Directors Report of Shri Bholanath Carpets Ltd.

Mar 31, 2024

Your Directors have pleasures in submitting their 51st Annual report of the company along with the
Audited Financial Statements for the year ended 31st March, 2024.

FINANCIAL RESULTS:

Particulars	2023-24	2022-23
	(Rs. In	(Rs. In
	Thousand)	Thousand)
Revenue from Operations	179088.59	174142.67
Revenue from other income	3582.55	3578.62
Total Revenue from Operation	182671.14	177721.29
Profit before Tax	1456.01	1201.35
Less: Tax Expenses
Current tax	526.90	474.42
Deferred tax	148.34	162.07
Interest on Self-assessment tax	-	-
Earlier Tax Short/ (Excess) Provision	-	14.59
Profit / Loss after Tax	1077.45	874.41
EPS	0.22	0.18

PERFORMANCE REVIEW/BRIEF OF WORKING DURING THE YEAR:

During the year under review your Company achieved total revenue of Rs. 18,26,71,140/- including
other income. The Company is in line of business to manufacturing of carpets.

DIVIDEND:

In order to conserve the reserve for a sustainable future, your Company do not recommend any
dividend on Equity Shares for the year under review.

RESERVES

The Boards proposed to credit the current year profit to the reserve.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year there have been no changes at the Board level.

DEPOSITS:

During the year, Company has not invited/accepted any deposits from the public under the
Companies Act, 2013.

PARTICULARS OF LOANS. GUARANTESS AND INVESTMENTS:

Details of investments covered under Section 186 of the Companies Act, 2013 ("the Act") will be
produced for verification to the members at the Registered office of the company on their request.

DIRECTORS'' RESPONSIBILTY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to
Directors'' Responsibility Statement, it is hereby confirmed:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2024 the
applicable accounting standards have been followed.

b) Accounting policies selected were applied consistently. Reasonable and prudent judgments
and estimates were made so as to give a true and fair view of the State of affairs of the
corporation as at the end of March 31, 2024 and of the profit of the Company for the year
ended on that date.

c) Proper and sufficient care to the best of their knowledge and ability for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.

d) The Annual Accounts of the Company have been prepared on the ongoing concern basis.

e) That they have laid down internal financial controls commensurate with the size of the
Company and that such financial controls were adequate and were operating effectively.

f) That system to ensure compliance with the provisions of all applicable laws was in place and
was adequate and operating effectively.

HOLDING. SUBSIDIARY AND ASSOCIATE COMPANIES:

The Company neither has any Holding and Subsidiary Company but have Associate Company.
TRANSFER TO INVESTOR''S EDUCATION AND PROTECTION FUND:

During the year under review, the Company was not required to transfer any amount in the
Investor''s Education and Protection Fund.

DECLERATION OF INDEPENDENT DIRECTORS'':

The Independent Directors have confirmed and declared that they are not disqualified to act as an
Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013
as well as under SEBI (LODR) Regulations, 2015 and the Board is also of the opinion that the
Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them
eligible to act as Independent Directors.

POLICIES ON DIRECTORS'' APPOINTMENT & REMUNERATION

The company follows a policy on remuneration of Directors and Senior Management Employees. The
policy is approved by the Nomination and Remuneration Committee and the Board. The policy is
available on the website of the company viz www.bholanath.biz.

EVALUATION OF BOARD OF DIRECTORS'':

Pursuant to the provisions of the Act and Schedule V of SEBI (Listing Obligation & Disclosure
Requirement) regulations, 2015, the Nomination and Remuneration Committee of the Board carried
out the annual evaluation of the performance of the Board as a whole, the Directors individually as
well as of various Committees of the Board. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the Chairman and non
independent Directors was also carried out by the Independent Directors at their separate meeting.
The Directors expressed their satisfaction with the evaluation process.

AUDITORS'' REPORT:

Observations made in the Auditors'' Report are self-explanatory and therefore do not call for any
further comments under Section 134(1) of the Companies Act, 2013.

SECRETARIAL AUDIT:

Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr.Rakesh
Mishra, Company Secretary in Practice to conduct the Secretarial Audit for the financial year 2023-
24. The Secretarial Audit Report as received from Mr. Rakesh Mishra is appended to this Report as

Annexure I.

COMM ENTS/EXPLANATIONS/REM ARKS/OBSERVATIONS/QULIFICATION MADE BY

SECRETARIAL AUDITORS:

Mr. Rakesh Mishra, Company Secretary in Practice appointed for Secretarial Audit of your Company,
in his Secretarial Audit Report for financial year 2023-24 have drawn the attention of the
management on some the non-compliances, which have been marked as qualification in his report.
In connection with the same management herewith give the explanation for the same as follows:

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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 function is defined in the Internal Audit

Manual. To maintain its objectivity and independence, the Internal Audit function reports to the
Chairman of the Audit Committee of the Board & to the Director.

It 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 audit function, process owners undertake corrective action

in their respective areas and thereby strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to the Audit Committee of the
Board.

BOARD MEETINGS:

The Company holds at least four Board meetings in a year, one in each quarter, inter-alia, to review
the financial results of the Company. The Company also holds additional Board Meetings to address
its specific requirements, as and when required. The decisions and urgent matters approved by way
of circular resolutions, if any, are placed and noted at the subsequent Board meeting.

During the financial year 2023-24 Five (5) Board Meetings were convened and held. The intervening
gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the
SEBI (LODR) Regulations, 2015. For details of the meetings of the board along with the attendance
of the respective Directors, please refer to the Corporate Governance Report forming part of this
Annual Report.

BOARD COMMITTEES:

The Company has a duly constituted Audit Committee as per the provisions of Section 177 of
Companies Act, 2013 and regulation 18 of SEBI (Listing Obligation 8i Disclosure) Requirement
Regulations, 2015 with the stock exchanges. The Board of Directors has constituted two other
committees namely - Nomination and Remuneration Committee and Stakeholders'' Relationship
Committee, which enables the Board to deal with specific areas / activities that need a closer review
and to have an appropriate structure to assist in the discharge of their responsibilities.

The details of the composition of the Audit Committee along with that of the other Board committees
and their respective terms of reference are included in the Corporate Governance Report forming
part of this Annual Report.

The Audit Committee and other Board Committees meet at regular intervals and ensure to perform
the duties and functions as entrusted upon them by the Board.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as
prescribed in Form AOC - 2 are appended as Annexure II.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of
the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return as at
March 31, 2024, in the prescribed form MGT 9, forms part of this report and is annexed as
Annexure III.

POSTAL BALLOT:

No postal Ballot was held during the year 2023-24.

INFORMATION PURSUANT TO SECTION 197fl2) READ WITH RULE 5 OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONEENU RULES. 2014

During the year directors was not received salary except sitting fees for attending the board meeting
paid. Hence, Ratio of remuneration of each director to the median remuneration of the employees of
thp rnmnanvfnr thp vpar 2023-2024 k not availahlp.

Sr. No	Name & Designation	Remuneration Received (In Rs. Lakh)	Ratio to median remuneration
1.	Mr. Vivek Baranwal	-	-

Note:

> All appointments are / were non-contractual.

> Remuneration as shown above comprises of Salary, Leave Salary, Bonus, Leave Travel Assistance,
Medical Benefit, House Rent Allowance, Perquisites and Remuneration on Cash basis

> The median remuneration of employees of the Company during the financial year was not
available.

> There were 18 employees on the rolls of Company as on March 31, 2024.

> As per the Rules, the Company is required to arrive at the median remuneration of the employees
of the Company on financial basis and it is not necessary for the Company to include the details of
employees serving the company below the period of twelve months. Hence, Company considers
only 7 employees out of 18 employees for the purpose of calculation of median remuneration.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
REPORT:

As per SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, a separate section
titled ''Report on Corporate Governance'' and ''Management Discussion and Analysis'' forming
part of this Annual Report. The Report on Corporate Governance also includes certain disclosures
that are required, as per Companies Act, 2013.

Auditors'' Certificate confirming compliance with the conditions of Corporate Governance as stipulated
under regulations of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 also
forms part of this Annual Report.

SHARE CAPITAL

During the year under review, the Company, neither increased nor decreased its Equity.

RISK MANAGEMENT POLICY:

Your Company has formulated and adopted a Risk Management Policy which covers a formalized Risk
Management Structure, along with other aspects of Risk Management i.e. Credit Risk Management,
Operational Risk Management, Market Risk Management and Enterprise Risk Management. The Risk
Management Committee of the Board, on periodic basis, oversees the risk management systems,
processes and minimization procedures of the Company.

HUMAN RESOURCES:

Your Company believes that its employees are one of the most valuable assets of the Company.
During the year under review, the Company organized various training programs at all level to
increase the skill of the employees. The employees are deeply committed to the growth of the
Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing
Obligation & Disclosure Requirement) Regulations, 2015, the Company has adopted a Whistle Blower
Policy, which provides for a vigil mechanism that encourages and supports its Directors and
employees to report instances of unethical behavior, actual or suspected, fraud or violation of the
Company''s Code of Conduct or Ethics Policy. It also provides for adequate safeguards against
victimization of persons who use this mechanism and direct access to the Chairman of the Audit
Committee in exceptional cases. The details of the same are provided in Corporate Governance
Report forming part of this Annual Report. The policy is available on the website of the company
www.bholanath.biz

During the financial year 2023-24, no cases under this mechanism were reported in the Company.

POLICY FOR PREVENTION. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE:

The Company has in place a Policy on Prevention, Prohibition & Redressal of Sexual Harassment of
Women at Workplace. The primary objective of the said Policy is to protect the women employees
from sexual harassment at the place of work and also provides for punishment in case of false and
malicious representations. The policy is available on the website of the company www.bholanath.biz

During the financial year 2023-24, no cases in the nature of sexual harassment were reported at any
workplace of the company.

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The directors will be introduced to all the Board members and the senior management personnel
such as Chief Financial Officer, Company Secretary and Various Department heads individually to
know their roles in the organization and to understand the information which they may seek from
them while performing their duties as a director.

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

The information pertaining to energy and technology absorption, foreign exchange earning & outgo
as required under section 134(3) (m) of the Companies Act, 2013 and read with Rule 8 (3) of the
Companies (Accounts) Rules, 2014 is Annexure IV.

INDUSTRIAL RELATIONS:

During the year under review, your company enjoyed cordial relationships with workers and
employees at all the levels.

CHIEF EXECUTIVE OFFICER fCEOl AND CHIEF FINANCIAL OFFICER fCFOl CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under SEBI (Listing
Obligation & Disclosure Requirement) Regulations, 2015 and Chief Executive Officer declaration
about the Code of Conduct is Annexed to this Report.

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

There are not significant and material orders passed by the regulators or courts or tribunals that
would impact on going concern of the Company and its future operations during the Financial Year
2023-24.

CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of the companies Act, 2013 every company shall require to constitute a
corporate social responsibility committee who cross the threshold limit as prescribed under the Act.

So accordingly, these provisions, our company does not fall under the said limit as prescribed. Thus,
your company do not require to constitute the committee during the Financial Year 2023-24.

APPRECIATION &ACKNOWLEDGEMENT:

Your directors wish to place on record their gratitude to the Company''s Customers, Bankers and
others for their continued support and faith reposed in the Company. The Board also places on
record its deep appreciation for the dedication and commitment of the employees at all levels. The
Directors would also like to thank BSE Ltd., National Securities Depository Limited, Central
Depository Services (India) Limited, our RTA Mas Services Limited for their co-operation.

BY ORDER OF THE BOARD

For Shri Bholanath Carpets Limited

Sd/- Sd/-

Vivek Baranwal Harish Baranwal

(Director & CFO) (Director)

DIN: 02076746 DIN: 01722061

Place: Varanasi
Date: 02/09/2024

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 42ndAnnual Report together with Audited Financial Statements of SHRI BHOLANATH CARPETS LIMITED for the Financial Year ended March 31,2015.

1. FINANCIAL RESULT

The summarized financial performance of your Company for the financial year 2014-15 as compared to previous year 2013-14 has been as under:

(Rs. In Lakhs)

PARTICULARS CURRENT YEAR PREVIOUS YEAR ENDED ENDED 31.03.2015 31.03.2014

NET SALES 3182.34 3003.13

OTHER INCOME 84.57 217.69

DECREASE AND (INCREASE) IN 40.19 -155.61 INVENTORIES OF FINISHED GOODS AND WORK-IN-PROCESS

TOTAL EXPENDITURE 3132.20 3004.72

FINANCE COST 62.68 328.62

DEPRECIATION 27.62 39.58

profit Before exceptional and 4.22 3.51 EXTRAORDINARY ITEMS AND TAX

EXTRAORDINARY ITEMS (CERS 0.00 0.00 RECEIVABLE WRITTEN OFF)

PROFIT / (LOSS) BEFORE TAX 4.22 3.51

PROVISION FOR TAXATION " "

- CURRENT TAX 6.64 -0.73

- DEFERRED TAX -5.35 0.00

TAX ADJUSTMENTS RELATING TO 0.06 0.00 EARLIER YEARS

NET PROFIT (NET LOSS) 2.87 4.24

2. FINANCIAL HIGHLIGHTS

The Company has continued its growth story during the year 2014-15, the income from sales grew from Rs. 3003.13 Lakhs to Rs. 3182.34 Lakhs, the highest ever sales for the first time.There was an increase of 5.97%.

The Company has recorded profit before exceptional and extraordinary items in during the year 3.49 Lakhs as compared to Rs. 3.51 Lakhs in the previous year 2013-14.

The Net Profit of the company for the year ended as on 31.03.2015 is Rs. 2.86 Lakhs as compared to Rs. 4.24 Lakhs last year.

3. RESERVES

The reserves of the Company stand at 795.55 Lakhs during the year as compared to Rs. 791.06 Lakhs in the previous year ended on 2013-14. Rs. Lakhs (net of taxes) was adjusted from General reserve during the year 2014-15 in accordance with Schedule II to the Companies Act, 2013.

4. OPERATIONS

During the year the turnover of the Company has increased by approx 5.97%.

5. EXPORT

During the year The Company was exporting carpets outside India.

6. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31, 2015 was 480.00Lakhs. During the year under review, the Company has not issued any types of share capital.

7. DIVIDEND

The Company has not proposed any dividend for the year 2014-15.

8. INSURANCE

Your Company's assets continue to be fully insured against the risk of fire, riot, earthquake, terrorism etc.

9. OUTLOOK

The organization has increased focus on cost reduction measures as well as production of value added products. It is expected that in the current year 2015- 16, the Company shall demonstrate better bottom line performance for value addition for the investors.

10. HUMAN RESOURCE AND WELFARE

The well disciplined workforce which has served the Company for more than three decades lies at the very foundation of the Company's major achievements and shall well continue for the years to come. The Management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance.

11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate i.e. March 31, 2015 and the date of the report i.e. August31,2015.

12. 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

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.

13. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal controlto safeguard and protect from loss, unauthorized use ordisposition of its assets. All the transactions are properlyauthorized, recorded and reported to the Management.The Company is following all the applicable AccountingStandards for properly maintaining the books ofaccounts and reporting financial statements. TheInternal Auditor of the Company checks and verifiesthe internal control and monitors them in accordancewith policy adopted by the company. The Companycontinues to ensure proper and adequate systems andprocedures commensurate with its size and nature of its business.

14. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the Company follows good Corporate Governance practices and complies with mandatory provisions as applicable. As stipulated in Clause 49 of the Listing agreement, Corporate Governance Certificate obtained from M/s O.P. Tulsyan& Co., Chartered Accountantsis annexed with the report.

15. VIGIL MECHANISM / WHISTLE BLOWERPOLICY

In order to ensure that the activities of the Companyand its employees are conducted in a fair andtransparent manner by adoption of highest standardsof professionalism, honesty, integrity and ethical behavior the Company has adopted a vigil mechanismpolicy. This policy is explained in Corporate GovernanceReport and also posted on the website of company.

16. BUSINESS RISK MANAGEMENT

Although the company has long been following theprinciple of risk minimization as is the norm in everyindustry, it has now become a compulsion. Therefore, inaccordance with clause 49 of the Listing Agreement theBoard members were informed about risk assessmentand minimization procedures after which the Boardformally adopted steps for framing, implementing and monitoring the risk management plan for thecompany.The main objective of this policy is to ensure sustainablebusiness growth with stability and to promote a proactiveapproach in reporting, evaluating and resolvingrisks associated with the business. In order to achievethe key objective, the policy establishes a structuredand disciplined approach to Risk Management, in orderto guide decisions on risk related issues.In today's challenging and competitive environment,strategies for mitigating inherent risks in accomplishingthe growth plans of the Company are imperative. Thecommon risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments,retention of talent and expansion of facilities. Businessrisk, inter-alia, further includes financial risk, politicalrisk, fidelity risk, legal risk. As a matter of policy, theserisks are assessed and steps as appropriate are taken tomitigate the same.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Even though the provisions of Companies Act, 2013regarding Corporate Social Responsibility are notattracted to the company yet the Company hasbeen, over the years, pursuing as part of its corporatephilosophy, a CSR policy voluntarily which goes muchbeyond mere philanthropic gestures and integratesinterest, welfare and aspirations of the communitywith those of the Company itself in an environment ofpartnership for inclusive development.

18. DEPOSITS

The Company has not accepted any deposit underSection 73 or Section 76 of the Companies Act, 2013 readwith the Companies (Acceptance of Deposit) Rules, 2014during the year under review.

19. AUDITORS' OBSERVATION

There were no adverse remarks in the auditor's report.

19.1 STATUTORY AUDITOR

The Statutory Auditor of the Company has given unqualified report during the year under review.

19.2 SECRETARIAL AUDITOR

The replies of qualifications of Secretarial Auditor by the Board of Directors are given below:-

1. The cost auditor has been appointed and the audit is under process and on completion stage.

2. The Board has appointed women director on 28.03.2015 but she has not provided the Director Identification Number (DIN) till the date of this report.

20. DIRECTORS

20.1 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

20.2 INDEPENDENT DIRECTOR(S) DECALARATION

In pursuance of sub-section (7) of Section 149 of the Companies Act, 2013 all the Independent Directors have furnished the declaration that they meet the criteria of Independence as provided in Sub-Section (6) of Section 149 of the Companies Act, 2013.

20.3 BOARD ANNUAL EVALUATION

Pursuant to the provisions of companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

20.4 REMUNERATION POLICY

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. The Remuneration Policy is stated in the Corporate Governance Report.

21. BOARD AND COMMITTEE MEETINGS

21.1 BOARD MEETING

During the year 2014-15, 08 meeting of the Board of Directors were held on May 30, 2014, July 21. 2014, August 14, 2014, September 1, 2014, November 15, 2014, January 8, 2015, 14th February, 2015 and 28th March, 2015. The maximum time gap between any two consecutive meetings was not exceeding four months.

21.2 AUDIT COMMITTEE MEETING

The Chairman of the Audit Committee is Mr. AmarnathPandey. During the year, 4 Audit Committee meetings were held on May 30, 2014, August 14, 2014, November 15, 2014 and February 14, 2015. The composition of the Audit Committee and number ofmeetings attended by the Members are given below:

Name of directors Category Number of Meeting meetings Attended held during 2014-15

Mr. AmarnathPandey Independent 4 4

Mr. AmbarishChatterjee Independent 4 2

Mr. R. K. Dubey Independent 4 2

The other details of Board and Committee Meetings aregiven in Corporate Governance Report forming part ofthe Annual Report.

22. AUDITORS

22.1 STATUTORY AUDITORS

M/s O. P. Tulsyan& Co. (Firm Registration No. 500028N),Chartered Accountants have been appointed asStatutory Auditors of the Company at the last i.e. 34thAnnual General Meeting held on August 9, 2014 for aperiod of three years subject to ratification by membersat every consequent Annual General Meeting. Therefore,ratification of appointment of Statutory Auditors isbeing sought from the Members of the Company atthe ensuing 35th Annual General Meeting to be heldon July 25, 2015. They have confirmed their eligibilityunder Section 141 of the Companies Act, 2013 for theirre-appointment as Statutory Auditors of the Company.

22.2 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of theCompanies Act, 2013 and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules,2014, the Company has appointed M/s Ajay Jaiswal& Co. (CP No.:3684, FCS: 5112), CompanySecretaries to undertake the Secretarial Audit of thecompany. The Secretarial Audit Report is annexedherewith as 'Annexure A'.

22.3 INTERNAL AUDITORS

M/s A. C. Dutta& Co., Cost Accountant performs the duties of Internal Auditors ofthe Company and their report is reviewed by the AuditCommittee from time to time.

23. ENERGY CONSERVATION, TECHNOLOGYABSORPTION 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, is annexed herewith as "Annexure B".

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangement sentered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are disclosed in Form No. AOC -2.is annexed herewith as "Annexure C".

25. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "AnnexureD".

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report on financial condition and results of operations of the Company for the year under reviews required underClause 49 of the Listing Agreement entered with the Stock Exchanges is given as separate statement forming part of the Annual Report.

27. PARTICULARS OF EMPLOYEES

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THECOMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Section 197read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 inrespect of employees of the Company is as follows:

i. The percentage increase in remuneration of each Director, Chief Executive Officer and Chief Financial Officer during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employeesof the Company for the financial year 2014-15and the comparison of remuneration of eachKey Managerial Personnel (KMP) against theperformance of the Company are as follows:

Name of Remuneration Remuneration % Director / of the Director of the Director Increas KMP / KMP in F.Y. / KMP in F.Y. e in F.Y. 2014-15 2014-15 2014-15

Bholanath 6,96,000.00 6,96,000.00 0.00 Baranwal, Managing Director (KMP)

Name of Ratio(times) of the Comparison of the Director / remuneration remuneration of the KMP of each KMP director to the against the median performance of remuneration the company of the employees

Bholanath 2.10 The turnover of the Baranwal, Company increase Managing 5.97 %. There is a Director marginal increase (KMP) in profit before tax and but the profit after tax has decreased.

ii. The median remuneration of employees of the Company during the financial year was 3.32Lakhs.

iii. There were 2 permanent employees on the rolls of the Company during the financial year 2014-15.

v. Relationship between average increase in remuneration and company performance:

The turnover of the Company increase 5.97 %. There is a marginal increase in profit before tax and but the profit after tax has decreased.

vi. Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:

There is no change in total remuneration of Key Managerial Personnel during the year in comparison to last year whereasThe turnover of the Company increase 5.97 %. There is a marginal increase in profit before tax and but the profit after tax has decreased.

vii. a) Variations in the market capitalisation of the Company:

There was no trading on the stock exchange.

b) Price Earnings ratio of the Company:

There was no trading on the stock exchange.

c) Percent increase over/ decrease in the market quotations of the shares of the company as compared to the rate at which the Company came out with the last public offer in theyear:

There was no further offering of the shares (FPO).

viii. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2014-15 was 34.51 % whereas the increase in the managerial remuneration for the same financial year was 0%.The CEO and CFO were appointed on 28.03.2015 as per requirement of Companies Act, 2013.

ix. The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Human Resources, Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

x. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - NotApplicable; and

xi. It is hereby affirmed that the remuneration paid isas per the Remuneration Policy for Directors, KeyManagerial Personnel and other Employees.

xii. THE PARTICULARS OF THE EMPLOYEES WHOARE COVERED BY THE PROVISIONS CONTAINEDIN RULE 5(2) AND RULE 5(3) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES, 2014 ARE:

a) Employed throughout the year Nil

b) Employed for part of the year Nil

28. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and accordingto the information and explanations obtained by them,your Directors make the following statements in termsof Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financialstatements for the year ended March 31,2015, the applicable accounting standards have beenfollowed along with proper explanation relating tomaterial departures, if any;

b) that such accounting policies as mentioned in Notesto the Financial Statements have been selected andapplied consistently and judgment and estimateshave been made that are reasonable and prudent soas to give a true and fair view of the state of affairs ofthe Company as at March 31,2015 and of the profitof the Company for the year ended on that date;

c) that proper and sufficient care has been taken forthe maintenance of adequate accounting recordsin accordance with the provisions of the CompaniesAct, 2013 for safeguarding the assets of the Companyand for preventing and detecting fraud and otherirregularities;

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

e) that proper internal financial controls were in placeand that the financial controls were adequate andwere operating effectively.

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

29. COMPANIES WHICH CEASED TO BEHOLDING, SUBSIDIARY OR ASSOCIATECOMPANY

There is no holding, subsidiary or associate Company ofthe Company.

30. PARTICULARS OF LOANS, INVESTMENTS ORGUARANTEE

There is no loan, or guarantee but investment made pursuant toprovisions of Section 186 of the Companies Act, 2013.

31. ACKNOWLEDGEMENTS

The Company has been very well supported from allquarters and therefore your Directors would like to placeon record their sincere appreciation for the supportand co-operation received from Employees, Dealers,Suppliers, Central and State Governments, Bankers,Credit Rating Agencies, Depositories, Stock Exchange, Registrar and Share Transfer Agents, Associates as wellas our Shareholders at large during the year underreview.

Your Directors also wish to place on record their deepsense of appreciation for the commitment, abilitiesand hard work of all executives, officers and staff whoenabled Company to consistently deliver satisfactoryand rewarding performance even in the challengingeconomic conditions.

We look forward to receiving the continued patronagefrom all quarters to become a better and strongercompany.

32. CAUTIONARY STATEMENT

The statements contained in the Board's Report and Management Discussion and Analysis contain certainstatements relating to the future and therefore areforward looking within the meaning of applicablesecurities, laws and regulations. Various factors suchas economic conditions, changes in governmentregulations, tax regime, other statues, market forces andother associated and incidental factors may howeverlead to variation in actual results.

On Behalf of the Board

Sd/- Bholanath Baranwal Date: 31.08.2015 (Chairman & Managing Director) Place: Varanasi DIN: 00306086

---

Mar 31, 2013

The Directors have pleasure in presenting the 40th Annual Report together with the Audited

Statements of Accounts along with the Report of the Auditors for the year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

(In Lacs)

Year ended 31.03.2013 Year ended 31.03.2012

Profit Before Interest, Depreciation & 145.58 293.81

Miscellaneous Expenses written off

Interest 93.11 85.42

Depreciation & Miscellaneous Expenses written off 39.46 38.70

Profit Before Tax 13.00 11.39

Provision for taxation

: Current 7.26 2.17

: Deferred (7.26) (7.58)

FBT ------- -------

Profit after Tax 7.44 18.97

Prior Period adjustment 00 2.17

Appropriations:

Proposed Dividend ------ ------

Income- tax on proposed Dividend ------ ------

Surplus in Profit & Loss Account brought forward 7.54 18.97

Surplus in Profit & Loss Account carried over 306.82 299.28

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

1. that in preparation of Annual Accounts for the F.Y. ended on 31.03.2013, the applicable accounting standards have been followed ;

2. that the directors 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 & Loss Accounts of the Company.

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities ;

4. That the Directors have prepared the Annual Accounts on a "going concern" basis.

PROFITABILITY

In the Financial Year 2012-2013, the Company has earned profit by manufacturing of unique "organic weaved carpets".

The Company has also faced several challenges due to increase in oil prices resulting higher input cost & freights, appreciation of USD against Indian Rupee which has made adverse impact in export business of the Company.

Operation:

During the year the turnover of the Company has increased by approx 3.07%.

Dividend:

The Company has not proposed to any dividend during the year 2012-2013.

Transfer To Reserve:

The Board of the directors has not proposed to transfer any amount to the General Reserve for the year ended 12-13.

PUBLIC DEPOSITS

Your Company did not accept any Public Deposit, during the year under review.

INSURANCE

Your Company''s assets continue to be fully insured against the risk of fire, riot, earthquake, terrorism etc.

DIRECTORS

Mr. Sajeve Deora and Mr. Vivek Baranwal Directors of the Company are liable to retire by rotation in the nsuing Annual General Meeting.Mr. Vivek Baranwal Director of the Company who retires by rotation and eing eligible presents himself for reappointment in the ensuing Annual General Meeting.Also Mr. Sajeve

Deora who was also liable to retire by rotation and being eligible for reappointment has expressed his nwillingness to be reappointed due to some personal reasons and Mr. Amarnath Pandey is proposed to be ppointed at his place as non-executive Independent Director to hold the place of director till the conclusion f next Annual General Meeting of the Company.

RE-APPOINTMENT AUDITORS

M/s O. P. Tulsyan & Co., Chartered Accountants, the Auditors of the Company, who hold office upto the onclusion of the Annual General Meeting, are eligible for re-appointment and have expressed their willingness to be re-appointed as Auditors of the Company. M/s O.P. Tulsyan & Co., Chartered Accountants have under Section 224(1) of the Companies Act, 1956 furnished a Certificate of their ligibility for re-appointment and they hold valid certificate of having Peer Reviewed of their firm.

ARTICULARS OF EMPLOYEES:

he Company did not hyave any employee covered by the provisions of Section 217(2A) of Companies Act, 956 read with Companies (Particulars of Employee) Rules 1975 for F.Y.21012-2013.

ONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ARNINGS AND OUTGO

he information required under Section 217(1) (e) of the Companies Act, 1956 read with the ompanies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are rnished as under:

) Conservation Of Energy

During the last financial year company has installed power capacitor to reduce the demand charges. It will save substantial power expense, which is reflecting in monthly power bills.

Technological Absorption

The Company is also working on the husk project for reducing the cost of diesel in generator sets. At present the project is running in an associated concern and after successful commissioning therein it is proposed to be implemented in your company.

) Foreign Exchange Earnings and Outgo

During the year the Company has earned Rs. 16,67,23,456/- as compared to the Earnings of Rs. , 8,43,090/- of previous financial year in Foreign Currency through export of its finished products. There was no any Import or Expenses in Foreign Currency during the Financial Year.

CORPORATE GOVERNANCE

Corporate Governance Report, Management Discussion and Analysis Statement and a certificate from Auditors confirming Compliance are attached to this report.

FIXED DEPOSIT

The Company has not accepted any fixed deposit during the year.

FINANCE

The Company has availed loan in the Financial Year and the current outstanding as per Balance Sheet ended 31.03.2013 is of Rs.1163.62 Lakhs from bank during the Financial Year ended 31.03.2013.

ACKNOWLEDGEMENT

The Board of Directors of your company are pleased to place on record their sincere gratitude and appreciation for the assistance and co-operation received from the Government, Financial Institutions and Banks, members, customers and business Constituents.

Your directors also express their appreciation and gratitude for the continued devout, sincere and unstinted services rendered by the counselors, coordinators and facilitators at all levels of operations for the success and progress of the company.

By Order of the Board

Sd/-

Bholanath Baranwal

Chairman & Managing Director

Date: 05.09.2013

Place: Varanasi

---

Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting the 39th Annual Report together with the Audited Statements of Accounts along with the Report of the Auditors for the year ended March 31, 2012.

FINANCIAL RESULTS:

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

Profit Before Interest, Depreciation & Miscellaneous 293.81 121.58 Expenses written off

Interest 85.42 72.93

Depreciation & Miscellaneous Expenses Written off 38.70 39.22

Profit Before Tax 11.39 9.43

Provision for Taxation: Current 2.17 1.75

Deferred (7.58) (7.80)

Profit After Tax 18.97 15.47

Prior Period Adjustment 2.17 3.28

Surplus in Profit & Loss A/c brought forward 18.97 261.54

Surplus in Profit & Loss A/c carried forward 299.28 280.30

PROFITABILITY

In the Financial Year 2011-2012, the Company has increased its profitability in contrast to the last year by manufacturing of unique "organic weaved carpets". Domestic selling of handknotted, flatweave carpets has enhanced from the financial year 2010-2011. Export of the Company has gradually increased in comparison to the last year by initiating e- commerce portal and prompt payment and distribution mechanism for its foreign consumers through its "Country Patners".

The Company has also faced several challenges due to increase in oil prices resulting higher input cost & freights, appreciation of USD against Indian Rupee which has made adverse impact in export business of the Company.

PUBLIC DEPOSITS

Your Company did not accept any Public Deposit, during the year under review.

INSURANCE

Your Company''s assets continue to be fully insured against the risk of fire, riot, earthquake, terrorism etc.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

1. that in preparation of Annual Accounts for the F.Y. ended on 31.03.2012, the applicable accounting standards have been followed ;

2. that the directors 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 & Loss Accounts of the Company.

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities ;

4. that the Directors have prepared the Annual Accounts on a "going concern" basis.

DIRECTORS

Sri Ambrish Chaterjee and Sri Harish Baranwal who were appointed as Directors of the Company are now liable to retire by rotation in the ensuing Annual General Meeting dated 29th September, 2012. Since both Sri Ambrish Chaterjee and Sri Harish Baranwal Directors of the Company retire by rotation, they are eligible to be reappointed and offers themselves for re-appointment in the ensuing Annual General Meeting dated 29th September, 2012.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis Report as required under the Listing Agreement with Stock Exchanges is attached with this report.

ENVIRONMENT CARE, SOCIAL ACCOUNTABILITY AND QUALITY SYSTEM

Your Company has the certificate of ISO 9001: 2000 which has enabled your Company to market, its products in the international markets in better way. Since your company has fulfilled the social responsibility criteria, it has been recognized with SA- 8000 certification. In addition, it is also eligible for ISO 14001, the Environment Protection System. With Woolmark license and these three achievements, your Company is arguably only company in the world.

HUMAN RESOURCES

There was no employee, employed during the period under review, whose particulars are required to be published under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

Information as per Section 217 (1) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the Report of Board of Directors) Rules, 1988 are furnished as under:

(a) Conservation of Energy

During the last financial year company has installed power capacitor to reduce the demand charges. It will save substantial power expense, which is reflecting in monthly power bills.

(b) Technological Absorption

The Company is also working on the husk project for reducing the cost of diesel in generator sets. At present the project is running in an associated concern and after successful commissioning therein it is proposed to be implemented in your company.

(c) Foreign Exchange Earnings and Outgo

During the year the Company has earned Rs. 19,29,04,813/- as compared to the Earnings of Rs. 16,67,23,456/- of previous financial year in Foreign Currency through export of its finished products. There was no any Import or Expenses in Foreign Currency during the Financial Year.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance has been included separately in the Annual Report. The Certificate from the auditors of the Company regarding compliance of the conditions of the Corporate Governance as per requirement of clause 49 of the listing agreement with the stock exchanges is also attached with this report.

AUDITORS

M/ s O.P. Tulsyan & Co., Chartered Accountants, the Auditors of the Company, who hold office upto the conclusion of the Annual General Meeting, are eligible for re-appointment and have expressed their willingness to accept the office if re-appointed as Auditors of the Company. M/ s O.P. Tulsyan & Co., Chartered Accountants have under Section 224(1) of the Companies Act, 1956 furnished a Certificate of their eligibility for re-appointment and they hold valid certificate of having Peer Reviewed of their firm.

ACKNOWLEDGEMENT

The Board of Directors of your company are pleased to place on record their sincere gratitude and appreciation for the assistance and co-operation received from the Government, Financial Institutions and Banks, members, customers and business Constituents.

Your directors also express their appreciation and gratitude for the continued devout, sincere and unstinted services rendered by the counsellors, coordinators and facilitators at all levels of operations for the success and progress of the company. By Order of the Board

Sd/-

Bholanath Baranwal

Chairman & Managing Director

Date: 5th September, 2012

Place: Varanasi

---

Mar 31, 2010

The Directors have pleasure in presenting the 37th Annual Report together with the Audited Statements of Accounts alongwith the Report of the Auditors for the year ended March 31, 2010.

FINANCIAL HIGHLIGHTS

(In Lacs)

Year ended Year ended 31.03.2010 31.03.2009

Profit Before Interest, Depreciation & Miscellaneous 90.67 133.96

Expenses written off

Interest 46.91 83.68

Depreciation & Miscellaneous Expenses written off 36.28 40.62

Profit Before Tax 7.48 9.66

Provision for taxation: Current 1.15 1.49

Deferred (7.22) (6.95)

FBT ------ 0.41

Profit after Tax 13.55 15.12

Prior Period adjustment

Appropriations:

Proposed Dividend ----- -----

Income- tax on proposed Dividend ----- -----

Surplus in Profit & Loss Account brought,forward 247.99 235.22

Surplus in Profit & Loss Account carried over 261.54 247.99

PROFITABILITY

In the FY 2009-2010, the Company faced several challenges due to increase in oil prices resulting higher input cost & freights, appreciation of Indian rupee against USD has major impact on the margins in export business and slackness in European market affecting inflow of orders. The situation in current FY 2010-2011 is also very challenging. The Company will work towards improving productivity, process efficiency, inventory reduction and other such methods. We are also working towards reduction of financial charges by swapping the Rupee loan with USD loans. These efforts will improve the profitability of the Company in the long run as well.

PUBLIC DEPOSITS

Your Company did not accept any Public Deposit, during the year under review.

INSURANCE

Your Companys assets continue to be fully insured against the risk of fire, riot, earthquake, terrorism etc.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that:

1. that in preparation of Annual Accounts for the F.Y. ended on 31.03.2010, the applicable accounting standards have been followed ;

2. that the directors 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 & Loss Accounts of the Company.

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities ;

4.That the Directors have prepared the Annual Accounts on a "going concern" basis.

DIRECTORS

Mr. Ambarish Chatterjee, who was appointed as a Director of the Company on October 30, 2009 to fill in the casual vacancy caused by the resignation of Mr. Samar Ballav Mohapatra.

The Candidature has been received from a shareholder for the appointment of Sri Ambarish Chatterjee as Director, who have been appointed as Director in Casual vacancy by the Board in their meeting held on 30th day of October, 2009 and ceased to be director in ensuing Annual General Meeting unless appointed again by the members in the same general meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis Report as required under the Listing Agreement with Stock Exchanges is enclosed at Annexure "A".

ENVIRONMENT CARE, SOCIAL ACCOUNTABILITY AND QUALITY SYSTEM

Your Company has the certificate of ISO 9001: 2000 which has enabled your Company to market, its products in the international markets in better way. Since your company has fulfilled the social responsibility criteria, it has been recognized with SA- 8000 certification. In addition, it is also eligible for ISO 14001, the Environment Protection System. With Woolmark license and these three achievements, your Company is arguably only company in the world.

HUMAN RESOURCES

Human resource is very valuable assets for the development of the organization. Your company organizes technical and general training programs for its employees on continuous basis. Employee relations during the year were cordial. We appreciate the contributions and initiatives made by all employees towards achieving improved productivity, flexibility in operations and overall business performance of the Company.

There was no employee, employed during the period under review, whose particulars are required to be published under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters forms part of this Report and is annexed as Annexure "B" hereto.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance has been included separately in the Annual Report.

The Certificate dated June 30, 2010 of the auditors of the Company regarding compliance of the conditions of the Corporate Governance as per requirement of clause 49 of the listing agreement with the stock exchanges is also enclosed as per Annexure - "C".

AUDITORS

M/s O. P. Tulsyan & Co., Chartered Accountants, the Auditors of the Company, who hold office upto the conclusion of the Annual General Meeting, are eligible for re-appointment and have expressed their willingness to be re-appointed as Auditors of the Company.

ACKNOWLEDGEMENT

The Board of Directors of your company are pleased to place on record their sincere gratitude and appreciation for the assistance and co-operation received from the Government, Financial Institutions and Banks, members, customers and business Constituents.

Your directors also express their appreciation and gratitude for the continued devout, sincere and unstinted services rendered by the counselors, coordinators and facilitators at all levels of operations for the success and progress of the company.

By Order of the Board

Sd/-

Bholanath Baranwal

Chairman & Managing Director

Date: 05.09.2010

Place: Varanasi