Directors Report of Vogue Textiles Ltd.

Mar 31, 2015

Dear Members,

Your Directors present the 23rd Annual Report of the Company together with the Audited Statements of Accounts for the finacial year ended 31st March, 2015

FINANCIAL RESULTS FINANCIAL HIGHLIGHTS

The Financial results for the year ended on 31.03.2015 and 31.03.2014 are as under (RS.IN LACS)

YEARENDED YEARENDED 31.03.2015 1.03.2014

SALES 195.06 215.23

OTHER INCOME 13.57 17.11

TOTAL EXPENDITURE 199.70 194.76

GROSS PROFIT 8.93 37.58

INTEREST&BANKCHARGES 2.69 3.84

DEPRECIATION 13.19 31.63

PROFIT BEFORE EXTRAORDINARY ITEMS &TAX (6.95) 2.11

EXTRA ORDINARY ITEMS 0.15 -

PROFIT BEFORE TAX (7.10) 2.11

PROFIT AFTER TAX (11.36) 6.36

SHARE CAPITAL 590.10 590.10

RESERVES (EXCLUDING CAPITAL/ REVALUATION RESERVE) - -

REVALUATION RESERVE 12.51 23.86

EARNING PER SHARES (EPS) 0.00 0.10

DIVIDEND - -

BOARD EVALUATION

Pursuant to Section 134(3) of the Companies Act,2013 , Independent Directors have evaluated the quality , quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters. The Nomination Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which will be based on attendance , expertise and contribution brought in by the independent Director at the Board Meeting , which shall be taken into account at the time of re- appointment of independent Director

MEETINGS OFTHE BOARD

The Board Met 6 times on 15,05.2014 ,09.08.2014, 12.08.2014, 14,11.2014 14.02.2015& 31.03.2015 during the year The names and categories of the Directors on the Board, their attendance at Board Meetings during the year and at the Last Annual General Meeting and number of companies in which the Director is a member or its committee are as follows:

DIRECTORS

Mr. Sunil Dutt ((DIN 1514028) & .Yoginder Kumar Singla (DIN 2863548) who retire from the Board of Directors by rotation and being eligible for re-appointment, have offered themselves for re-appointment.

COMMITTEES OF THE BOARD

(A) AUDIT COMMITTEE

The Role and Terms of reference of the Audit Committee are in accordance with the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange(s). The Audit Committee periodically reviews the Financial reports & Statements, adequacy of the internal control systems and reporting from Unit Heads.

(B) NOMINATION & REMUNERATION COMMITTEE

Matters of remuneration of Executive Directors are considered by the Board of Directors of the Company, with the interested Executive Director not participating or voting. The terms of remuneration are to be approved by the shareholders at the General Body Meeting.

(C) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

In terms of requirements of the Section 135 of the Companies Act,2013 and rule issued there under ,The Board of Directors of your Company has constituted a CSR Committee comprising of Mr. Sunil Dutt, Chairman, Mr. Anil Dutt, Managing Director and Mr. Anil Giri, as member of the committee. This Committee is responsible for formulation and monitoring the CSR policy of the Company.

(D) SEXUAL HARASSMENT AND COMMITTEE

In terms of requirements of the Section 134 ofthe Companies Act, 2013 and rule issued there under, the Board of Directors of your Company has constituted an Internal Complaints Committee (ICC) on sexual Harassment, commonly to be known as Sexual Harassment Committee, comprising of Ms. Aknaksha Dutt, Chairperson, Mr. Anil Dutt, Managing Director and Mr. Y KSingla, Independent Director, as members ofthe committee. This Committee is responsible for formulation policy and monitoring the cases of sexual nature happening in the company, if any.

AUDITORS & AUDITOR'S REPORT

The Auditors of the Company M/s Bahl & Batra Chartered Accountants, (Firm Registration No-018250N) retire at the conclusion of the ensuing 23rd Annual General Meeting and have confirmed their eligibility & willingness to accept office, if re-appointed . Your Board recommends their re-appointment as statuary auditors of the Company from the conclusion of 23rd Annual General Meeting to the conclusion of the 24th Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to the Section 204 of the Companies Act,2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Shri M.AIJAZ (AIJAZ & Associates), a Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial audit report submitted by the Secretarial Auditors for the year ended 31st March , 2015 is attached in Annexure -I

The numberwise comments of management ofthe company on the secretarial audit report:

1 The Company has appointed its CFO.

2 Day was not given due to clerical mistake.

3 This year it has been given.

4 Internal Auditor has been appointed now.

5. Being first year for CSR the company could not identify and quantify the project and mode of expense of CSR funds. In the current financial year, the company will spend this amount also.

6. The management has addressed now all points at appropriate places.

DIRECTOR'S RESPONSIBILTY STATEMENT

As Required under section 134 of the Companies Act, 2013, the Directors hereby confirm that:

1. That in the preparation of annual accounts for the financial year ended 31st March 2015 the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

2. That they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit /loss for the year under consideration.

3. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That they have prepared the annual accounts of the Company for the financial year ended 31st March,2015on a going concern basis.

RELATED PARTY TRANSACTION

The transaction with related party entered into by the Company are periodically placed before the audit committee for its approval .No transaction with the related party is material in nature , in accordance with Company's RELATED Party Transaction Policy in accordance with Accounting Standard -18 ( Related Party Disclosures ) the details of transaction with related parties are set out in Note No-B of 7 of disclosures forming part of Financial Statements.

SAFETY AND ENVIRONMENT

The company continues to maintain a good safety record. The manufacturing unit of the company is environment friendly and maintains all safety standards.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

No employee of the Company drawing remuneration in excess of the set limits 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 and no commission is being drawn by the Managing Director and Whole Time Director as well as the other directors from the Company.

PUBLIC DEPOSIT

During the year under review, the Company has not accepted nor renewed any deposits from public.

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

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

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

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

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to 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 V attached to this Annual Report.

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

There was 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.

ADITIONAL INFORMATION

A Report on Corporate Governance and Management Discussion and Analysis under clause-49 of the Listing Agreement is attached.

ANNUALRETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure IV and is attached to this Report.

ACKNOWLEDGEMENT

The Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by the creditors, investors, Government Authorities, Banks and the Management Team and look forward to their continued support in the future . The Directors also wish to place on record their appreciation for the all round Co-operation and contribution made by the employees at all Levels.

For & On behalf of the Board of Directors

Place : New Delhi Sunil Dutt Date : 06th October, 2015 (Chairman)

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Mar 31, 2014

Dear Members,

The Directors present 22nd Annual Report along with the audited statement of Accounts of the Company for the Financial year ended on 31st March 2014.

FINANCIAL HIGHLIGHTS

The Financial results for the year ended on 31.03.2014 and 31.03.2013 are as under (RS.IN LACS) YEAR ENDED YEAR ENDED 31.03.2014 31.03.2013

SALES 215.23 419.48

OTHER INCOME 17.11 22.03

TOTAL EXPENDITURE 194.76 393.48

GROSS PROFIT 37.58 48.03

INTEREST&BANKCHARGES 3.84 2.92

DEPRECIATION 31.63 40.39

PROFIT BEFORE EXTRAORDINARY ITEMS & TAX 2.11 4.72

EXTRAORDINARY ITEMS - 1.11

PROFIT BEFORE TAX 2.11 3.61

PROFIT AFTER TAX 6.36 9.68

SHARE CAPITAL 590.10 590.10

RESERVES (EXCLUDING CAPITAL/REVALUATION RESERVE) - -

REVALUATION RESERVE 23.86 17.50

EARNING PER SHARES (EPS) 0.10 0.16

DIVIDEND - -

OPERATIONS

The year 2013-2014 under review witnessed sharp fall in the business of the Company. The economic scenario of the country remained sluggish The gross domestic product growth remained below 5% . Under such adverse economic conditions your Company could register a turnover of Rs.215.23 lacs against the previous year''s Rs. 419.48 Lacs.

CORPORATE GOVERNANCE

Your Company has ensured that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with. The Auditor of the Company have Certified that conditions of Corporate Governance as stipulated under Clause 49 of the listing agreement are complied by the company and their certificate is annexed to the Report on Corporate Governance..

DIRECTORS

Mr. Anil Dutt (DIN No-01568921) & . Anill Giri (DIN No-1568980) who retire from the Board of Directors by rotation and being eligible for re-appointment have offered themselves for re-appointment.

AUDITOR''S REPORT

The Auditors of the Company M/s Bahl & Batra Chartered Accountants, (Firm Registration No-018250N) retire at the conclusion of the ensuing 22nd Annual General Meeting and have confirmed their eligibility & willingness to accept office, if re-appointed. Your Board recommends their re-appointment as statuary auditors of the Company from the conclusion of 22nd Annual General Meeting to the conclusion of the 23rd Annual General Meeting.

DIRECTOR''S RESPONSIBILITY STATEMENT

As Required under section 217 (2AA) of the Companies Act,1956, the Directors hereby confirm that:

1. That in the preparation of annual accounts for the financial year ended 31st March 2014 the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

2. That they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/loss for the year under consideration.

3. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That they have prepared the annual accounts of the Company for the financial year ended 31st March,2014 on a going concern basis.

COST AUDIT

Pursuant Section 23B of the Companies Act,1956 ,the Central Government has prescribed cost audit for textiles / made-ups manufactured by the Company. Now as required under Section 148 of Companies Act,2013 , the Board of Directors have appointed M/s Kanhaiya Singh & Associates -,Cost Accountants ( Firm Registration Number-100944 ),appointed as cost auditors for Textiles/ made-ups manufactured by the Company for the financial Year 2014-2015 at remuneration of Rs. 25000/- ( Rupees Twenty Five Thousand only) excluding service Tax and out of pocket expenses if any. In term of said section 148 of rules issued there under, accordingly , a resolution is included in the Notice of ensuing Annual General Meeting for ratification of their remuneration by members of the Company.

SAFETY AND ENVIRONMENT

The company continues to maintain a good safety record. The manufacturing unit of the company is environment friendly and maintains all safety standards.

PARTICULARS OF EMPLOYEES

None of Employee of the Company fall under the purview of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule 1975.

PUBLIC DEPOSIT

During the year under review, the Company has not accepted nor renewed any deposits from public.

ADITIONAL INFORMATION.

A Report on Corporate Governance and Management Discussion and Analysis under clause-49 of the Listing Agreement is attached.

Energy Conservation measures, progress made in technology absorption and foreign exchange earnings and outgo as required by the Companies'' (Disclosure of particulars in the report of the Board of Directors) Rule, 1988 are annexed and form A & B part of this Report

ACKNOWLEDGEMENT

The Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by the creditors, investors, Government Authorities, Banks and the Management Team and look forward to their continued support in the future . The Directors also wish to place on record their appreciation for the all round Co-operation and contribution made by the employees at all Levels.

For & On behalf of the Board of Directors

Place: New Delhi Sunil Dutt Date :12th August, 2014 (Chairman)

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Mar 31, 2013

The Directors present their 21th Annual Report along with the audited statement of Accounts of the company for the Financial year ended on 31st March 2013.

financial highlights

The Financial results for the year ended on 31.03.2013 and 31.03.2012 are as under

(RS.IN LACS)

YEAR ENDED YEAR ENDED 31.03.2013 31.03.2012

SALES 419.48 364.30

OTHER INCOME 22.03 13.35

TOTAL EXPENDITURE 393.48 326.51

GROSS PROFIT

''NTEREST&BANKCHARGES 48 03 326.51

DEPRECIATION 2.92 3.28

PROFIT BEFORE EXTRA ORDINARY ITEMS &TAX 40 39 3 28

EXTRA ORDINARY ITEMS 4.72 1.74

PROFITBEFORETAX 1.11 NIL

PROFIT AFTER TAX 3.61 1.74

SHARE CAPITAL 9.68 5.88

REVALUATIONRESEWE CAPITAL REVALUATI0N RESERVE) 590.10 590.10

REVALUATION RESERVE NIL NIL

EARNING PER SHARES (EPS) 0.16 0.10 DIVIDED NIL NIL

OPERATIONS

The year 2012-2013 being reviewed has been one of the worst in more than a decade for the industries The industrial output numbers continued to slide quarter after and industries across the board were struggling for the growth country growth figures also showed significant decline In such an adverse year your company could have a register turnover of Rs.419.48 lacs with an increase of 15% over previous year. Your company could have a register lacs compared to Rs,5.88 lacs in the previous year.

CORPORATE GOVERNANCE

Your Company has ensured that the requirements of corporate government as laid down in clause 49 of the listing Agreement are complied with The Auditor of the company have certified that conditions of corporate governance as stipulated under clause 49 of the listing Agreement are complied by the company and their certified is annexed to the Report on Corporate Government.

DIRECTORS Mr.Anil Dutt & Mr.Sunil Dutt who retire from the Board of Directors by rotation and being eligible for re-appointment have offered themselves for reappointment.

AUDITORS & AUDITOR''S REPORT

M/s Bahi & Chartered Accountants (Firm Registration No-018250N) retire as Auditors not the company at the ensuing Annual General Meeting and are eligible for re-appointment Auditors observations are self explanatory and suitably explained in the Notes an Accounts.

DIRECTORS'' RESPONSIBILITY STATEMENT

As Required under section 217 (2AA) of the companies Act,1956 the Directors hereby confirm that:

1. That in the preparation of annual accounts for the financial year ended 31st March 2013 the applicable Accounting Standards had been followed along with proper explanation relating to material departures

2. That they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and were reasonable and prudent side 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 for the year under consideration.

3. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That they have prepared the annual accounts of company for the financial year ended 31st March,2013 on a going concern basis.

SAFETY AND ENVIRONMENT

The company continues to maintain a good safety record The manufacturing unit of the company is environment friendly and maintains all safety standards.

PARTICULARS OF EMPLOYEES

None of Employee of the company fall under the purview of section 217(2A) of the companies Act,1956 read with companies (Particulars of Employees) Rule 1975.

PUBLIC DEPOSIT

During the year under review, the Company has no, accepted nor renewed any deposits from public.

ADITIONAL INFORMATION.

A Report on corporate governance and Management Discussion and Analyst Listing Agreement is attached.

Energy conservation measures progress made in technology absorption and foreign exchange earnings and outgo as required by the companies (Disclosure of particulars in the report of the Board of Directors) Rule,1988 are annexed and from A& B part of this Report.

acknowledgement

The Directors wish to thank and deeply acknowledgement Investors. Government Authorities. Banks and the Management assistance and support extended by the creditors Investors Government Authorities Banks and the management Team and look forward to their continued support in the Employees at all Levels.

For Vogue Textiles Limited

For & on behalf of the Board of Dircetors

Place. New Delhi Managing Director

Date : 20 August,2013 Sunil Dutt

(Chairman)

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Mar 31, 2012

The Directors present their 20th Annual Report along with the audited statement of Accounts of the Company for the Financial year ended on 31st March 2012.

FINANCIAL HIGHLIGHTS

The Financial results for the year ended on 31.03.2011 and 31.03.2012 are as under: (RS. IN LACS)

YEAR ENDED YEAR ENDED 31.03.2012 31.03.2011

SALES 364.30 302.23

OTHER INCOME 13.35 12.20

TOTAL EXPENDITURE 326.51 268.60

GROSS PROFIT 51.14 45.83

INTEREST & BANK CHARGES 3.28 11.97

DEPRECIATION 46.12 32.10

PROFIT BEFORE EXTRA ORDINARY ITEMS & TAX 1.74 1.76

EXTRA ORDINARY ITEMS NIL NIL

PROFIT BEFORE TAX 1.74 1.76

PROFIT AFTER TAX 5.88 1.28

SHARE CAPITAL 590.10 590.10

RESERVES (EXCLUDING CAPITAL/REVALUATION RESERVE) NIL NIL

REVALUATION RESERVE 7.82 1.94

EARNING PER SHARES (EPS) 0.10 0.02

DIVIDEND NIL NIL

OPERATIONS

The year under review has been under the shadow of global financial turmoil hitting industrial growth in the country adversely. Textiles Industry is one of the worst sufferer in this scenario . Company could register only a modest rise of 20.53 % in sales turnover to 364.30 against 302.33 lacs of previous year. In these adverse conditions company's net profitability was Rs. 5.88 lacs against Rs. 1.28 lacs in Fy 2010-2011.

CORPORATE GOVERNANCE

Your Company has ensured that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with. The Auditor of the Company have Certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements are Complied by the Company and their Certificate is annexed to the Report on Corporate Governance.

DIRECTORS

Shri Surinder Singh Bakshi who retires from the Board of Directors by rotation and being eligible for re-appointment has offered himself for reappointment.

AUDITORS

The Auditors M/s Bahl & Batra, Chartered Accountants, retire and offer themselves for re-appointment. It is proposed that M/s Bahl & Batra, Chartered Accountants , be reappointed as Auditors of the Company. You are requested to appoint the Auditors and fix their remuneration.

The Specific note forming part of the Accounts referred to in the Auditors Report are self-explanatory and give complete information.

POSTAL BALLOT RESOLUTION

At the meeting of the Board of the Company held on29th October,2011, it was decided to sell and/or dispose of the whole textile machinery of the company including allied machinery situated at 40th KM Milles Stone, Bahalgarh, Sonepat, Haryana.

The Board of Director also decided to undertake new initiatives in to the areas of business by making an amendment /alteration in the object clause of Memorandum of Association.

To give effect to these decisions, resolutions under section 293(1) (a) and Section 17 were passed by the members of the Company by way of Postal Ballot pursuant to the provisions of Section 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by the Postal Ballot) Rules, 2011 as amended from time to time.

DIRECTORS' RESPONSIBILITY STATEMENT

As Required under section 217 (2AA) of the Companies Act,1956, the Directors hereby confirm that:

1. That in the preparation of annual accounts for the financial year ended 31st March 2012, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

2. That they have selected such accounting policies and applied them consistently and made judgments and Estimates that were 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 for the year under consideration.

3. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That they have prepared the annual accounts of the Company for the financial year ended 31st March, 2012 on a going concern basis.

AUDITORS' REPORT

The Auditor's report to Shareholders does not contain any audit qualification.

SAFETY AND ENVIRONMENT

The company continues to maintain a good safety record. The manufacturing unit of the company is environment friendly and maintains all safety standards.

PARTICULARS OF EMPLOYEES

None of Employee of the Company fall under the purview of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule 1975.

PUBLIC DEPOSIT

During the year under review, the Company has not accepted nor renewed any deposits from public.

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

Information giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 is annexed hereto as Form A and B.

ACKNOWLEDGEMENT

The Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by the creditors, Investors, Government Authorities, Banks and the Management Team and look forward to their continued support in the future The Directors also wish to place on record their appreciation for the all round Co-operation and contribution made by the Employees at all Levels.

For & On behalf of the Board of Directors

Sunil Dutt (Chairman)

Place : New Delhi Date : 17th August, 2012

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Mar 31, 2011

Dear Members,

The Directors present their 19th Annual Report along with the audited statement of Accounts of the Company for the Financial year ended on 31 st March 2011.

FINANCIAL HIGHLIGHTS

The Financial results for the year ended on 31.03.2010 and 31.03.2011 are as under: (RS. IN LACS)

YEAR ENDED YEAR ENDED 31.03.2011 31.03.2010

SALES 302.23 260.25

OTHER INCOME 12.20 6.87

TOTAL EXPENDITURE 268.60 226.61

GROSS PROFIT 45.83 40.51

INTERESTS BANK CHARGES 11.97 18.83

DEPRECIATION 32.10 19.73

PROFIT BEFORE EXTRA ORDINARY ITEMS & TAX 1.76 1.95

EXTRA ORDINARY ITEMS NIL NIL

PROFIT BEFORE TAX 1.76 1.95

PROFIT AFTER TAX 1.28 (9.45)

SHARE CAPITAL 590.10 590.10

RESERVES (EXCLUDING CAPITAL/ REVALUATION RESERVE) NIL NIL

REVALUATION RESERVE 1.94 0.66

EARNING PER SHARES (EPS) 0.02 (0.16)

DIVIDEND NIL NIL

OPERATION

The year under review was exceptional and showed some signs of recovery after global recession but this turned out to be fragile in case of textiles exports sector in particular. However despite continued adverse market conditions company registered slight progress in Sales turnover to 302.23 Lacs against 260.25 lacs of previous year. And hope to do better next year.

CORPORATE GOVERNANCE

Your Company has ensured that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with. The Auditor of the Company have Certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements are complied by the Company and their Certificate is annexed to the Report on Corporate Governance.

DIRECTORS

Shri Yogindrer Kumar Singla who retires from the Board of Directors by rotation and being eligible for re-appointment has offered himself for re-appointment.

AUDITORS

The Auditors M/s Bahl & Batra, Chartered Accountants, retire and offer themselves for re-appointment. It is proposed that M/s Bahl & Batra, Chartered Accountants , be reappointed as Auditors of the Company. You are requested to appoint the Auditors and fix their remuneration. the Specific note forming part of the Accounts referred to in the Auditors Report are self-explanatory and give complete information.

DIRECTORS' RESPONSIBILITY STATEMENT

As Required under section 217 (2AA) of the Companies Act,1956, the Directors hereby confirm that:

1. That in the preparation of annual accounts for the financial year ended 31st March2011, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

2. That they have selected such accounting policies and applied them consistently and made judgments and Estimates that were 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 for the year under consideration.

3. That they have taken proper and sufficient care 'for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That they have prepared the annual accounts of the Company for the financial year ended 31st March, 2011 on agoing concern basis.

AUDITORS' REPORT

The Auditor's report to Shareholders does not contain any audit qualification.

SAFETY AND ENVIRONMENT

The company continues to maintain a good safety record. The manufacturing unit of the company is environment friendly and maintains all safety standards.

PARTICULARS OF EMPLOYEES

None of Employee of the Company fall under the purview of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule 1975.

PUBLIC DEPOSIT

During the year under review the Company has not accepted nor renewed any deposits from public.

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

Information giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 is annexed hereto as Form A and B.

ACKNOWLEDGEMENT

The Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by the creditors, investors, government authorities, banks and the management team and look forward to their continued support in the future The Directors also wish to place on record their appreciation for the all round co-operation and contributions made by the Employees at all Levels.

For & On behalf of the Board of Directors

SUNIL DUTT (Chairman)

Place : New Delhi. Date : 17th August, 2011

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Mar 31, 2010

The Directors present the 18th Annual Report along with the audited statement of Accounts of the Company for the Financial year ended on 31 st March 2010.

FINANCIAL HIGHLIGHTS

The working results for the years ended on 31.03.2009 and 31.03.2010 are as under: (RS.IN LACS)

YEAR ENDED YEAR ENDED 31.03.2010 31.03.2009

SALES 260.25 471.15

OTHER INCOME 6.87 25.66

TOTAL EXPENDITURE 226.61 545.32

GROSS PROFIT 40.51 (48.52)

INTERESTS BANK CHARGES 18.83 74.62

DEPRECIATION 19.73 56.56

PROFIT BEFORE EXTRA ORDINARY ITEMS & TAX 1.95 (179.70)

EXTRA ORDINARY ITEMS NIL NIL

PROFIT BEFORE TAX 1.95 (179.70)

PROFIT AFTER TAX (9.45) (181.17)

SHARE CAPITAL 590.10 590.10

RESERVES (EXCLUDING CAPITAL/REVALUATION RESERVE) NIL NIL

REVALUATION RESERVE 0.66 10.11

EARNING PER SHARES (EPS) (0.16) (3.07)

DIVIDEND NIL NIL

OPERATION

The repercussions of global recession continued to cast their dark shadow on industry in general and Textiles Industry in particular. Though some up- trend is seen in certain industries, the scenario remained extremely weak for Textiles Sector worldwide and the same is acknowledged by the Government also. It has resulted in continued drop in sales. During the year under consideration your company tried to control expenses very tightly.

CORPORATE GOVERNANCE

Your Company has ensured that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with. The Auditors of the Company have Certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements are complied by the Company and their Certificate is annexed to the Report on Corporate Governance.

DIRECTORS

Shri Anil Giri who retires from the Board of Directors by rotation and being eligible for re-appointment has offered himself for re-appointment.

AUDITORS

The Auditors M/s Bahl & Batra, Chartered Accountants, retire and offer themselves for re-appointment. It is proposed that M/s Bahl & Batra, Chartered Accountants, be re-appointed as Auditors of the Company. You are requested to appoint the Auditors and fix their remuneration.

The Specific note forming part of the Accounts referred to in the Auditors Report are self-explanatory and give complete information.

DIRECTORSRESPONSIBILITY STATEMENT

As Required under section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

1. In Preparation of Annual Accounts, the applicable accounting standards have been followed. There are no material departures from the applicable accounting standards.

2. We have selected accounting Policies and applied them consistently and made Judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for the year.

3. Proper and sufficient care have been taken for the maintenance of adequate accounting Records in accordance with the provisions of the Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The attached statements of account for the period ended on 31 * Mrach,2010 have been prepared on a going concern basis.

AUDITORS REPORT

The Auditors report to Shareholders does not contain any audit qualification.

SAFETY AND ENVIRONMENT

The company continues to maintain a good safety record. The manufacturing unit of the company is environment friendly and maintains all safety standards.

PARTICULARS OF EMPLOYEES

None of Employee of the Company fall under the purview of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule 1975.

PUBLIC DEPOSIT

During the year under review the Company has not accepted nor renewed any deposits from public.

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

Information giving details of conservation of energy, technology absorption .and foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 is annexed hereto as Form A and B.

ACKNOWLEDGEMENT

The Director wish to thank and,deeply acknowledge the Co-operation, Assistance and support extended by the creditors, Investors, Government Authorities, Banks and the Management Team and look forward to their continued support in the future The Director also wish to place on record their appreciation for the all round Co-operation and contribution made by the Employees at all Levels.

For & On behalf of the Board of Directors

Place : New Delhi SUNILDUTT

Date : 14th August, 2010 (Chairman)