Directors Report of Uniroyal Industries Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 31st (Thirty First) Annual Report together with the Audited Financial
Statements for the financial year ended March 31,2024.

FINANCIAL RESULTS j

A brief of the Company’s financial performance, for the year ended March 31,2024 is summarized below:

Rupees in Lakhs

	Consolidated		Standalone
	Financial	Financial	Financial	Financial
	Year	Year	Year	Year
	Ended	Ended	Ended	Ended
Particulars	31.03.24	31.03.23	31.03.24	31.03.23
Revenue from operations	9830.26	11287.33	1621.32	1604.18
Other Income	198.40	36.80	151.33	4.56
Total Revenue	10028.66	11324.13	1772.65	1608.74
Total Expenses	9535.92	10996.70	1468.97	1504.56
Finance Cost	226.20	213.52	69.90	81.05
Gross Profit after Finance Cost But before Depreciation & Tax	266.54	113.91	233.78	23.13
Depreciation & Amortization Expense	203.20	208.91	182.67	197.26
Profit Before Tax	63.34	(95.00)	51.11	(174.13)
Tax Expenses
- Current Tax	2.00	21.00	0.00	0.00
-Tax Adjustments	0.72	9.69	(0.34)	6.45
-Deferred Tax	(25.55)	(37.97)	(26.97)	(36.23)
Net Profit	86.17	(87.72)	78.42	(144.35)
Other Comprehensive Income/ (Loss)	1.01	1.03	1.01	1.03
Profit/(Loss) for the period	87.18	(86.68)	79.43	(143.32)
Proposed Dividend	0.00	0.00	0.00	0.00
Carried to Balance Sheet	87.18	(86.68)	79.43	(143.32)
Paid up equity share capital	826.87	826.87	826.87	826.87
Reserves & Surplus	1110.59	1023.41	853.09	773.66

^ REVIEW OF OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY_J

Standalone revenue from operations showed a minor increase of 1.07% as it increased from Rs. 1604.18 lacs to Rs. 1621.32 lacs.
Consolidated revenue from operations, however, declined from Rs. 11287.33 lacs to Rs. 9830.26 lacs. Standalone Profit before
tax stood at Rs. 51.11 lacs as compared loss of Rs. 174.13 lacs in previous financial year. This included other income from sale of
investment properties Rs. 146.42 lacs. Standalone net profit increased to Rs. 78.42 lacs in current year from a negative of Rs.
144.35 lacs in the previous year.

Looking at improvement in demand scenario indigenously as well as abroad, the Board expects to perform better in FY 2024-25.

'' DIVIDEND

In order to conserve resources to meet the financial requirements of Company in future, the Directors of the Company express
their inability to recommend any dividend for the Financial Year 2023-24.

, AMOUNT CARRIED TO RESERVES

The profit earned by the Company is retained in the Profit and Loss account of the Company and no amount has been transferred
to general reserve during the year under review.

. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES j

During the year under review, no company have become or ceased to be Company''s subsidiaries, joint venture or associate
company. The company has only one 100% subsidiary company, A M Textiles & Knitwears Limited, particulars of which are
attached in Form AOC-1 as Annexure - I. The Annual Report contains the consolidated financial statements of the holding
company and its subsidiary duly audited by the statutory auditors and the said financial statements have been prepared in strict
compliance with applicable Accounting Standards IND-AS and Listing Agreement. The consolidated Financial Statements
presented by the company include financial results of the subsidiary company. A statement in respect of the subsidiary giving the
details of capital, reserves, total assets and liabilities, details of investments, turnover, profit before taxation, provision of tax, profit
after taxation and proposed dividend is attached to this report. The company will make available the Annual Accounts of the
subsidiary company and other related information to any member of the company who is interested in obtaining the same. The
annual accounts of the subsidiary company are available for inspection at the registered office of the company and that of the
respective subsidiary between 11.00 A.M to 1.00 P.M on all working days.

, CONSOLIDATED FINANCIAL STATEMENT j

The Company has one wholly owned subsidiary named “A M Textiles and Knitwears Limited” and the consolidated financial
statements have been prepared with consolidation to the financial statements of A M Textiles and Knitwears Limited.

In accordance with the Companies Act, 2013 (“the Act”) and Accounting Standard (AS) - 21 on Consolidated Financial Statements
read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the
audited consolidated financial statement is provided in the Annual Report.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF REPORT j

No material changes and commitments have occurred from the date of closure of the Financial Year 2023-24 year till the date of
finalization of this Report, which has any effect over the financial position of the Company.

. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND-IEPF j

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto (IEPF Rules), the
amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the
Investor Education and Protection Fund (IEPF), constituted by the Central Government.

During the FY 2023-24, there is no such amount with respect to Unclaimed Dividend, which is required to be transferred to Investor
Education and Protection Fund (IEPF).

, TRANSFER OF SHARES TO IEPF

Pursuant to the provisions of IEPF Rules, all shares in respect of which dividend has not been paid or claimed for seven
consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority (IEPF Account).

During FY 2023-24, there were no shares which are required to be transferred to IEPF Account

^ ENERGY CONSERVATION AND TECHNOLOGY ABSORTION, FOREIGN EXCHANGE EARNING 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 as follows :

(A). Conservation of Energy
i) The steps taken or impact on conservation of energy	NIL
ii) The steps taken for utilizing alternate sources of energy	NIL
iii) The capital investment on energy conservation equipments	NIL

(B.) Technology Absorption
i) The efforts made towards technology absorption	NIL
ii) The benefits derived like product improveme nt, cost reduction, product development or import substitution	N.A.
iii) In case of imported technology(imported during the l ast 3 years reckoned from the beginning of the Financial Year) a) The details of Technology imported b) The year of Import c) Whether the technology been fully absorbed d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	N.A.
iv) The expenditure incurred on Research and Development	NIL
(C). Foreign Exchange Earnings and outgo
i) The foreign exchange earned in terms of actual inflows during the year	NIL
ii) The foreign exchange outgo during the year in terms of actual outflows	RS. 10,14,481/-

, DEPOSITS

The Company has neither accepted nor renewed any deposits from public during the year under review and as such, no amount on
account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

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

^ -*

There were no loans, guarantees or investments made by the Company as per Section 186 of the Companies Act, 2013 during the
year under review and hence the said provision is not applicable.

, PARTICULARS OF THE CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES J

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the
ordinary course of business and on an arm''s length basis. Further, Your Directors draw attention of the members to Point 28 to
Notes to the financial statement which sets out related party disclosures. The information on transactions with related parties
pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given
in as Annexure - II in Form AoC-2 and same forms the part of this report.

, ANNUAL RETURN |

The extracts of the annual Return, pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management
and administration) Rules, 2014 is furnished in Form MGT-9 and is attached as Annexure-III to this Report.

, SECRETARIAL STANDARDS ,

The company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India. All the
provisions of Secretarial Standards I and Secretarial Standards II in respect of the meeting of the Board of Directors and general
Meetings respectively has been complied with.

, BOARD MEETINGS j

The Company had 7 (Seven) Board meetings during the financial year under review.

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

The Company''s Policy relating to selection and appointment of Directors, payment of Managerial remuneration, Directors''
qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the
Companies Act, 2013 is furnished in Annexure - IV-A & IV-B and is attached to this report.

, BOARD OF DIRECTORS

The Board consists of three Executive, one Non Independent Non Executive and four Non-executive Independent Directors who
have varied experience in different disciplines of corporate functioning.

The Board of Directors consists of the following, namely:

1. Mr. Arvind Mahajan, Managing Director

2. Mrs. Rashmi Mahajan, Whole Time Director

3. Mr. Akhil Mahajan, Whole Time Director

4. Mrs. Dimple Mahajan, Director

5. Mr. Thakur Singh Mejie, Independent Director

6. Mr. Karan Singh Jolly, Independent Director

7. Mr. Manav Mehra, Independent Director

8. Mr. Vikramsingh Atmasingh Manco, Independent Director

Mr. Hassan Singh Mejie and Mr. Anirudh Khullar, retired from the post of independent directors of the Company due to completion
of their term w.e.f 31.03.2024.

Mr. Vikram Singh Atmasingh Manco was appointed as an Additional Independent Director of the Company with effect from
05.04.2024 by the Board of Directors and term of his appointment comes to an end at the forthcoming Annual General Meeting of
the Company. The Board has proposed and recommended to the members to consider and approve his appointment as an
Independent Director of the Company for a period of 5 years commencing from his initial date off appointment via passing a special
resolution.

The Certificate of non-disqualification of directors is also enclosed to the Directors'' Report as Annexure III-A.

, DECLARATION OF INDEPENDENT DIRECTORS j

The Independent Directors have submitted their disclosures under Section 149(7) of the Companies Act, 2013 to the Board that
they fulfill all the requirements and criteria as stipulated in Section 149(6) of the Companies Act, 2013 read with Regulation 16 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as
Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. The Board is of the opinion that the
Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience
required to fulfil their duties as Independent Directors.

. DISCLOSURE ABOUT KEY MANAGERIAL PERSONNEL j

The company has following Key Managerial Personnel:

1. Mr. Arvind Mahajan, Managing Director

2. Mrs. Rashmi Mahajan as Executive Director,

3. Mr. Akhil Mahajan, Whole Time Director

4. Mr. Nasib Kumar Jaryal, Chief Financial Officer

5. Ms. Neha Miglani, Company Secretary and Compliance Officer.

, CHANGE IN THE NATURE OF BUSINESS j

There has been no change in the nature of business of the Company during the year.

, PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES j

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, we state that during the year under report, none of the employees drew
remuneration in excess of the limits set out in the said rules.

, DECLARATION OF INDEPENDENT DIRECTORS j

The Independent Directors have submitted their disclosures Section 149(7) of the Companies Act, 2013 to the Board that they fulfill
all the requirements and criteria as stipulated in Section 149(6) of the Companies Act, 2013 read with Regulation 16 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as Independent
Directors under the provisions of the Companies Act, 2013 and the relevant rules.

. AUDIT COMMITTEE j

The Audit Committee consists of the following members:

a. Mr. Thakur Singh Mejie

b. Mr. Karan Singh Jolly

c. Mr.Akhil Mahajan

The Audit Committee consists of two independent Directors viz., Mr. Thakur Singh Mejie and Mr. Karan Singh Jolly and one
executive Director Mr. Akhil Mahajan.

. NOMINATION AND REMUNERATION COMMITTEE j

The Nomination and Remuneration Committee consists of the following members:

a. Mr. Karan Singh Jolly

b. Mr. Thakur Singh Mejie

c. Mr. Manav Mehra

All the members of the Nomination and Remuneration Committee are independent.

^ STAKEHOLDERS RELATIONSHIP COMMITTEE j

The Stakeholders Relationship Committee consists of the following members:

a. Mr. Manav Mehra

b. Mr. Thakur Singh Mejie

c. Mr. Karan Singh Jolly

All the members of the Stakeholders Relationship Committee are independent.

. DIRECTORS'' RESPONSIBILITY STATEMENT j

Your Directors state that:

a) In the preparation of the annual accounts for the year ended March 31,2024, the applicable accounting standards read
with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the
same;

b) 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 as at March 31,
2024 and of the profit of the Company for the year ended on that date;

c) 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;

d) the Directors have prepared the annual accounts on a ‘going concern'' basis;

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

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

. RISK MANAGEMENT POLICY_j

In terms of the provision of section 134 of the Companies Act, 2013 a risk management policy is set out in the Annual Report of the
company. The risk management policy cover the areas of capital risk, liquidity requirements and credit risks. The policy document
is furnished in Annexure - IV-C and is attached to this Report.

, PROVIDING VIGIL MECHANISM _;

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the
employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and
Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on
reporting issues concerning the interests of Company''s employees and the Company.

. AUDITORS AND AUDITOR''S REPORT j

M/s Gopal Bhargawa & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company, to hold office till the
conclusion of the ensuing Annual General Meeting Considering they have served as statutory auditors of the Company for 5 years
they have become ineligible for re-appointment.

Accordingly, the Company has proposed the appointment of M/s Ghambir Khurana & Associates, Chartered Accountants as the
Statutory Auditors of the Company. They have confirmed their eligibility to the effect that their appointment, if made, would be within
the prescribed limits under the Companies Act, 2013 and that they are not disqualified for appointment. The Board recommends
their appointment as auditors of the company for the financial year 2024-25.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.
The Auditors'' Report does not contain any qualification, reservation or adverse remark.

There have been no frauds reported by the Auditors, under sub section (12) of Section 143 of the Companies Act, 2013 (including
amendments), during the financial year under review, to the Board of Directors and hence, there is nothing to report by the Board
under Section 134(3) (ca) of the Companies Act, 2013. The Notes on financial statement referred to in the Auditors'' Report are self¬
explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or
adverse remark.

. COST AUDITORS AND COST AUDITOR''S REPORT j

As, the Company does not come under the ambit of the provisions of Section 148 of Companies Act, 2013 and Companies (Cost
Records and Audit) Rules, 2014, therefore maintenance of Cost Records and requirement of Cost Audit is not applicable to the
company for Financial Year 2023-24.

. SECRETARIAL AUDITOR AND SECRETARIAL AUDITOR’S REPORT j

The Board has appointed Mr. Manish Aggarwal, Practising Company Secretary (M. No. 6714), to conduct Secretarial Audit for the
financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31,2024 is annexed herewith this Report.
Copy of the Secretarial Audit Report in Form MR-3 issued by the practicing company secretary is enclosed as Annexure V.

The Auditors'' Report does not contain any qualification, reservation or adverse remark.

, INTERNAL CONTROL SYSTEM

The company''s internal control system is commensurate to the size and nature of its business and it ensures timely and accurate
financial reporting in accordance with the applicable accounting standards; optimum utilization, efficient monitoring, timely
maintenance and safety of assets; compliance with applicable laws, regulations, listing agreement and management policies;
effective Management information system and review of other systems. During the year, such controls were tested and no
reportable material weakness in the design or operation were observed.

, LISTING STATUS OF SHARES j

Shares of your company are listed on The Stock Exchange of Mumbai (BSE). Your company is regular in paying annual listing fees
to the concerned stock exchange. There was no change in Authorized/Paid up capital during the year.

,SHARES j

(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.

, CORPORATE SOCIAL RESPONSIBILITY j

The provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014
are not applicable over the company and therefore, the Company has not developed and implemented any Corporate Social
Responsibility Policy or initiatives.

, PREVENTION, PROHIBITION AND REDRESSEL OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE]

The act ’’Prevention, Prohibition And Redressal Of Sexual Harassment Of Women At Workplace Act, 2013” provides for protection
against the sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment
and for matters connected therewith or incidental thereto. The Company has developed policy on prevention of sexual harassment
at workplace as per the provisions of the Act. During the period under review no instances of Sexual Harassment or any other kind
of misconduct with Women has been recorded by the Company

, MANAGEMENT DISCUSSION AND ANALYSIS REPORT j

Management''s Discussion and Analysis Report for the year under review, as stipulated under schedule V and Regulation 34 of the
SEBI (LODR) regulations 2015 is presented in a separate section forming part of the Annual Report as ANNEXURE VI.

GENERAL

s_s

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

1. Details relating to deposits covered under Chapter V of the Act.

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

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission
from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern
status and Company''s operations in future.

, DISCLOSURE OF PROCEEDINGS UNDER IBC REGULATIONS j

During the Financial Year 2023-24, no proceeding was initiated by and against the company in terms of the provisions of the
Insolvency and Bankruptcy Code 2016.

, ONE TIME SETTLEMENT j

During the Year under review, there was no instance of One Time Settlement with any Bank/Financial I nstitution.

, PERSONNEL AND INDUSTRIAL RELATIONS ]

Your Company believes and considers its human resources as the most valuable asset. The management is committed to provide
an empowered, performance oriented and stimulating work environment to its employees to enable them to realise their full
potential. Industrial relations and work atmosphere remained cordial throughout the year with sustained communication and

engagement with workforce through various forums.

. SAFETY, HEALTH AND ENVIRONMENT j

The Company runs its operations with strict adherence to all Environment, Health & Safety (EHS) norms to provide clean, safe and
healthy working conditions to our employees, and total protection to the communities around which we operate The Company
continues to demonstrate strong commitment to safety, health and environment which have been adopted as core organizational
values. The Company assures safety and facilities in accordance with statutory and regulatory requirements. Employees are
continuously made aware of hazards/ risks associated with their job and their knowledge and skills are updated through requisite
training to meet any emergency. Medical and occupational check-ups of employees and eco-friendly activities are promoted.

. ACKNOWLEDGEMENT j

Your Directors take this opportunity to express their sincere appreciation to customers, suppliers, shareholders, the Central &
State Governments, banks and all other stakeholders for their whole-hearted support and co-operation. You directors wish to
thank employees of the company at all levels for their sincere services and look forward to their continued support and
encouragement.

For and on behalf of the Board

Dated: 17/05/2024 (Arvind Mahajan) (Akhil Mahajan)

Place: Panchkula Managing Director Executive Director

DIN:00007397 DIN:00007598

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 22nd Annual Report and the Company's audited accounts for the financial year ended March 31,2015.

1. FINANCIAL RESULTS

The Company's financial performance, for the year ended March 31,2015 is summarised below

Consolidated Particulars Financial Financial Year Year Ended Ended 31.03.15 31.03.14

Sales/lncome from operations 5645.14 6091.84

Other operating Income 11.94 16.95

Total Income 5657.08 6108.79

Total Expenditure 5047.88 5555.39

Interest 243.06 181.00

Gross Profit after interest but 366.14 372.40 before Depreciation & Tax

Depreciation 220.76 186.31

Profit Before Tax 145.38 186.09

Provision for Tax

-Income Tax 42.01 94.29

-Tax Adjustments 7.28 5.71

-Deferred Tax Liability 6.80 (11.40)

Net Profit 89.29 97.49

Proposed Dividend 0.00 0.00

Carried to Balance Sheet 89.29 97.49

Paid up equity share capital 826.87 826.87

Reserves & Surplus 620.29 544.54

Standalone Particulars Financial Financial Year Year Ended Ended 31.03.15 31.03.14

Sales/lncome from operations 2401.10 2353.29

Other operating Income 3.34 5.25

Total Income 2404.44 2358.54

Total Expenditure 1871.30 1896.82

Interest 168.71 114.98

Gross Profit after interest 364.43 346.74but before Depreciation & Tax

Depreciation 205.32 180.08

Profit Before Tax 159.11 166.65

Provision for Tax

-Income Tax 42.01 87.85

-Tax Adjustments 6.79 5.66

-Deferred Tax Liability 10.48 (10.83)

Net Profit 99.83 83.98

Proposed Dividend 0.00 0.00

Carried to Balance Sheet 99.83 83.98

Paid up equity share capital 826.87 826.87

Reserves & Surplus 593.60 506.23

2. REVIEW OF OPERATION AS AND STATE OF COMPANY'S AFFAIRS

Total income from operations (Net of excise) increased from Rs. 2358.54 lacs to Rs. 2404.44 lacs thereby registering an increase of 1.95%. Profit before tax decreased to Rs. 159.11 lacs as against previous year figure of Rs. 166.65 lacs. Consolidated total income decreased from Rs. 6108.79 lacs to Rs. 5657.08 lacs. In the financial year 2014-15, expanded capacity of the company came into operations. The company is hopeful of achieving higher sales and increased profitability in the ensuing year.

3. DIVIDEND

In order to conserve resources for meeting the Company's expansion plans, the Directors of your Company express their inability to recommend any dividend for the Financial Year 2014-15.

4. AMOUNT CARRIED TO RESERVES

The profit earned by the company are standing in the profit and loss account of the company and no amount has been transferred to general reserve during the year under report.

5. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF REPORT.

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

7. ENERGY CONSERVATION AND TECHNOLOGY ABSORTION, FOREIGN EXCHANGE EARNING AND OUT GO

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 as follows:

(A) Conservation of Energy

i) The steps taken or impact on conservation of energy NIL

ii) The steps taken for utilizing alternate sources of energy NIL

iii) The capital investment on energy conservation equipments NIL

(B.) Technology Absorption

i) The efforts made towards technology absorption NIL

ii) The benefits derived like product improvement, N.A. cost reduction, product development or import substitution

iii) In case of imported technology(imported during N.A the last 3 years reckoned from the beginning of the Financial Year)

a) The details of Technology imported

b) The year of Import

c) Whether the technology been fully absorbed

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iv) The expenditure incurred on Research and Development NIL

(c) Foreign Exchange Earnings and outgo

i) The foreign exchange earned in terms of actual inflows during the year RS.1,32,98,572

ii) The foreign exchange outgo during the year in terms of actual outflows RS.27,17,601

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

In today's economic environment, risk management is a very important part of the business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risk for the business. Your company's risk management is embedded in the business processes. Your company has identified the following risks:

Key Risk Impact to Uniroyal Industries Limited

Commodity Price Risk Risk of price fluctuation on basic raw material like cotton, power as well as finished goods in the process of manufacturing

Uncertain global Impact on demand and economic environment - realization of goods slow growth in global manufactured by the economy company

Interest rate risk Any increase in interest rate can affect the finance cost

Foreign Exchange risk Any volatility in the currency market can impact the overall profitability

Human Resources risk Your company's ability to deliver value is dependent on its ability to attract, retain and nurture talent.



Attrition and non- availability of the required talent resource can affect the overall performance of the company.

Competition risk The company is exposed to competition risk from other companies and business houses in the market.

Compliance risk - Any default can attract increase in regulatory penal provisions requirements







Industrial safety, The textile industry is employee health and labor intensive and are safety risk exposed to accidents, health and injury risk due to machinery breakdown, human negligence, etc.

Key Risk Mitigation plans

Commodity Price Risk The Company try to negotiate with its buyers for the price fluctuation in R M prices.

Uncertain global The Company is trying economic environment - its best to explore slow growth in global alternative international economy markets.

Interest rate risk The Company keep on negotiating with Banks on interest rates

Foreign Exchange risk The Company is hedging its foreign exchange transactions, when ever major fluctuation is expected.

Human Resources risk By continuously bench marking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent.

By putting in place incentives and evaluating the performance at each stage of work. We do not anticipate any major issue for the coming five years.

Competition risk The Company has installed latest technlology and keep on updating the same to cope with the competition.

Compliance risk - By regularly monitoring increase in regulatory and review of changes in requirements regulatory framework.

By monitoring of compliance through legal compliance management tools and regular internal audit.

Industrial safety, By development and employee health and implementation of critical safety risk safety standards across the various departments of the factory, establishing training need identification at each level of employment

9 CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

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

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Your Directors draw attention of the members to Note 10 to the financial statement which sets out related party disclosures. The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 are annexed to this Board report in Form AOC-2 as Annexure -1.

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

The Company's Policy relating to selection and appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure-IIA & MB and is attached to this report.

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 Form MGT-9 and is attached as Annexure-lll to this Report.

14. BOARD MEETINGS

The Company had six Board meetings during the financial year under review.

15. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

16. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors underthe provisions of the Companies Act, 2013 and the relevant rules.

17. AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members:

a. Mr.Anirudh Khullar

b. Mr. Sushil Gupta

c. Mr. PardeepAggarwal

The Audit Committee consists of independent Directors and hence viz., Mr. Anirudh Khullar, Mr. Sushil Gupta and Mr. PardeepAggarwal who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

18. 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.

19. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

20. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, no company have become or ceased to be Company's subsidiaries, joint venture or associate company. The company has only one 100% subsidiary company. In accordance with the General Circular No. 2/2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss account and other documents of the subsidiary company are not being attached with the balance Sheet of the company. However, the Annual Report contains the consolidated financial statements of the holding company and its subsidiary duly audited by the statutory auditors and the said financial statements have been prepared in strict compliance with applicable Accounting Standards and Listing Agreement. The consolidated Financial Statements presented by the company include financial results of the subsidiary company. A statement in respect of the subsidiary giving the details of capital, reserves, total assets and liabilities, details of investments, turnover, profit before taxation, provision of tax, profit after taxation and proposed dividend is attached to this report. The company will make available the Annual Accounts of the subsidiary company and other related information to any member of the company who is interested in obtaining the same. The annual accounts of the subsidiary company are available for inspection at the registered office of the company and that of the respective subsidiary between 11.00 A.M to 1.00 P.M on all working days.

21. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

22. LISTING STATUS OF SHARES

Shares of your company are listed on The Stock Exchange Mumbai and Delhi. Your company is regular in paying annual listing fees to the concerned stock exchanges. There was no change in Authorised/Paid up capital during the year.

23. DIRECTORATE

The Board consists of Executive and Non-executive Directors including independent Directors who have varied experience in different disciplines of corporate functioning. Mr. Pardeep Aggarwal an independent director of the company resigned w.e.f 31.03.2015. The Board places on record its deep appreciation for the valuable contribution made by him during his tenure as Director of the Company. In accordance with the provisions of the Act and the Articles of Association of the Company Mr. Anirudh Khullar and Mr. Hassan Singh Mejie Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. The Board recommends the appointment of Mr. Anirudh Khullar and Mr. Hassan Singh Mejie as directors of the company liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

24. AUDITORS AND AUDITOR'S REPORT

M/s A G P R S & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment. The Board recommends their re appointment as auditors of the company for the financial year 2015-16.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any

further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark

25. COST AUDITORS AND COST AUDITOR'S REPORT

Cost audit is not applicable to the company for Financial Year 2014-15.

26. SECRETARIAL AUDITOR AND SCERETARIAL AUDITOR'S REPORT)

The Board has appointed Mr. Manish Aggarwal, Practising Company Secretary (M. No. 7055), to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith this Report. Copy of the Secretarial Audit Report in Form MR-3 issued by the practicing company secretary is enclosed as Annexure IV.

27. INTERNAL CONTROL SYSTEM

The company's internal control system is commensurate to the size and nature of its business and it ensures timely and accurate financial reporting in accordance with the applicable accounting standards; optimum utilization, efficient monitoring, timely maintenance and safety of assets; compliance with applicable laws, regulations, listing agreement and management policies; effective Management information system and review of other systems. During the year, such controls were tested and no reportable material weakness in the design or operation were observed

28. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, we state that during the year under report, none of the employees drew remuneration in excess of the limits set out in the said rules.

30. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31,2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) 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 as at March 31,2015 and of the profit of the Company for the year ended on that date;

c) 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;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

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

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

31. PERSONNEL AND INDUSTRIAL RELATIONS

The Employee relations continued to be co-ordial. The Directors wish to place on record their sincere appreciation for the contribution of the Employees of the Company at all levels.

32. GENERAL

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

1. Details relating to deposits covered under Chapter V of the Act.

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

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013.

33. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

Place: Panchkula For and on behalf of the Board sd /-

Date: 29th May, 2015 (Arvind Mahajan) Managing Director

---

Mar 31, 2014

The Members

Uniroyal Industries Limited,

The directors of your company are pleased to present the 21st Annual Report together with audited accounts of the company for the Financial Year ended 31st March, 2014.

FINANCIAL RESULTS

The financial performance of the company, for the year ended March 31,2014 is summarized below:

Particulars Consolidated Financial Year Financial Year Ended Ended 31.03.14 31.03.13

Sales/Income from operations 6091.84 5393.08

Other o perating Inco me 16.95 16.99

Total Income 6108.79 5410.07

Total Expend iture 5555.39 4859.95

Interest 181.00 214.57

Gross Profit after interest but 372.40 335.55 before Depreciation & Tax

Depreciation 186.31 200.26

Profit Before Tax 186.09 135.29

Provision for Tax -Income Tax 94.29 52.62

-Tax Ad j ustments 5.71 (3.23)

-Deferred Tax Liability (11.40) (6.15)

Net Profit 97.49 92.05

Pro posed Dividend 0.00 0.00

Carried to Balance Sheet 97.49 92.05

Paid up equity share capital 826.87 826.87

Reserves & Surplus 544.54 447.05



Particulars Financial Year Financial Year Ended Ended 31.03.14 31.03.13

Sales/Income from operations 2353.29 2146.95

Other o perating Inco me 5.25 4.25

Total Income 2358.54 2151.20

Total Expenditure 1896.82 1688.46

Interest 114.98 140.54

Gross Profit after interest but 346.74 322.20 before Depreciation & Tax

Depreciation 180.08 193.75

Profit Before Tax 166.65 128.45

Provision for Tax

-Income Tax 87.85 50.35

-Tax Ad j ustments 5.66 (3.23)

-Deferred Tax Liability (10.83) (6.01)

Net Profit 83.98 87.34

Pro posed Dividend 0.00 0.00

Carried to Balance Sheet 83.98 87.34

Paid up equity share capital 826.87 826.87

Reserves & Surplus 506.23 422.25

(REVIEW OF OPERATIONS

Total income from operations (Net of excise) increased from Rs. 2151.20 lacs to Rs. 2358.54 lacs thereby registering an increase of 9.64%. Profit before tax increased to Rs. 166.65 lacs as against previous year figure of Rs. 128.45 lacs. Consolidated total income increased from Rs. 5410.07 lacs to Rs. 6108.79 lacs.

During the year company has made substantial expansion of its manufacturing capacity by incurring an outlay of 675 lacs. Term loan of Rs. 490 lacs was availed from HDFC bank and the balance was financed through internal accruals. Expanded capacity has become operational in April, 2014 and the company is hopeful of achieving higher sales and increased profitability in the ensuing year.

(DIVIDEND)

In order to conserve resources for meeting the Company''s expansion plans, the Directors of your Company express their inability to recommend any dividend for the Financial Year 2013-14.

(SUBSIDIARY COMPANIES AND JOINT VENTURES)

The company has only one 100% subsidiary company and no subsidiary was added during the year. In accordance with the General Circular No. 2/2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss account and other documents of the subsidiary company are not being attached with the balance Sheet of the company. However, the Annual Report contains the consolidated financial statements of the

holding company and its subsidiary duly audited by the statutory auditors and the said financial statements have been prepared in strict compliance with applicable Accounting Standards and Listing Agreement. The consolidated Financial Statements presented by the company include financial results of the subsidiary company. A statement in respect of the subsidiary giving the details of capital, reserves, total assets and liabilities, details of investments, turnover, profit before taxation, provision of tax, profit after taxation and proposed dividend is attached to this report. The company will make available the Annual Accounts of the subsidiary company and other related information to any member of the company who is interested in obtaining the same. The annual accounts of the subsidiary company are available for inspection at the registered office of the company and that of the respective subsidiary between 11.00 A.M to 1.00 P.M on all working days.

(CONSOLIDATED FINANCIAL STATEMENT)

In accordance with the Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

A statement under Section 212 of the Companies Act, 1956 in respect of the subsidiaries of the Company is annexed and forms an integral part of the annual accounts.

(LISTING status of shares)

Shares of your company are listed on The Stock Exchange Mumbai and Delhi. Your company is regular in paying annual listing fees to the concerned stock exchanges. There was no change in Authorised/Paid up capital during the year.

(DIRECTORATE)

The Board consists of Executive and Non-executive Directors including independent Directors who have varied experience in different disciplines of corporate functioning

Mrs. Rashmi Mahajan, Mr. Sushil Gupta and Mr. Pardeep Aggarwal would retire by rotation as directors of the company at the forthcoming Annual General Meeting and being eligible they offered themselves for re-appointment as directors of the company.

The Board recommends the appointment of Mrs. Rashmi Mahajan, Mr. Sushil Gupta and Mr. Pardeep Aggarwal as directors of the company liable to retire by rotation.

(AUDITORS AND aUdITOR''S REPORT))

M/s A G P R S & Associates, Chartered Accountants, are the present Auditors of the company. Pursuant to section 139 of the Companies Act, 2013, they would retire as auditors at the forthcoming 21st Annual General Meeting of the company. Being eligible they have offered themselves for re appointment. The Board recommends their re appointment as auditors of the company for the financial year 2014-15.

The observations of the Auditors have been fully explained in notes to accounts "Note No. 28".

(COST AUDITORS)

For the Financial Year 2013-14, the Board of Directors of the company have appointed on the recommendation of the Audit Committee, "C L Bansal & Associates" Cost Accountants ( Firm registration No. 101042) as cost auditors for auditing the cost accounts pertaining to the company.

(corporate governance)

The report on corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is attached and forms part of the Annual report.

The requisite certificate from the Auditors of the company confirming compliance with the conditions of the Corporate Governance as stipulated under the aforesaid clause 49 is attached to this report.

(INTERNAL CONTROL SYSTEM)

The company''s internal control system is commensurate to the size and nature of its business and it ensures:- Timely and accurate financial reporting in accordance with the applicable accounting standards;

Optimum utilization, efficient monitoring, timely maintenance and safety of assets;

Compliance with applicable laws, regulations, listing agreement and management policies;

Effective Management information system and review of other systems.

(CORPORATE GOVERNANCE)

The report on Corporate Governance as stipulated under Clause 49 of the Listing agreement with the Stock Exchanges is attached and forms part of the Annual report.

The requisite certificate from the auditors of the company confirming compliance with the conditions of the corporate Governance as stipulated under the aforesaid clause 49 is attached to this report.

(PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956 )

During the year under report, none of the employees was in receipt of remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975 as amended.

(ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION)

Pursuant to the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, the particulars of energy conservation and technology absorption are enclosed herewith as given as Annexure A forming integral part of this Directors'' Report.

(DIRECTORS'' RESPONSIBILITY STATEMENT")

Pursuant to section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed:

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

(ii) That 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 and loss of the company for that period.

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) That the directors have prepared the annual accounts on a going concern basis.

(PERSONNEL AND INDUSTRIAL RELATIONS)

The Employee relations continued to be co-ordial. The Directors wish to place on record their sincere appreciation for the contribution of the Employees of the Company at all levels.

(ACKNOWLEDGEMENT)

Your Directors would like to express their appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

Place: Panchkula For and on behalf of the Board sd/- Date: 29th May, 2014 (Arvind Mahajan) Managing Director

---

Mar 31, 2013

The Member of Uniroyal Industries Limited,

The directors of your company are pleased to present the 20th Annual Report together with audited accounts of the company for the Financial Year ended 31 st March, 2013.

FINANCIAL RESULTS

The financial performance of the company, for the year ended March 31,2013 is summarized below:

Particulars Consolidated Standalone Financial Financial Financial Financial Year Year Year Year Ended Ended Ended Ended 31.03.13 31.03.12 31.03.13 31.03.12

Sales/Income from operations 5393.08 4333.03 2146.95 1454.60

Other operating Income 16.99 9,70 425 5.80

Total Income 5410.07 4342.73 2151.20 1460.40

Total Expenditure 4859.95 3922.15 1688.46 1119.00

Interest 214.57 219.85 140.54 150.17

Gross Profit after interest but 335.55 200.73 322.20 191.23 before Depreciation & Tax

Depreciation 200.26 194.52 193.75 187.96

Profit Before Tax 135.29 128.45 3.27

Provision for Tax

-Income Tax 52.62 50.35 9.33

-Tax Adjustments (3.23) (4.80) (3.23) (4.80)

-Deferred Tax Liability (6.15) (4.05) (6.01) (4.29)

Net Profit 92.05 1.07 87.34 3.03

Proposed Dividend 0.00 0.00 0.00

Crried to Balance Sheet 92.05 87.34 3.03

Paid up equity share capital 826.87 826.87 826.87 826.87

Reserves & Surplus 447.05 355.00 422.25 334.91

REVIEW OF OPERATIONS

Total income from operations (Net of excise) increased from Rs. 1460.40 lacs to Rs. 2151.20 lacs thereby registering an increase of 47.30%. Profit after tax increased to Rs. 87.34 lacs as against previous year figure of Rs. 3.03 lacs. Consolidated total income increased from Rs. 4342.73 lacs to Rs. 5410.07 lacs.

Company is hopeful of achieving higher sales and increased profitability in the ensuing year.

In order to conserve resources for meeting the Company''s expansion plans, the Directors of your Company express their inability to recommend any dividend for the Financial Year 2012-13.

SUBSIDIARY COMPANIES AND J PINT VENTURES^

The company has only one 100% subsidiary company and no subsidiary was added during the year. In accordance with the General Circular No. 2/2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss account and other documents of the subsidiary company are not being attached with the balance Sheet of the company. However, the Annual Report contains the consolidated financial statements of the holding company and its subsidiary duly audited by the statutory auditors and the said financial statements have been prepared in strict compliance with applicable Accounting Standards and Listing Agreement. The consolidated Financial Statements presented by the company include financial results of the subsidiary company. A statement in respect of the subsidiary giving the details of capital, reserves, total assets and liabilities, details of investments, ¦ turnover, profit before taxation, provision of tax, profit after taxation and proposed dividend is attached to this report. The company will make available the Annual Accounts of the subsidiary company and other related information to any member of the company who is interested in obtaining the same. The annual accounts of the subsidiary company are available for inspection at the registered office of the company and that of the respective subsidiary between 11.00 A.M to 1.00 P.M on all working days.

(CONSOLIDATED FINANCIAL STATEMENT)

A statement under Section 212 of the Companies Act, 1956 in respect of the subsidiaries of the Company is annexed and forms an integral part of the annual accounts. The consolidated financial statements of the company and its subsidiary companies are prepared in accordance with the AS-21 " Consolidated Financial Statements'' prescribed by the Institute of Chartered Accountants of India, form part of the Annual Report.

(LISTING STATUS OF SHARES)

Shares of your company are listed on The Stock Exchange Mumbai and Delhi. Your company is regular in paying annual listing fees to the concerned stock exchanges. There was no change in Authorised/Paid up capital during the year.

(DIRECTORAfD

The Board consists of Executive and Non-executive Directors including independent Directors who have varied experience in different disciplines of corporate functioning

Mr.Akhil Mahajan, Mr.Abhay Mahajanand Mr. KK Malik would retire by rotation as directors of the company at the forthcoming Annual General Meeting and being eligible they offered themselves for re-appointment as directors of the company.

The Board recommends the appointment of Mr. Akhil Mahajan, Mr. Abhay Mahajan and Mr. K K Malik as directors of the company liable to retire by rotation.

(AUDITORS AND AUDITOR''S REPORT)

M/s A G P R S & Associates, Chartered Accountants, are the present Auditors of the company. Pursuant to section 224 of the Companies Act, 1956, they would retire as auditors at the forthcoming 20th Annual General Meeting of the company. Being eligible they have offered themselves for re appointment. The Board recommends their re appointment as auditors of the company for the financial year 2013-14.

The observations of the Auditors have been fully explained in notes to accounts "Note No. 28".

(COST AUDITORS)

For the financial year 2012-13, the Board of Directors of the company has appointed on the recommendation of Audit Committee "C L Bansal & Associates" Cost Accountants ( Firm registration No. 101042) as cost auditors for auditing the cost accounts pertaining to the company.

For the Financial Year 2013-14, the Board of Directors of the company have appointed on the recommendation of the Audit Committee, "C L Bansal & Associates" CostAccountants ( Firm registration No. 101042) as cost auditors for auditing the cost accounts pertaining to the company.

(CORPORATE GOVERNANCE)

The report on corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is attached and forms part of the Annual report.

The requisite certificate from the Auditors of the company confirming compliance with the conditions of the Corporate Governance as stipulated under the aforesaid clause 49 is attached to this report.

(INTERNAL CONTROLSYSTEM )

The company''s internal control system is commensurate to the size and nature of its business and it ensures:- Timely and accurate financial reporting in accordance with the applicable accounting standards; Optimum utilization, efficient monitoring, timely maintenance and safety of assets; Compliance with applicable laws, regulations, listing agreement and management policies; Effective Management information system and review of other systems.

(CORPORATE GOVERNANCE)

Report on Corporate Governance and Management Discussion & Analysis Report, in terms of Clause 49 of the Listing Agreement are Governance is also annexed and formed part of this. A certificate from the Auditors confirming compliance with the conditions of corporate governance is also annexed.

(PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956 )

During the year under report, none of the employees was in receipt of remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975 as amended.

(ENERGY CONSERVATION ANDTECHNOLOGY ABSORPTION)

Pursuant to the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, the particulars of energy conservation and technology absorption are enclosed herewith as given as Annexure A forming integral part of this Directors'' Report. (DIRECTORS'' RESPONSIBILITY STATEMENT ) Pursuant to section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed:

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

(ii) That 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 and loss of the company for that period.

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) That the directors have prepared the annual accounts on a going concern basis.

(PERSONNEL AND INDUSTRIAL RELATIONS)

The Employee relations continued to be co-ordial. The Directors wish to place on record their sincere appreciation for the contribution of the Employees of the Company at all levels.

(ACKNOWLEDGEMENT)

Yours directors take this opportunity to thank the customers, business associates, banks, various statutory authorities, Central and State Governments for their consistent support and encouragement. Your directors also place on record their sincere appreciation for the dedication and committed services rendered by the employees at all levels. The Directors also express their sincere thanks to all the Shareholders for the continued support and trust they have reposed in the management.

Place: Panchkula For Uniroyal Industries Limited

sd/-

Date: 30th May, 2013 (Arvind Mahajan)

Managing Director

---

Mar 31, 2012

The directors have pleasure in presenting their 19th Annual Report and audited accounts of the company for the Financial Year ended 31st March, 2012.

FINANCIAL RESULTS

The financial performance of the company, for the year ended March 31, 2012 is summarized below:

(Rs. In Lacs)

Particulars Consolidated Standalone

Financial Financial Financial Financial Year Year Year Year Ended Ended Ended Ended

31.03.12 31.03.11 31.03.12 31.03.11

Sales/Income from operations 4333.03 5123.94 1454.60 1342.87

Other operating Income 9.70 67.01 5.30 66.17

Total Income 4342.73 5190.95 1460.40 1409.04

Total Expenditure 3922.16 4713.00 1119.00 1011.28

Interest 219.85 166.00 150.17 106.06

Gross Profit after interest but before 200.72 311.94 191.23 291.70

Depreciation & Tax

Depreciation 194.52 184.12 187.96 178.07

Profit Before Tax 6.20 127.82 3.27 113.63

Provision for Tax

- Income Tax 9.99 30.82 9.33 26.98

- Tax Adjustments (4.80) (2.98) (4.80) (2.60)

- Deferred Tax Liability (4.05) 3.22 (4.29) 2.62

Net Profit 5.06 96.76 3.03 86.63

Proposed Dividend 0.00 0.00 0.00 0.00

Carried to Balance Sheet 5.06 96.76 3.03 86.63

Paid up equity share capital 826.87 826.87 826.87 826.87

Reserves & Surplus 355.00 349.94 334.91 331.88

REVIEW OF OPERATIONS

Total income from operations (Net of excise) increased from Rs. 1409.04 lacs to Rs. 1460.40 lacs thereby registering an increase of 3.65%. Profit after tax remained at Rs. 3.03 lacs. Consolidated total income decreased from Rs. 5190.95 lacs to Rs. 4342.73 lacs on account of drop in sales of subsidiary A M Textiles and Knitwears Limited due to change in entry tax policy in the Punjab State.

Company is hopeful of achieving higher sales and increased profitability in the ensuing year.

SUBSIDIARY COMPANIES AND JOINT VENTURES

The company has only one 100% subsidiary company and no subsidiary was added during the year. In accordance with the General Circular No. 2/2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss account and other documents of the subsidiary company are not being attached with the balance Sheet of the company. However, the Annual Report contains the consolidated financial statements of the holding company and its subsidiary duly audited by the statutory auditors and the said financial statements have been prepared in strict compliance with applicable Accounting Standards and Listing Agreement. The consolidated Financial Statements presented by the company include financial results of the subsidiary company. A statement in respect of the subsidiary giving the details of capital, reserves, total assets and liabilities, details of investments, turnover, profit before taxation, provision of tax, profit after taxation and proposed dividend is attached to this report. The company will make available the Annual Accounts of the subsidiary company and other related information to any member of the company who is interested in obtaining the same. The annual accounts of the subsidiary company are available for inspection at the registered office of the company and that of the respective subsidiary between 11.00 A.M to 1.00 P.M on all working days.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Accounting Standard (AS-21), Consolidated Financial Statements are attached and form part of the Annual report.

LISTING STATUS OF SHARES

Shares of your company are listed on The Stock Exchange Mumbai and Delhi. Your company is regular in paying annual listing fees to the concerned stock exchanges. There was no change in Authorised/Paid up capital during the year.

DIRECTORATE

The Board consists of Executive and Non-executive Directors including independent Directors who have varied experience in different disciplines of corporate functioning

Mr. Pradeep Aggarwal and Mr. Anirudh Khullar would retire by rotation as directors of the company at the forthcoming Annual General Meeting and being eligible they offered themselves for re-appointment as directors of the company.

The Board recommends the appointment of Mr. Pardeep Aggarwal and Mr. Anirudh Khullar as directors of the company liable to retire by rotation.

AUDITORS AND AUDITOR'S REPORT

M/s AG P R S & Associates, Chartered Accountants, are the present Auditors of the company. Pursuant to section 224 of the Companies Act, 1956, they would retire as auditors at the forthcoming 19th Annual General Meeting of the company. Being eligible they have offered themselves for re appointment. The Board recommends their re appointment as auditors of the company for the financial year 2012-13.

The observations of the Auditors have been fully explained in notes to accounts "Note No. 28".

CORPORATE GOVERNANCE

The report on corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is attached and forms part of the Annual report.

The requisite certificate from the Auditors of the company confirming compliance with the conditions of the Corporate Governance as stipulated under the aforesaid clause 49 is attached to this report.

INTERNAL CONTROL SYSTEM

The company's internal control system is commensurate to the size and nature of its business and it ensures:- Timely and accurate financial reporting in accordance with the applicable accounting standards; Optimum utilization, efficient monitoring, timely maintenance and safety of assets; Compliance with applicable laws, regulations, listing agreement and management policies; Effective Management information system and review of other systems.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual report.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956

During the year under report, none of the employees was in receipt of remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975 as amended.

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION

Pursuant to the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, the particulars of energy conservation and technology absorption are enclosed herewith as given as Annexure A forming integral part of this Directors' Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed:

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

(ii) That 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 and loss of the company for that period.

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) That the directors have prepared the annual accounts on a going concern basis.

PERSONNEL AND INDUSTRIAL RELATIONS

The Industrial relations continued to be cordial. The Directors wish to place on record their appreciation for the contribution of the workers and officers of the company at all levels.

ACKNOWLEDGEMENT

The directors of your company wish to place on record their gratitude for co operation extended by the customers, business associates, banks, various statutory authorities, Central and State Governments. Your directors also place on record their sincere appreciation for the dedication and committed services rendered by the employees at all levels. The Directors also express their sincere thanks to all the Shareholders for the continued support and trust they have reposed in the management

For and on behalf of the Board

-sd/- Arvind Mahajan Managing Director

Dated: 30th May, 2012 Place: Panchkula

---

Mar 31, 2010

The directors have great pleasure in presenting their 17th Annual Report on the business and operations of your company together with Audited Statement of Accounts of the company for the Financial Year ended 31st March, 2010 and the Auditors Report thereon.

FINANCIAL RESULTS (Rs. In Lacs)

Particulars Consolidated Standalone

Financial Year Financial Year Financial Year Financial Year

Ended Ended Ended Ended

31.03.10 31.03.09 31.03.10 31.03.09

Sales/Income from operations 3840.76 3138.20 1048.67 928.46

Other operating Income 160.93 36.33 154.38 32.13

Total Income 4001.69 3174.53 1203.05 960.59

Total Expenditure 3532.16 2894.49 793.81 714.28

Interest 118.96 113.42 72.59 85.66

Gross Profit after interest but

before Depreciation & Tax 350.57 166.62 336.65 160.65

Depreciation 159.04 149.90 153.02 149.38

Profit Before Tax 191.53 16.72 183.63 11.27

Provision for Tax

-Income Tax 34.12 12.20 32.51 11.85

FBTCLOD. 0.00 5.03 0.00 4.56

-Tax Adiustments1. 1.18 3.59 0.94 3.59

-Deferred Tax Liability (3.53) (7.62) (4.40) (9.12)

Net Profit 159.76 3.521 54.59 0.39

Proposed Dividend 0.00 0.00 0.00 0.00

Carried to Balance Sheet 159.76 3.521 54.59 0.39

Paid up equity share capital 826.87 826.87 826.87 826.87

Reserves & Surplus 253.20 93.44 245.25 90.67

REVIEW OF OPERATIONS

Sales and income from operations increased from Rs. 928.46 lacs to Rs. 1048.67 lacs thereby registering an increase of 12.95%. Profit after tax increased from Rs. 0.39 lacs to Rs. 154.59 lacs due to higher turnover and share of profits earned received from Uniroyal Builders and Developers. Consolidated total income increased from Rs. 3174.53 lacs to Rs. 4001.69 lacs i.e an increase of 26.05%.

Company is implementing an expansion project with an outlay of Rs. 640 lacs. Project has been financed by way of term loan of Rs. 480 lacs by our existing bankers State Bank of India. Margin requirement has been met through internal accruals. Enhanced capacity is likely to come into operation by end of second quarter of this fiscal 2010-11. Company expects to do better both in terms of turnover and profitability in the current year.

LISTING STATUS OF SHARES

Shares of your company are listed on The Stock Exchange Mumbai and Delhi. Your company is regular in paying annual listing fees to the concerned stock exchanges. There was no change in Authorised/Paid up capital during the year.

DIRECTORATE

The Board consists of Executive and Non -executive Directors including independent Directors who have varied experience in different disciplines of corporate functioning

Mr. Akhil Mahajan, Mr. Abhay Mahajan and Mr. K K Malik would retire by rotation as directors of the company at the forthcoming Annual General Meeting and being eligible they offered themselves for re-appointment as directors of the company.

The Board recommends the appointment of Mr. Akhil Mahajan, Mr. Abhay Mahajan and Mr. K K Malik as directors of the company liable to retire by rotation.

The tenure of Mrs. Rashmi Mahajan as Executive Director of the company expired on 30.06.2010. She was again re-appointed as Executive Director of the company w.e.f.01.04.2010 in the Board Meeting held on 15.03.2010. Her appointment is subject to the approval of the shareholders by way of Special Resolution in the Annual General Meeting. The same is therefore being placed before the shareholders in the forthcoming Annual General Meeting.

The salary of Mr. Arvind Mahajan Managing Director of the company was enhanced from 01.04.2010 in the Board Meeting held on 15.03.2010. The increase is subject to the approval of the shareholders by way of Special Resolution in the Annual General Meeting. The same is therefore being placed before the shareholders in the forthcoming Annual General Meeting

AUDITORS REPORT

The notes on Accounts referred in the Auditors Report are self explanatory and therefore do not call for any further comments.

AUDITORS

M/s AG P R S & Associates, Chartered Accountants, are the present Auditors of the company. Pursuant to section 224 of the Companies Act, 1956, they would retire as auditors at the forthcoming 17th Annual General Meeting of the company. Being eligible they have offered themselves for re appointment

The Board recommends their re appointment as auditors of the company for the financial year 2010-11.

CORPORATE GOVERNANCE

Your directors reaffirm their continued commitment to the high standards of Corporate Governance. Your company firmly believes in maintaining and implementing the Corporate Governance Practices prescribed by SEBI and clause 49 of the Listing Agreement with the Stock Exchanges. A detailed report on compliance of Corporate Governance and managements discussion and analysis as stipulated in Clause 49 of the listing agreement is enclosed and forms part of this report. In line with the said provisions, the company has obtained a certificate from the auditors of the company, which is annexed and forms part of this report.



MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report is appended to the Annual report.

Management Discussion and Analysis Report as required under clause 49 of the Listing agreement with the stock exchanges forms a part of this Directors Report.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT.1956.

During the year under report, none of the employees was in receipt of remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act 1956 read with Companies (Particulars of employees) Rules, 1975 as amended.

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION

Pursuant of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, the particulars of energy conservation and technology absorption are enclosed herewith as Annexure A forming integral part of this Directors Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, it is hereby stated

(I) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That 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 and loss of the company for that period.

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provis -ions of the Companies act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) That the directors have prepared the annual accounts on a going concern basis.

PERSONNEL AND INDUSTRIAL RELATIONS

The Industrial relations continued to be cordial. The Directors thank all the employees for their sincere efforts, active involvement and devoted services rendered at all levels.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record the efforts and dedicated services extended by the employees at all levels and the support received at all times from customers, suppliers, agents, and general public and for their confidence reposed in the management

Your Directors are also grateful to the Central and State Government Authorities and Companys Bankers for their continued assistance and support. The Directors also express their sincere thanks to all the Shareholders for the continued support and trust they have reposed in the management

For and on behalf of the Board

Sd/-

Place: Panchkula (Arvind Mahajan)

Dated: 28.05.2010 Managing Director