Directors Report of Uniworth Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 36th Annual Report on the business and operations
of the Company together with the Audited Statement of Accounts for the year ended 31st March,
2024.

FINANCIAL HIGHLIGHTS:

During the year under review, financial performance of your Company was as under:

Particulars	31st March, 2024 (Rs. in Lakhs)	31st March, 2023 (Rs. in Lakhs)
Total Income	0.70	0.03
Profit/(Loss) before Interest and Depreciation	-	-
Before prior period adjustment	(115.84)	(256.99)
Previous year adjustments & Extra Ordinary Items
Profit / (Loss) before Interest and Depreciation	(115.84)	(256.99)
Less : Interest for the year
Profit / (Loss) before Depreciation	(115.84)	(256.99)
Less: Depreciation	81.20	255.52
Profit /(Loss) before Tax	(197.04)	(420.13)
Profit /(Loss) from Discontinued Operation
Profit /(Loss) after Discontinued Operation	(197.04)	(420.13)
Less : Provision for taxation
Comprehensive Income	13.11	(0.01)
Profit / (Loss) after Tax for the year	(183.93)	(420.14)
Add: Balance Brought Forward from the Previous year	(125362.14)	(124942.00)
Profit/(Loss) carried to Balance Sheet	(125546.07)	(125362.14)

STATE OF COMPANY''S AFFAIRS:

During the year under review, total revenue was Rs. 0.70 Lakhs as against Rs. 0.03 Lakhs in the
previous year. There was a Cash loss to the tune of Rs. 115.84 Lakhs as against Cash Loss of Rs.
256.99 Lakhs before interest & depreciation in the previous year.

BUSINESS/FUTURE OUTLOOK:

Company encountered many challenges during the year under review like: economic sluggishness
that affected consumer sentiment; suspension of work due to labour unrest; the relatively low scale

of operations made it difficult to cover overheads, interest and depreciation. The Central
Government implemented the GST in July 2017. Even as the implementation of GST was perhaps the
most significant taxation reform in the history of independent India, the resultant teething issues
impacted the textile sector unfavorably initially. Besides, synthetic yarn was earlier subject to a
countervailing duty. Moreover, due to continuous pandemic of Covid-19 growth of the textiles
sector has been deeply affected due to fall in global as well as local demand of products. Work at
Company''s plant at Raipur remains suspended due to industrial unrest and violence.

PROCESS OF RESTRUCTURING:

Under the provisions of Securitization and Reconstruction of Financial Assets and Enforcement of
Security Interest Act, 2002 (SARFAESI Act), ARCIL had taken over possession of the secured assets of
the Company''s plants and has handed over the possession to Indoworth India Limited by virtue of an
inter se agreement between ARCIL and Indoworth India Limited. Dispute arose between ARCIL and
Indoworth India Limited (IWIL) which lead to filing of a Suit for specific performance for sale of
Assets of the company by IWIL before the Hon''ble High Court of Calcutta wherein Company was also
impleaded as a party. Besides the said Suit, various other proceedings were also initiated before the
other forums. ARCIL, IWIL and the Company have arrived at settlement and after making payment as
per the Agreement by IWIL through its nominee and the partial balance payment to be made as per
the Agreement, the said Suit has been disposed in terms of settlement Agreement. In view of the
settlement between the parties, IWIL being in possession of the assets pursuant to the Agreement
between the parties is continued to hold the assets having been transferred to it. The necessary
adjustments in the financial statements, if required, would be made upon final adjudication of the
other proceedings pending adjudication before other forum.

DIVIDEND:

In view of huge accumulated losses, the Directors regret their inability to recommend any dividend
for the Financial Year 2023-24.

AMOUNTS TRANSFERRED TO RESERVES:

In view of huge accumulated losses and current year''s losses, your Directors were unable to transfer
any amount to the General Reserve Account.

CHANGE IN NATURE OF BUSINESS:

No change in the nature of the Business taken place during the year under review.

CHANGES IN SHARE CAPITAL:

During the Financial Year 2023-24, there have been no changes in the share capital of the Company.
DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their
knowledge and ability, confirm that:

a. in the preparation of the annual accounts for the financial year ended 31st March, 2024 the
applicable accounting standards have been followed and there are no material departures;

b. they 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;

c. they 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. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and such internal
financial controls are adequate and operating effectively except deficiencies in operating
effectiveness in respect of old outstanding of trade receivables, advances to parties and some
old creditors for expenses;

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

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNELS:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Ravendra Pal Singh (DIN:
07602850), Director, is liable to retire by rotation and being eligible, offers himself for re¬
appointment and the same is proposed for approval at the ensuing AGM.

During the year under review, there have been no changes in the Constitution of the Board.

DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to Section 149(7) of the Companies Act, 2013, Independent Directors of the Company have
made a declaration confirming the compliance of the conditions of the independence stipulated in
Section 149(6) of the Act.

DEPOSITS:

Your Company has not accepted any deposit within the meaning of deposits, covered under Chapter
V of the Companies Act, 2013.

FIXED DEPOSITS:

The Company did not accept/renew any fixed deposits from public and no fixed deposits were
outstanding or remained unclaimed as on March 31, 2024.

NUMBER OF BOARD MEETINGS:

During the Financial Year 2023-24, the Board of Directors of the Company met 5 (Five) times, details
of the meetings has been given in the Corporate Governance Report, which forms part of this report.

COMMITTEE COMPOSITION AND MEETING DETAILS:

The details pertaining to composition of various Committees are included in the Corporate
Governance Report, which forms part of this report.

CORPORATE GOVERNANCE REPORT:

A Report on Corporate Government together with a Certificate from the Auditors on compliance
thereof required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed hereto and forms a part of this report.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in
India, is presented in a separate section which forms part of the Annual Report.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return, in format MGT -9, for the Financial Year 2023-24 has been enclosed
with this report as "Annexure IN".

CORPORATE SOCIAL RESPONSIBILITIES:

The provisions of Section 135 of the Companies Act, 2013 in connection with Corporate Social
Responsibility are not applicable to the Company since the Company falls below the threshold limits.

AUDITORS'' REPORT:

The observations made by Auditors in their Auditor''s Report with reference to notes to financial
statements are self explanatory and need no comments, forms part of this report.

STATUTORY AUDITORS:

M/s Khandelwal Ray & Co., Chartered Accountants (FR.No. 302035E) have been appointed as the
Statutory Auditors of the Company to hold office for a second term of 5 (five) consecutive years from
the conclusion of 34th of Annual General Meeting held on 29.09.2022, until the conclusion of the
39th Annual General Meeting of the company to be held in the year 2027.

INTERNAL AUDITORS:

The Company has appointed M/s. Sakshi Aggarwal & Co., Chartered Accountants, as an Internal
Auditors of the Company for the Financial Year 2024-25.

COST AUDITORS:

Due to no business activities, the Company had not appointed any Cost Auditors for the Financial
Year 2024-25. Hence Cost Audit is not applicable for the year 2023-24 as per the Companies (Cost
Records and Audit) Rules, 2014.

SECRETARIAL AUDITORS:

In terms of Section 204 of the Companies Act 2013, the Board of Directors at their meeting held on
3rd September, 2024 have appointed M/s K. K. Sanganeria & Associates, Practicing Company
Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the Financial
Year 2024-25. Report of the Secretarial Auditors for the financial year ended 31.03.2024 is given as
"Annexure II" which forms part of this report.

BOARDS VIEW:

The dues of the majority of lenders stands settled through Indoworth India Limited by its nominee
vide order of Hon''ble High Court of Calcutta while dues of other lenders are also proposed to be
settled on the same line. Some of the lenders have though agreed while others have not responded.
Consequently, the Company has filed a suit for declaration and specific performance of agreement
of settlement on similar lines before Hon''ble High Court of Calcutta which is sub-judice. These
lenders had though in the past filed recovery proceedings which are sub-judice before the
Courts/Tribunals/Forums.

The loss and damages caused to the borrower by the lender due to their breaches, negligence and
inactions is much more than the amount lent. Hence, figures of the borrowed amount shown in the
balance sheet after due adjustments with the said loss and damages will result in No Debts due,
rather company is entitled to recover substantial amount from the lender unless dispute is settled
on similar line as agreed with ARCIL and recorded in the order of the Hon''ble High Court of Calcutta.

Under these facts and circumstances, the figures of borrowed amount in this balance sheet cannot
be considered as admission, if any, of the claim of lender(s).

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any Equity Shares with differential Rights during the financial year.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not issued any Employee Stock Options during the financial year.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued any Sweat Equity Shares during the financial year.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes affecting the financial position of the Company occurred between the end of
the financial year to which this financial statements relate on the date of this report.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 forms part of the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Related party transactions that were entered during the financial year were on arm''s length basis
and in the ordinary course of business. There were no materially significant related party
transactions which were in conflict of the Company.

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

The details pertaining to conservation of energy, technology, absorption, foreign exchange earnings
and outgo are provided as "Annexure I", which forms part of this report.

RISK MANAGEMENT POLICY:

In terms of Section 134(3)(n) of the Act, the Board of Directors has adopted a comprehensive risk
management policy which includes identification of element of risk, its mitigation and other related
factor. The Board periodically reviews the same. No Risk Management Committee has been
constituted since it is not covered by the requirements of the SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015 the Board of Directors has carried out an annual evaluation of its
own performance, Board committees and individual directors pursuant to the provisions of the Act.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors
on the basis of the criteria such as the Board composition and structure, effectiveness of board
processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of
the individual directors on the basis of the criteria such as the contribution of the individual director
to the Board and committee meetings like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also
evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors,
performance of the Board as a whole and elected Chairman of each meeting was evaluated, taking

into account the views of executive directors and non-executive directors. The same was discussed
in the board meeting that followed the meeting of the independent Directors, at which the
performance of the Board, its committees and individual directors was also discussed.

• The Nomination and Remuneration Committee as specified u/s 178 of the Companies Act, 2013
was formed with a view to reviewing and making recommendations on annual salaries,
performance, commissions, perquisite and other employment conditions of Executives and
Officials. The Committee''s also takes into consideration remuneration practices followed by
leading Companies as well as information provided by reputed consultants while determining
the overall remuneration package.

• During the year under review the Nomination and Remuneration Committee met on 30.05.2023,
details of the meeting have been given in Corporate Governance Report, which forms part of this
report.

• The following are the members of the Committee at present:

Name	Designation	Executive/Non-Executive/Independent
Mrs. Silpi Chakraborty	Chairperson	Non- Executive & Independent
Mr. Kishor Jhunjhunwala	Member	Non- Executive & Independent
Mr. Ravendra Pal Singh	Member	Non- Executive & Non-Independent

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE
EMPLOYEES:

The information as required under Section 197 of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available. In
terms of Section 136(1) read with its relevant provisions of the Companies Act, 2013, the Annual
Report excluding the aforesaid information is being sent to the Members of the Company and others
entitled thereto. The said information shall be kept open for inspection at the Registered Office of
the Company on every working day of the Company between 10 a.m. to 12 noon up to the date of
the forthcoming Annual General Meeting.

POLICY FOR REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES:

The Company recognizes the fact that there is a need to align the business objective with the specific
and measurable individual objectives and targets.

The remuneration policy of the company can be accessed to its website i.e. www.uniworth.com

RECEIPT OF ANY COMMISSION BY MD/WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION
/ REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

No receipt of any commission by MD/WTD from a Company has been made.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

Your Company doesn''t have any subsidiary, joint venture or associates.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL:

No significant and material order has been passed by the Regulators or Courts or Tribunal in any
other case.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO
THE FINANCIAL STATEMENTS:

The Company has adequate internal control procedures commensurate with the size, scale and
complexity of its operations, which are well supplemented by surveillance of Internal Auditors.

DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM:

In pursuant to the provision of Section 177(9) & (10) of the Companies Act, 2013, the Company has
formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of
the Company to report concerns about unethical behavior, actual or suspected fraud or violation of
the company''s code of conduct or ethics policy. The Whistle Blower Policy is available on the website
of the Company i.e. www.uniworth.com

HEALTH, SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. The Company
has been complying with the relevant laws and has been taking all necessary measures to protect
the environment and maximize worker protection and safety.

POLICY ON PREVENTION OF SEXUAL HARASSMENT:

The Company is committed to provide a safe and conducive work environment to its employee and
has formulated "Policy for Prevention of Sexual Harassment".

During the financial year ended 31st March, 2024 the Company has not received any complaints
pertaining to Sexual Harassment.

INDUSTRIAL RELATIONS:

Industrial Relations continued to remain cordial throughout the year. Your Directors wish to place on
record their appreciation for dedicated and sincere services rendered by the executives, staff and
workmen at all levels.

FRAUD REPORTING:

There was no fraud reported by the Auditors of the Company under Section 143(12) of the
Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under
review.

PARTICULARS OF EMPLOYEES:

During the period under review, no employee of the Company drew remuneration in excess of the
limits specified under the provisions of Section 197(12) of the Companies Act, read with Rules 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and hence no disclosure is required to be made in the Annual Report.

ACKNOWLEDGEMENT:

Your Directors acknowledge with gratitude the co-operation and assistance received from the
Central and State Government, Financial Institutions, Banks, Shareholders and others during the
year under review.

On Behalf of the Board

Vasavan Padhamanabhan Kishor Jyunjhunwala

Executive Director Director

DIN: 08396593 DIN: 00035091

Place: Kolkata

Date: 3rd September, 2024

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Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting their 27th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

During the year under review, performance of your company is as under :

31st March 2015 31st March 2014 Particulars (Rs. in Lacs) (Rs.in Lacs)

Total Income 13916.58 13912.88

Profit/(Loss) before Interest and 1433.81 1320.28 Depreciation Before prior period adjustment

Previous year adjustments & Extra 290.40 53.70 Ordinary Items

Profit / (Loss) before 1143.41 1266.58 Interest and Depreciation

Less : Interest for the year 5361.19 5361.16

Profit / (Loss) before Depreciation (4217.78) (4094.58)

Less: Depreciation 427.27 428.24

Profit /(Loss) before Tax (4645.05) (4522.82)

Less : Provision for taxation - -

Profit / (Loss) after Tax for the year (4645.05) (4522.82)

Add: Balance Brought Forward (95858.20) (91335.38) from the Previous year

Profit/(Loss) carried to Balance Sheet (100503.25) (95858.20)

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK :

During the year under review, total revenue remained almost at same level to Rs. 139.17 crores as against Rs. 139.13 crores in the previous year. There was a cash profit to the tune of Rs 14.34 crores as against Rs. 13.20 crores before interest and Depreciation in the previous year. Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources.

BUSINESS OUTLOOK :

Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line. Coupled with this, sporadic fiscal instability in certain global markets was a cause of concern. Although, the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market.

PROCESS OF RESTRUCTURING :

Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act), ARCIL had taken over possession of the secured assets of the Company's plants and appointed Indoworth India Limited as the Custodian of such assets. The Company's business continued throughout the year as usual. However, the matter is subjudice in various suits before the Calcutta High Court and other Forums, and necessary adjustments in the financial statements, if required, would be made upon final adjudication of proceedings. The matter is subjudice and writ petition is pending before the Hon'ble High Court Calcutta.

MATERIAL CHANGE AND COMMITMENTS AFTER THE BALANCE SHEET DATE

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this report.

DIVIDEND :

In view of huge accumulated losses, the Directors regret their inability to recommend any dividend for the Financial Year 2014-15.

DEPOSITS :

The Company has neither invited nor accepted deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.

DIRECTORS' RESPONSIBILITY STATEMENT :

In compliance of Section 134 (5) of the Companies Act, 2013, your Directors state as follows :

a) That in the preparation of accounts, applicable accounting standards have been followed and there are no material departures ;

b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company ;

c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities ;

d) That the Annual Accounts have been prepared on a going concern basis;

e) That internal financial controls had been laid down and are adequate and operating effectively ;

f) That proper systems had been devised to ensure compliance with the provision of all applicable laws and such systems are adequate and operating effectively ;

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Mr. S. N. Shenwai (DIN : 01716415), retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Since the last Annual General Meeting, Mr. Tara Chand Jain (DIN : 07144151) has been appointed as Additional Director of the Company w.e.f. 31.03.2015. Appropriate Resolution seeking your approval for his appointment is appearing in the Notice convening the Annual General Meeting.

DECLARATION FROM INDEPENDENT DIRECTOR :

The Independent Directors has submitted their Disclosures to the Board that they fulfill all the requirements as stipulated under section 149 (6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186 :

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the Financial Statements.

TRANSACTION WITH RELATED PARTY :

Related party transactions that were entered during the financial year were on arm's length basis and in the ordinary course of business. There were no materially significant related party transactions which were in conflict of the Company.

AMOUNTS TRANSFERRED TO RESERVES :

In view of huge accumulated losses, the Directors regret their inability to recommend any amount to be transferred to reserves for the Financial Year 2014-15.

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

The details pertaining to conservation of energy, technology, absorption, foreign exchange earnings and outgo are provided as Annexure I, which forms part of this report.

RISK MANAGEMENT :

A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors is in place. In addition, Risk Management issues are generally discussed in the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITIES :

The provisions of Section 135 of the Act in connection with Corporate Social Responsibility are not applicable to the Company since the Company falls below the threshold limits.

BOARD EVALUATION :

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and elected Chairman of the each meeting was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

CORPORATE GOVERNANCE :

As a Listed Company, necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other Company Law requirements. A report on Corporate Governance along with a certificate from the Auditors is annexed hereto and forms part of this Report.

NUMBER OF BOARD MEETINGS :

During the Financial Year 2014-15, the Board of Directors of the company met six times details of the meetings has been given in the Corporate Governance Report, which forms part of this report.

AUDIT COMMITTEE :

The Details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report.

NOMINATION & REMUNERATION COMMITTEE :

The Details pertaining to composition of Nomination & Remuneration Committee are included in the Corporate Governance Report, which forms part of this report.

STAKEHOLDERS RELATIONSHIP COMMITTEE :

The Details pertaining to composition of Stakeholders Relationship Committee are included in the Corporate Governance Report, which forms part of this report.

AUDITORS' REPORT :

The observations of the Auditors' Report have been dealt with in the Notes to Financial Statement, and being self- explanatory, do not call for any further clarifications.

AUDITORS :

M/s S. S. Kothari & Co., Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

COST AUDITOR :

Your Company had appointed M/s Sanat Joshi & Associates, Cost Accountants, as Cost Auditors, with the approval of the Central Government, for audit of cost records maintained by the Company for the financial year 2015-2016. SECRETARIAL AUDITOR :

In terms of Section 204 of the Companies Act, 2013, the Board of Directors at their meeting held on 29th May, 2015, have appointed M/s K K Sanganeria & Associates, Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the Financial Year 2015-16. Report of the Secretarial Auditor for the financial year ended 31.03.2015 is given as an Annexure II which forms part of this report.

BOARDS VIEW :

During the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking. The matter is subjudice before the Court of Law. As regards appointment of full time Company Secretary, the company is on the lookout for suitable candidates and the compliance of the requirement shall be met shortly. The Company has disputed the repayment of due. The loss and damages caused to the borrower by the lender is much more than the amount lent. Hence, figures of the borrowed amount shown in the balance sheet after due adjustments with the said loss and damages may result in entitlement to recover substantial amount from the lender. Under these facts and circumstances, the figures of borrowed amount in this balance sheet cannot be considered as admission, if any, of the claim of lender(s)

EXTRACT OF ANNUAL RETURN :

As provided under Section 92 (3) of the Companies Act, 2013, the extract of Annual Return is given in Annexure III in the prescribed form MGT-9, which forms part of this report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The company is committed to provide a safe and conducive work environment to its employee and has formulated "Policy for Prevention of Sexual Harassment".

During the financial year ended 31st March, 2015, the Company has not received any complaints pertaining to Sexual Harassment.

INDUSTRIAL RELATIONS :

Industrial Relations continued to remain cordial throughout the year. Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives, staff and workmen at all levels.

ACKNOWLEDGEMENT :

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government, Financial Institutions, Banks, Shareholders and others during the year under review.

On Behalf of the Board

Place: Kolkata S. N. Shenwai T. C. Jain Date: 29th May, 2015 Executive Director Director

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Mar 31, 2014

THE MEMBERS :

The Directors have pleasure in presenting the 26th Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS :

31st March 2014 31st March 2013 (Rs. in Lacs) (Rs. in Lacs)

Total Income 13912.88 16261.49

Profit/(Loss) before Interest and Depreciation Before prior period adjustment 1320.28 (1781.06)

Previous year adjustments & Extra Ordinary Items 53.70 (61.00)

Profit / (Loss) before Interest and Depreciation 1266.58 (1842.06)

Less : Interest for the year 5361.16 5361.16

Profit / (Loss) before Depreciation (4094.58) (7203.22)

Less: Depreciation 428.24 563.55

Profit /(Loss) before Tax (4522.82) (7766.77)

Less : Provision for taxation - -

Profit / (Loss) after Tax for the year (4522.82) (7766.77)

Add: Balance Brought Forward from the Previous year (91335.38) (83568.61)

Profit/(Loss) carried to Balance Sheet (95858.20) (91335.38)



OPERATIONS AND MANAGEMENT DISCUSSION AND ANALYSIS :

During the year under review, total revenue decreased to Rs. 139.13 crores as against Rs. 162.61 crores in the previous year. This was due to paucity of working capital inspite of further narrowing down the working capital cycle to avail maximum rotation of funds. There was a cash profit to the tune of Rs 13.20 crores as against a cash loss of Rs. 17.81 crores before interest and Depreciation in the previous year. Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources. Income from Silk Division improved during the current year.

BUSINESS OUTLOOK :

Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line. Coupled with this, sporadic fiscal instability in certain global markets was a cause of concern. Although, the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market.

PROCESS OF RESTRUCTURING :

Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act), ARCIL had taken over possession of the secured assets of the Company''s plants and appointed Indoworth India Limited as the Custodian of such assets. The Company''s business continued throughout the year as usual. However, the matter is subjudice in various suits before the Calcutta High Court and other Forums, and necessary adjustments in the financial statements, if required, would be made upon final adjudication of proceedings.

DEPOSITS :

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

DIRECTORS'' RESPONSIBILITY STATEMENT :

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors state as follows:

a) That in the preparation of accounts, applicable accounting standards have been followed.

b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company.

c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities.

d) That the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE :

As a Listed Company, necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other Company Law requirements. A report on Corporate Governance along with a certificate from the Auditors is annexed hereto and forms part of this Report.

AUDITORS'' REPORT :

The observations of the Auditors'' Report have been dealt with in the Notes to Financial Statements, and being self-explanatory, do not call for any further clarifications.

DIRECTORS :

Mr. K. Jhunjhunwala (DIN : 00035091) retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Since the last Annual General Meeting, Mr. A. G. Bhatnagar (DIN : 01386123) resigned from the Board with effect from 29.05.2014.

Mr. S. C. Kalra (DIN : 02297113) resigned from the Board and also from the service of the Company with effect from 29.05.2014.

Mr. S. C. Majumder (DIN : 01386192) resigned from the Board with effect from 14.07.2014.

Mr. S. N. Shenwai (DIN : 01716415) has been appointed as Additional Director and also as Executive/ Whole-time Director of the Company w.e.f. 29.05.2014.

Mrs. Silpi Chakraborty (DIN : 06923695) has been appointed as Additional Director of the Company w.e.f. 14.07.2014. Appropriate Resolutions seeking your approval for their appointment are appearing in the Notice convening the Annual General Meeting.

AUDITORS :

M/s S. S. Kothari & Co., Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

COST AUDITOR

Your Company had appointed M/s Sanat Joshi & Associates, Cost Accountants, as Cost Auditors, with the approval of the Central Government, for audit of cost records maintained by the Company for the financial year 2014-2015.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act 2013, the Board of Directors at their meeting held on 29th May, 2014, have appointed M/s K. K. Sanganeria & Associates, Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the Financial Year 2014-15.

PARTICLUARS OF EMPLOYEES :

The Company has no employee whose remuneration is more than the limit specified in Section 217 (2A) of the Companies Act, 1956.

ADDITIONAL INFORMATION :

The statement showing required particulars pursuant to Section 217(1) (e) of the Companies Act, 1956 and the rules framed thereunder is annexed hereto and forms part of this report.

INDUSTRIAL RELATIONS :

Industrial Relations continued to remain cordial throughout the year. Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives, staff and workmen at all levels.

ACKNOWLEDGEMENT :

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government, Financial Institutions, Banks, Shareholders and others during the year under review.

On Behalf of the Board Place: Kolkata S. N. Shenwai Silpi Chakraborty Date : 14th July, 2014 Executive Director Director

---

Mar 31, 2013

TO THE MEMBERS :

The Directors have pleasure in presenting the 25th Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS :

31st March 2013 31st March 2012** (Rs. in Lacs) (Rs. in Lacs)

Total Income 16261.49 16495.00

Profit/(Loss) before Interest and Depreciation

Before prior period adjustment (1781.06) 813.29

Previous year adjustments 61.00 12.03

Profit / (Loss) before Interest and Depreciation (1842.06) 801.26

Less : Interest for the year 5361.16 5361.16

Profit / (Loss) before Depreciation (7203.22) (4559.90)

Less : Depreciation 563.55 558.51

Profit /(Loss) before Tax (7766.77) (5118.41)

Less : Provision for taxation Fringe Benefit Tax

Profit / (Loss) after Tax for the year (7766.77) (5118.41)

Add : Balance Brought Forward from the Previous year (83568.61) (78450.20)

Profit/(Loss) carried to Balance Sheet (91335.38) (83568.61)

** Figures have been regrouped wherever necessary as per advised norms.

OPERATIONS AND MANAGEMENT DISCUSSION AND ANALYSIS :

During the year under review, total revenue decreased marginally to Rs. 162.61 crores as against Rs. 164.95 crores in the previous year. This was due to Cash flow shortcomings inspite of further narrowing down the working capital cycle to avail maximum rotation of funds. There was a consequent Cash Loss to the tune of Rs 17.81 crores as against a Cash Profit of Rs. 8.13 crores before Interest and Depreciation in the previous year. Overall performance of the textile industry in India continued to be under pressure due to increased cost of raw materials and other resources.

Income from the Silk Division improved considerably during the current year although the net profits from the Division was marginally lower due to all-round increase in costs.

BUSINESS OUTLOOK :

Demand for textile products have been stagnant on a global basis and have consequently affected the Companies in India as well. Sporadic fiscal instability in various global markets has also been a cause of concern. However, long term outlook of Dyed Woolen, Poly wool worsted and Silk yarn business being quite potential, and the Knitting segment expected to do better, the company is optimistic about the future owing to its determined efforts to make its presence felt in the global scenario as well as to simultaneously develop the domestic market.

PROCESS OF RESTRUCTURING :

Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act), ARCIL had taken over possession of the secured assets of the Company''s plants and appointed Indoworth India Limited as the Custodian of such assets. The Company''s business continued throughout the year as usual. However, the matter is subjudice in various suits before the Calcutta High Court and other Forums, and necessary adjustments in the financial statements, if required, would be made upon final adjudication of proceedings.

DEPOSITS :

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

DIRECTORS'' RESPONSIBILITY STATEMENT :

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors state as follows:

a) That in the preparation of accounts, applicable accounting standards have been followed.

b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company.

c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities.

d) That the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE :

As a Listed Company, necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other Company Law requirements. A report on Corporate Governance along with a certificate from the Auditors is annexed hereto and forms part of this Report.

AUDITORS'' REPORT :

The observations of the Auditors'' Report have been dealt with in the Notes to Profit & Loss Account and the Balance Sheet of the Accounts, and being self-explanatory, do not call for any further clarifications.

DIRECTORS :

Mr. A. G. Bhatnagar and Mr. K. Jhunjhunwala retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

AUDITORS :

M/s S. S. Kothari & Co., Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

PARTICLUARS OF EMPLOYEES :

The Company has no employee whose remuneration is more than the limit specified in Section 217 (2A) of the Companies Act, 1956.

ADDITIONAL INFORMATION :

The statement showing required particulars pursuant to Section 217(1) (e) of the Companies Act, 1956 and the rules framed thereunder is annexed hereto and forms part of this report.

INDUSTRIAL RELATIONS :

Industrial Relations continued to remain cordial throughout the year. Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives, staff and workmen at all levels.

ACKNOWLEDGEMENT :

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government, Financial Institutions, Banks, Shareholders and others during the year under review.

On Behalf of the Board

Place: Kolka Subhashchandra Kalra S. C. Majumder

Date : 30th May, 2013 Executive Director Director

---

Mar 31, 2012

The Directors have pleasure in presenting the 24th Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS :

31st March 2012 31st March 2011(*)

(Rs. in Lacs) (Rs. in Lacs)

Total Income 16495.00 14363.59 Profit/(Loss) before Interest and Depreciation

Before prior period adjustment 813.29 1154.39

Previous year adjustments (12.03) 4.64

Profit / (Loss) before Interest and Depreciation 801.26 1159.03

Less : Interest for the year 5361.16 5361.16

Profit / (Loss) before Depreciation (4559.90) (4202.13)

Less : Depreciation 558.51 796.87

Profit /(Loss) before Tax (5118.41) (4999.00)

Less : Provision for taxation - -

Fringe Benefit Tax - -

Profit / (Loss) after Tax for the year (5118.41) (4999.00)

Add : Balance Brought Forward from the Previous year (78450.20) (73451.20)

Profit/(Loss) carried to Balance Sheet (83568.61) (78450.20)

( * ) Figures have been regrouped as per advised norms.

OPERATIONS AND MANAGEMENT DISCUSSION AND ANALYSIS :

During the year under review, total revenue increased to Rs. 164.95 crores as against Rs. 143.64 crores in the previous year. This has been achieved inspite of severe cash flow shortcomings by narrowing down the working capital cycle and by optimum rotation of available funds. Cash profit before Interest and Depreciation has consequently showed a decrease to Rs. 8.13 crores as against Rs. 11.54 crores in the previous year. Overall performance of the textile industry in India was under pressure due to increased prices of raw material and other resources.

Performance of the Silk Division was particularly dismal during the current year due to unprecedented price rise in raw material, which could not be transferred to customers.

BUSINESS OUTLOOK :

Demand for textile products have shown encouraging trends and have contributed in improving the top line of the Textiles Industry on a global basis and consequently of Companies in India. However sporadic fiscal instability in certain global markets was a cause of concern. The long term outlook of Dyed Woolen, Poly wool worsted and Silk yarn business seems quite potential, and the entire Knitting segment is expected to do even better. The company is continuing its vigorous efforts in domestic market with visible success, and it is therefore expected that with the buoyancy in the international Textiles arena, the future performance of the company will be further strengthened in the coming years.

PROCESS OF RESTRUCTURING :

Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act), ARCIL had taken over possession of the secured assets of the Company's plants and appointed Indoworth India Limited as the Custodian of such assets. The Company's

business continued throughout the year as usual. However, the matter is subjudice in various suits before the Calcutta High Court and other Forums, and necessary adjustments in the financial statements, if required, would be made upon final adjudication of proceedings.

DEPOSITS :

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

DIRECTORS' RESPONSIBILITY STATEMENT :

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors state as follows :

a) That in the preparation of accounts, applicable accounting standards have been followed.

b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company.

c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities.

d) That the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

As a Listed Company, necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other Company Law requirements. A report on Corporate Governance along with a certificate from the Auditors is annexed hereto and forms part of this Report.

AUDITORS' REPORT :

The observations of the Auditors' Report have been dealt with in the Notes to Profit & Loss Account and the Balance Sheet of the Accounts, and being self-explanatory, do not call for any further clarifications.

DIRECTORS :

Mr. S. C. Majumder and Mr. K. Jhunjhunwala retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

During the year, Mr. S. N. Shenwai resigned from the Board with effect from 27.02.2012.

Since the last Annual General Meeting, Mr. Subhashchandra Kalra has been appointed as an Additional Director and also as an Executive/Whole-time Director of the Company with effect from 27.02.2012. Appropriate Resolutions seeking your approval for his appointment are appearing in the Notice convening the Annual General Meeting.

AUDITORS :

M/s S. S. Kothari & Co., Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

PARTICLUARS OF EMPLOYEES :

The Company has no employee whose remuneration is more than the limit specified in Section 217 (2A) of the Companies Act, 1956

ADDITIONAL INFORMATION :

The statement showing required particulars pursuant to Section 217(1) (e) of the Companies Act, 1956 and the rules framed thereunder is annexed hereto and forms part of this report.

INDUSTRIAL RELATIONS :

Industrial Relations continued to remain cordial throughout the year. Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives, staff and workmen at all levels.

ACKNOWLEDGEMENT :

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government, Financial Institutions, Banks, Shareholders and others during the year under review.

On Behalf of the Board

Place: Kolkata Subhashchandra Kalra S. C. Majumder

Date : 27th August, 2012 Executive Director Director

---

Mar 31, 2011

The Directors have pleasure in presenting the 23rd Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS:

31st March 2011 31st March 2010 (Rs. in Lacs) (Rs. in Lacs)

Total Income 15012.40 10641.08

Profit/(Loss) before Interest and Depreciation

Before prior period adjustment 1149.92 160.29

Previous year adjustments 4.64 (1.23)

Profit / (Loss) before Interest and Depreciation 1154.56 159.06

Less : Interest for the year 5356.69 5361.17

Profit/(Loss) before Depreciation (4202.13) (5202.11)

Less : Depreciation 796.87 978.46

Profit /(Loss) before Tax (4999.00) (6180.57)

Less : Provision for Taxation - -

Fringe Benefit Tax - -

Profit / (Loss) after Tax for the year (4999.00) (6180.57)

Add : Balance Brought Forward from the Previous year (73451.20) (67270.63).

Profit/(Loss) carried to Balance Sheet (78450.20) (73451.20)

OPERATIONS AND MANAGEMENT DISCUSSION AND ANALYSIS :

During the year under review, Turnover increased substantially to Rs. 150.12 crores as against Rs. 106.41 crores in the previous year, thereby reflecting a significant increase of over 41 %. This has been achieved inspite of severe cash flow shortcomings by narrowing down the working capital cycle and by optimum rotation of available funds. Cash profit before Interest and Depreciation has accordingly showed a significant increase to Rs. 11.49 crores as against Rs. 1.60 crores in the previous year. Overall performance of the textile industry in India has been encouraging with increased demand, both domestic as well as global. However, continued increase in the price of Merino Wool did not allow the bottom line to improve even further.

Performance of the Silk Division continued to improve during the current year. Improved sourcing and pricing of raw materials with stricter cost control measures further contributed towards better returns from this Division.

BUSINESS OUT LOOK:

Demand for textile products have shown encouraging trends and have contributed in improving the performance of the Textiles Industry on a global basis and consequently of Companies in India. However sporadic fiscal instability in certain global markets are a cause of concern. The long term outlook of Dyed Woolen, Polywool worsted and Silk yam business seems quite potential, and the entire Knitting segment is expected to do even better. The company is continuing its vigorous efforts in domestic market with visible success, and it is therefore expected that with the buoyancy in the international Textiles arena, the future performance of the company will be further strengthened in the coming years.

PROCESS OF RESTRUCTURING :

Under the provisions of Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act), ARCIL had taken over possession of the secured assets of the Company's plants appointed Indoworth India Limited as the Custodian of such assets. The Company's business continued throughout the year as usual. However, the matter is subjudice in various suits before the Calcutta High Court and other Forums, and necessary adjustments in the financial statements, if required, would be made upon final adjudication of proceedings.

DEPOSITS:

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS' RESPONSIBILITY STATEMENT:

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors state as follows: .

a) That in the preparation of accounts, applicable accounting standards have been followed.

b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company.

c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities.

d) That the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE :

As a Listed Company, necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other Company Law requirements. A report on Corporate Governance along with a certificate from the Auditors is annexed hereto and forms part of this Report.

AUDITORS' REPORT :

The observations of the Auditors' Report have been dealt with in the Notes to Profit & Loss Account and the Balance Sheet in Schedule 20 of the Accounts, and being self-explanatory, do not call for any further clarifications.

DIRECTORS:

Mr. K. Jhunjhunwala and Mr. A. G Bhatnagar retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Since the last Annual General Meeting, Mr. Shiv Sharma resigned from the Board w.e.f. 28.01.2011.

Since the last Annual General Meeting, Mr. S. N Shenwai has been appointed as an Additional Director and also as an Executive / Whole-time Director of the Company w.e.f. 28.01.2011. Appropriate Resolutions seeking you approval for his appointment is appearing in the Notice convening the Annual General Meeting.

AUDITORS:

M/s S. S. Kothari & Co., Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

PARTICLUARS OF EMPLOYEES :

The Company has no employee whose remuneration is more than the limit specified in Section 217 (2A) of the Companies Act, 1956

ADDITIONAL INFORMATION :

The statement showing required particulars pursuant to Section 217(1)(e) of the Companies Act, 1956 and the rules framed there under is annexed hereto and forms part of this report.

INDUSTRIAL RELATIONS :

Industrial Relations continued to remain cordial throughout the year. Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives, staff and workmen at all levels.

ACKNOWLEDGEMENT:

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government, Financial Institutions, Banks, Shareholders and others during the year under review.

On Behalf of the Board

Place: Kolkata S. N. Shenwai S. C. Majumder

Date : 26th August, 2011 Executive Director Director

---

Mar 31, 2010

The Directors have pleasure in presenting the 22nd Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS:

31st March 2010 31st March 2009 (Rs. in Lacs) (Rs. in Lacs)

Total Income 10641.08 10957.26

Profit/(Loss) before Interest and Depreciation

Before prior period adjustment 160.29 813.38

Previous year adjustments (1.23) 3.06

Profit / (Loss) before Interest and Depreciation 159.06 816.44

Less : Interest for the year 5361.17 5361.17

Profit / (Loss) before Depreciation (5202.11) (4544.73)

Less : Depreciation 978.46 936.55

Profit/(Loss) before Tax (6180.57) (5481.28)

Less : Provision for taxation

Fringe Benefit Tax - 5.28

Profit / (Loss) after Tax for the year (6180.57) (5486.56)

Add : Balance Brought Forward from the Previous year (67270.63) (61784.09)

Profit/(Loss) carried to Balance Sheet (73451.20) (67270.65)

OPERATIONS AND MANAGEMENT DISCUSSION AND ANALYSIS:

During the year under review, though Turnover remained more or less at constant levels, Cash profit before Interest and Depreciation fell substantially to Rs. 1.60 crores as against Rs. 8.16 crores in the previous year. Overall performance of the textile industry in India continuing to remain stagnant during the year due to drastic global recessionistic factors, higher Capacity Utilization to offset the adverse economy could not be achieved to improve operational results. Falling demand for Woollen Worsted Yarns together with increase in the price of Merino Wool also affected the bottom line adversely.

However, performance of the Silk Division continued to improve during the current year by addition of more equipments to increase Capacity. Improved sourcing and pricing of raw materials with stricter cost control measures further contributed towards better returns from this Division.

BUSINESS OUT LOOK:

Economic and fiscal stability alone can improve the performance of the Textiles Industry on a Global basis and consequently of Companies in India. Political situation in India continues to be stable and hence will foster fast pace economic growth and development, which should benefit the Company in the current financial year. The long term out look of Dyed Woolen, Polywool worsted and Silk yarn business seems quite potential, and the entire Knitting segment is expected to do better. The company is continuing to make vigorous efforts to increase its sales in the domestic market. All these factors are likely to strengthen the future performance of the company.

PROCESS OF RESTRUCTURING:

Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act), ARCIL had taken over possession of the secured assets of the Companys plants appointed Indoworth India Limited as the Custodian of such assets. The Companys business continued throughout the year as usual. However, the matter is subjudice in various suits before the Kolkata High Court and other Forums, and necessary adjustments in the financial statements, if required, would be made upon final adjudication of proceedings.

DEPOSITS:

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

DIRECTORS RESPONSIBILITY STATEMENT:

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors state as follows: .

a) That in the preparation of accounts, applicable accounting standards have been followed.

b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company.

c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities.

d) That the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

As a Listed Company, necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other Company Law requirements. A . report on Corporate Governance along with a certificate from the Auditors is annexed hereto and forms part of this Report.

AUDITORSREPORT:

The observations of the Auditors Report have been dealt with in the Notes to Profit & Loss Account and the Balance Sheet in Schedule 20 of the Accounts, and being self-explanatory, do not call for any further clarifications.

DIRECTORS:

Mr. S. K. Jhunjhunwala expired during the current year and his expiry noted and recored in Board Meeting held on 12.08.2010.

Mr. A. G. Bhatnagar and Mr. S. C. Majumder retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

AUDITORS:

M/s S. S. Kothari & Co., Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

PARTICLUARS OF EMPLOYEES:

The Company has no employee whose remuneration is more than the limit specified in Section 217 (2A) of the Companies Act, 1956 ADDITIONAL INFORMATION:

The statement showing required particulars pursuant to Section 217(1)(e) of the Companies Act, 1956 and the rules framed thereunder is annexed hereto and forms part of this report.

INDUSTRIAL RELATIONS:

Industrial Relations continued to remain cordial throughout the year. Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives, staff and workmen at all levels. ACKNOWLEDGEMENT:

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government, Financial Institutions, Banks, Shareholders and others during the year under review.

On Behalf of the Board Place: Kolkata Shiv Sharma S. C. Majumder

Date : 25th August, 2010 Executive Director Director