Directors Report of Subhash Silk Mills Ltd.

Mar 31, 2024

The Board of Directors hereby submits 54^th Annual Report along with the Audited Financial
Statements of the Company for the Financial Year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS OF PERFORMANCE:

The financial performance of the Company is summarized as under:

Particulars	Amounts (Rs. in Hundreds)
	2023-2024	2022-2023
Income from Operations	0.00	542.39
Add : Other Income	2,87,775.69	2,57,413.45
Total Income	2,87,775.69	2,57,955.84
Less: Expenses	2,13,276.88	2,22,509.60
Profit before Taxes	74,498.81	35,446.24
Less : Current Taxation	27,260.00	21,700.00
Less: Deferred Tax	1,156.38	174.72
Less: Prior year tax adjustments	(156.84)	(566.27)
Total Tax Expenses	28,259.54	21,308.45
Net Profit after Taxes	46,239.26	14,137.79

2. AMOUNT CARRIED FORWARD TO RESERVES:

Your Company has not transferred any amount to its reserves except for transfer of current
year’s profits to Other Equity as per notes to Financial Statements during the financial year
under review.

3. PERFORMANCE REVIEW:

The Company’s total income increased to Rs. 2,87,77,569/- from Rs. 2,57,95,584/- in
previous year, and the Company has earned net profit after taxes of Rs. 46,23,926/- as
compared to Rs. 14,13,779/- in the previous year. The profits has increased due to
reduction in expenses of the Company. Your Company was unable to make any sale of

Readymade Garment during the financial year under review. Thus, there was no revenue
from its operational activities. Your Directors are hopeful that the results will be more
encouraging in current financial year.

4. DIVIDEND:

In order to reserve funds for its operational activities, your Directors do not recommend
any dividend for the Financial Year ended March 31, 2024.

5. CHANGES IN THE NATURE OF BUSINESS:

There were no changes in nature of business during Financial Year ended March 31, 2024.

6. SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

There were no significance and material orders passed by regulators or courts or tribunals
impacting the going concern status and company’s operations in future. There were no
material changes and commitments affecting the financial position of the company
occurring between March 31, 2024 and the date of this Report of the Directors.

7. SUBSIDIARIES. JOINT VENTURE / ASSOCIATES COMPANIES DURING THE YEAR:

The Company has no subsidiaries, joint ventures or associate companies for the financial
year ended March 31, 2024.

8. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying in unpaid or unclaimed account for a period of
seven years. Therefore, there were no funds which were required to be transferred to
Investor Education and Protection Fund (IEPF).

9. DISCLOSURE OF VARIOUS POLICIES:

The Board has approved various policies in their meeting to enable the Committees to work
effectively and in accordance with the provisions as stipulated in the Policies. Various
policies as approved by Board of Directors are posted on Company’s website
www.subhashsilkmills.com. The Company has formulated risk management policy and it
regularly assesses the risk involved in its business.

10. REMUNERATION PAID AND POLICY THEREOF:

The Details of Remuneration, Sitting Fees & No. of Shares held by each Directors and KMPs
are given below:

Sr. No.	Name of the Directors	Remuneration fin Rs.)	Sitting fees fin Rs.)	No.of Shares held
1	Mr. Dhiraj Mehra	1,50,000/- p.m.	NIL	2,80,500
2	Mr. Sumeet S. Mehra	50,000/- p.m.	NIL	2,35,900
3	Mrs. Nameeta S. Mehra	NIL	NIL	4,77,000
4	Mr. Anant Singhania	NIL	10,000/- p.a.	NIL
5	Mr. Lav Kumar Vadehra	NIL	10,000/- p.a.	NIL
6	Ms. Paridhi Somani	20,000/- p.m.	NIL	NIL
7	Ms. Priyanka Mankame	15,000/- p.m.	NIL	NIL

The Board has, on recommendation of the Nomination & Remuneration Committee, framed
a policy for selection and appointment of Directors, Senior Management and their
remuneration. This Policy is posted on the company''s website www.subhashsilkmills.com

11. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In order to ensure that the activities of the Company and its employees are conducted in a
fair and transparent manner by adoption of highest standards of professionalism, honesty,
integrity and ethical behavior, the Company has formulated Whistle Blower Policy for vigil
mechanism in order to enabled the Directors and employees of the Company to report to
the management about the unethical behavior, fraud or violation of Company’s code of
conduct. The mechanism provides for adequate safeguards against victimization of
employees and Directors who use such mechanism and makes provision for direct access
to the chairman of the Audit Committee in exceptional cases. None of the personnel of the
Company has been denied access to the Audit Committee. This Policy is posted on
company’s website www.subhashsilkmills.com.

12. DISCLOSURES:

i. There were no transactions of material nature undertaken by your Company with its
promoters, Directors or the management, their subsidiaries or relatives that may
have a potential conflict with the interest of the Company.

ii. The Company has fulfilled all the statutory compliances and there was no penalty
imposed on the Company by SEBI or any Statutory Authority.

iii. Your Company has followed Whistle Blower Mechanism by adopting and adhering to
Whistle Blower Policy and affirms that no personnel have been denied access to the
Audit Committee.

13. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance
of Deposit) Rules, 2014 during the year under review. Further, the unsecured loans from
Directors which are exempt as per rule 2(1) (c) of the Companies (Acceptance of Deposit)
Rules, 2014, continued in the books of Accounts of the Company. In respect of such
exempted deposits, the Company has duly filed necessary e-form with Ministry of
Corporate Affairs.

14. CORPORATE GOVERNANCE NON-APPLICABILITY:

Pursuant to exemption available as per Regulation 15 of the SEBI (LODR) Regulations 2015,
the reporting as per Para C, D and E of the Schedule V of said Regulations are not applicable
to our Company. The Company has already filed necessary disclosure on the BSE portal
stating the non-applicability of various provisions of SEBI (LODR) Regulations 2015.

15. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulations 34 of the SEBI (LODR) Regulations, 2015, the
detailed review on the operations and performance of the Company and its business is
given in the Management Discussion and Analysis, is set out in this Annual Report.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees covered under the provisions of section
186 of the Companies Act, 2013. The details of the investments made by Company are given
under the Note 4 of the Notes to Accounts to financial statements for the financial year
ending March 31, 2024.

17. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All the transactions are probably authorized,
recorded and reported to the Management. The Company is following all the applicable
Accounting Standards for properly maintaining the books of accounts and reporting
financial statements. The internal auditor of the company checks and verifies the internal
control and monitors them in accordance with policy adopted by the company. The
company continues to ensure proper and adequate systems and procedures commensurate
with its size and nature of its business.

18. DIRECTORS AND CHANGES THEREOF:

Following changes took place in the composition of Directors of the Company during the
Financial Year ended March 31, 2024:

a. Re-appointment of Ms. Nameeta Subhas Mehta (DIN 01874270) as Director who
was liable to retire by rotation, by the Company at the Annual General Meeting held on
September 29, 2023 as per Section 152(6) of the Companies Act 2013;

19. DETAILS OF KEY MANAGERIAL PERSONNEL:

During Financial Year under review, following persons holds position of Key Managerial
Personnel in the Company in compliance with provisions of Section 203 of the Companies
Act, 2013:

1. Mr. Dhiraj Mehra - Managing Director

2. Mrs. Priyanka Mankame - Chief Financial Officer

3. Ms. Paridhi Somani - Company Secretary

20. DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under the Act and the
Listing Regulations. Further, in terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent
Directors have confirmed that they have included their names in the Independent Directors’
Databank maintained with the Indian Institute of Corporate Affairs (IICA).

In the opinion of the Board, the Independent Directors of the Company fulfil the conditions
specified under the Act and Listing Regulations and are independent of the management.

Independent Directors'' Profile:

Mr. Lav Kumar Vadehra, aged 79 years. He is a Graduate in Science and Foreign Trade.
He worked in senior positions for the State Trading Corporation in New Delhi, New York
and Mumbai for 12 years, eventually leaving to start his own pharma-chemical
manufacturing and trading business. He has over 40 years’ experience.

Mr. Anant Singhania, aged 48 years is a fifth generation industrialist of the illustrious
Singhania Family. He has extensive experience in Corporate Governance and Business
Management and has been on various executive committees including the Indo-Italian
Chamber of Commerce and the Indian Merchants Chamber. His Governance and
Management skills will be looked upon by the Board of Directors.

The Company has appointed following 2 individuals as Additional Non-Executive
Independent Directors on the Board of the Company as on August 14, 2024, who are also
recommended for appointment as Directors under Section 152, 161 of the Companies Act
2013 and Rules made thereunder at the ensuing 54^th Annual General Meeting and their brief
profile is mentioned under Annexure to item 3 & 4 of the Notice of ensuing 54^th Annual
General Meeting.

21. BOARD EVALUATION & SEPARATE MEETING OF INDEPENDENT DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared
after taking into consideration the various aspects of the Board’s functioning, composition
of the Board and its Committees, culture, execution and performance of specific duties,
obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance
evaluation of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors. The Board of Directors expressed their satisfaction with the
evaluation process.

22. BOARD MEETINGS & ATTENDANCE THEREOF:

During the Financial Year under review, the Board of Directors met four (4) times on 30^th
May, 2023, 12^th August 2023, 14^th November 2023 and 14^th February 2024. The Board
meets at least once in a quarter to review quarterly, half yearly and annual financial results
along with operations of Company and other matters.

The intervening gaps between the meetings were within the period of 120 days as
prescribed under the provisions of Companies Act 2013 and SEBI (LODR) Regulations,
2015.

The details of meetings attended by Directors along with their Directorship and
membership in other Companies is given below:

Name of Directors	Categories	Attendance of meetings during the year			No.of Other Directorshi ps (including Private Limited Companies)	No. of Membershi p(s)/Chair manship(s) of Board Committee s in other Companies
		No. of Board Meeti ng held	Board Meeti ng attend ed	Whether attended last AGM held on 29¬ 09-2023
Mr. Sumeet Mehra	Executive Chairman	4	4	Yes	7	0
Mr. Dhiraj Mehra	Managing Director	4	3	Yes	4	0
Mrs. Nameeta Mehra	Non-Executive Woman Director	4	4	Yes	4	0
Mr. Lavkumar Vadehra	Independent Non¬ Executive Director	4	4	Yes	4	0
Mr. Anant Singhania	Independent Non¬ Executive Director	4	4	Yes	1	0

23. COMMITTEES OF THE BOARD:

a. Audit Committee:

The Audit Committee consisted of 3 (three) members. During the financial year
under review, the members of Audit Committee met four (4) times on 22^nd May,
2023, 5^th August 2023, 7^th November 2023 and 2^nd February 2024.

i. Brief Description of Terms of reference:

The terms of reference stipulated by the Board to the Audit Committee are as

follows:

a. Review of Company’s financial reporting process and the disclosure to ensure
that the financial statement is correct, sufficient and credible.

b. Recommending Appointment/Removal of External Auditors, Fixation of audit
fees and payment for other services.

c. Reviewing, with the management, Annual Financial statements and Auditors’
Report before submission to the Board with focus on the matters required to
be included in Director’s Responsibility Statement to be included in Board’s
report, changes in accounting policies and practices, major accounting entries,
disclosure of any related party transactions, qualifications in draft audit report,
significant adjustments arising out of audit Accounting standards.

d. Statutory compliance and legal requirements.

e. Any related party transactions of material nature with promoters,
managements, subsidiaries or relatives etc. that may have potential conflict
with interest of the Company at large.

f. Reviewing and monitoring the auditor’s independence, their performance and
effectiveness of audit process.

g. Scrutinizing inter-corporate loans and investments.

h. Evaluating internal financial controls and risk management systems.

i. Reviewing with the management, external and internal auditors, the adequacy
of internal control systems and internal audit function.

j. Discussion with internal Auditors, any significant findings and follow-up
thereon. Reviewing any suspected fraud, irregularity or failure of internal
control system of material nature and reporting the matter to Board.

k. Discussion with external Auditor in respect of pre and post audit matters to
ascertain any area of concern.

l. Reviewing the functioning of Whistle Blower Mechanism.

ii. Composition of members of Audit Committee:

Sr. No.	Name of Member	Designation	Category
1	Mr. Lav Kumar Vadehra	Chairman	Independent Director
2	Mr. Anant Singhania	Member	Independent Director
3	Mr. Dhiraj Mehra	Member	Executive Director (MD)

iii. Meetings and Attendance during the year:

Name	of	Dates of Audit Committee Meetings held and Members attendance
Members		22nd May, 2023	5th August 2023	7th November 2023	2nd February 2024
Mr. Lav Vadehra	Kumar	P	P	P	P
Mr. Singhania	Anant	P	P	P	P
Mr. Dhiraj	Mehra	P	P	P	P

P = Present A = Absent NA = Not Applicable

b. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee consisted of 3 (three) members.
During the Financial Year, the members of Nomination and Remuneration
Committee met one (1) time on 5^th August 2023.

i. Brief Description of Terms of reference:

1. The Company has a Remuneration Committee, which determines and
recommends the remuneration payable to the Managing Director, Directors and
Key Managerial Personnel and other employees on the basis of their
performances as well as Company’s performance, subject to the consents as may
be required. The remuneration to the Executive Directors consists of a fixed
salary and other perquisites, wherever applicable. The perquisites are
considered as a part of remuneration.

2. Formulating criteria for evaluation of Independent Directors and the Board.

The Non-Executive Directors are not paid any remuneration except sitting fees
for attending the Board Meetings or Committee Meetings.

ii. Composition of Nomination and Remuneration Committee:

Sr. No.	Name of Member	Designation	Category
1	Mr. Anant Singhania	Chairman	Independent Director
2	Mr. Lav Kumar Vadehra	Member	Independent Director
3	Ms. Nameeta Mehra	Member	Non-Executive Director

iii. Meetings and Attendance during the year:

Name of Members	Dates of Nomination & Remuneration Committee
	Meetings held and Members attendance
	5th August 2023
Mr. Anant Singhania	P
Mr. Lav Kumar Vadehra	P
Ms. Nameeta Mehra	P

P = Present A = Absent

c. Stakeholder Relationship Committee:

The Stakeholder Relationship Committee consisted of 2 (two) members. During the
Financial Year, the members of Stakeholder Relationship Committee met four
(4) times 22^th May 2023, 5^th August 2023, 07^th November 2023 and 2^nd
February 2024.

i) Brief Description of Terms of reference:

The Company has constituted a Stakeholders’ Relationship Committee of the
Directors to consider and redress the grievances of security holders of the Company
such as non-receipt of refund orders, shares sent for registration of transfer, non¬
receipt of notices and audited annual report, dividend etc.

ii) Composition of Stakeholders'' Relationship Committee:

Sr. No.	Name of the Member	Designation	Category
1	Mr. Anant Singhania	Chairman	Independent Director
2	Mr. Lav Kumar Vadehra	Member	Independent Director

iii) Meetings and Attendance during the year:

Name of Members	Dates of Stakeholders Relationship Committee Meetings held & Members attendance
	22nd May 2023	5th August 2023	7th November 2023	2nd February 2024
Mr. Anant Singhania	P	P	P	P
Mr. Lav Kumar Vadehra	P	P	P	P

P = Present A = Absent NA = Not Applicable
Share Transfer Agent:

The Committee oversees the performance of the Registrar and Share Transfer Agents and
recommends measures to improve investor services.

The Company has authorized Directors severally to approve the Share Transfers. In
pursuance of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations (duly amended), the Board has approved the Committee to implement and
monitor the various requirements as set out in the Code.

The Board had designated Mrs. Pardhi Somani, Company Secretary as the Compliance
Officer w.e.f. May 30, 2016. She continues to be designated as Compliance Officer till date
of this report.

There were no complaints received from shareholders during the Financial Year 2023-24.
Further, the requests for transfer and dematerialization of shares was approved within the
prescribed timelines and necessary reporting was made with appropriate authorities as
required under SEBI LODR Regulations 2015.

All the recommendations of Audit Committee and other Committees made to the Board of
Directors were duly accepted by the Board of Directors. There has been no such incidence
where the Board has not accepted the recommendation of any Committees of the Board
during the financial year 2023-24.

24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules made thereunder for prevention and
redressal of complaints of sexual harassment at workplace. Further, the Company has also
formed the Internal Complaints Committee (‘ICC’) in compliance with the said Act.

The Company has not received any complaints during the Financial Year 2023-24 pursuant
to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and rules made thereunder.

25. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Financial Statements are prepared in accordance with the Accounting Standards as
prescribed under Section 133 of the Companies Act 2013 (''the Act’) read with the Rule 7 of
the Companies (Accounts) Rules 2014, the provisions of the Act and guidelines issued by
SEBI. There are no material departures from the prescribed accounting standards in the
adoption of these standards.

The Board of Directors of the Company confirms:

i. In the preparation of Annual Accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that 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 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, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

iv. The Directors have prepared the Annual Accounts on a going concern basis;

v. The Directors have laid down an adequate system of internal financial control to be
followed by the Company and such internal financial controls are adequate and
operating efficiently;

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

26. PARTICULARS OF EMPLOYEES:

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

The Company has two Executive Directors (including one Managing Director). Further
sitting fee of Rs. 10,000/- each has been paid to Independent Directors during year under
review. The particulars of employees who are covered by the provisions contained in Rule
5(2) and rule 5(3) of Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 are:

Employed throughout the year Nil

Employed for part of the year Nil

The remuneration paid to all key management personnel was in accordance with
remuneration policy adopted by the Company. In terms of Section 136 of the Act, the
reports and accounts are being sent to the members and others entitled thereto, excluding
the information on employees’ particulars which is available for inspection by the members
at the Registered office of the company during business hours on working days of the
company up to the date of ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the Company Secretary in advance.

27. STATUTORY AUDITORS & THEIR REPORT:

The shareholders at their 51^st Annual General Meeting of the Company had approved the
appointment of M/s. Govind Prasad & Co. (Firm Registration No.: 114360W), Chartered
Accountants as Statutory Auditor for consecutive period of 5 years i.e. from FY 2020-21 to
FY 2024-25. Further the Company has received eligibility letter from M/s. Govind Prasad
& Co., to consider their continuity as Statutory Auditors which is within the prescribed
criteria as specified in Section 141 of the Companies Act, 2013 and that they are not
disqualified.

The Auditor’s Report for the financial year ended March 31, 2024, issued by the Statutory
Auditors does not contain any qualification, reservation, adverse remark or disclaimer.

28. SECRETARIAL AUDITOR & THEIR REPORT:

Pursuant to the provision of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had had
appointed KNK & Co. LLP, Firm of Company Secretaries which is peer reviewed to
undertake the Secretarial Audit of the Company for FY 2023-24. The Secretarial Audit
Report in Form No. MR-3 for the year ended March 31, 2024 is annexed as Annexure A.

Qualifications in the Secretarial Audit Report:

a. The Company has filed forms as required under the various provisions of the Companies Act
2013 and Rules made thereunder. However one form MGT-14 was not filed within the
prescribed timelines under the said Act and/or Rules.

Management Response to Qualification in Secretarial Audit Report:

a. One of the MGT-14 was filed after the due date and respective additional penalty has been paid
on the same, the delay in filing was not malafide or intentional. As the Company Secretary was
on leave during the deadline of the form, the Company could not file the said MGT-14 within
prescribed timelines.

29. INTERNAL AUDITORS:

M/s S. N. Katdare & Co., Chartered Accountants performs the duties of Internal Auditors
of the Company and their report is reviewed by the Audit Committee from time to time.

30. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company pursuant to Section 92 of the Companies Act 2013 and
rules made thereunder is available in our Company’s website www.subhashsilkmills.com.

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

The information on Conservation of Energy, Technology Adsorption and Foreign Exchange
Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed with this report as
“Annexure B”.

32. CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall in the criteria mentioned under Section 135(1) of the
Companies Act, 2013 for applicability of the provisions of Corporate Social Responsibility
(CSR). Hence, your Company is not required to constitute CSR Committee and to comply
with other provisions of Section 135 of the Companies Act, 2013 read with rules made
thereunder.

33. RELATED PARTY TRANSACTIONS:

There were no material contracts or arrangements entered into by the company in
accordance with provisions of section 188 of the Companies Act, 2013. All related party
transactions that were entered into during the financial year were on an arm’s length basis
and were in the ordinary course of business. There are no materially significant related
party transactions entered into by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which have a potential conflict with the interest of
the Company at large.

Thus, disclosure in Form AOC-2 for related party transactions entered during the financial
year under review is attached with this report as “Annexure C”. None of the Directors has
any pecuniary relationships or transactions vis-a-vis the company.

34. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members
of the Board and all employees in the course of day to day business operations of the
Company. The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees in their business
dealings and in particular on matters relating to integrity in the work place, in business
practices and in dealing with stakeholders. All Board Members and Senior Management
personnel have confirmed compliance with the Code. The MD & CFO has also confirmed and
declared the same. The certification/declaration is reproduced at the end of this Report.

35. DEMATERIALISATION OF SHARES:

The agreement with Central Depository Services (India) Ltd. (CDSL) & National Securities
Depository Ltd. (NSDL) for admitting the Equity Shares of Company in depository mode still
continues. The shareholders have already dematerialized their shares and Purva

Sharegistry (India) Pvt. Ltd. continues to be Registrar & Transfer Agents of Company for
shares held in physical as well as for providing connectivity in a depository mode with both
NSDL & CDSL.

SEBI vide its recent circular has proposed to prohibit transfer of shares in physical form. In
view of the numerous advantages offered by the Depository system as well as to avoid
frauds, members holding shares in physical mode are advised to avail of the facility of
dematerialization from either of the depositories.

36. PREVENTION OF INSIDER TRADING:

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

37. LISTING:

The Equity Shares of your Company are presently listed on the BSE Limited (Bombay Stock
Exchange). Further, the Company has paid the annual listing fees for the financial year
2023-24.

38. WEBSITE OF THE COMPANY:

The Company maintains a functional website i.e. www.subhashsilkmills.com wherein
detailed information of the Company and its activities are displayed.

39. COMPLIANCE WITH SECRETARIAL STANDARDS ON THE BOARD AND GENERAL
MEETINGS:

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

40. FRAUD DETECTED BY THE AUDITORS OR AUDIT COMMITTEE, IF ANY:

There was no fraud identified or detected by the Auditors or Audit Committee of the
Company during the financial year under review.

41. DETAILS OF MAINTENANCE OF COST RECORD AS SPECIFIED BY CENTRAL
GOVERNMENT UNDER SECTION 148(1) OF THE COMPANIES ACT, 2013:

The Company was not required to maintain cost records as specified by the Central
Government u/s 148(1) of the Companies Act 2013 for the financial year 2023-24.

42. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR
STATUS AS AT THE END OF THE FINANCIAL YEAR.

There is neither any application made nor any application is pending under the Insolvency
and Bankruptcy Code, 2016 during the financial year under review.

43. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN

FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF.

There is neither any one time settlement was undertaken nor any loan from any bank and
financial institution was taken during the financial year under review.

44. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has duly established and maintained its internal controls and procedures for
the financial reporting and evaluated the effectiveness of Internal Control Systems. The
internal control systems are commensurate with the size, scale and complexity of its
operations.

45. ACKNOWLEDGEMENTS:

We thank our customers, vendors, investors, bankers for their continued support during
the financial year. We place on record our appreciation of the contribution made by our
employees at all levels. We also thank the government for their support and look forward
to their continued support in future.

BY ORDER OF THE BOARD OF DIRECTORS
For SUBHASH SILK MILLS LTD.

SD/- SD/-

Date: August 14, 2024 SUMEET MEHRA DHIRAJ MEHRA

Place: Mumbai CHAIRMAN & DIRECTOR MANAGING DIRECTOR

DIN: 00342934 DIN:01409010

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Mar 31, 2015

Dear Members,

The Directors hereby present the 45th Annual Report along with the Audited Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS OF PERFORMANCE:

The financial performance of the Company for the year ended on 31st March, 2015 is summarized as under:

(Amount in Rs. Lakhs)

Consolidated

PartiCUlarS 2014-2015 2013-2014

Income from Operations 15.23 12.73

Add: Other Income 158.06 1059.26

Profit before Interest, Depreciation 25.55 942.36 and Taxes

Less : Finance Cost 0.56 0.92

Profit before Depreciation and Taxes 24.99 941.44

Less : Depreciation 80.57 37.06

Profit Before Taxes (55.58) 904.38

Less : Provision for Current Taxation 0 315.00

Less: Provision for Deferred Taxation 0 0

Less: Taxes in respect of earlier years 0 0

Profit/ Loss after Taxes (55.58) 589.38

AMOUNT CARRIED FORWARD TO RESERVES:

Your Company has not transferred any amount to its reserves.

PERFORMANCE REVIEW

The Company's total income increased to Rs.12.73 lakhs from Rs.15.23 lakhs and profit / (loss) after tax to loss of Rs.55.58 lakhs from profit of Rs589.38 Lakhs in the previous year. Trading in debt papers and development of retail clients like PF/Pension/Gratuity trust etc. has continued to yield good results. The Company's property at Khopoli has been fully leased out. The said warehousing contracts have yielded an income of Rs.158.05 Lakhs (P.Y. Rs.197.54 Lakhs) in the current year under review.

Your Company has made sale of Readymade Garments to the service sector and of fabrics to various traders. Sales for the financial year have been Rs.12.73 Lakhs.

DIVIDEND

Your Directors do not recommend any Dividend for the year ended 31stMarch, 2015.

CHANGES IN THE NATURE OF BUSINESS:

There were no changes in the nature of business during the year ended 31st March, 2015.

SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS.

There were no significance and material orders passed by regulators or courts or tribunals impacting the going concern status and company operations in future. There were no material changes and commitments affecting the financial position of the company occurring between March 31, 2015 and the date of this Report of the Directors.

SUBSIDIARIES. JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR:

The Company has no subsidiaries, joint ventures or associated companies therefore disclosures in this regards are not provided in this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

DISCLOSURE OF VARIOUS POLICIES:

The Board has approved various policies in their meeting so that the Committees work effectively and in accordance with the provisions as stipulated in the Policies. Various policies as approved by the Board are posted in the Website of the Company.

Remuneration Policy

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is posted in the Website of the Company.

Vigil Mechanism / Whistle Blower Policy

In order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. Accordingly, 'Whistle Blower Policy' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Counsellor or the Chairman of the Audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

This policy posted on the company's website www.subhashsilkmills.com

EMPLOYEE'S STOCK OPTION SCHEME

During the year under the Review, there was no employee's stock option given.

FIXED DEPOSITS

The Company has no public deposits as of date and will not accept any deposits without prior approval of the Statutory Authorities concerned.

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance forms part of this Annual Report. The Auditors' certificate on compliance with Corporate Governance requirements by the company is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review on the operations and performance of the Company and its business is given in the Management Discussion and Analysis, which forms a part of this report.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

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

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorised use or disposition of its assets. All the transactions are probably authorised, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

DIRECTORS

Mr. Dhiraj S. Mehra (DIN No. 01409010) .Director shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your Directors recommend his re appointment.

During the year under review, Members approved appointment Mrs. Nameeta Mehra as a Director of the Company, Mr. Anant Ajaypat Singhania (DIN No. 00019992), Mr. Radhemohan Ramgopal Malhotra (DIN No. 01874316) and Mr. Lavkumar Kidarnath Vadehra (DIN No. 01936360) as Independent Directors of the Company in 44th Annual General Meeting held on 25th September, 2014.These Independent Directors are not liable to retire by rotation.

DETAILS KEY MANAGERIAL PERSONNEL:

The following three persons were formally appointed/ designated as Key Managerial Personnel of the Company in compliance with provisions of Section 203 of the Companies Act, 2013.

1. Mr. Dhiraj Subhash Mehra - Managing Director

2. Mrs. Priyanka Mankame - Chief Financial Officer

Mrs. Priyanka Mankame, is formally designated as Chief Financial Officer w.e.f. 11th February, 2015. Pursuant to section 203 of the Companies Act, 2013 read along with rule 8 of Companies (Appointment and Remuneration) Rules, 2014, it is mandatory to appoint Company Secretary if paid up share capital of the Company is more than 5 crores. Since our Company's paid up capital is less than 5 crores, so requirement for appointment Company Secretary is not mandatory.

DECLARATION ABOUT INDEPENDENT DIRECTORS UNDER SUB-SECTION 6 OF SECTION 149:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the information on the particulars of the Directors proposed for appointment/ re-appointment has been given in the Notice of the Annual General Meeting.

BOARD EVALUATION

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

AUDIT COMMITTEE

The Audit Committee during the year consisted of 3 member. During the year four Audit Committee Meetings were convened and held on 30th May, 2014, 04th August, 2014, 31st October, 2014 and 11th February, 2015.

More details on the committee are given in corporate governance Report.

BOARD MEETINGS

During the year four Board Meetings were convened and held on 30th May, 2014, 04th August, 2014, 31st October, 2014 and 11th February, 2015.

The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE:

During the year Three Meetings were convened and held on 30th May, 2014, 04th August, 2014, and 11th February, 2015.

The Board has re-constituted its committee which comprises of 3 members; more details on the committee are given in Corporate Governance Report.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Board has re-constituted /change in nomenclature of Stakeholders and Relationship Committee' which comprises of 3 members; more details on the committee are given in Corporate Governance Report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

In order to prevent sexual harassment of women at work place the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the year Company has not received any complaint of such harassment.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the listing agreement with Stock Exchanges in the preparation of the annual accounts for the year ended on March 31,2015 and state that:

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

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 of the profit t 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have laid down proper internal financial controls to be followed by the Company and they were adequate and are operating effectively; and

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

PARTICULARS OF EMPLOYEES

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

The company has three Executive Director. Further sitting fee of Rs.5,000/- each has been paid to the three independent directors during the year.

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

Employed throughout the year Nil

Employed for part of the year Nil

The remuneration paid to all key management personnel was in accordance with remuneration policy adopted by the company.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Chief Financier officer in advance.

AUDITORS

Statutory Auditors

M/s. S. M. Kapoor & Co.(Firm Registration No.: 104909W), Chartered Accountants who are to retire at the conclusion of the forthcoming Annual General meeting have offered themselves for re-appointment as Auditors of the Company. A written certificate to the effect that their appointment, if made, would be within the prescribed limits under section 139 of the Companies Act, 2013, has been obtained by the Company from them. The Members are requested to consider their re-appointment and fix remuneration.

Secretarial Auditors

Pursuant to the provision of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ragini Chokshi & Co.(CP No.: 1436, FCS: 2390), Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as "Annexure A"

The observations made in the report with regard to E-forms were delayed filed with MCA. The Companies Act, 2013 with Rules, 2014 become applicable from 1st April, 2014. Since the Companies Act, 2013 was new; we were not accustomed to Act so the company filed E-forms delayed with MCA authority. Our intention is never disobey any regulations and provisions. However; the Company would ensure in future compliance of the requisite provisions and take all precaution in this regards. The Company will make an application for Condonation of delay of E-forms as required under Companies Act, 2013 which E-forms has not been filed with MCA authority

Internal Auditors

M/s S.N. Katdare & Co, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

EXTRACT OF ANNUAL RETURN

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

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conversation of energy, technology adsorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure C".

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your Company does not fall in the criteria mentioned under Section 135 of the Companies Act, 2013 for applicability of the provisions of Corporate Social Responsibility. Hence, your Company is not required to constitute CSR Committee and to comply with other provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014

RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. All material related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the company.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Company's website www.subhashsilkmills.com

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

DEMATERIALISATION OF SHARES:

The agreement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for admitting the Equity Shares of the Company in the depository mode still continues. Many shareholders have already dematerialized their shares and Purvaa Sharegistry (India) Pvt. Ltd. continue to be the registrar and transfer agents of the Company for shares held in physical form as well as for providing connectivity in a Depository Mode with both NSDL & CDSL.

PREVENTION OF INSIDER TRADING

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

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

LIMITING

The Equity Shares of your Company are presently listed on the Bombay Stock Exchange Ltd. And the Company has paid the annual listing fees for the financial year 2015-2016.

WEBSITE OF THE COMPANY

The Company maintains a website www.subhashsilkmills.com where detailed information of the company and its products are provided

INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT. 2013

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance. The prescribed particulars,, of Conservation of Energy, Technology Absorption do not apply to your Company. There are no foreign exchange earnings & outgo during the year under report.

ACKNOWLEDGEMENTS

The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central, and State Governments, bankers, and others associated with the Company.

Your Directors wish to thanks the banks, financial institutions, shareholders and business associates for their continued support and cooperation.

We look forward to receiving the continued patronage from all quarters to become a better and stronger company.

CAUTIONARY STATEMENT

The statements contained in the Board's Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax, regime, other statues, market forces and other associated and individual factors mar however lead to variation in actual results. Readers are cautioned not to place undue reliance on the forward looking statements.

For and on behalf of the Board For Subhash Silk Mills Limited

Dhiraj Mehra DIN:01409010 Place: Mumbai Dated: 6th August, 2015

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Mar 31, 2014

Dear Members,

The Directors hereby present the 44th Annual Report along with the Audited Accounts of the Company for the year ended 31st March, 2014.

I. FINANCIAL RESULTS:

For the year For the year Ended 31.03.14 Ended 31.03.13 Rs.(Lakhs) Rs. (Lakhs)

1. Total Income 1072.00 460.25

2. Profit / Loss Before Depreciation, Interest and Taxes 941.97 316.74

3. Less: Interest 0.92 18.42

Depreciation 37.07 37.19

4. Profit / Loss Before Extraordinary Items 903.98 261.13

5. Extraordinary Items 0.00 290.27

6. Profit / Loss Before Taxes 903.98 551.40

5. Less : Provision for Taxes 160.00 116.00

6. Profit / Loss After Tax 743.98 435.40

7. Add : Balance b/f. from the Previous Year (-) 184.26 (-) 619.66

8. Less : Prior Year Tax Adjustments 0.00 0.00

9. Amount Available for Appropriation 559.38 (-) 184.26

APPROPRIATIONS :

(i) Proposed Dividend on Equity 0.00 0.00

(ii) General Reserve 0.00 0.00

(iii) Balance carried to Balance Sheet 559.38 (-) 184.26

The Company''s property at Khopoli has been fully leased out. The said warehousing contracts have yielded an income of Rs.197.54 Lakhs (P.Y. Rs.230.05 Lakhs) in the current year under review.

Your Company has made sale of Readymade Garments to the service sector and of fabrics to various traders. Sales for the financial year have been Rs.11.51 Lakhs.

II. DIVIDEND:

Your Directors do not recommend any Dividend for the year ended 31st March, 2014.

III. DIRECTORS RESPONSIBILITY STATEMENT:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with a proper explanation relating to 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 of the loss of the Company for the period.

(iii) The Directors of 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 on a going concern basis.

IV. THE YEAR AT A GLANCE:

The Company would like to express its heartfelt condolences to the family of Mr. Manoharlal Kapur, Independent Director of the Company who breathed his last in February, 2014. Mr. Manoharlal Kapur was an important part of the Board and as a Chartered Accountant he also headed various committees of the Company. His presence and timely advice will be missed by the Board.

Total Income for the current period has been Rs.1072 Lakhs. This includes warehousing charges of Rs.197.54 Lakhs and sale of flats of belonging to the Company of Rs.851.49 Lakhs.

V. SUBSIDIARY COMPANY:

Since there is no Subsidiary Company, hence the provisions of Section 212 of the Companies Act, 1956 is not applicable.

VI. PARTICULARS OF DISCLOSURE IN THE REPORT OF BOARD OF DIRECTORS PURSUANT OF COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988

A) Conservation of Energy

Your Company has made efforts and implemented various steps recommended by technical experts to reduce the energy consumption at various levels.

Consumption of Energy at Khopoli this last year was negligible.

B) Foreign Exchange Earning and Outgo

There have been no foreign exchange earnings in the current year under review.

C) Research and Development

There has been no significant Research and Development during the year under review.

VII. DEMATERIALISATION OF SHARES:

The agreement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for admitting the Equity Shares of the Company in the depository mode still continues. Many shareholders have already dematerialized their shares and Purvaa Sharegistry (India) Pvt. Ltd. continue to be the registrar and transfer agents of the Company for shares held in physical form as well as for providing connectivity in a Depository Mode with both NSDL & CDSL.

VIII. CORPORATE GOVERNANCE:

Your Company reaffirms its commitment to good Corporate Governance practices and endeavours to continuously maintain highest standards of corporate values and ethics. Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate confirming compliance of the conditions of Corporate Governance form a part of this Annual Report.

IX. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, and the Company''s Articles of Association, Mr. Lav Kumar Vadehra and Mr. Radhemohan Malhotra retire by rotation in the forthcoming Annual General Meeting and are eligible for re-appointment.

In order to fulfill the vacancy of 2 Directors due to the demise of Shri Subhash V. Mehra and Shri Manoharlal Kapur, the Board of Directors have inducted Shri Anant Singhania and Smt. Nameeta S. Mehra as additional Directors of the Company till the present Annual General Meeting. Both Shri Anant Singhania and Smt. Nameeta S. Mehra will make a good addition to the Board and your Directors recommend that they be made Directors of the Company in the ensuing Annual General Meeting.

X. AUDITORS:

M/s. S.M. Kapoor & Co., Chartered Accountants are retiring as Statutory Auditors of the Company at the conclusion of the Annual General Meeting. They being eligible for reappointment as Statutory Auditors have furnished the required Certificate U/s. 224(1 B) of the Companies Act, 1956. Your Directors recommend their reappointment as Statutory Auditors on remuneration to be approved by the Board.

XI. PARTICULARS OF EMPLOYEES:

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particularly of Employees) Rules, 1975 are not applicable.

XII. ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation for the Investors, Customers, Suppliers, Financial Institutions and Bankers.

For And on Behalf of the Board

Place: Mumbai SUMEET MEHRA Date : 30th May, 2014 Chairman

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Mar 31, 2013

TO THE MEMBERS

The Directors hereby present the 43rd Annual Report along with the Audited Accounts of the Company for the year ended 31st March, 2013.

I. FINANCIAL RESULTS:

For the year For the year Ended 31.03.13 Ended 31.03.12 Rs.(Lakhs) Rs. (Lakhs)

1. Total Income 460.25 183.93

2. Profit / Loss Before Depreciation, Interest and Taxes 316.74 67.36

3. Less: Interest 18.42 3.80

Depreciation 37.19 28.47

4. Profit / Loss Before Extraordinary Items 261.13 35.09

5. Extraordinary Items 290.27 0.00

6. Profit / Loss Before Taxes 551.40 35.09

5. Less : Provision for Taxes 116.00 4.19

6. Profit / Loss After Tax 435.40 30.90

7. Add : Balance b/f. from the Previous Year (-)619.66 (-) 650.56

8. Less : Prior Year Tax Adjustments (MX) 0.00

9. Amount Available for Appropriatio (-)184.26 (-) 619.66

APPROPRIATIONS :

(i) Proposed Dividend on Equity 0.00 0.00

(ii) General Reserve 0.00 0.00

(iii) Balance carried to Balance Sheet (-) 184.26 (-)619.66

The Company''s property at Khopoli has been fully leased out. The said warehousing contracts have yielded an income of Rs.230.05 Lakhs (P.Y. Rs.123.52 Lakhs) in the current year under review.

Your Company has made sale of Readymade Garments to the service sector and of fabrics to various traders. Sales for the financial year have been Rs.13.41 Lakhs.

II. DIVIDEND:

Your Directors do not recommend any Dividend for the year ended 31st March, 2013 in view of the large brought forward accumulated losses.

III. DIRECTORS RESPONSIBILITY STATEMENT:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with a proper explanation relating to 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 of the loss of the Company for the period.

(iii) The Directors of 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 on a going concern basis.

IV. THE YEAR AT A GLANCE:

Mr. Subhash Mehra, Chairman and Managing Director of the Company and the founder Director of the Company breathed his last on 22nd February, 2013. He was a guiding light to the Company and steered it clear of its worst financial crisis in his long tenure as the Managing Director. He will long be remembered as the soul of our Company which bears his name. Owing to the sad demise of Mr. Subhash Mehra, Mr. Sumeet Mehra has been appointed as the Chairman of the Company and Mr. Dhiraj Mehra as the Managing Director. They have the full support and confidence of the Directors, employees, banks, suppliers and customers of the Company.

During the Year, the Company entered into an Agreement with a Developer for land that the Company received by way of adverse possession. In return for this parcel of land, the Company received certain residential flats from the Developer which the Company proposes to sell in the next year to two years at suitable market prices.

Total Income for the current period has been Rs.460.25 Lakhs. This includes warehousing charges of Rs.230.05 Lakhs and sale of flats of belonging to the Company of Rs.213.77 Lakhs.

V. SUBSIDIARY COMPANY:

Since there is no Subsidiary Company, hence the provisions of Section 212 of the Companies Act, 1956 is not applicable.

VI. PARTICULARS OF DISCLOSURE IN THE REPORT OF BOARD OF DIRECTORS PURSUANT OF COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988

A) Conservation of Energy

Your Company has made efforts and implemented various steps recommended by technical experts to reduce the energy consumption at various levels. Consumption of Energy at Khopoli this last year was negligible.

B) Foreign Exchange Earning and Outgo

There have been no foreign exchange earnings in the current year under review.

C) Research and Development

There has been no significant Research and Development during the year under review.

VII. DEMATERIALISATION OF SHARES:

The agreement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for admitting the Equity Shares of the Company in the depository mode still continues. Many shareholders have already dematerialized their shares and Purvaa Sharegistry (India) Pvt. Ltd. continue to be the registrar and transfer agents of the Company for shares held in physical form as well as for providing connectivity in a Depository Mode with both NSDL & CDSL.

VIII. CORPORATE GOVERNANCE:

Your Company reaffirms its commitment to good Corporate Governance practices and endeavours to continuously maintain highest standards of corporate values and ethics. Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate confirming compliance of the conditions of Corporate Governance form a part of this Annual Report.

IX. DIRECTORS:

Mr. Sumeet Mehra has been appointed as Chairman of the Company and his appointment is to be ratified at the forthcoming Annual General Meeting.

Mr. Dhiraj Mehra has been appointed as Managing Director of the Company and his appointment is to be ratified at the forthcoming Annual General Meeting. In accordance with the provisions of the Companies Act, 1956, and the Company''s Articles of Association, Mr. Lav Kumar Vadehra and Mr. Manoharlal Kapur retire by rotation in the forthcoming Annual General Meeting and are eligible for re-appointment.

X. AUDITORS:

M/s. S.M. Kapoor & Co., Chartered Accountants are retiring as Statutory Auditors of the Company at the conclusion of the Annual General Meeting. They being eligible for reappointment as Statutory Auditors have furnished the required Certificate U/s. 224(1 B) of the Companies Act, 1956. Your Directors recommend their reappointment as Statutory Auditors on remuneration to be approved by the Board.

XL PARTICULARS OF EMPLOYEES:

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particularly of Employees) Rules, 1975 are not applicable.

XII. ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation for the Investors, Customers, Suppliers, Financial Institutions and Bankers.

For And on Behalf of the Board

SUMEET MEHRA

Chairman

Place : Mumbai

Dated: 22nd May, 2013

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Mar 31, 2011

The Directors hereby present the 41st Annual Report along with the Audited Accounts of the Company for the year ended 31st March, 2011.

I. FINANCIAL RESULTS:

For the year Ended For the year Ended 31.03.11 31.03.10 Rs.(Lakhs) Rs. (Lakhs)

1. Total Income 139.26 111.75

2. Profit / Loss Before Depreciation, Interest and Taxes 44.12 39.59

3. Less: Interest 2.80 3.77

Depreciation 27.38 25.98

4. Profit / Loss Before Tax 13.94 9.84

5. Less : Provision for Taxes 5.65 6.65

6. Profit / Loss After Tax 8.29 3.19

7. Add : Balance b/f. from the Previous Year (-) 658.85 (-)662.02

8. Less : Prior Year Tax Adjustments 0.00 (-) 0.02

9. Amount Available for Appropriation (-) 650.56 (-) 658.85

APPROPRIATIONS :

(i) Proposed Dividend on Equity 0.00 0.00

(ii) General Reserve 0.00 0.00

(iii) Balance carried to Balance Sheet (-) 650.56 (-) 658.85

The Company's property at Khopoli has been fully leased out. The said warehousing contracts have yielded an income of Rs.111.82 Lakhs (P. Y. Rs.102.58 Lakhs) in the current year under review.

Your Company has made sale of Readymade Garments to the service sector and of fabrics to various traders. Sales for the upcoming financial year are expected to increase substantially.

II. DIVIDEND:

Your Directors do not recommend any Dividend for the year ended 31st March, 2011 in view of the brought forward accumulated losses.

III. DIRECTORS RESPONSIBILITY STATEMENT:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with a proper explanation relating to 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 of the loss of the Company for the period,

(iii) The Directors of 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 on a going concern basis.

IV. PERFORMANCE:

Sales for the current period are Rs.23.58 Lakhs. Further the Company has received Warehousing Charges of Rs.111.82 Lakhs.

V. KHOPOLI FACTORY

Yours Directors would like to make special mention and give credit to Mr. Dhiraj Mehra, Executive Director of the Company who has successfully negotiated and finalized a build-to-suit factory to be constructed for a leading biscuit and cookies brand. Accordingly, by the 2nd quarter of the financial year 2011-2012, we will provide about 50,000sq.ft. factory space and by the 2nd quarter of the financial year 2012-2013, we will provide a further 50,000sq.ft. factory space on lease to them. This will bring in a sizeable income to the Company and will fully utilize the spare unused FSI at our Khopoli factory.

VI. SUBSIDIARY COMPANY:

Since there is no Subsidiary Company, hence the provisions of Section 212 of the Companies Act, 1956 is not applicable.

VII. PARTICULARS OF DISCLOSURE IN THE REPORT OF BOARD OF DIRECTORS PURSUANT OF COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988

A) Conservation of Energy

Your Company has made efforts and implemented various steps recommended by technical experts to reduce the energy consumption at various levels. Consumption of Energy at Khopoli this last year was negligible.

B) Research and Development

There has been no significant Research and Development during the year under review.

VIII. DEMATERIALISATION OF SHARES:

The agreement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for admitting the Equity Shares of the Company in the depository mode still continues. Many shareholders have already dematerialized their shares and Purvaa Sharegistry (India) Pvt. Ltd. continue to be the registrar and transfer agents of the Company for shares held in physical form as well as for providing connectivity in a Depository Mode with both NSDL & CDSL.

IX. CORPORATE GOVERNANCE:

Your Company reaffirms its commitment to good Corporate Governance practices and endeavors to continuously maintain highest standards of corporate values and ethics. Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate confirming compliance of the conditions of Corporate Governance form a part of this Annual Report.

X. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, and the Company's Articles of Association, Mr. Sumeet Mehra and Mr. Lav Kumar Vadehra retire by rotation in the forthcoming Annual General Meeting and are eligible for re-appointment.

XI. AUDITORS:

M/s. S.M. Kapoor & Co., Chartered Accountants are retiring as Statutory Auditors of the Company at the conclusion of the Annual General Meeting. They being eligible for reappointment as Statutory Auditors have furnished the required Certificate U/s. 224(1B) of the Companies Act, 1956. Your Directors recommend their reappointment as Statutory Auditors on remuneration to be approved by the Board.

XII. PARTICULARS OF EMPLOYEES:

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particularly of Employees) Rules, 1975 are not applicable.

XIII. ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation for the Investors, Customers, Suppliers, Financial Institutions and Bankers.

For And on Behalf of the Board

Place : Mumbai SUBHASH MEHRA

Dated : 28th July, 2011 Chairman

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Mar 31, 2010

The Directors hereby present the 40th Annual Report along with the Audited Accounts of the Company for the year ended 31 st March, 2010.

I. FINANCIAL RESULTS :

For the year Ended For the year Ended 31.03.10 31.03.09 Rs. (Lakhs) Rs. (Lakhs)

1. Total Income 111.75 85.10

2. Profit / Loss Before Depreciation, Interest and Taxes 39.59 14.87

3. Less: Interest 3.77 6.59

Depreciation 25.98 25.95

4. Profit / Loss Before Tax 9.84 (-)17.67

5. Less : Provision for Taxes 6.65 1.02

6. Profit/Loss After Tax 3.19 (-)18.69

7. Add : Balance b/f. from the Previous Year (-)662.02 (-)643.11

8. Less : Prior Year Tax Adjustments(-) 0.02 (-) 0.22

8. Add : Impairment of Assets 0.00 0.00

9. Amount Available for Appropriation(-)658.85 (-) 662.02

APPROPRIATIONS :

(i) Proposed Dividend on Equity 0.00 0.00

(ii) General Reserve 0.00 0.00

(iii) Balance carried to Balance Sheet <-) 658.85 (-) 662.02

The Companys property at Khopoli has been fully leased out. The said warehousing contracts have yielded an income of Rs.102.58 Lakhs (P.Y. Rs.96.73 Lakhs) in the current year under review.

Your Company has made sale of Readymade Garments to the service sector and of fabrics to various traders. We are procuring running orders from a few Corporate entities and Hotels for supply of uniforms for their staff and also marketing fabrics in the wholesale and semi-wholesale markets.

II. DIVIDEND:

Your Directors do not recommend any Dividend for the year ended 31st March, 2010 in view of the brought forward accumulated losses.

III. DIRECTORS RESPONSIBILITY STATEMENT :

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with a proper explanation relating to 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 of the loss of the Company for the period.

(iii) The Directors of 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 on a going concern basis.

IV. PERFORMANCE

Sales for the current period are Rs. 13.95 Lakhs. Further the Company has received Warehousing Charges of Rs 102.58 Lakhs.

VI. SUBSIDIARY COMPANY:

Since there is no Subsidiary Company, hence the provisions of Section 212 of the Companies Act, 1956 is not applicable.

VII. PARTICULARS OF DISCLOSURE IN THE REPORT OF BOARD OF DIRECTORS PURSUANT OF COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988

A) Conservation of Energy

Your Company has made efforts and implemented various steps recommended by technical experts to reduce the energy consumption at various levels. Consumption of Energy at Khopoli this last year was negligible.

B) Foreign Exchange Earning and Outgo

There have been no foreign exchange earnings in the current year under review.

C) Research and Development

There has been no significant Research and Development during the year under review.

VIII. DEMATERIALISATION OF SHARES

The agreement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for admitting the Equity Shares of the Company in the depository mode still continues. Many shareholders have already dematerialized their shares and Purvaa Sharegistry (India) Pvt. Ltd. continue to be the registrar and transfer agents of the Company for shares held in physical form as well as for providing connectivity in a Depository Mode with both NSDL & CDSL.

IX. DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Companys Articles of Association, Mr. Radhe Mohan Malhotra and Mr. Manoharlal Kapur retire by rotation in the forthcoming Annual General Meeting and are eligible for re-appointment.

X. AUDITORS

M/s. S.M. Kapoor & Co., Chartered Accountants are retiring as Statutory Auditors of the Company at the conclusion of the Annual General Meeting. They being eligible for reappointment as Statutory Auditors have furnished the required Certificate U/s. 224(1B) of the Companies Act, 1956. Your Directors recommend their reappointment as Statutory Auditors on remuneration to be approved by the Board.

XI. PARTICULARS OF EMPLOYEES:

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particularly of Employees) Rules, 1975 are not applicable.

XII. ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation for the Investors, Customers, Suppliers, Financial Institutions and Bankers.

For And on Behalf of the Board

Place : Mumbai SUBHASH MEHRA

Dated : 31stJuly, 2010 Chairman