Directors Report of Shri Dinesh Mills Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their Report together with the Annual Financial
Statement for the year ended 31^st March, 2025.

1. PERFORMANCE OF THE COMPANY

Sr.	Particulars	2024-2025	2023-2024
1	Revenue from Operations	6630	6688
2	Other Income	1290	1221
3	Finance Cost	77	16
4	Depreciation	302	281
5	Profit Before Exceptional Items & Tax	1726	2066
6	Exceptional Items (net)	(289)	4085
7	Profit After Exceptional Items & Tax	1050	4790
8	Total Comprehensive Income for the year	971	4725

2. DIVIDEND

Your Directors have recommended for your consideration final Dividend of Rs. 2/- per
Equity Share (Previous year Rs.30/- per Equity Share) on 56,00,582 equity shares of
Rs.10/- each amounting to Rs. 1,12,01,164/- subject to approval of shareholders of the
Company at their ensuing 90^th Annual General Meeting.

3. TRANSFER TO GENERAL RESERVE

The Company has not transferred any amount to General Reserve.

4. TRANSFER OF UNCLAIMED DIVIDEND & EQUITY SHARES TO INVESTOR
EDUCTION AND PROTECTION FUND AUTHORITY (IEPF AUTHORITY)

The Company has transferred unclaimed dividend for the financial year 2016-2017 and
no Equity Shares were required to be transferred to the IEPF Authority.

5. CHANGES IN THE NATURE OF BUSINESS

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

6. MANAGEMENT DISCUSSION AND ANALYSIS

> Industry Structure: Indian paper industry consists of small, medium & large paper mills having
medium to high speed technologies with good consumption potential and growth as the demand
for the paper is growing year on year. Furthermore, low per capita consumption of appx. 18 kgs
per capita is significantly lower than global average which is around 57 kgs.

> New Developments: Indian paper industry has good potential due to Government policy
initiatives to ban single use plastic and therefore, paper is the best alternative to the plastic for
packaging industry. Furthermore, as hygiene awareness grows as the per capita income grows,
the use of tissue is expected to grow significantly and will be one of the major growth drivers for
the industry.

> Our Strengths: We have been manufacturing paper maker’s felts for more than five decades as
well as being recognized as a preferred supplier to high speed machines in India. Our product
quality, pricing etc. are well established in the markets. Recently, we have had significant success
in critical high speed applications in India, Russia and Brazil, which gives us an edge over direct
competition.

> Our Weaknesses: While significant efforts have yielded improvements in manufacturing
efficiencies recently, we believe there are still more improvements that are required in order to
support scalability, improved asset turnover ratio and gross margins.

> Opportunities: Significant opportunities continue to lie in penetration of high speed machines
globally which are mainly catered by Global players for their machine clothing requirements.
Furthermore, a large part of the global customers requires seamed felts which not only have a
large market potential that can be tapped as well as a significantly higher pricing. We are currently
focused on developing these felts to enable us to access this market.

> Threats: Entry of new players with cheaper technology is expected to disrupt business with
customers with the lower speed applications as the new players may offer attractive pricing and
commercial terms in order to attract customers. While this might affect us in a small way, the
major substitution is expected to take place to replace some of the Chinese competitors who
supply to such lower speed applications currently.

A. OVERALL REVIEW OF OPERATIONS

During the year under review, Revenue from Operations has been marginally
decreased from 6688/- Lakhs to 6630/- Lakhs and the net profit after tax & exceptional
items has been decreased from Rs. 4790/- Lakhs to Rs. 1050/- Lakhs as compared to
the corresponding period of the previous year mainly due to sale of surplus immovable
properties in the previous financial year.

B. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO
OPERATIONAL PERFORMANCE

Sr. No.	Particulars	2024-2025	2023-2024
1	Revenue from Operations	6630	6688
2	Depreciation	302	281
3	Interest	77	16
4	Net Profit before Tax & Exceptional Items	1726	2066
5	Less: Provision for Taxation	387	1361
6	Add: Exceptional Items	(289)	4085
7	Net Profit after Tax & Exceptional Items	1050	4790

ine various ratio analysis is given in Note No.41 attached to the Annual Financial Statement
for the year ended 31^st March, 2025.

C. OVERALL OUTLOOK

Looking to the current trend, the sales turnover of the Felts (i.e. Technical Textiles) is
likely to be increased but the net profit of the Company may remain under pressure
during the current financial year. However, the Management would strive to mitigate
the adverse impact to the extent possible.

The Company assumes no responsibility in respect of forward looking statements
made herein above which may substantially change based on subsequent
developments, events, change in the Government policies, exchange rate, inflation
and economic scenario etc. over the globe.

D. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Internal Audit Department conducts audit of all departments of the Company and
places Audit reports/plans before the Audit Committee which reviews adequacy of
internal audit functions, audit procedures and its coverage periodically. The minutes
of the Audit Committee meetings are placed at the meetings of the Board of Directors
from time to time. The Company has adopted the concept of pre-audit and therefore,
the mistakes, if any are rectified before the transactions are finally booked in the
Books of Accounts of the Company.

E. INDUSTRIAL RELATIONS

During the year under review, the industrial relations have remained cordial. There
were 272 employees in the Company as at 31^st March, 2025.

7. MATERIAL CHANGES AND COMMITMENT, IF ANY

There are no material changes and commitments affecting the financial position of the
Company occurred from 1^st April, 2025 to the date of this Report.

8. SIGNIFICANT AND MATERIAL ORDERS, IF ANY

During the year under review, no significant and material orders passed by the
Regulators or Courts or Tribunals impacting the going concern status of the Company.

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

The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in
Annexure - “A” attached to this Report.

10. RISK MANAGEMENT

The Company has been taking appropriate actions pursuant to Risk Management Policy
from time to time to mitigate adverse impact of various Risks which may adversely affect

the performance of the Company and may threaten the very existence of the Company.
The provisions relating to Risk Management Committee is not applicable to the
Company.

11. THE CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the CSR policy and in compliance with requirements of Section 135 of the
Act, the Company has spent Rs.19,14,000/- during the year under review as per the
details given in the format prescribed under the Companies (Corporate Social
Responsibility Policy) Rules, 2014 attached as Annexure - “B”. The CSR Policy,
Annual Action Plan and the Annual Report on CSR in the prescribed format can be
viewed at Company’s website www.dineshmills.com in "Investors” Section

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans, guarantees and
investments pursuant to Section 186 of the Companies Act, 2013 except the Company
has made investment in 20,00,000, 0.01% Optionally Convertible Non-Cumulative
Preference Shares of Rs. 10/- each for cash at par on Rights Basis issued by Wholly
Owned Subsidiary company viz. Fernway Technologies Ltd.

13. STATUTORY AUDITORS

The Auditors’ Report issued by M/s. R. K. Doshi & Co. LLP on the Accounts is self¬
explanatory and therefore, does not call for any explanation. There were no
qualifications, reservations or adverse remarks made by the above referred Statutory
Auditors.

During the year under review, no fraud has been reported to the Audit Committee of the
Company by the above referred Statutory Auditors.

14. SECRETARIAL AUDITOR

The Secretarial Audit Report issued by the Secretarial Auditor, CS Mrs. Heena Patel,
Practicing Company Secretary, Vadodara is self-explanatory and the same does not
contain any qualification, reservation and adverse remark. The copy of the Secretarial
Audit Report is attached as Annexure - “C”.

In accordance with the provisions of Section 204 of the Companies Act, 2013 & Rules
made thereunder read with Regulation 24A(1)(1A) of SEBl (Listing Obligations &
Disclosure Requirements) Regulations, 2015 as amended, the Company has appointed
CS Mrs. Heena Patel, Practicing Company Secretary, Vadodara, to conduct the
Secretarial Audit of the Company for a term of five years with effect from 1st April, 2025
to 31^st March, 2030 subject to approval of shareholders of the Company.

15. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES

The appointment of Directors, Key Managerial Personnel (KMP), payment of
remuneration and discharge of their duties are as per the Remuneration Policy framed by
the Company pursuant to Section 178(3) of the Companies Act, 2013. The
Remuneration Policy can be viewed at Company’s website www.dineshmills.com in
"Investors” Section

16. SEXUAL HARRASSMENT OF WOMAN EMPLOYEES

The Company has constituted "Internal Complaints Committee” pursuant to the provisions
of the Sexual Harassment of Woman at work place (prevention, prohibition & redressal)
Act, 2013 and the status of the complaint during the financial year 2024-2025 is as under:

Details of Complaints	Status
No. of complaints as at 1st April, 2024	Nil
Received during the year	Nil
Resolved during the year	Nil
No. of complaints as at 31st March, 2025	Nil

During the year under review, the Company has complied with Provisions relating to
the constitutions of Internal complaints committee under the Sexual Harassment of
Women at work place (prevention, prohibition & redressal) Act, 2013.

17. ANNUAL RETURN

In accordance with the provisions of Section 92(3) of the Companies Act, 2013 read with
Rules made thereunder, Annual Return of the Company can be accessed at the
Company’s website at https://felts.dineshmills.com/bod.php?p=8

18. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standard 1 (SS-1) relating to the
meetings of the Board of Directors and Secretarial Standard 2 (SS-2) relating to the
General meetings issued by the Institute of Company Secretarial of India and approved
by the Central Government.

19. THE MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, five meetings of Board of Directors of the Company were
held on 23/05/2024, 12/08/2024, 30/10/2024, 11/02/2025 and 17/03/2025.

20. KEY MANAGERIAL PERSONNEL (KMP) AND REMUNERATION

During the year under review, Shri Bharatbhai Patel, Chairman & Managing Director,
Shri Nimishbhai Patel, Managing Director, Shri Aditya Patel & Shri Nishank Patel,

Executive Directors, Shri J B Sojitra, Company Secretary and Shri Mohan Akalkotkar,
Chief Financial Officer were the KMP of the Company pursuant to Section 203 of the
Companies Act, 2013 and the Rules made thereunder.

REMUNERATION ETC. PURSUANT TO SECTION 197(12) AND THE RULES MADE
THEREUNDER ARE AS UNDER:

a) The ratio of the Remuneration of each Director to the median employee’s

remuneration for the financial year and such other details are given hereunder:

(1) Name: Shri Bharatbhai Patel (Chairman & Managing Director)

Ratio: 91:1

(2) Name: Shri Nimishbhai Patel (Managing Director)

Ratio: 91 :1

(3) Name: Shri Aditya Patel (Executive Director)

Ratio: 18:1

(4) Name: Shri Nishank Patel (Executive Director)

Ratio: 18:1

b) The percentage increase in Remuneration of each Director, Chief Financial Officer,

Company Secretary during the financial year:

(1) Shri Bharatbhai Patel - Chairman & Managing Director: 14%

(2) Shri Nimishbhai Patel - Managing Director: 17 %

(3) Shri Aditya Patel - Executive Director: NIL

(4) Shri Nishank Patel - Executive Director: NIL

(5) Shri Mohan Akalkotkar - Chief Financial Officer: 11 %

(6) Shri J. B. Sojitra - Company Secretary: 5%

c) The percentage increase in the median remuneration of employees in the financial

year: NIL

d) There are 272 permanent employees on the Roll of the Company.

e) The Company has given normal increments to the employees during the year ended
31^st March, 2025.

f) The remuneration is paid as per the Remuneration Policy of the Company.

g) The Company has paid only Sitting fees to Independent Directors for attending Board

meetings and Committees thereof.

21. CORPORATE GOVERNANCE

The Company believes in good Corporate Governance and the Report on the Corporate
Governance as stipulated under SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 which forms an integral part of the Annual Report and the Auditors’
certificate regarding compliance of conditions of Corporate Governance is attached to
the Corporate Governance Report.

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Dinesh Remedies Ltd., a material unlisted subsidiary of the Company is engaged in
manufacturing of Empty Hard Gelatin Capsules Shells at Village Mahuvad, Haranmal
Road, Padra - Jambusar Highway, Taluka Padra, District Vadodara - 391 440. Fernway
Technologies Ltd. and Stellent Chemicals Industries Ltd. are wholly owned subsidiary
companies and the financial statements of the above referred subsidiary companies are
consolidated.

Stellent Chemicals Industries Ltd. holds 26% equity shares of McGean India Chemicals
Pvt. Ltd. i.e. McGean [formerly known as "Chem-Verse Consultants (India) Pvt. Ltd.] and
therefore, McGean is an Associate Company and the separate statement containing the
salient features of the financial statement of these Subsidiary & Associate Companies
has also been given in form AOC-I attached to the financial statement of the Company
in pursuant to the provisions of the Companies Act, 2013 read with the Companies
(Indian Accounting Standards) Rules, 2015 (i.e. Ind AS).

23. DEPOSITS

The Company has neither accepted nor renewed any deposits pursuant to Section 73
and 76 of the Companies Act, 2013 and Rules made thereunder during the financial
year 2024 - 2025.

24. DIRECTORS

Pursuant to Section 149 and 152 of the Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors) Rules, 2014, Independent Directors are not
liable to retire by rotation whereas other Directors are liable to retire by rotation and
accordingly, Shri Bharatbhai Patel and Shri Nimishbhai Patel, Managing Directors of the
Company would retire by rotation and being eligible, offer themselves for reappointment.

During the year under review, the tenure of the Independent Directors viz. Shri T. M.
Patel (DlN: 00016788) and Shri Rakesh Agrawal (DlN: 00057955) has been completed
on 13^th August, 2024 and therefore, they were ceased to be Independent Directors. Shri
J. B. Sojitra also ceased to be Director (DIN: 00036120) w.e.f. 12^th August, 2024 due to
his resignation as an Executive Director (Corporate Affairs) of the Company.

During the year under review, Mr. Shivinder Singh Chawla (DIN: 02955805) and Mr.
Sameer Khera (DIN: 00009317), both were appointed as Non-Executive Independent
Directors of the Company for a period of 5 (five) years from 23^rd May, 2024 to 22^nd May,
2029 and Board of Directors of the Company is of the opinion that the both the
Independent Directors are honest and they being industrialist, having expertise and
experience in the overall management of the Companies.

During the year under review, Mr. Aditya Patel (DIN: 03292506), President of the
Company and Mr. Nishank Patel (DIN: 05170801), Asst. Vice President of the Company
were appointed as Executive Directors of the Company for a period of five years from
23^rd May, 2024 to 22^nd May, 2029 and Board of Directors of the Company is of the
opinion that both the Executive Directors are honest and are having adequate
experience and expertise in the management of the Company.

25. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have given the declaration that, they meet the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013 read with
Rules made thereunder and Clause (6) of sub-regulation (i) of Regulation 16 of SEBI
(LODR) Regulation 2015.

26. CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS

The Certificate of Non Disqualification of Directors issued by Mrs. Heena Patel,
Practicing Company Secretary pursuant to SEBI (Listing Obligations & Disclosures
Requirements) Regulations, 2015 is attached as Annexure - “D”.

27. PERFORMANCE EVALUATION

The performance evaluation of all the Directors including Independent Directors and the
Board as a whole which includes the Committees thereof was done on 11^th February,
2025 considering various criteria and also seeking inputs from the Directors as per the
Performance Evaluation Policy of the Company.

A separate meeting of Independent Directors was also held on 11^th February, 2025 and
reviewed the performance of Non Independent Directors, performance of the Board as
whole including Committees thereof and performance of the Chairperson of the
Company taking into account the views of Executive and Non-Executive Directors
pursuant to the Performance Evaluation Policy of the Company.

28. COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM

The Audit Committee presently comprises of the Independent Directors viz Shri
Shivinder Singh Chawla, Shri Sameer Khera, Shri Sanjiv Shah and Ms. Reshma Patel.

The Board of Directors of the Company had established the Vigil Mechanism pursuant
to Section 177(9) of the Companies Act, 2013 and Rules made for Directors and
Employees to report their genuine concerns. However, there were no instances reported
to the Chairman of the Audit Committee during the year under review. The Whistle
Blower Policy can be viewed at Company’s website www.dineshmills.com in "Investors”
Section.

29. SHARES:

(a) BUY BACK OF SECURITIES: The Company has not bought back any of its
securities during the year under review.

(b) SWEAT EQUITY: The Company has not issued any Sweat Equity Shares during the
year under review.

(c) BONUS SHARES: No Bonus Shares were issued during the year under review.

(d) EMPLOYEES STOCK OPTION PLAN (ESOP): The Company has not provided any
Stock Option Scheme to the employees.

30. EMPLOYEES’ REMUNERATION

The details of the remuneration paid to the employees during the year under review are
given in the Annexure - “E” to this Report pursuant Section 197(12) of the Companies
Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014. There is no other employee except shown in
Annexure - E, drawing remuneration in excess of the limit prescribed under Rule 5 of
the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

31. INSURANCE

All the properties of the Company including buildings, plant & machinery and stocks have
been insured.

32. CONTRACTS / ARRANGEMENT WITH THE RELATED PARTIES

During the year under review, the transactions with the Related parties entered in the
ordinary course of business and on Arms’ Length basis which have been approved by
the Audit Committee and Board of Directors of the Company and the details of the same
are given in Note No.38 attached to the Annual Financial Statement and also disclosed
in Form AOC-2 attached as Annexure - “F”.

33. COST RECORDS & COST AUDIT

The Companies (Cost Records & Audit) Rules, 2014 specified by the Central
Government pursuant to Section 148 of the Companies Act, 2013 are not applicable to
the Company as the product manufactured by the Company is not falling under the
Custom Tariff Heading given pursuant to above referred Rules.

34. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

(a) in the preparation of the Annual Accounts for the financial year 2024-2025, the
applicable Accounting Standards had been followed along with the proper
explanation relating to material departures;

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

(c) the Directors had taken proper and sufficient care for the maintenance of adequate
Accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;

(d) the Directors had prepared the Annual Accounts on a going concern basis;

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

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

35. ACKNOWLEDGEMENTS

Your Board of Directors thanks all the stakeholders’ viz. shareholders, customers,
suppliers, bankers, employees for their support during the year under review.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS,

Sd/-

Place: Vadodara BHARAT PATEL

Date: 30^th May, 2025 CHAIRMAN

DIN: 00039543

---

Mar 31, 2024

Your Directors have pleasure in presenting their Report together with the Annual Financial Statement for the year ended 31^st March, 2024.

1. PERFORMANCE OF THE COMPANY

PARTICULARS	2023-2024	2022-2023
Revenue from Operations	6688	5971
Net Profit before Tax & Exceptional Items	2066	1015
Net Profit after Tax & Exceptional Items	4790	2294

2. DIVIDEND

Your Directors have recommended for your consideration Dividend of Rs. 30/- per Equity share which includes Special Dividend of Rs.20/-per Equity share (Previous year Rs.10.00 per Equity share) on 56,00,582 equity shares of Rs.10/- each amounting to Rs. 16,80,17,460/- subject to approval of shareholders of the Company at their ensuing 89^th Annual General Meeting.

3. TRANSFER TO GENERAL RESERVE

The Company has not transferred any amount to General Reserve.

4. TRANSFER OF UNCLAIMED DIVIDEND & EQUITY SHARES TO INVESTOR EDUCTION AND PROTECTION FUND AUTHORITY (IEPF AUTHORITY)

The Company has transferred unclaimed dividend for the financial year 2015-2016 and no equity shares were required to be transferred to the IEPF Authority.

5. CHANGES IN THE NATURE OF BUSINESS

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

6. MANAGEMENT DISCUSSION AND ANALYSIS

> Industry Structure: Indian paper industry consists of small, medium & large paper mills having medium to high speed technologies with good consumption potential and growth as the demand for the paper is growing year on year. Furthermore, low per capita consumption of appx. 18 kgs per capita is significantly lower than global average which is around 57 kgs.

> New Developments: Indian paper industry has good potential due to Government policy initiatives to ban single use plastic and therefore, paper is the best alternative to the plastic for packaging industry. Furthermore, as hygiene awareness grows as the per capita income grows, the use of tissue is expected to grow significantly and will be one of the major growth drivers for the industry.

> Our Strengths: We have been manufacturing paper maker’s felts for more than five decades as well as being recognized as a preferred supplier to high speed machines in India. Our product quality, pricing etc. are well established in the markets.

> Our Weaknesses: While significant efforts have yielded improvements in manufacturing efficiencies recently, we believe there are still more improvements that are required in order to support scalability, improved asset turnover ratio and gross margins.

> Opportunities: Significant opportunities lie in penetration of high speed machines in India which are mainly catered by Global players for their machine clothing requirements. Furthermore, markets such as Russia, Brazil, Bangladesh, Thailand and South Africa pose a significant market potential which we are currently focusing on.

> Threats: Entry of new players with cheaper technology is expected to disrupt business with customers with the lower speed applications as the new players may offer attractive pricing and commercial terms in order to attract customers. While this might affect us in a small way, the major substitution is expected to take place to replace some of the Chinese competitors who supply to such lower speed applications currently.

A. OVERALL REVIEW OF OPERATIONS

During the year under review, Revenue from Operations has been increased from 5971 Lakhs to 6688 Lakhs and the net profit after tax & exceptional items has been increased from Rs. 2295 Lakhs to Rs. 4790 Lakhs as compared to the previous year mainly due to sale of surplus immovable properties.

B. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

Sr. No.	Particulars		2023-2024	2022-2023
1	Revenue from Operations		6688	5971
2	Depreciation		281	345
3	Interest		16	15
4	Net Profit before Tax & Exceptional Items		2066	1015
5	Less: Provision for Taxation		1361	517
6	Add: Exceptional Items		4085	1796
7	Net Profit after Tax & Exception	ial Items	4790	2294

The various ratio analysis is given in Note No.38 attached to the Annual Financial Statement for the year ended 31^st March, 2024.

C. OVERALL OUTLOOK

Looking to the current trend, the sales turnover of the Felts (i.e. Technical Textiles) is likely to be increased but the net profit of the Company may remain under pressure during the current financial year. However, the Management would strive to mitigate the adverse impact to the extent possible.

The Company assumes no responsibility in respect of forward looking statements made herein above which may substantially change based on subsequent developments, events, change in the Government policies, exchange rate, inflation and economic scenario etc. over the globe.

D. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Internal Audit Department conducts audit of all departments of the Company and places Audit reports/plans before the Audit Committee which reviews adequacy of internal audit functions, audit procedures and its coverage periodically. The minutes of the Audit Committee meetings are placed at the meetings of the Board of Directors from time to time. The Company has adopted the concept of pre-audit and therefore, the mistakes, if any are rectified before the transactions are finally booked in the Books of Accounts of the Company.

E. INDUSTRIAL RELATIONS

During the year under review, the industrial relations have remained cordial. There were 302 employees in the Company as at 31^st March, 2024.

7. MATERIAL CHANGES AND COMMITMENT, IF ANY

There are no material changes and commitments affecting the financial position of the Company occurred from 1^st April, 2024 to the date of this Report.

8. SIGNIFICANT AND MATERIAL ORDERS, IF ANY

During the year under review, no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure - “A” attached to this Report.

10. RISK MANAGEMENT

The Company has been taking appropriate actions pursuant to Risk Management Policy from time to time to mitigate adverse impact of various Risks which may adversely affect the performance of the Company and may threaten the very existence of the Company. The provisions relating to Risk Management Committee is not applicable to the Company.

11. THE CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the CSR policy and in compliance with requirements of Section 135 of the Act, the Company has spent Rs.16,40,000/- during the year under review as per the details given in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 attached as Annexure - “B”. The CSR Policy, Annual Action Plan and the Annual Report on CSR in the prescribed format can be viewed at Company’s website www.dineshmills.com in "Investors” Section

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans, guarantees and investments pursuant to Section 186 of the Companies Act, 2013. However, the Company has made investment in 30,00,000, 0.01% Optionally Convertible NonCumulative Preference Shares of Rs. 10/- each for cash at par on Rights Basis issued by Wholly Owned Subsidiary company viz. Fernway Technologies Ltd.

13. AUDITORS REPORTS

The Auditors’ Report issued by M/s. R. K. Doshi & Co. LLP on the Accounts is selfexplanatory and therefore, does not call for any explanation. There were no qualifications, reservations or adverse remarks made by the above referred Statutory Auditors. The Secretarial Audit Report issued by the Secretarial Auditor, Mrs. Heena Patel, Practicing Company Secretary, Vadodara is self-explanatory and therefore, do not call for any explanation. The copy of the Secretarial Audit Report is attached as Annexure - “C”.

During the year under review, no fraud has been reported to the Audit Committee of the Company by the above referred Statutory Auditors and Secretarial Auditor.

14. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The appointment of Directors, Key Managerial Personnel (KMP), payment of remuneration and discharge of their duties are as per the Remuneration Policy framed by the Company pursuant to Section 178(3) of the Companies Act, 2013. The Remuneration Policy can be viewed at Company’s website www.dineshmills.com in "Investors” Section

15. SEXUAL HARRASSMENT OF WOMAN EMPLOYEES

The Company has constituted "Internal Complaints Committee” pursuant to the provisions of the Sexual Harassment of Woman at work place (prevention, prohibition & redressal) Act, 2013 and the status of the complaint during the financial year 2023-2024 is as under:

Details of Complaints	Status
No. of complaints as at 1st April, 2023	Nil
Received during the year	Nil
Resolved during the year	Nil
No. of complaints as at 31st March, 2024	Nil

16. ANNUAL RETURN

The extracts of Annual Return pursuant to Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure - “D” attached to this Report.

17. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standard 1 (SS-1) relating to the meetings of the Board of Directors and Secretarial Standard 2 (SS-2) relating to the General meetings issued by the Institute of Company Secretarial of India and approved by the Central Government.

18. THE MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, four meetings of Board of Directors of the Company were held on 30/05/2023, 11/08/2023, 03/11/2023 and 25/01/2024.

19. KEY MANAGERIAL PERSONNEL (KMP) AND REMUNERATION

During the year under review, Shri Bharatbhai Patel, Chairman & Managing Director, Shri Nimishbhai Patel, Managing Director, Shri J B Sojitra, Company Secretary and Shri Mohan Akalkotkar, Chief Financial Officer were the KMP of the Company pursuant to Section 203 of the Companies Act, 2013 and the Rules made thereunder.

REMUNERATION ETC. PURSUANT TO SECTION 197(12) AND THE RULES MADE THEREUNDER ARE AS UNDER:

a) The ratio of the Remuneration of each Director to the median employee’s remuneration for the financial year and such other details are given hereunder:

(1) Name: Shri Bharatbhai Patel (Chairman & Managing Director)

Ratio: 72:1

(2) Name: Shri Nimishbhai Patel (Managing Director)

Ratio: 72:1

b) The percentage increase in Remuneration of each Director, Chief Financial Officer,

Company Secretary during the financial year:

(1) Shri Bharatbhai Patel - Chairman & Managing Director: 16%

(2) Shri Nimishbhai Patel - Managing Director: 14 %

(3) Shri Mohan Akalkotkar - Chief Financial Officer: 19%

(4) Shri J. B. Sojitra - Company Secretary: 3%

c) The percentage increase in the median remuneration of employees in the financial

year: 24 %

d) There are 302 permanent employees on the Roll of the Company.

e) The Company has given normal increments to the employees during the year ended 31^st March, 2024.

f) The remuneration is paid as per the Remuneration Policy of the Company.

20. CORPORATE GOVERNANCE

The Company believes in good Corporate Governance and the Report on the Corporate Governance as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 which forms an integral part of the Annual Report and the Auditors’ certificate regarding compliance of conditions of Corporate Governance is attached to the Corporate Governance Report.

21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Dinesh Remedies Ltd., a material unlisted subsidiary of the Company is engaged in manufacturing of Empty Hard Gelatin Capsules Shells at Village Mahuvad, Haranmal Road, Padra - Jambusar Highway, Taluka Padra, District Vadodara - 391 440. Fernway Technologies Ltd. and Stellent Chemicals Industries Ltd. are wholly owned subsidiary companies and the financial statements of the above referred subsidiary companies are consolidated.

Stellent Chemicals Industries Ltd. holds 26% equity shares of McGean India Chemicals Pvt. Ltd. i.e. McGean [formerly known as "Chem-Verse Consultants (India) Pvt. Ltd.] and therefore, McGean is an Associate Company and the separate statement containing the salient features of the financial statement of these Subsidiary & Associate Companies has also been given in form AOC-I attached to the financial statement of the Company in pursuant to the provisions of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 (i.e. Ind AS).

22. DEPOSITS

The Company has neither accepted nor renewed any deposits pursuant to Section 73 and 76 of the Companies Act, 2013 and Rules made thereunder during the financial year 2023 - 2024.

23. DIRECTORS

Pursuant to Section 149 and 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors are not liable to retire by rotation whereas other Directors are liable to retire by rotation and accordingly, Shri Nimishbhai Patel, Managing Director of the Company would retire by rotation and being eligible, offer himself for re-appointment.

24. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have given the declaration that, they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with Rules made thereunder and Clause (6) of sub-regulation (i) of Regulation 16 of SEBI (LODR) Regulation 2015.

25. CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS

The Certificate of Non Disqualification of Directors issued by Mrs. Heena Patel, Practicing Company Secretary pursuant to SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 is attached as Annexure - “E”.

26. PERFORMANCE EVALUATION

The performance evaluation of all the Directors including Independent Directors and the Board as a whole which includes the Committees thereof was done on 25^th January, 2024 considering various criteria and also seeking inputs from all the Directors as per the Performance Evaluation Policy of the Company.

A separate meeting of Independent Directors was also held on 25^th January, 2024 and reviewed the performance of Non Independent Directors, performance of the Board as whole and performance of the Chairperson of the Company taking into account the views of Executive and Non- Executive Directors pursuant to the Performance Evaluation Policy of the Company.

27. COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM

During the year under review, the Audit Committee comprises the Independent Directors viz. Shri Rakesh Agrawal, Shri T. M. Patel, Shri Sanjiv Shah and Ms. Reshma Patel.

The Board of Directors of the Company had established the Vigil Mechanism pursuant to Section 177(9) of the Companies Act, 2013 and Rules made for Directors and Employees to report their genuine concerns. However, there were no instances reported to the Chairman of the Audit Committee during the year under review. The Whistle Blower Policy can be viewed at Company’s website www.dineshmills.com in "Investors” Section.

28. SHARES:

(a) BUY BACK OF SECURITIES: The Company has not bought back any of its securities during the year under review.

(b) SWEAT EQUITY: The Company has not issued any Sweat Equity Shares during the year under review.

(c) BONUS SHARES: No Bonus Shares were issued during the year under review.

(d) EMPLOYEES STOCK OPTION PLAN (ESOP): The Company has not provided any Stock Option Scheme to the employees.

29. EMPLOYEES’ REMUNERATION

The details of the remuneration paid to the employees during the year under review are given in the Annexure - “F” to this Report pursuant Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. There is no other employee except shown in Annexure - F, drawing remuneration in excess of the limit prescribed under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

30. INSURANCE

All the properties of the Company including buildings, plant & machinery and stocks have been insured.

31. CONTRACTS / ARRANGEMENT WITH THE RELATED PARTIES

During the year under review, the transactions with the Related parties entered in the ordinary course of business and on Arms’ Length basis which have been approved by the Audit Committee and Board of Directors of the Company and the details of the same are given in Note No.38 attached to the Annual Financial Statement and also disclosed in Form AOC-2 attached as Annexure - “G”.

32. COST RECORDS & COST AUDIT

The Companies (Cost Records & Audit) Rules, 2014 specified by the Central Government pursuant to Section 148 of the Companies Act, 2013 are not applicable to the Company as the product manufactured by the Company is not falling under the Custom Tariff Heading given pursuant to above referred Rules.

33. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

(a) in the preparation of the Annual Accounts for the financial year 2023-2024, the applicable Accounting Standards had been followed along with the proper explanation relating to material departures;

(b) the Directors had selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a

true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the Annual Accounts on a going concern basis;

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

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

34. ACKNOWLEDGEMENTS

Your Board of Directors thanks all the stakeholders’ viz. shareholders, customers, suppliers, bankers, employees for their support during the year under review.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS,

Sd/-

Place: Vadodara BHARAT PATEL

Date: 23^rd May, 2024 CHAIRMAN

DIN: 00039543

---

Mar 31, 2018

To,

The Members,

Shri Dinesh Mills Limited.

The Directors have pleasure in presenting their Report together with the Annual Financial Statement for the year ended 31st March, 2018

1. PERFORMANCE OF THE COMPANY (Rs.in Lakhs)

PARTICULARS	2017-2018	2016-2017
Revenue from Operations	7814	8441
Profit before Depreciation, Interest & Tax (PBDIT)	209	1149
Net Profit / (Loss)	(565)	280

2. DIVIDEND

Your Directors have recommended for your consideration Dividend of Rs. 1.50 per Equity share (Previous year Rs.1.50 per Equity share) on 50,84,382 equity shares of Rs.10/- each amounting to Rs. 76,26,573/- subject to approval of shareholders of the Company at their ensuing 83rd Annual General Meeting.

3. TRANSFER OF UNCLAIMED DIVIDEND & EQUITY SHARES TO INVESTOR EDUCTION AND PROTECTION FUND AUTHORITY (IEPF AUTHORITY)

The Company has already transferred unclaimed dividend upto financial year 2009- 2010 to IEPF during the year under review. The Dividend for the financial year 2010-2011 will be transferred to IEPF in the current financial year i.e. 2018-2019 on due date as mentioned in the Note No. 5 of the ensuing 83rd AGM Notice. During the year under review, the Company has also transferred 55,110 equity shares of Rs.10/- each to the Demat Account of the IEPF Authority pursuant to the provisions of IEPF (Accounting, Audit, Transfer & Refund) Rules, 2016.

4. MATERIAL CHANGES AND COMMITMENT, IF ANY

There are no other material changes and commitments affecting the financial position of the Company occurred from 1st April, 2018 to the date of this Report.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure - “A” attached to this Report.

6. RISK MANAGEMENT

The Company has been taking appropriate actions pursuant to Risk Management Policy from time to time to mitigate adverse impact of various Risks which may adversely affect the performance of the Company and may threaten the very existence of the Company. The provisions relating to Risk Management Committee is not applicable to the Company.

7. THE CORPORATE SOCIAL RESPONSIBILITY

As the provisions relating to the Corporate Social Responsibility (CSR) as prescribed u/s. 135 of the Companies Act, 2013 along with Rules made thereunder are not applicable to our Company and therefore, neither the CSR Committee nor the CSR Policy are required to be framed by the Company.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans, guarantees or made investments pursuant to Section 186 of the Companies Act, 2013.

9. CONTRACTS / ARRANGEMENT WITH THE RELATED PARTIES

During the year under review, no contracts / arrangements are entered with the Related Parties pursuant to Section 188 of the Companies Act, 2013. However, the transactions with Related Parties are given in Note No. 42 attached to the Annual Financial Statement as Good Corporate Governance practice.

10. AUDITORS REPORTS

The Auditors’ Report issued by M/s. Dhirubhai Shah & Co. on the Accounts is self-explanatory and therefore, does not call for any explanation. There were no qualifications, reservations or adverse remarks made by the above referred Statutory Auditors.

The Secretarial Audit Report issued by the Secretarial Auditor, M/s. Kashyap Shah & Co., Practicing Company Secretaries, Vadodara is self explanatory and therefore, does not call for any explanation There were no qualifications, reservations or adverse remarks made by the above referred Secretarial Auditor. The copy of the Secretarial Audit Report is attached as Annexure - “B” to this Report.

11. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The appointment of Directors, Key Managerial Personnel (KMP), payment of remuneration and discharge of their duties are as per the Remuneration Policy framed by the Company pursuant to Section 178(3) of the Companies Act, 2013. The Remuneration Policy can be viewed at Company’s website www.dineshmills.com in “Investors” Section

12. WOMAN HARRASSMENT

The Company has formed the Committee to deal with the complaints, if any regarding sexual harassment of woman employees and no complaint was received by the Committee during the financial year 2017 - 2018.

13. ANNUAL RETURN

The extracts 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 - “C” attached to this Report.

14. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standard 1 (SS-1) relating to the meetings of the Board of Directors and Secretarial Standard 2 (SS-2) relating to the General meetings issued by the Institute of Company Secretarial of India and approved by the Central Government which are effective from 1st October, 2017.

15. THE MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, seven meetings of Board of Directors of the Company were held on 30/05/2017, 14/08/2017, 27/09/2017, 14/11/2017, 30/01/2018, 14/02/2018 and 28/03/2018.

16. KEY MANAGERIAL PERSONNEL (KMP) AND REMUNERATION

Shri Bharatbhai Patel, Chairman & Managing Director, Shri J B Sojitra, Company Secretary and Shri Apurva Shah, Chief Financial Officer are the KMP of the Company pursuant to Section 203 of the Companies Act, 2013 and the Rules made thereunder.

During the year under review, Shri Sudip Ray resigned as Chief Financial Officer (CFO) of the Company w.e.f 01/ 08/2017 and Shri Apurva Shah has been appointed as CFO w.e.f. 30th January, 2018.

REMUNERATION ETC. PURSUANT TO SECTION 197(12) AND THE RULES MADE THEREUNDER ARE AS UNDER:

a) The ratio of the Remuneration of each Director to the median employee’s remuneration for the financial year and such other details as given hereunder:

(1) Name : Shri Bharatbhai Patel (Chairman & Managing Director)

Ratio: 80:1

(2) Name: Shri Nimishbhai Patel (Managing Director)

Ratio: 80:1

b) The percentage increase in Remuneration of each Director, Chief Financial Officer, Company Secretary during the financial year:

(1) Shri Bharatbhai Patel - Chairman & Managing Director : 14%

(2) Shri Nimishbhai Patel - Managing Director : 14%

(3) Shri Apurva Shah - Chief Financial Officer (w.e.f 30/01/2018): NIL%

(4) Shri J. B. Sojitra - Company Secretary : 5%

c) The percentage increase in the median remuneration of employees in the financial year: 5%

d) There are 676 permanent employees on the Roll of the Company.

e) The explanation on the relationship between average increases in Remuneration and Company performance: The Company has incurred the losses due to implementation of VRS but to retain the employees and considering the inflation, normal increments are given.

f) Comparison of the Remuneration of the Key Managerial Personnel (KMP) against the performance of the company: Due to sluggish domestic & international markets and intense competition on prices, cheaper imports from China and preference to the readymade garments, the revenue from Operations has been adversely affected and as a result thereof, our Company has incurred losses also due to implementation of VRS during the year under review. However, considering the qualifications, experience, long association, untiring efforts and their contribution to the Company, the remuneration are paid within the permissible limits under Schedule V to the Companies Act, 2013.

17. CORPORATE GOVERNANCE

The Report on Corporate Governance pursuant to the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 alongwith the certificate of M/s. Dhirubhai Shah & Co., Chartered Accountants, Auditors of the Company are attached herewith as Annexure - “D” and Annexure - “E” respectively.

18. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has Subsidiary Company viz. Dinesh Remedies Ltd., engaged in manufacturing of Empty hard Gelatin Capsules Shells at Village Mahuvad, Haranmal Road, Padra-Jambusar Highway, Taluka Padra, District Vadodara - 391 440.

During the year under review, the Company has incorporated two subsidiary companies viz. Fernway Technologies Ltd. and Fernway Textiles Ltd. on 30th October, 2017 and 6th November, 2017 respectively. There are no other Joint Ventures and Associate companies.

The financial statements of the above referred subsidiary companies are consolidated and the separate statements containing the salient features of the financial statement of these subsidiary companies have also been attached to the financial statement of the Company pursuant to the provisions of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 (i.e. Ind AS).

19. DEPOSITS

The Company has neither accepted nor renewed any deposits pursuant to Section 73 and 76 of the Companies Act, 2013 and Rules made thereunder during the financial year 2017 - 2018.

20. DIRECTORS

Pursuant to Section 149 and 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors are not liable to retire by rotation whereas other Directors are liable to retire by rotation and accordingly, Shri Nimishbhai Patel, Managing Director of the Company would retire by rotation and being eligible, offer himself for re-appointment. The particulars of the Director retiring by rotation and seeking re-appointment have been given in the Notice of the ensuing 83rd Annual General Meeting of the members of the Company.

21. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have given the declaration that, they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with Rules made thereunder.

22. PERFORMANCE EVALUATION OF DIRECTORS

The performance evaluation of all the Directors including Independent Directors and the Board as a whole which includes the Committees thereof was done on 28th March, 2018 as per the Performance Evaluation Policy of the Company.

As per provisions of the Companies Act, 2013 read with Rules made thereunder, a separate meeting of the Independent Directors was held on 28th March, 2018 to consider the following agenda:

a) Review the performance of Non-Independent Directors and the Board as a whole including Committees thereof.

b) Review the performance of the Chairperson of the Company.

c) Asses the efficacy and adequacy of flow of information.

Except Mrs. Tarunaben Patel, all other Independent Directors of the Company were present in the meeting held on 28th March, 2018 and they considered the above referred agenda.

23. STATUTORY AUDITORS

The tenure of M/s. Dhirubhai Shah & Co., Chartered Accountants, Ahmedabad would expire on the conclusion of the ensuing 83rd Annual General Meeting. The Company has received a letter dated 28th April, 2018 from the above referred Auditors to the effect that, if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The continuance of appointment and payment of remuneration to M/ s. Dhirubhai Shah & Co., Chartered Accountants are proposed to be approved in the ensuing 83rd Annual General Meeting.

24. COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM

Presently, the Audit Committee consists of four Independent Directors viz. Shri Rakesh Agrawal, Shri T. M. Patel, Shri Sanjiv Shah and Mrs. Tarunaben Patel.

The Board of Directors of the Company had established the Vigil Mechanism pursuant to Section 177(9) of the Companies Act, 2013 and Rules made for Directors and Employees to report their genuine concerns. However, there were no instances reported to the Chairman of the Audit Committee during the year under review. The Whistle Blower Policy can be viewed at Company’s website www.dineshmills.com in “Investors” Section.

25. SHARES:

(a) BUY BACK OF SECURITIES: The Company has not bought back any of its securities during the year under review.

(b) SWEAT EQUITY: The Company has not issued any Sweat Equity Shares during the year under review.

(c) BONUS SHARES: No Bonus Shares were issued during the year under review.

(d) EMPLOYEES STOCK OPTION PLAN (ESOP): The Board of Directors of the Company have allotted 16,200 equity shares of Rs.10/- each to the employees of the Company as per the terms & conditions of the ESOP-2016 Scheme of the Company based on the decision taken by the Nomination, Remuneration & Compensation Committee of the Directors of the Company. As a result of the allotment of 16,200 equity shares of Rs.10/- each under ESOP, the paid up equity share capital of the Company has been increased to Rs. 510.06 Lakhs w.e.f. 28th May, 2018.

26. EMPLOYEES’ REMUNERATION:

The details of the remuneration paid to the employees during the year under review are given in the Annexure -”F” to this Report pursuant to Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

27. INSURANCE:

All the properties of the Company including buildings, plant & machinery and stocks have been insured.

28. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors confirm that:

(a) in the preparation of the Annual Accounts for the financial year 2017-2018, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

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

(c) the Directors had taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the Annual Accounts on a going concern basis;

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

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

29. ACKNOWLEDGEMENTS

Your Board of Directors thanks all the stakeholders viz. shareholders, customers, suppliers, bankers, employees for their support during the year under review.

For and on behalf of the Board of Directors

Place : Vadodara BHARAT PATEL

Date : 28th May, 2018 CHAIRMAN

---

Mar 31, 2016

To,

The Members,

Shri Dinesh Mills Limited.

The Directors have pleasure in presenting their Report together with the Annual Financial Statement for the year ended 31st March, 2016

1. PERFORMANCE OF THE COMPANY (Rs. in Lacs)

PARTICULARS	2015-16	2014 - 2015
SALES TURNOVER (NET)	7808.67	8049.08
GROSS PROFIT	994.52	1192.60
Less: (A) Depreciation	745.26	787.62
(B) Provision for Taxation
(i) Current Tax	14.04	45.72
(ii) Deferred Tax	(55.21)	(94.78)
NET PROFIT	290.43	454.04
Add: Previous Year''s Surplus	183.11	189.22
Profits available for Appropriation	473.54	643.26
Appropriating there from:
(A) Proposed Dividend	76.27	91.52
(B) Dividend Tax on above	15.52	18.63
(C) General Reserve	0.00	350.00
(D) Surplus carried to B/S.	381.75	183.11

2. DIVIDEND

Your Directors have recommended for your consideration Dividend of Rs. 1.50 per Equity share (Previous year Rs.1.80 per Equity share) on 50,84,382 equity shares of Rs.10/- each amounting to Rs. 76,26,573/- for the financial year ended 31st March, 2016.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND (IEPF)

The Company has already transferred unclaimed dividend up to financial year 2007- 2008 to IEPF during the year under review. The Dividend for the financial year 2008-2009 will be transferred to IEPF in the current financial year i.e. 2016-2017 on due date as mentioned in the Note No. 5 of the ensuing 81st AGM Notice.

4. MANAGEMENT DISCUSSION AND ANALYSIS

A. OVERALL REVIEW OF OPERATIONS

We are a composite textile sector company manufacturing woolen / worsted suiting and machine clothing (felt). The Company manufactures and markets high quality products under the brand name ''dinesh''. There are few organized sector companies and many companies are in un-organized sector and the Company has to face cut throat competition in the domestic and international markets. The Textile Industry is labour & capital intensive and one of the largest employers in India and the industry has to face various internal & external challenges and our Company is not an exception to these challenges. Despite sluggish domestic & international markets and intense competition on prices, our Company could achieve sales turnover of Rs.7809/- Lacs and the net profit of Rs.290/- Lacs during the year under review as compared to Rs.8049/- Lacs and Rs.454/- Lacs respectively of the previous year.

B. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONALPERFORMANCE

Highlights (Rs. in Lacs)

Sr. No.	Particulars	2015 - 2016	2014 - 2015
1	Sales Turnover (Net)	7809	8049
2	Operating profit (PBDIT)	1214	1464
3	Depreciation	745	788
4	Interest	220	271
5	Profit before Tax	249	405
6	Provision for Taxation	(41)	(49)
7	Net Profit	290	454

C. OVERALL OUTLOOK

Global slow-down and intense competition in the Domestic market would likely to adversely affect the sales turnover and profitability of the Company. However, our Company is taking appropriate steps to mitigate the adverse impact to the extent possible.

The Company assumes no responsibility in respect of forward looking statements made herein above which may substantially change based on subsequent developments, events, change in the Government policies, exchange rate etc. over the globe.

D. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Internal Audit department conducts audit of all departments of the Company and places Audit reports/ plans before the Audit Committee which reviews adequacy of internal audit functions, audit procedures and its coverage periodically. The minutes of the Audit Committee meetings are placed at the meetings of the Board of Directors from time to time. The Company has adopted the concept of pre-audit and therefore, the mistakes, if any are rectified before the transactions are finally booked in the Accounts of the Company.

E. INDUSTRIAL RELATIONS

The industrial relations both at Baroda and Ankleshwar unit have remained cordial. As on 31st March, 2016, there were 974 employees in the Company.

5. MATERIAL CHANGES AND COMMITMENT, IF ANY

There are no other material changes and commitments affecting the financial position of the Company occurred from 1st April, 2016 to the date of this Report.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure - "A" attached to this Report.

7. RISK MANAGEMENT

The Company has been taking appropriate actions pursuant to Risk Management Policy from time to time to mitigate adverse impact of various Risks which may adversely affect the performance of the Company and may threaten the very existence of the Company. The provisions relating to Risk Management Committee is not applicable to the Company.

8. THE CORPORATE SOCIAL RESPONSIBILITY

As the provisions relating to the Corporate Social Responsibility (CSR) as prescribed u/s. 135 of the Companies Act, 2013 along with Rules made there under are not applicable to our Company and therefore, neither the CSR Committee nor the CSR Policy are required to be framed by the Company.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans, guarantees or made investments pursuant to Section 186 of the Companies Act, 2013 and therefore, the disclosure under the said provision is not applicable.

10. THE RELATED PARTY TRANSACTIONS

During the year under review, the transactions with Related Parties were not material, entered into in the ordinary course of business and on Arms'' length basis. However, as Good Corporate Governance practice, the particulars of Related Parties transaction are given in Note No. 30 attached to the Annual Financial Statement.

11. AUDITORS REPORTS

The Auditors'' Report issued by M/s. Dhirubhai Shah & Doshi on the Accounts is self-explanatory and therefore, does not call for any explanation. There were no qualifications, reservations or adverse remarks made by the above referred Statutory Auditors.

The Secretarial Audit Report issued by the Secretarial Auditor, M/s. Kashyap Shah & Co., Practicing Company Secretaries, Vadodara is self explanatory and therefore, does not call for any explanation. There were no qualifications, reservations or adverse remarks made by the above referred Secretarial Auditor. The copy of the Secretarial Audit Report is attached as Annexure - "B" to this Report.

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

The appointment of Directors, Key Managerial Personnel (KMP), payment of remuneration and discharge of their duties are as per the Remuneration Policy framed by the Company pursuant to Section 178(3) of the Companies Act, 2013. The Remuneration Policy can be viewed at Company''s website www.dineshmills.com in "Investors" Section

13. WOMAN HARRASSMENT

The Company has formed the Committee to deal with the complaints, if any regarding sexual harassment of woman employees and no complaint was received by the Committee during the financial year 2015 - 2016.

14. ANNUAL RETURN

The extracts 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 - "C" is attached to this Report.

15. THE MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, six meetings of Board of Directors of the Company were held on 30/05/2015, 12/ 08/2015, 30/09/2015, 05/11/2015, 05/02/2016 and 29/03/2016.

16. KEY MANAGERIAL PERSONNEL (KMP) AND REMUNERATION

Shri Bharatbhai Patel, Chairman & Managing Director, Shri J B Sojitra, Company Secretary and Shri M. B. Thummar, Chief Financial Officer are the KMP of the Company pursuant to Section 203 of the Companies Act, 2013 and the Rules made there under.

During the year under review, Shri B. B. Patel was retired as Chief Financial Officer (CFO) of the Company w.e.f 01/02/2016 and Shri M. B. Thummar was appointed as CFO w.e.f. 30th May, 2016.

REMUNERATION ETC. PURSUANT TO SECTION 197(12) AND THE RULES MADE THEREUNDER ARE AS UNDER:

a) The ratio of the Remuneration of each Director to the median employee''s remuneration for the financial year and such other details as given hereunder:

(1) Name : Shri Bharatbhai Patel (Chairman & Managing Director)

Ratio: 70:1

(2) Name: Shri Nimishbhai Patel (Managing Director)

Ratio: 70:1

b) The percentage increase in Remuneration of each Director, Chief Financial Officer, Company Secretary during the financial year:

(1) Shri Bharatbhai Patel - Chairman & Managing Director : NIL%

(2) Shri Nimishbhai Patel - Managing Director : NIL%

(3) Shri B. B. Patel - Chief Financial Officer : 6%

(4) Shri J. B. Sojitra - Company Secretary : 14%

c) The percentage increase in the median remuneration of employees in the financial year: 6%

d) The number of permanent employees on the Roll of the Company: 974

e) The explanation on the relationship between average increases in Remuneration and Company performance: The Net Profit of the Company has been adversely affected but to retain the employees, normal increments are given also considering the inflation. However, there is no increase in the managerial remuneration of Shri Bharatbhai Patel and Shri Nimishbhai Patel, Managing Directors of the Company during the year under review.

f) Comparison of the Remuneration of the Key Managerial Personnel (KMP) against the performance of the company: The turnover and profitability of the Company has been adversely affected due to global slowdown. The Company has given normal yearly increment to KMP (excluding the remuneration of Managing Directors).

17. CORPORATE GOVERNANCE

The Report on Corporate Governance pursuant to the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 along with the certificate of M/s. Dhirubhai Shah & Doshi, Chartered Accountants, Auditors of the Company are attached herewith as Annexure - "D" and Annexure - "E" respectively.

18. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has only one Subsidiary Company viz. Dinesh Remedies Ltd., engaged in manufacturing of Empty hard Gelatin Capsules Shells at Village Mahuvad, Haranmal Road, Padra-Jambusar Highway, Taluka Padra, District Vadodara - 391 440. There are no other Joint Ventures and Associate companies.

19. DEPOSITS

The Company has neither accepted nor renewed any deposits pursuant to Section 73 and 76 of the Companies Act, 2013 and Rules made thereunder during the financial year 2015 - 2016.

20. DIRECTORS

During the year under review, the Board of Directors appointed Mrs. Tarunaben Patel and Shri Sanjiv Shah as an Additional (Independent) Directors w.e.f. 29th March, 2016 and their appointment as an Independent Directors of the Company for a term of five years from 29th March, 2016 to 28th March, 2021 are proposed for approval of shareholders at their ensuing 81st Annual General Meeting. The particulars of Mrs. Tarunaben Patel and Shri Sanjiv Shah are given in the Notice of the ensuing 81st Annual General Meeting of the members of the Company. During the year under review, Shri H. N. Elavia and Shri Jal Patel, Independent Directors had resigned w.e.f. 4th March, 2016 and 3rd March, 2016 respectively. The Board appreciates the valuable contribution and guidance given by them during their tenure.

Pursuant to Section 149 and 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors are not liable to retire by rotation whereas other Directors are liable to retire by rotation and accordingly, Shri J. B. Sojitra, Director of the Company would retire by rotation and being eligible, offer himself for re-appointment. The particulars of the Director retiring by rotation and seeking re-appointment have been given in the Notice of the ensuing 81st Annual General Meeting of the members of the Company.

21. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have given the declaration that, they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with Rules made there under.

22. PERFORMANCE EVALUATION OF DIRECTORS

The performance evaluation of all the Directors including Independent Directors and the Board as a whole which includes the Committees thereof was done on 29th March, 2016 as per the Performance Evaluation Policy of the Company.

As per provisions of the Companies Act, 2013 read with Rules made there under, a separate meeting of the Independent Directors was held on 29th March, 2016 to consider the following agenda:

a) Review the performance of Non-Independent Directors and the Board as a whole.

b) Review the performance of the Chairperson of the Company.

c) Asses the efficacy and adequacy of flow of information.

The Independent Directors viz. Shri Rakesh Agrawal and Shri A. T. Patel were present in the meeting held on 29th March, 2016 and they considered the above referred agenda.

23. STATUTORY AUDITORS

The tenure of M/s. Dhirubhai Shah & Doshi, Chartered Accountants, Ahmedabad would expire on the conclusion of the ensuing 81st Annual General Meeting. The Company has received a letter dated 27th April, 2016 from the above referred Auditors to the effect that, if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The continuance of appointment and payment of remuneration to

M/s. Dhirubhai Shah & Doshi, Chartered Accountants are proposed to be approved in the ensuing 81st Annual General Meeting.

24. COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM

The Audit Committee consists of three Independent Directors viz. Shri Sanjiv Shah, Shri A. T. Patel and Shri T. M. Patel during the year under Review.

The Board of Directors of the Company had established the Vigil Mechanism pursuant to Section 177(9) of the Companies Act, 2013 and Rules made there under read with Clause 49 of the Listing Agreement with BSE Ltd. for Directors and Employees to report their genuine concerns. However, there were no instances reported to the Chairman of the Audit Committee during the year under review. The Whistle Blower Policy can be viewed at Company''s website www.dineshmills.com "Investors" Section.

25. SHARES:

(a) BUY BACK OF SECURITIES: The Company has not bought back any of its securities during the year under review.

(b) SWEAT EQUITY: The Company has not issued any Sweat Equity Shares during the year under review.

(c) BONUS SHARES: No Bonus Shares were issued during the year under review.

(d) EMPLOYEES STOCK OPTION PLAN: The Company has not provided any Stock Option Scheme to the employees during the year under review.

26. EMPLOYEES'' REMUNERATION:

The details of the remuneration paid to the employees during the year under review are given in the Annexure - "F" to this Report pursuant to Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

27. INSURANCE:

All the properties of the Company including buildings, plant & machinery and stocks have been insured.

28. DIRECTORS RESPONSIBILITY STATEMENT Your Directors confirm that:

(a) in the preparation of the Annual Accounts for the financial year 2015-2016, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

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

(c) the Directors had taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the Annual Accounts on a going concern basis;

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

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

29. ACKNOWLEDGEMENTS

Your Board of Directors thanks all the stakeholders viz. shareholders, customers, suppliers, bankers, employees for their support during the year under review.

For and on behalf of the Board of Directors

Place : Vadodara

Date : 30th May, 2016 BHARAT PATEL

CHAIRMAN

---

Mar 31, 2014

The Members,

The Directors have pleasure in presenting their Report together with the Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS : (Rs.in Lacs)

PARTICULARS 2013 - 2014 2012 - 2013

SALES TURNOVER (NET) 8609.86 8633.21

GROSS PROFIT 1594.77 1384.65

Less: (A) Depreciation 1029.71 974.79

(B) Provision for Taxation

(i) Current Tax 180.90 94.10

(ii) Deferred Tax (48.58) 6.71

NET PROFIT 432.74 309.05

Add: (A) Previous Year''s Surplus 188.55 239.91

(B) Adjustments relating to earlier years NIL NIL

(C) Excess Depreciation written back NIL NIL

Profits available for Appropriation 621.29 548.97

Appropriating therefrom:

(A) Proposed Dividend 91.52 94.99

(B) Dividend Tax on above 15.54 15.42

(C) General Reserve 325.00 250.00

(D) Surplus carried to B/S. 189.23 188.55

DIVIDEND

Your Directors have recommended for your consideration Dividend of Rs. 1.80 per Equity share (Previous year Rs.1.80 per Equity share on 52,77,500 equity shares) on 50,84,382 equity shares of Rs.10/- each amounting to Rs. 91,51,887.60 for the financial year ended 31st March, 2014.

BUY BACK OF EQUITY SHARES

Members are aware that, the Board of Directors of the Company at their meeting held on 9th March, 2013 approved the Buy Back of equity shares of the Company through Stock Exchange Mechanism from the open market and accordingly, the Company has bought back 1,93,118 equity shares of Rs.10/- each through BSE Ltd. and as a result thereof, the paid up equity shares of the Company is reduced from 52,77,500 equity shares to 50,84,382 equity shares of Rs.10/- each and the percentage of Management Group shareholding has been increased from 43.36% to 45.01%

FIXED DEPOSITS

As on 31st March, 2014, there were 31 Depositors, whose deposits were not claimed after the date on which the deposits were due for payment or renewal.

The amount due to such depositors was Rs. 2,81,000/- which remained unclaimed. Subsequently, one Depositor has claimed such deposit amounting to Rs.10,000/-.

The Deposits outstanding as at 31st March, 2014 would be repaid pursuant to Section 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rule, 2014.

INSURANCE

All the properties of the Company including buildings, plant & machinery and stocks have been insured.

DIRECTORS

During the year under review, Shri Sudhir Mankad and Shri Atulbhai G. Shroff, Directors of the Company have resigned. The Board appreciates for the valuable contribution made by them during their tenure as Directors of the Company.

Pursuant to Section 149 and 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors are not liable to retire by rotation whereas other Directors are liable to retire by rotation and accordingly, Shri Bharatbhai U. Patel, Chairman & Managing Director of the Company would retire by rotation and being eligible, offer himself for re-appointment.

INDEPENDENT DIRECTORS:

Shri H. N. Elavia, Shri Jal R. Patel, Shri A. T Patel, Shri T M. Patel and Shri Rakesh Agrawal are rendering their services as Non-Executive Independent Directors of the Company. As they fulfill the criteria of Independence as per Section 149(6) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible, offers themselves for appointment as Independent Director pursuant to Section 149 and 152 of the Companies Act, 2013 read with Rules there under and Clause: 49 of the Listing Agreement with BSE Ltd, are proposed to be appointed as Independent Directors.

SUBSIDIARY COMPANY: DINESH REMDIES LTD. (DRL):

DRL manufactures Empty Hard Gelatin Capsules having WHO-GMP and HACCP certifications. As required by Accounting Standard 21 relating to Consolidation of Accounts, we have consolidated Accounts of our Subsidiary Company viz. Dinesh Remedies Ltd. (DRL). The Board of Directors of our Company has also passed the Resolution as per the General Exemption given by the Ministry of Corporate Affairs, Govt. of India vide its Circular No. 2/2011 dated 8th February, 2011 and accordingly, the Audited Financial Statements and Reports of the Board of Directors and Auditors of our subsidiary company viz. DRL are not attached to this Report pursuant to Section 212 of the Companies Act, 1956. However, the statement pursuant to Section 212 of the Companies Act, 1956 and key financial information of DRL are given in the Annual Report. The above referred documents of DRL shall made available to the members of the Company on demand and the same are also available for inspection by the members at the Registered Office of the Company and DRL.

AUDITORS

The tenure of the existing Statutory Auditors, M/s. Dhirubhai Shah & Doshi, Chartered Accountants would expire on the conclusion of the ensuing 79th Annual General Meeting of the Company. The Company has received a certificate from M/s. Dhirubhai Shah & Doshi, Chartered Accountants to the effect that, their appointment, if made, would be in accordance with the provisions of Section 139 & 141 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014.

The Auditors'' Report on the Accounts issued by M/s. Dhirubhai Shah & Doshi is self-explanatory and therefore, does not call for any explanation.

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 the Board of Directors) Rules, 1988 is given in the Annexure - A to this Report.

EMPLOYEES

The details of remuneration paid to employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time are given in the Annexure - B which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As none of the criteria viz. Net Worth of Rs.500/- crores or more, or Turnover of Rs.1000/- crores or more or Net Profit of Rs. 5/- crore or more provided u/s. 135 of the Companies Act, 2013 are applicable to the Company and therefore, the provisions relating to the Companies (Corporate Social Responsibility Policy) Rules, 2014 does not apply to the Company as at 31st March, 2014.

DIRECTORS RESPONSIBILITIES STATEMENT

Your Directors confirm that:

I. In preparation of Accounts for the period ended 31st March, 2014, the applicable Accounting standards have been followed alongwith proper explanation relating material departures.

II. The Directors have selected such accounting policies and applied them consistently and made judgments and

estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit 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 Annual Accounts for the period ended 31st March, 2014 on a going concern basis.

CORPORATE GOVERNANCE

The Report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with BSE Ltd. alongwith the

certificate of M/s. Dhirubhai Shah & Doshi, Chartered Accountants, Auditors of the Company are attached herewith as

Annexure - C and Annexure - D respectively.

ACKNOWLEDGEMENTS:

Your Board of Directors thanks all the stakeholders viz. shareholders, customers, suppliers, bankers, employees for their continuous support during the period under review.

Place : Vadodara For and on behalf of the Board of Directors

Date : 30th May, 2014 BHARAT U. PATEL

CHAIRMAN

---

Mar 31, 2013

To , The Members,

The Directors have pleasure in presenting their Report together with the Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS :

(Rs.in Lacs)

PARTICULARS 2012 - 13 2011 - 12

SALES TURNOVER (NET) 8633.21 8648.87

GROSS PROFIT 1384.65 1577.34

Less: (A) Depreciation 974.79 849.84

(B) Provision for Taxation

(i) Current Tax 94.10 106.05

(ii) Deferred Tax 6.71 120.70

NET PROFIT 309.05 500.75

Add: (A) Previous Year''s Surplus 239.92 261.84

(B) Adjustments relating to earlier years NIL NIL

(C) Excess Depreciation written back NIL NIL

Profits available for Appropriation 548.97 762.59

Appropriating therefrom:

(A) Proposed Dividend 94.99 105.55

(B) Dividend Tax on above 15.42 17.12

(C) General Reserve 250.00 400.00

(D) Surplus carried to B/S. 188.56 239.92

DIVIDEND

Your Directors have recommended for your consideration Dividend of Rs.1.80 per Equity share (Previous year Rs.2/- per Equity share) on 52,77,500 equity shares of Rs.10/- each amounting to Rs. 94,99,500/- for the financial year ended 31st March, 2013.

FIXED DEPOSITS

As on 31st March, 2013, there were 27 Depositors, whose deposits were not claimed after the date on which the deposits were due for payment or renewal.

The amount due to such depositors was Rs. 2,31,000/- which remained unclaimed. Subsequently, 2 Depositors have renewed and/or claimed such deposits amounting to Rs. 70,000/-.

INSURANCE

All the properties of the Company including buildings, plant & machinery and stocks have been insured.

DIRECTORS

Shri Atulbhai G. Shroff and Shri J. B. Sojitra, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

SUBSIDIARY COMPANY

As required by Accounting Standard 21 relating to Consolidation of Accounts, we have consolidated Accounts of our Subsidiary Company viz. Dinesh Remedies Ltd. (DRL). The Board of Directors of our Company has also passed the resolution as per the General Exemption given by the Ministry of Corporate Affairs, Govt. of India vide its Circular No. 2/2011 dated 8th February, 2011 and accordingly, the Audited Financial Statements and Reports of the Board of Directors and Auditors of our subsidiary company viz. DRL are not attached to this Report pursuant to Section 212 of the Companies Act, 1956. However, the statement pursuant to Section 212 of the Companies Act, 1956 and key financial information of DRL are given in the Annual Report. The above referred documents of DRL shall made available to the members of the Company on demand and the same are also available for inspection by the members at the Registered Office of the Company and DRL.

AUDITORS

The tenure of the existing Statutory Auditors, M/s. Dhirubhai Shah & Co., Chartered Accountants would expire on the conclusion of the ensuing 78th Annual General Meeting of the Company. The Company has received a certificate from M/s. Dhirubhai Shah & Co., Chartered Accountants to the effect that, their appointment, if made, would be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

The Auditors'' Report on the Accounts issued by M/s. Dhirubhai Shah & Co. is self-explanatory and therefore, does not call for any explanation.

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 the Board of Directors) Rules, 1988 is given in the Annexure - A to this Report.

EMPLOYEES

The details of remuneration paid to employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time are given in the Annexure - B which forms part of this Report.

DIRECTORS RESPONSIBILITIES STATEMENT

Your Directors confirm that:

I. In preparation of Accounts for the period ended 31st March, 2013, the applicable Accounting standards have been followed alongwith proper explanation relating material departures.

II. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit 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 Annual Accounts for the period ended 31st March, 2013 on a going concern basis.

CORPORATE GOVERNANCE

The Report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Ltd. alongwith the certificate of M/s. Dhirubhai Shah & Co., Chartered Accountants, Auditors of the Company are attached herewith as Annexure No. ''C'' and ''D'' respectively.

ACKNOWLEDGEMENTS:

Your Board of Directors thanks all the stakeholders viz. shareholders, customers, suppliers, bankers, employees for their continuous support during the period under review.

Place : Vadodara For and on behalf of the Board of Directors

Date : 31st May, 2013 BHARAT U. PATEL

CHAIRMAN

---

Mar 31, 2012

The Directors have pleasure in presenting their Report together with the Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS :

(Rs.in Lacs)

PARTICULARS 2011 - 2012 2010 - 2011

SALES TURNOVER (NET) 8648.87 8252.28

GROSS PROFIT 1577.34 1844.04

Less: A. Depreciation 849.84 747.69

B. Provision for Taxation:

(i) Current Tax 106.05 411.70

(ii) Deferred Tax 120.70 226.75 (94.01) 317.69

NET PROFIT 500.75 778.66

Add: (A) Previous Year's Surplus 261.84 203.93

(B) Adjustments relating to earlier years NIL (13.61)

(C) Excess Depreciation written back NIL 15.53

Profits available for Appropriation 762.59 984.51

Appropriating therefrom:

(A) Proposed Dividend 105.55 105.55

(B) Dividend Tax on above 17.12 17.12

(C) General Reserve 400.00 600.00

(D) Surplus carried to B/S. 239.92 261.84

DIVIDEND

Your Directors have recommended for your consideration Dividend of Rs.2/- per Equity share (Previous year Rs.2/- per Equity share) on 52,77,500 equity shares of Rs.10/- each amounting to Rs. 1,05,55,000/- for the financial year ended 31st March, 2012.

MANAGEMENT DISCUSSION AND ANALYSIS:

A. OVERALL REVIEW OF OPERATIONS:

We are a composite textile sector company manufacturing woolen / worsted suiting and machine clothing (felt). The Company manufactures and markets high quality products under the brand name 'dinesh'. There are few organized sector companies and many companies are in un-organized sector and the Company has to face cut throat competition in the domestic and international markets. During the year under review, Sales Turnover has been increased to Rs. 8649 lacs from Rs. 8252 lacs but the Net Profit has been decreased to Rs. 501 lacs from Rs.778 lacs as compared to the previous year mainly due to increase in the raw material price, depreciation and other overheads.

During the year under review, the export of suiting has been decreased to Rs. 310 lacs as compared to Rs. 397 lacs of the previous year due to negative impact of the Euro Zone crisis on the purchasing power of the Buyers in the western markets.

B. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

Highlights

(Rs. in Lacs)

Particulars 2011-2012 2010-2011 % Change

1 Sales Turnover (Net) 8649 8252 5

2 Operating profit (PBDIT) 1933 2158 (10)

3 Depreciation 850 748 14

4 Interest 355 314 13

5 Profit before Tax 728 1096 (34)

6 Tax 227 318 (29)

7 Net Profit 501 778 (36)

C. OVERALL OUTLOOK

Due to adverse impact of the Euro Zone crisis on the developed and developing countries, the slow down has also hit the global economy and our economy as well which is evident from the nine years low GDP growth under 7% during the year under review which could further slow down to under 6% during the year 2012 - 2013 and our Company may be able to maintain the sale turnover but the profit margin would remain under severe pressure during the current year 2012-2013.

The Company assumes no responsibility in respect of forward looking statements made herein above which may substantially change based on subsequent developments, events, change in the Government policies, exchange rate etc. over the globe.

D. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Internal Audit department conducts audit of all departments of the Company and places audit reports/ plans before the Audit Committee which reviews adequacy of internal audit functions, audit procedures and its coverage periodically. The minutes of the Audit Committee meetings are placed at the meetings of the Board of Directors from time to time.

E. INDUSTRIAL RELATIONS

The industrial relations both at Baroda and Ankleshwar unit have remained cordial. As on 31st March, 2012, there were 1082 employees in the Company.

FIXED DEPOSITS

As on 31st March, 2012, there were 40 Depositors, whose deposits were not claimed after the date on which the deposits were due for payment or renewal.

The amount due to such depositors was Rs. 10,41,000/- which remained unclaimed. Subsequently, 3 Depositors have renewed and/or claimed such deposits amounting to Rs.1,20,000/-.

INSURANCE

All the properties of the Company including buildings, plant & machinery and stocks have been insured.

DIRECTORS

Shri Upendrabhai M. Patel and Shri Tanujbhai M. Patel, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

The Board also records with deep regret for the sad demise of Shri Ranjitsinh P. Gaekwad, ex-Director of our Company.

SUBSIDIARY COMPANY

As required by Accounting Standard 21 relating to Consolidation of Accounts, we have consolidated Accounts of our Subsidiary Company viz. Dinesh Remedies Ltd. (DRL). The Board of Directors of our Company has passed the resolution at their meeting held on 12th May, 2012 as per the General Exemption given by the Ministry of Corporate Affairs, Govt. of India vide its Circular No. 2/2011 dated 8th February, 2011 and accordingly, the Audited Financial Statements and Reports of the Board of Directors and Auditors of our subsidiary company viz. DRL are not attached to this Report pursuant to Section 212 of the Companies Act, 1956. However, these documents of DRL shall be made available to the members of the Company on demand and the same are also available for inspection by the members at the Registered Office of the Company and DRL.

AUDITORS

The tenure of the existing Statutory Auditors, M/s. Dhirubhai Shah & Co., Chartered Accountants would expire on the conclusion of the ensuing 77th Annual General Meeting of the Company. The Company has received a certificate from M/s. Dhirubhai Shah & Co., Chartered Accountants to the effect that, their appointment, if made, would be in accordance with the provisions of Section 224(1 B) of the Companies Act, 1956.

The Auditors' Report on the Accounts issued by M/s. Dhirubhai Shah & Co. is self-explanatory and therefore, does not call for any explanation.

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 the Board of Directors) Rules, 1988 is given in the Annexure - A to this Report.

EMPLOYEES

The details of remuneration paid to employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time are given in the Annexure - B which forms part of this Report.

DIRECTORS RESPONSIBILITIES STATEMENT

Your Directors confirm that:

I. In preparation of Accounts for the period ended 31st March, 2012, the applicable Accounting standards have been followed alongwith proper explanation relating material departures.

II. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit 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 Annual Accounts for the period ended 31st March, 2012 on a going concern basis.

CORPORATE GOVERNANCE

The Report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Ltd. alongwith the certificate of M/s. Dhirubhai Shah & Co., Chartered Accountants, Auditors of the Company are attached herewith as Annexure No. 'C' and 'D' respectively.

ACKNOWLEDGEMENTS:

Your Board of Directors thanks all the stakeholders viz. shareholders, customers, suppliers, bankers, employees for their continues support during the period under review.

Place : Vadodara For and on behalf of the Board of Directors

Date : 12th June, 2012 BHARAT U. PATEL

CHAIRMAN

---

Mar 31, 2011

The Members,

The Directors have pleasure in presenting their Report together with the Audited Accounts for the financial year ended 31st March, 2011.

FINANCIAL RESULTS :

PARTICULARS 2010-2011

Rs. Rs.

SALES TURNOVER (NET) - 823,297,881

GROSS PROFIT - 184,403,203

Less:

A Depreciation - 74,768,703

B. Provision for Taxation:

(i) Current Tax 41,000,000 -

(ii) Deferred Tax (9,401,128) -

(iii) Wealth Tax 170,000 31,768,872

NET PROFIT - 77,865,628

Add : Previous Year's Surplus - 20,393,826

Add : Adjustments relating to earlier years - (1,361,480)

Add : Excess Depreciation written back - 1,553,503

Profits available for Appropriation - 98,451,477

Appropriating therefrom:

A. Proposed Dividend - 10,555,000

B. Dividend Tax on above - 1,712,286

C. General Reserve - 60,000,000

D. Surplus carried to B/S. - 26,184,191

- 98,451,477

PARTICULARS 2009-2010

Rs. Rs.

SALES TURNOVER (NET) - 763,082,777

GROSS PROFIT - 170,622,822

Less:

A Depreciation - 63,961,059

B. Provision for Taxation:

(i) Current Tax 30,000,000 -

(ii) Deferred Tax 3,292,467 -

(iii) Wealth Tax Nil 33,292,467

NET PROFIT - 73,369,296

Add : Previous Year's Surplus - 25,287,283

Add : Adjustments relating to earlier years - 199,335

Add : Excess Depreciation written back - Nil

Profits available for Appropriation - 98,855,914

Appropriating therefrom:

A. Proposed Dividend - 15,832,500

B. Dividend Tax on above - 2,629,588

C. General Reserve - 60,000,000

D. Surplus carried to B/S. - 20,393,826

- 98,855,914 DIVIDEND

Your Directors have recommended for your consideration Dividend Rs. 21- per Equity share (Previous year Rs.3/- per Equity share including Rs.1/- as Special Dividend on completion of 75th year of the Company) on 52,77,500 equity shares of Rs.10/- each amounting to Rs. 1,05,55,000/- for the financial year ended 31st March, 2011.

FIXED DEPOSITS

As on 31st March, 2011, there were 31 Depositors, whose deposits were not claimed after the date on which the deposits were due for payment or renewal.

The amount due to such depositors was Rs. 3,06,000/-/- which remained unclaimed. Subsequently, no Depositor has renewed and/or claimed such deposits.

INSURANCE

All the properties of the Company including buildings, plant & machinery and stocks have been insured.

DIRECTORS

Shri H. N. Elavia and Shri R. P Gaekwad, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

During the year under review, Shri Sudhir Mankad and Shri Rakesh Agrawal are appointed as Additional Directors of the Company w.e.f. 10th February, 2011 who will hold the Office upto the date of the ensuing 76th Annual General Meeting of the Company and the Company has received the Notices-cum-Consents proposing their candidatures for appointment pursuant to the provisions of the Companies Act, 1956.

SUBSIDIARY COMPANY

As required by Accounting Standard 21 relating to Consolidation of Accounts, we. have consolidated Accounts of our Subsidiary Company viz. Dinesh Remedies Ltd. (DRL). The Audited Annual Accounts alongwith Directors' Reports and Auditors Reports thereon for the year ended 31st March, 2011 of DRL have been annexed with the Annual Accounts of the Company pursuant to Section 212 of the Companies Act, 1956.

AUDITORS

The tenure of the existing Statutory Auditors, M/s. Dalai & Shah, Chartered Accountants would expire on the conclusion of the ensuing 76th Annual General Meeting of the Company and they have decided not to seek re- appointment due to heavy pre-occupation and also expressed their "No objection to the appointment of another firm of Chartered Accountants in their place as Statutory Auditors". Accordingly, the Board of Directors of the Company appointed M/s. Dhirubhai Shah & Co., Chartered Accountants, Ahmedabad as Statutory Auditors subject to the approval of the members of the Company as recommended by the Audit Committee. The Company has received a certificate from M/s. Dhirubhai Shah & Co., Chartered Accountants to the effect that, their appointment, if made, would be in accordance with the provisions of Section 224(1 B) of the Companies Act, 1956.

The Auditors' Report on the Accounts issued by M/s. Dalai & Shah is self-explanatory and therefore, does not call for any explanation.

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 the Board of Directors) Rules, 1988 is given in the Annexure : A to this Report.

EMPLOYEES

The details of remuneration paid to employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time are given in the Annexure : B which forms part of this Report.

DIRECTORS RESPONSIBILITIES STATEMENT

Your Directors confirm that:

I. In preparation of Accounts for the period ended 31st March, 2011, the applicable Accounting standards have been followed alongwith proper explanation relating material departures.

II. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit 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 Annual Accounts for the period ended 31st March, 2011 on a going concern basis.

CORPORATE GOVERNANCE

The Report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with Bombay Stock • Exchange Ltd. alongwith the certificate of M/s. Dalai & Shah, Chartered Accountants, Auditors of the Company are attached herewith as Annexure No. 'C and 'D' respectively.

ACKNOWLEDGEMENTS:

Your Board of Directors thanks all the stakeholders viz. shareholders, customers, suppliers, bankers, employees for their continues support during the period under review.

For and on behalf of the Board of Directors

BHARAT U. PATEL CHAIRMAN

Place : Vadodara Date : 17th June, 2011

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Mar 31, 2010

The Directors have pleasure in presenting their Report together with the Audited Accounts for the financial year ended 31st March, 2010.

FINANCIAL RESULTS :

PARTICULARS 2009 - 2010

Rs. Rs.

SALES TURNOVER (NET) 79,93,74,670

GROSS PROFIT 17,06,22,822

Less:

A. Depreciation 6,39,61,059 B. Provision for

Taxation :

(i) Current Tax 3,00,00,000

(ii) Deferred Tax 32,92,467 3,32,92,467

NET PROFIT 7,33,69,296

Add : Previous Years Surplus 2,52,87,283

Add: Adjustments relating to

to earlier years 1,99,335

Profits available for

Appropriation 9,88,55,914

Appropriating therefrom:

A. Proposed Dividend 1,58,32,500

B. Dividend Tax on above 26,29,588

C. General Reserve 6,00,00,000

D. Surplus carried to B/S 2,03,93,826

2008-2009

PARTICULARS Rs. Rs.

SALES TURNOVER (NET) 78,90,41,821

GROSS PROFIT 18,61,19,193

Less:

A. Depreciation 5,18,14,970

B. Provision for Taxation :

(i) Current Tax 4,44,25,000

(ii) Deferred Tax 37,68,959 4,81,93,959

NET PROFIT 8,61,10,264

Add : Previous Years Surplus 2,01,60,840

Add: Adjustments relating to 13,65,001

to earlier years

Profits available for 10,76,36,105

Appropriation

Appropriating therefrom:

A. Proposed Dividend 1,05,55,000

B. Dividend Tax on above 17,93,822

C. General Reserve 7,00,00,000

D. Surplus carried to B/S 2,52,87,283

10,76,36,105 DIVIDEND

Your Directors have recommended for your consideration Dividend Rs. 3/- per Equity share including Rs.1/- as Special Dividend on completion of 75th year of the Company (Previous year Rs.2/- per Equity share) on 52,77,500 equity shares of Rs.10/- each amounting to Rs. 1,58,32,500/- for the financial year ended 31st March, 2010.

MANAGEMENT DISCUSSION AND ANALYSIS:

A. OVERALL REVIEW OF OPERATIONS:

During the year under review, Sales Turnover has been increased to Rs. 7994 lacs from Rs. 7890 lacs whereas Net Profit has been reduced to Rs. 734 lacs from Rs.861 lacs as compared to the previous year due to higher Depreciation and Interest as the Company has added new machineries and also taken term loans to finance the same.

During the year under review, our export has been decreased to Rs. 250 lacs as compared to Rs. 338 lacs of the previous year due to down turn in the US and other western markets. However, we could achieve marginal increase in the sales turnover of Worsted Suiting and Paper maker felt (clothing).

B. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE.

Highlights (Rs. in Lacs)

Particulars 2009-10 2008-09 % change

Sales Turnover (Net) 7994 7890 1.32

Operating profit (PBDIT) 2000 2080 (3.85)

Depreciation 640 518 23.55

Interest 293 219 33.79

Profit before Tax 1067 1343 (20.55)

Tax 333 482 (30.91)

Net Profit 734 861 (14.75)

C. OVERALL OUTLOOK

As per the policy of the Company, new machineries and equipments are added in a phased manner to upgrade the technology.

Despite adverse impact of global economical slow down, our-Company would make every effort to increase Sales Turnover during the year 2010-2011 with innovative marketing strategies.

D. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Internal Audit department conducts audit of all departments of the Company and places audit reports/ plans before the Audit Committee which reviews adequacy of internal audit functions, audit procedures and its coverage periodically. The minutes of the Audit Committee meetings are placed at the meetings of the Board of Directors from time to time.

E. INDUSTRIAL RELATIONS

The industrial relations both at Baroda and Ankleshwar unit have remained cordial. As on 31st March, 2010, . there were 1088 employees in the Company.

FIXED DEPOSITS

As on 31st March, 2010, there were 47 Depositors, whose deposits were not claimed after the date on which the deposits were due for payment or renewal.

The amount due to such depositors was Rs. 4,66,000/- which remained unclaimed or unpaid. Subsequently, 01 Depositor has renewed and/or claimed the deposit amount of Rs.10,000/-.

INSURANCE

All the properties of the Company including buildings, plant and machinery and stocks have been insured.

DIRECTORS

Shri A. T. Patel and Shri Jal R, Patel, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment. Shri Upendrabhai M. Patel has retired as Chairman & Managing Director w.e.f. 1st April, 2010.

Shri Upendrabhai M. Patel, upon completion of M.B.A- from US, joined the Company in the year 1951. As the Company was closed due to severe financial constraints, Shri Upendrabhai, Patel was instrumental to re-start the closed Mill by organizing finance from Banks. During his tenure, the Company had to face many challenges for survival due to various factors viz. severe financial constraints, frequent changes in the Government policies, stabilization of quality products in woolen & worsted as well as industrial fabrics and cut throat competitive environment over the globe. During the Industrial License Era,- Shri Upendrabhai Patel was successful in getting the license for establishment of new business i.e. Industrial Fabrics (paper makers felt) in the year 1966 and

license for expansion of worsted fabrics at Ankleshwar in the year 1977. Due to his vision & untiring efforts since 1951, he could turn around erstwhile Platewell Processes & Chemicals Ltd. (now amalgamated with the Company). He was also successful to bring foreign technology and upgradation of existing technology from time to time and as a result thereof, our Company could grow and establish the reputation in the domestic & international markets.

The Board of Directors of our Company while accepting the request of Shri Upendrabhai Patel for his retirement from the position of Chairman & Managing Director of the-Company w.e.f. 1st April, 2010, placed on record its sincere appreciation for the outstanding and exceptional services rendered by him to the Company and achieving a significant position in the Woolen & Felt business in India. While appreciating the valuable services rendered by Shri Upendrabhai Patel throughout his tenure, initially as Director in 1951, Managing Director in 1967 and Chairman & Managing Director since 1975, the Board has conferred the position "Chairman Emeritus" to Shri Upendrabhai Patel w.e.f. 1st April, 2010.

SUBSIDIARY COMPANY

As required by Accounting Standard 21 relating to Consolidation of Accounts, we have consolidated Accounts of our Subsidiary Company viz. Dinesh Remedies Ltd (DRL). The Audited Annual Accounts alongwith Directors Reports and Auditors Reports thereon for the year ended 31st March, 2010 of DRL have been annexed with the Annual Accounts of the Company pursuant to Section 212. of the Companies Act, 1956.

AUDITORS

You are requested to appoint M/s. Dalai & Shah, Chartered Accountants as Auditors for the year 2010-11 and fix their remuneration as recommended by the Audit Committee and Board of Directors of the Company. The Auditors Report on the Accounts is self-explanatory and therefore, does not call for any explanation.

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 the Board of Directors) Rules, 1988 is given in the Annexure - A to this Report.

EMPLOYEES

The details of remuneration paid to employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time are given in the Annexure - B which forms part of this Report.

DIRECTORS RESPONSIBILITIES STATEMENT

Your Directors confirm that:

I. In preparation of Accounts for the period ended 31st March, 2010, the applicable Accounting standards have been followed alongwith proper explanation relating material departures.

II. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit 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 annual Accounts for the period ended 31st March, 2010 on a going concern basis.

CORPORATE GOVERNANCE

The Report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Ltd. alongwith the certificate of M/s. Dalai & Shah, Chartered Accountants, Auditors of the Company are attached herewith as Annexure No. C and D respectively.

APPRECIATION

Your Directors express their satisfaction for the services rendered by all our employees during the year under review.



Date : 26th June, 2010 For and on behalf of the Board of Directors

VADODARA BHARAT U. PATEL

CHAIRMAN