, Ahmedabad for the Financial
Year 2024-25 as a Cost Auditor of the Company in the Board meeting held on 30^th May, 2024, after
obtaining its willingness and eligibility letter for appointment as Cost Auditor of the Company. As
required under the Act and Rules made thereunder, the remuneration payable to the Cost Auditor is
required to be placed before the Members in a general meeting for ratification. Accordingly, a resolution
seeking ratification by members for the remuneration payable to Kiran J. Mehta & Co. is included in the
Notice convening 36 ^th Annual General Meeting of the Company.

> WEBSITE OF YOUR COMPANY

Your Company maintains a website www.shreebhavyafabrics.com where detailed information of the
Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 has been provided.

> DETAILS OF APPLICATIONS MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending under the
Insolvency and Bankruptcy Code, 2016.

> DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans from the Bank or Financial
Institutions.

> 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 Companies Act, 2013.

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 ESOS.

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.

> APPRECIATION:

Your Directors express their gratitude for the dedicated services put in by all the employees of the
Company.

> ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the continued co-operation and support
extended to the Company by financial institutions, banks, and customers during the year under review.
The Directors also thank the Company’s vendors, investors, business associates, Stock Exchanges,
Government of India, State Government and various departments and agencies for their support and co¬
operation.

PLACE: AHMEDABAD By Order of the Board of Directors

DATE: 14.08.2024 of SHREE BHAVYA FABRICS LIMITED

SD/-

[PURUSHOTTAM R. AGARWAL]

Registered Office: Chairman & Managing Director

Survey No. 170, Opp. Advance Petrochem Ltd., DIN: 00396869

Pirana Road, Piplej, Ahmedabad- 382405,

Gujarat, INDIA.

CIN: L17119GJ1988PLC011120

---

Mar 31, 2015

Dear Members,

Your Directors have great pleasure in presenting the 27th Annual Report together with the Audited Statements of Accounts of your Company for the financial year ended on 31st March, 2015.

FINANCIAL PERFORMANCE:

Summarized financial highlights of the Company as follows:

(Rupees in Thousand)

Particulars 2014-15 2013-14

Total Income 2462557.449 2354738.092

Total Expenditure 2456862.857 2348622.645

Profit/(loss) before Interest, 111936.275 102420.151 Depreciation and Tax

Interest 81061.475 73094.880

Depreciation 25180.208 23209.824

Profit/ (Loss) before Tax 5694.592 6115.447

Less Provision for Taxation 1631.658 2601.092 (Inc. FBT, Differed Tax)

Profit/ (Loss) after Tax 4062.934 3594.443

Basic & Diluted Earnings per share 0.43 0.38 (EPS) Rupees

OPERATIONS:

The Company's total revenue from operations during the financial year ended 31st March 2015 were Rs.24625.58 Lacs as against Rs.23547.38 Lacs of the previous year representing increase of approximately about 4.58% over the corresponding period of the previous year with total expenses of Rs.24568.63 lacs (previous year of Rs.23486.23 lacs). The Company has earned Net Profit of Rs.40.63 Lacs as against net profit of Rs.35.94 Lacs of the previous year after considering Depreciation and Provision for Tax and other adjustments. The EPS of the Company for the year 2014-2015 is Rs.0.43. The Company is looking forward to infuse additional working capital in the business of the Company in order to carry out the operation of the Company smoothly and your Directors hopeful for better results in coming years.

CHANGE OF NAME OF THE COMPANY:

During the year under review, the name of the Company has been changed from ANJANI DHAM INDUSTRIES LIMITED to SHREE BHAVYA FABRICS LIMITED vide AGM dated 30.09.2014 and Fresh Certificate consequent upon change of name was issued by the Registrar of Companies, Gujarat on 10.11.2014.

DIVIDEND:

No dividend has been recommended in respect of the financial year ended 31st March, 2015 and the entire surplus be ploughed back to the business to meet the needs for additional finance for capital expenditure.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE REPORT:

tYour Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. A certificate from the Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to BSE where the Company's Shares are listed.

FIXED DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

During the year under review there is no change on share capital of the Company.

SUBSIDIARY COMPANY

The Company does not have any subsidiary.

DIRECTORS & KMP:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Pursuant to Section 152(6) of the Companies Act, 2013, Mr. Purshottam R. Agarwal retires by rotation at the forthcoming Annual General Meeting and being eligible, he offers himself for reappointment.

Pursuant to the provisions of the section 161 of the Companies Act, 2013 read with the Articles of Association of the Company, Ms. Vaishali Soni is appointed as Additional Director and she shall hold office only up to the date of this Annual General Meeting. The Company has received a notice in writing along with requisite deposit pursuant to section 160 of the Companies Act, 2013 proposing appointment of Ms. Vaishali Soni as a Director of the Company. Your board has recommended appointment of Ms. Vaishali Soni as an independent Director not liable to retire by rotation for a period of 5 years.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the year under review 8 (Eight) Board Meetings were convened and held. The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013. The details of the meetings are furnished in the Corporate Governance Report which is attached as part of this Report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure-A, in Form MGT-9 and is attached to this Report.

AUDITORS AND AUDITORS' REPORT:

M/s. Nahta Jain & Associates, Chartered Accountants of Ahmedabad retires at the ensuing Annual General Meeting and being eligible, they offer themselves for re-appointment. Your Company has received letter from M/s. Nahta Jain & Associates, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 read with rules made thereunder and that they are not disqualified for such appointment.

Your Directors recommend the re-appointment of M/s. Nahta Jain & Associates, Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of this AGM till the conclusion of 32nd AGM of the Company to be held in the year 2020.

The Board has duly reviewed the Statutory Auditors' Report on the Accounts. The observations and comments, appearing in the Auditors' Report are self-explanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under section 134 of the Act.

INTERNAL AUDITORS

M/s. Kamal M. Shah & Co., Chartered Accountants of Ahmedabad performs the duties of internal auditors of the Company and their report is reviewed by the audit committee from time to time.

SECRETARIAL AUDITORS AND 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 M/s. Mukesh H. Shah & Co., Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure-B.

COST AUDITORS:

Your Company has appointed M/s. Kiran J. Mehta & Co., Cost Auditors of Ahmedabad, holding Firm Registration No.000025 to conduct audit of cost records of the Company for the year ended 31 March, 2016.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

ADDITIONAL DISCLOSURES:

In line with the requirements of the Listing Agreement with the Stock Exchanges and Accounting Standard of the Institute of Chartered Accountants of India, your Company has made additional disclosures in the notes on accounts for the year under review in respect of Related Party Transactions, Deferred Tax Liability, etc.

RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. However, there were material related party transactions in terms of clause 49 of the listing agreement. All material related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements.

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

The details of Loans, Guarantees or Investments covered under the provisions of section 186 of the Companies Act, 2013 made during the year under review are disclosed in the financial statements.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

Remuneration Ratio of Directors/ KMP/ Employees:

Name Designation Remuneration Paid FY 2014-15 FY 2013-14

Purshottam R. Agarwal CMD 2500000 0

Name Increase in Ratio/ Times per remunerationfrom Median of previous year employee remuneration

Purshottam R. Agarwal 2500000 10.08/ 09.92

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

a) Employed throughout the year : Nil

b) Employed for part of the year : Nil

The number of permanent employees on the rolls of Company: 97 as on 31 March, 2015.

The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the Company.

BUSINESS RISK MANAGEMENT:

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

COMMITTEES OF BOARD:

Details of various committees constituted by the Board of Directors as per the provision of Clause 49 of the Listing Agreement and Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace 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 2014-15, the Company has not received any complaints on sexual harassment.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

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(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure-C.

INSURANCE:

The Company has made necessary arrangements for adequate insuring of interests in various properties.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5)) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment 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 31,2015 and of the profit of the Company for the year ended on that date;

c) 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;

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

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

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

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support, co-operation and assistance given by them to the Company and their confidence reposed in the management.

For and on behalf of the Board For, SHREE BHAVYA FABRICS LIMITED

PLACE: AHMEDABAD. DATE: 12.08.2015

[PURSHOTTAM R. AGARWAL] DIN:00396869 CHAIRMAN & MD

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Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting the 26th Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2014.

FINANCIAL PERFORMANCE : [Amount in Lacs]

Particulars For the year For the year ended 31.3.2014 ended 31.3.2013

Revenue from operations 23501.01 23426.13

Other Income 46.37 33.73

Depreciation 232.10 277.13

Profit/(Loss) before Taxation 61.15 58.05

Provision for taxation current year 19.83 38.91

Net Profit/(Loss) after Tax 35.94 38.76

Earning per Share [EPS] 0.38 0.41 (face value of Rs. 10/-)

RESUME OF PERFORMANCE

The Company''s total revenue from operations during the financial year ended 31st March 2014 were Rs.23547.38 Lacs as against Rs.23459.86 Lacs of the previous year. Total expenses of were Rs.23486.23 lacs (previous year of Rs.23401.82 lacs). The Company has made Net Profit of Rs.35.94 Lacs as against Rs.38.76 Lacs of the previous year after considering Depreciation and Provision for Tax and other adjustments. The EPS of the Company for the year 2013-2014 is Rs.0.38. The Company is looking forward to infuse additional working capital in the business of the Company in order to carry out the operation of the Company smoothly. The overall results of the Company are satisfactory looking to present scenario and computation in the market.

DIVIDEND:

The Board is of the view that the Company should utilize its funds towards debt repayment and improving its working capital to the maximum extent possible. Accordingly, the directors do not recommend any dividend for the year ended March 31,2014. The Director submits that this will increase Shareholders'' value in long term.

CORPORATE GOVERNANCE REPORT:

Your Company perceives Corporate Governance as an endeavor for transparency and a wholehearted approach towards continuous enhancement of shareholders'' value. Your Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. Further, the Board of Directors of your Company constituted a Committee known as Corporate Governance Committee, which recommends the best practices in the Corporate Governance.

A separate report on Corporate Governance along with Auditors'' Certificate on compliance with the Corporate Governance norms and stipulated in Clause 49 of the Listing Agreement, forming part of this report is annexed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS:

Industry structures relating to the Company''s activity is performing well in economy. The Company has obtained various order (domestic and exports) during the financial year 2013-14. Growth of the Industry is providing the opportunity to overcome the threat of increasing cost and competition for the Industry. The Audit Committee of the Company has regularly reviewed internal Control System of the Company.

A separate report on management discussion and analysis is annexed herewith.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

Pursuant to Section 152(6) of the Companies Act, 2013, Mr. Pursottam R. Agarwal retires by rotation at the forthcoming Annual General Meeting. Being eligible, he offers himself for reappointment.

Pursuant to Sections 149, 152 and any other applicable provisions of the Companies Act, 2013, Mr. Devendrakumar B. Nathani and Mr. Ramniwas Pandia, have been appointed as Independent Directors to hold office for five consecutive years.

AUDITORS AND THEIR REPORTS:

Auditors, M/s. Nahta Jain & Associates, Chartered Accountants of Ahmedabad retires at the ensuing Annual General Meeting and being eligible, they offer themselves for re-appointment. Pursuant to the new requirement of Section 139(1) of the Companies Act, 2013, the Board has recommended the reappointment of M/s. Nahta Jain & Associates, Chartered Accountants as Statutory Auditors of the Company for the financial year 2014-15. The Auditors have given a Certificate to the effect that the reappointment, if made, will be within the prescribed limits specified under section 141 of the Companies Act, 2013 (erstwhile Section 224(1 B) of the Companies Act, 1956).

The observations made by the Auditors'' in their Auditors'' report and the notes appearing in the accounts with regard to it are self-explanatory and do not requires further clarification by the Board.

ADDITIONAL DISCLOSURES:

In line with the requirements of the Listing Agreement with the Stock Exchanges and Accounting Standard of the Institute of Chartered Accountants of India, your Company has made additional disclosures in the notes on accounts for the year under review in respect of Related Party Transactions, Deferred Tax Liability, etc.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

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

Information pursuant to 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 relating to the foregoing matters is given hereunder.

a) Conservation of energy Rs. 1493.49 lacs b) Technology absorption, research & development Rs. Nil c) FOREIGN EXCHANGE EARNINGS AND OUTGO: Foreign Exchange Earnings during the year Rs. Nil Foreign Exchange Outgo during the year Rs. Nil

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under section 134(5) of the Companies Act, 2013, (erstwhile Section 217 (2AA) of the Companies Act, 1956) we hereby state that:-

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

ii) we have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 date;

iii) we 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;

iv) we have prepared the annual accounts on going concern basis

ACKNOWLEDGEMENT:

Your Directors would like to acknowledge the continued support and co-operation from its Bankers, Government Bodies, customers, shareholders and Business Associates which has helped the Company to sustain its growth even during these challenging times and hope that same will continue in future.

For and on behalf of Board For, ANJANI DHAM INDUSTRIES LIMITED

PLACE: AHMEDABAD. DATE: 07.08.2014

(PURUSHOTTAM R. AGARWAL) CHAIRMAN & MANAGING DIRECTOR

---

Mar 31, 2010

The Directors have great pleasure in presenting the 22nd Annual Report together with the Audited statements of Accounts of your Company for the financial year ended on 31st March 2010.

FINANCIAL RESULTS:

(Amount in Lacs)

Particulars Financial Year Financial Year 2009-10 2008-09

Sales 22762.16 16907.60

Depreciation 451.89 464.88

Profit/(Loss) before Taxation 84.07 367.76

Provision for taxation current year 66.00 150.00

Profity(Loss) after Tax 39.22 234.42

Add. Balance Brought forward from Previous year 1052.42 818.00

Amount available for Appropriation 1091.65 1052.42

Less: Proposed Dividend on Equity Shares Nil Nil

Less: Dividend Tax Nil Nil

Balance transferred to Balance Sheet 1091.65 1052.42

OPERATIONS:

During the year under review, the Companys total Sales was Rs. 22762.16 lacs as against the previous year sales of Rs. 16907.60 lacs. The Company has earned net profit of Rs.39.22 lacs as against the previous net profit of Rs. 234.42 lacs after providing depreciation of Rs. 451.89 and provision for taxation (current year) of Rs. 66.00 lacs for the financial year ended on 31st March, 2010.

OUTLOOK FOR THE CURRENT YEAR 2009-10

Yours Directors and top management have taken all measures to improve upon the performance of the

Company by increasing revenues in finance and securities market as well as infrastructure activities. The Company is also in the process of implementing various cost effective measures to improve the operating margins. The management of the Company is planning to introduce new system of work control for effective results and also initiate a special Customer Relationship Module (CRM). For this, a special Business Process Department shall be set up.

DIVIDEND:

The Board is of the view that the Company should utilize its funds towards debt repayment and improving its working capital to the maximum extent possible. Accordingly, the directors do not recommend any dividend for the year ended March 31, 2010. The director submits that this will increase Shareholders value in long term.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

Mr. Radheshyam T Agarwal Director of the Company who retires by rotation at the ensuing Annual General Meeting, being eligible and offers him-self for re-appointment.

Mr. Purshottam R. Agarwal was appointed as Additional Director of the Company with effect from 04.12.2009 is eligible for re-appointment as director of the Company at the forthcoming Annual General Meeting.

Ms. Anjani R. Agarwal and Mr. Ramniwas K. Pandya were appointed as Additional Director of the Company with effect from 28.12.2009 are eligible for re-appointment as director of the Company at the forthcoming Annual General Meeting.

Mr. Mukesh H. Agarwal, Director and Mr. Rambhagat R. Agarwal, Managing Director were resigned with effect from 05.10.2009 and 02.11.2009 respectively. The Board takes on record the valuable contributions made by them.

AUDITORS AND THEIR REPORTS:

Auditors of the Company M/S. Nahta Jain & Associates, Chartered Accountants, Ahmedabad retires at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. The Shareholders are requested to appoint the auditors and fix their remuneration.

The observations made by the Auditors in their Auditors report and the notes appearing in the accounts with regard to it are self-explanatory and do not requires further clarification by the Board.

ADDITIONAL DISCLOSURES:

In line with the requirements of the Listing Agreement with the Stock Exchanges and Accounting Standard of i the Institute of Chartered Accountants of India, your Company has made additional disclosures in the notes on accounts for the year under review in respect of Related Party Transactions, Deferred Tax Liability, etc.

CORPORATE GOVERNANCE REPORT:

Your Company perceives Corporate Governance as an endeavor for transparency and a wholehearted approach towards continuous enhancement of shareholders value. Your Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. Further, the Board of Directors of your Company constituted a Committee known as Corporate Governance Committee, which recommends the best practices in the Corporate Governance.

A separate report on Corporate Governance along with Auditors Certificate on compliance with the Corporate Governance norms and stipulated in Clause 49 of the Listing Agreement, forming part of this report is annexed herewith.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217{2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

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

Information pursuant to 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 relating to the foregoing matters is given hereunder.

a) Conservation of energy Rs. 10,56,34,658

b) Technology absorption, research & development Rs. 71,394

c) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings during the year Rs. -

Foreign Exchange Outgo during the year Rs. 3,23,84,080

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

iii) 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;

iv) the Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

Your Directors acknowledge their valuable contribution and appreciate the co-operation received from the bankers, customers and financial institutions for their continued assistance and support extended to the Company.

Your Directors also express their appreciation to all the employees of the Company for their sustained contribution throughout the period.

Yours Directors wish to thank the shareholders for their continued support, encouragement and the confidence reposed in the Management.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

place: ahmedabad. Chairman DATE: 01.08.2010

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Mar 31, 2009

The Directors have great pleasure in presenting the 21 st Annual Report together with the Audited statements of Accounts of your Company for the financial year ended on 31st March 2009.

FINANCIAL RESULTS:

(Amount in Lacs)

Particulars Financial Year Financial Year 2008-09 2007-08

Sales 16907.60 8704.47

Depreciation 464.88 376.02

Profit/(Loss) before Taxation 367.76 337.11

Provision for taxation current year 150.00 120.00

Profit/(Loss) after Tax 234.42 218.72

Add. Balance Brought forward from Previous year 818.00 599.28

Amount available for Appropriation 1052.42 818.00

Less: Proposed Dividend on Equity Shares Nil Nil

Less: Dividend Tax Nil Nil

Balance transferred to Balance Sheet 1052.42 818.00

OPERATIONS:

During the year under review, the Companys total sales was Rs. 16907.60 lacs as against the previous year sales of Rs. 8704.47 lacs. The Company has earned net profit of Rs.234.42 lacs as against the previous net profit of Rs. 218.72 lacs after providing depreciation of Rs. 464.88 lacs and provision for taxation (current year) of Rs. 150.00 lacs for the financial year ended on 31st March, 2009.

OUTLOOK FOR THE CURRENT YEAR 2009-10

Yours Directors and top management have taken all measures to improve upon the performance of the Company by increasing revenues in finance and securities market as well as infrastructure activities. The Company is also in the process of implementing various cost effective measures to improve the operating margins. The management of the Company is planning to introduce new system of work control for effective results and also initiate a special Customer Relationship Module (CRM). For this, a special Business Process Department shall be set up.

DIVIDEND:

The Directors regret their inability to recommend any dividend for the year in order to conserve the resources of the company.

FIXED DEPOSIT-

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

Mr. Mukesh H. Agarwal, Director of the Company who retires by rotation at the ensuing Annual General Meeting, being eligible and offers him-self for re-appointment.

Mr. Devendrakumar B. Nathani was appointed as Additional Director of the Company with effect from 31.08.2009 is eligible for re-appointment as director of the Company at the forthcoming Annual General Meeting.

Mr. Krishnakant B. Goyal and Mahavev M. Kharwal have resigned from the Board w.e.f. 29.11.2008 and 31.07.2009 respectively. The Board takes on record the valuable contributions made by them.

AUDITORS:

Auditors of the Company, M/S. NAHTA JAIN & ASSOCIATES, CHARTERED ACCOUNTANTS, AHMEDABAD retires at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. The Shareholders are requested to appoint the auditors and fix their remuneration.

AUDITORS REPORT:

The observations made by the Auditors in their Auditors report and the notes appearing in the accounts with regard to it are self-explanatory and do not requires further clarification by the Board.

ADDITIONAL DISCLOSURES:

In line with the requirements of the Listing Agreement with the Stock Exchanges and Accounting Standard of the Institute of Chartered Accountants of India, your Company has made additional disclosures in the notes on accounts for the year under review in respect of Related Party Transactions, Deferred Tax Liability, etc.

CORPORATE GOVERNANCE REPORT:

Your Company perceives Corporate Governance as an endeavor for transparency and a wholehearted approach towards continuous enhancement of shareholders value. Your Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. Further, the Board of Directors of your Company constituted a Committee known as Corporate Governance Committee, which recommends the best practices in the Corporate Governance.

A separate report on Corporate Governance along with Auditors Certificate on compliance with the Corporate Governance norms and stipulated in Clause 49 of the Listing Agreement, forming part of this report is annexed herewith.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

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

Information pursuant to 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 relating to the foregoing matters is given hereunder.

a) Conservation of energy Rs. 146479172/-

b) Technology absorption, research & development Rs. 828468/-

c) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings during the year Rs. 3058938/-

Foreign Exchange Outgo during the year : Rs. 24415894/-

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that: i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

iii) 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;

iv) the Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

Your Directors acknowledge their valuable contribution and appreciate the co-operation received from the bankers, customers and financial institutions for their continued assistance and support extended to the Company.

Your Directors also express their appreciation to all the employees of the Company for their sustained contribution throughout the period.

Yours Directors wish to thank the shareholders for their continued support, encouragement and the confidence reposed in the Management.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

PLACE: AHMEDABAD. [RADHESHYAM T. AGARWAL]

DATE: 01.09.2009 Chairman