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നിഫ്റ്റി 24,005.80 -1.82%

സ്വർണ്ണം ₹ 14,820 /gm

സെൻസെക്സ് 77,566.16 -1.71%

നിഫ്റ്റി 24,005.80 -1.82%

സ്വർണ്ണം ₹ 14,820 /gm

Directors Report of CLC Industries Ltd.

Mar 31, 2025

We are delighted to present the 33^rd Boardâs Report and the Audited Financial Statements of
the Company for the financial year ended 31^st March 2025.

In this report, we highlight the key achievements, challenges, and progress made by our
Company during the reporting financial year. We delve into the core aspects of our business,
including our financial performance, operational activities, governance practices, and our
contributions to the environment, society, and stakeholders.

1. FINANCIAL RESULTS AND STATE OF AFFAIRS:

Your Directors are pleased to inform, that the Company had started its business operations w.e.f.
13^th October, 2024.

Summary of the financial performance of the Company for the financial year ended 31^st March,
2025 (compared to the previous year ended on 31^st March, 2024) as follows:

Particulars	2024-25	2023-24
Revenue from operation	6162.30	-
Other Income	1045.55	789.34
Profit /(Loss) before finance cost, depreciation and amortization	-3945.09	-1,944.94
Finance cost	329.20	370.72
Profit/(Loss) before depreciation and amortization	-4274.29	-2,315.66
Depreciation and amortization	350.53	1,001.72
Profit/(Loss) before tax	-4624.82	-3,317.39
Tax Expenses	0	110.69
Net Profit/(Loss) for the period	-4624.82	-3,428.08
EPS (Basic & Diluted) ?	-44.49	-4.97

The financial statements have been prepared in accordance with the Indian Accounting Standard
(Ind AS). Adhering to Ind AS ensures compliance, transparency, and reliability in financial
reporting, accurately presenting the Companyâs financial position, performance, and cash flows.

2. CAPITAL STRUCTURE:

The Capital Structure of the Company as on 31^st March, 2025 is as follows: -

The Authorized Share Capital of the Company is ?1,21,00,00,000 (Rupees One Hundred Twenty-
One Crore) divided into 1,14,00,00,000 (Rupees One Hundred Fourteen Crores) Equity Shares
of ?10/- each and ?7,00,00,000 (Rupees Seven Crores) Redeemable preference shares of ?10/-
each.

The Issued, subscribed and Paid-up Equity Share Capital of the Company is ?10,39,46,800
(Rupees Ten Crore Thirty-Nine Lakhs Forty-Six Thousand Eight Hundred) divided into
1,03,94,680 (One Crore Thirty Lakhs Ninety-Four Thousand Six Hundred Eighty) Equity Shares
of ?10/- each.

During the year under review, the Company has not issued any shares. The Company has not
issued any shares with differential voting rights or sweat equity or granted stock options.

3. DIVIDEND:

The Board of Directors does not recommend dividend for the Financial Year ended on 31^st March,
2025 in view of losses suffered by the Company for the year under review.

4. TRANSFER TO RESERVES:

During the year under review the company has not transferred any amount to the reserves.

5. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY:

The Company does not have any subsidiary, associate or joint venture during the financial year
2024-25 as well as at the beginning or closing of the financial year. Therefore, the financial
statement is prepared on standalone basis and not required to prepare on consolidated basis and
the requirement for disclosure in the Form AOC-1 is not applicable.

6. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Act, the Board of Directors confirm that:

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

(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 and Loss 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 this 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;

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

7. BOARD OF DIRECTORS, THEIR MEETINGS & KMP(s): -
Change in Directors and Key Managerial Personnel:

During the year, the Members approved the following appointment and re-appointment of
Directors:

Mr. Amit Ramanlal Bhandari was appointed through circulation resolution passed by majority of
Directors on 13^th June, 2024 as an Additional Independent Director and subsequently approved
by the shareholders of the Company at the Annual General Meeting of the Company held on 11^thSeptember, 2024 for a term of 5 years effective from 13^th June, 2024.

Mr. Rajendra Singh Rajpal was appointed through circulation resolution passed by majority of
Directors on 13^th June, 2024 as an Additional Director and subsequently he has resigned from the
Board with effect from 19^th July, 2024 due to his personal reasons.

Mr. Shrutisheel Jhanwar was appointed as an Additional Director of the Company on the basis
of recommendation made by Nomination and Remuneration Committee to the Board of Director
with effect from 19^th July, 2024 and subsequently his appointment as Whole Time Director and
CFO was approved by the Shareholders of the Company at the Annual General Meeting of the
Company held on 11^th September, 2024; for a term of 5 years effective from 19^th July, 2024.

Key Managerial Personnel:

Mrs. Koyal Gehani was appointed as Company Secretary and Compliance officer of the Company
with effect from 18^th April, 2024 on the basis of recommendation made by Nomination and
Remuneration Committee of the Board of Director.

Board Independence:

Our definition of âIndependenceâ of Directors is derived from Regulation 16(1)(b) of SEBI
(LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. The Company is
having following independent directors:

(i) Mr. Gautam Nandawat (DIN:02601413)

(ii) Mrs. Satinder Kaaur (DIN:10283851)

(iii) Mr. Amit Ramanlal Bhandari (DIN:10666532)

As per provisions of the Companies Act, 2013, Independent Directors were appointed for a term
of 5 (five) consecutive years and shall not be liable to retire by rotation. No alternate Director has
been appointed during the period under review.

Declaration by the Independent Directors:

All the Independent Directors have given their declaration of Independence stating that they meet
the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013.

Further that the Board is of the opinion that all the independent directors fulfil the criteria as laid
down under the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations,
2015 during the year 2024-25.

Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013, a separate
meeting of the Independent Directors of the Company was held on 27^th March, 2025 to review
the performance of Non-Independent Directors (including the Chairman) and the entire Board.
The Independent Directors also reviewed the quality, content and timeliness of the flow of
information between the Management and the Board and its Committees which is necessary to
effectively and reasonably perform and discharge their duties.

Annual evaluation by the board:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration
Committee has laid down the criteria for evaluation of the performance of individual Directors
and the Board as a whole.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out
by the Independent Director. The performance of the Independent Directors was carried out by
the entire Board (excluding the Director being evaluated). The Directors expressed their
satisfaction with the evaluation process.

Familiarization Program for the Independent Directors:

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has put in place a familiarization programme for the Independent
Directors to familiarize them with their role, rights and responsibility as Directors, the working of
the Company, nature of the industry in which the Company operates, business model etc. The
details of the familiarization programme are explained in the Corporate Governance Report and
policy was disclosed on the Companyâs website at http://www.clcindia.com/disclosure.php

Directors liable to retire by rotation:

In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of
Association of the Company, Mr. Bhupendra Singh Rajpal (DIN: 00311202), Chairman and
Whole-Time Director of the Company is liable to retire by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment.

8. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND
OTHER DETAILS:

The Policy of the Company on Directorsâ appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a Director and other matters
provided under section 178(3), uploaded on companyâs website
http://www.clcindia.com/policy.php.

9. NUMBER OF MEETINGS OF THE BOARD:

The Board met 6 (Five) times in the Financial Year 2024-25 for details of meetings of the Board,
please refer to the Corporate Governance Report, which is a part of this report.

10. MEETINGS OF THE MEMBERS:

During the year under review the Annual General Meeting of the Company was held on 11^thSeptember, 2024, Postal ballot was conducted and approved on 20^th December, 2024 and Extra
Ordinary General meeting held on 28^th January,2025 during the year.

11. COMMITTEES OF BOARD:

In view of the changes in the composition of the Board and to strengthen corporate governance
practices and executing smooth business operations of the Company, the Board of Directors has
constituted/ reconstituted the following Committees:

Audit Committee:

The details pertaining to the composition, meeting, attendance and others of the Audit Committee
are included in the Corporate Governance Report, which is a part of this report.

Nomination and Remuneration Committee:

The details pertaining to the composition, meeting, attendance and others of the Nomination and
Remuneration Committee are included in the Corporate Governance Report, which is a part of this
report.

Stakeholdersâ Relationship Committee:

The details pertaining to the composition, meeting, attendance and others of the Stakeholdersâ
Relationship Committee are included in the Corporate Governance Report, which is a part of this
report.

12. AUDITORS AND THEIR REPORTS:

Statutory Auditor:

In terms of provisions of Companies Act 2013 read with Companies (Audit & Auditors) Rules
2014 M/s. Ashok R. Majethia & Co., Chartered Accountants (Firm Registration No. 127769W),
have been appointed as Statutory Auditors for the first term of 5 consecutive years by the
shareholders with effect from the conclusion of 31^st Annual General Meeting till the conclusion
of 36^th Annual General Meeting.

As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has
confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India.

There are no cases of fraud detected and reported by the Auditor under Section 143(12) during
the Financial Year. The auditors have not reported any fraud during the year and hence
information under Section 134(3) (ca) may be treated as NIL.

During the Financial Year under review, there is qualification made by the Statutory Auditor on
the Standalone Financial Statements of the Company.

BOARDâS EXPLANATION OR COMMENTS ON QUALIFICATIONS MADE BY THE AUDITOR
IN HIS REPORT ARE AS UNDER:

a. The company has not provided/paid interest on delayed payment to parties covered under
the provisions of Micro, Small and Medium Enterprises Development Act, 2006. Amount
presently not ascertainable. - None of the MSME parties has demanded interest, it shall be
duly paid as and when demanded by the parties.

Cost Auditor:

As per the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Audit
and Auditors) Rules, 2014 framed thereunder, the maintenance of Cost records and appointment
of Cost Auditor is not applicable to the Company during the year under review.

Secretarial Auditor:

Section 204 of the Companies Act, 2013 read with Regulation 24A of SEBI (Listing Obligations
and Disclosure Requirements) Regulation 2015 inter-alia requires every listed Company to
undertake Secretarial Audit and shall annex with its Boardâs Report a Secretarial Audit Report
given by a Company Secretary in practice, in the prescribed form.

In line with the requirement of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation
24A of the Listing Regulations and other applicable provisions, if any, the Board of Directors of
the Company in its meeting held on May 30, 2024 had appointed M/s Ajit Kumar & Associates,
Company Secretaries, New Delhi, to conduct Secretarial Audit of the Company for the financial
year 2024-25. The Secretarial Audit Report as issued by Secretarial Auditor forms part of the
Annual Report as âAnnexure Aâ to the Boardâs report.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As the average net profit of the Company during previous three Financial Years is negative, the
Company is not required to spend any amount for the CSR purpose during the year under review.
The policy on CSR as approved by the Board of Directors is also hosted on the website of the
Company and can be accessed from web link: http://www.clcindia.com/disclosure.php#

14. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM:

Your Company has in place an adequate internal financial control system, commensurate with
the size and complexity of its operations. Necessary checks and controls are in place to ensure
that all assets are safeguarded, to detect and prevent errors and frauds and that the transactions
are properly verified, adequately authorised, correctly recorded and properly reported. The
Statutory Auditors/ Internal Auditors of the Company conduct Audit of various departments to
ensure that internal controls are in place and submit Reports to the Audit Committee. The Audit
Committee regularly reviews these Reports and the Company when needed takes corrective
actions. The Statutory Auditors also audit the effectiveness of the Companyâs internal financial
control system. No major inefficiencies were reported. A report on the Internal Financial Controls
under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 as given by the
Statutory Auditors of the Company forms part of Independent Auditorâs Report on Standalone
Financial Statements.

15. RISK MANAGEMENT:

In line with the regulatory requirements, the Company has framed a Risk Management Policy to identify
and assess the key business risk areas and to put in place a mechanism for mitigation of risk. A detailed
exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all business risks.
The Risk Management Committee as well as the Board periodically reviews the risks and suggests steps to
be taken to control and mitigate the same through a properly defined framework.

16. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company is committed to highest standards of ethical, moral and legal business conduct.
Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in
compliance with the provisions of Section 177 (9) of the Companies Act, 2013 and the regulation
22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, The
Company has adopted a Whistle-Blower Policy for Directors and employees to report genuine
concerns and to provide for adequate safeguards against victimization of persons who may use
such mechanism.

The details of the Vigil Mechanism Policy have posted on the website of the Company at
following link: http://www.clcindia.com/disclosure.php. During the year, no personnel was denied
access to the Chairman of the Audit Committee.

17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments as per Section 186 of the Act by the
Company, have been disclosed in the financial statements.

18. TRANSACTIONS WITH RELATED PARTIES:

All related party transactions that were entered during the financial year, were on the armâs length
basis and were in the ordinary course of business and as per the provisions of section 188 of the
Companies Act, 2013. Therefore, the disclosure requirement under Section 134(3)(h) of the
Companies Act, 2013, in Form AOC-2 does not apply. All Related Party Transactions were placed
before the Audit Committee, Board and Shareholders for approval. A policy on the related party
Transitions was framed & approved by the Board and posted on the Companyâs website at below
link: http://www.clcindia.com/policy.php.

However, you may refer to Related Party transactions, as per the Accounting Standards, in the
Note No-45 forming part of financial statements.

19. WEB ADDRESS FOR ANNUAL RETURN AND OTHER POLICIES / DOCUMENTS:

The Company has a fully functional website viz www.clcindia.com. All the Policies/documents
are available on the website of the Company as per the statutory requirements. In terms of Section
92(3) read with Section 134(3)(a) of the Act and rules thereto, the Annual Return of the Company
in Form MGT - 7 for the financial year ended on March 31, 2025 will be made available on the
Website of the Company after Conclusion of the AGM in below link:
http://www.clcindia.com/disclosure.php.

20. PARTICULARS OF EMPLOYEES:

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014:

a) The ratio of the remuneration of each director to the median remuneration of the employees
of the Company and percentage increase in remuneration of each Director, Chief Financial
Officer and Company Secretary in the financial year:

Name	Remuneration (? in Lakhs)	Ratio to median remuneration	% increase in remuneration in the financial year
*Non- Executive Directors:
Mr Gautam Nandawat	-	-	-
Mr. Amit Ramanlal Bhandari	-	-	-
Mr. Satinder Kaaur	-	-	-
Executive Directors:
#Mr. Bhupendra Singh Rajpal	-	-	-
#Mr. Sanchit Singh Rajpal	-	-	-
Mr. Shrutisheel Jhanwar	-	-	-
Chief Financial Officer:
Mr. Shrutisheel Jhanwar	37.08	6.38	-
Company Secretary:
Mrs. Koyal Gehani	8.97	1.62	-

*Remuneration in the form of Sitting Fees to attend meetings as an Independent Director,
hence unstated.

# Chairman and Managing Director has given waiver remuneration letter to the Board. Hence,
no remuneration was being paid to them.

b) The percentage increase in the median remuneration of employees in the financial year is Nil.

c) The number of permanent employees on the rolls of Company are 24.

d) Average percentile increases already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile increase
in the managerial remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:

Average % increase in the salary of employees other than Managerial Personnel: - Nil
Average % increase/(Decrease) in the Salary of the Managerial Personnel: - Nil
Increase in the managerial remuneration for the year was Nil.

e) The Company affirms that the remuneration is as per the remuneration policy of the Company.

21. DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of
principal or interest on deposits from public was outstanding as on the date of the balance sheet.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNING AND OUTGO:

In pursuant of section 134(3)(m) of the Companies Act, 2013 read together with Rule 8 of the
Companies (Disclosure of particulars in the report of Board of Directors) Rules, 2014, the relevant
information is provided herein below:

PARTICULARS	Current Year (2024-25)	Previous Year(2023-24)
1. CONSERVATION OF ENERGY: The steps taken or impact on conservation of energy:	Electrical Energy: - Reducing the maximum demand by evenly distributing the loads throughout the day and increasing efficiency of plant and equipment. Improving power factor by optimum choice of power factor improvement capacitors. Monitoring the overall energy consumption by reducing losses and improvement of efficiency of all Class A utilities. Fuel Oil Consumption: - The Company is carrying out at all its plants regular maintenance of steam lines/steam traps and user equipment to ensure high efficiency levels throughout the year. The new improvements are reviewed regularly and implemented wherever found suitable.
A: POWER & FUEL CONSUMPTION
1. Electricity
a. Units Consumed (in Lacs)	50.37	_-
Total Amount (?in Lacs)	579.20	-
Avg. Rate/Unit (Amount in?)	11.50	-
b. Generation
(I) Through Diesel generator
Unit (?In Lacs)â	-	_-
Unit Per ltr. of diesel oilâ	-	-
Cost / Unit (?)	-	-
(II) Through HFO Generator
Unit (?In Lacs)â	_-	_-
Unit Per ltr. of diesel oil,	_-	_-
Cost / Unit (?).	-	-
B. Consumption per unit of production
Electricity Unit per Kg.	4.06	-
TECHNOLOGY ABSORPTION
Efforts made in technology absorption	a) The Company has an in-house Research and Development Department (R & D) which carries out activities such as product and quality improvement, development of new designs, new products, cost control and energy conservation. b) The Company has been developing inhouse modifications/improvements in process technology in its various manufacturing sections which, when found suitable, are integrated into the regular manufacturing operation.

	The benefits derived as a result of the above: - a) Quality improvement b) Energy Conservation c) The R & D activities have resulted into development of new designs and products.
Expenditure incurred on R & D (? in Lacs)	-	-
2. FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of foreign exchange earnings and outgo during the year are as under:
Earnings (? in Lacs)	-	-
Outgo: (? in Lacs)	_-	_-
Capital Goods	-	-
Recurring	-	-

23. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no material change in the nature of business of the
Company.

24. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND
END OF FINANCIAL YEAR:

There have been no material changes and commitments, if any, 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 the report except change in registered office from
one state to another state.

25. PREVENTION OF INSIDER TRADING:

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted
a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities
by the Directors and designated employees of the Company. The details of the Insider Trading
Policy have posted on the website of the Company at following link:
http://www.clcindia.com/policy.php.

The Code requires Trading Plan, pre-clearance for dealing in the Companyâs shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation to the Company and during the
period when the Trading Window is closed. However, there were no such instances in the
Company during the year 2024-25.

26. CERTIFICATE ON CORPORATE GOVERANANCE:

Your Directors are pleased to report that your Company has duly complied with the SEBI
Guidelines on Corporate Governance for the year 2024-25 relating to the Listing Regulations. A
Certificate from M/s. Ajit Kumar & Associates, Company Secretaries, New Delhi, (Membership
No.: FCS 9320 & COP No.: 10990) confirming compliance with conditions as stipulated under
Listing Regulations is annexed to the Corporate Governance Report of the Company. The
Corporate Governance report for the financial 2024-25 attached as âAnnexure-Bâ.

27. INVESTORS EDUCATION AND PROTECTION FUND:

During the financial year 2024-2025 ended 31^st March 2025 under review, there were no amount/s
which is required to be transferred to the Investor Education and Protection Fund by the Company.
As such, no specific details are required to be given or provided.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANYâS OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orders passed by
the regulators or courts or tribunals impacting the going concern status and companyâs operations
in future.

29. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

The Corporate Governance Report and Management Discussion & Analysis, which form part of
this Report, together with the Certificate from the Practicing Company Secretary of the Company
regarding compliance of conditions of Corporate Governance as stipulated in Schedule V of
Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and the declaration by the Chairman regarding affirmations for compliance with the
Companyâs Code of Conduct are annexed to this report as âAnnexure Câ.

30. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the provisions of Secretarial
Standard-1 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India.

31. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

As per Section 134(3) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014, a
âStatement that the Company has complied with the provisions related to Constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH)â has to be included in the Boardâs Report.

In accordance with the above-mentioned provisions of POSH, the Company is in compliance
with and has adopted the âPolicy on Prevention of Sexual Harassment of Women at Workplaceâ
and matters connected therewith or incidental thereto covering all the related aspects. The
constitution of ICC is as per the provisions of POSH and includes external Members from NGO
or those individuals having relevant experience.

The Committee meets as and when required and provides a platform for female employees for
registration of concerns and complaints, if any. During the year under review i.e. FY 2024-25,
four meetings and awareness sessions were held in the manufacturing unit to discuss on
strengthening the safety of employees at workplace.

In addition, the awareness about the Policy and the provisions of Prevention of Sexual Harassment
Act was also carried out in the said meetings. We are pleased to inform you that no complaints
related to sexual harassment were reported during the year under the POSH Act.

32. LISTING:

Your Companyâs shares were listed on BSE Limited (BSE) and National Stock Exchange of India
Limited (NSE); however, trading was suspended due to procedural reasons.

33. GENERAL:

The Board of Directors state that no disclosure or reporting is required in respect of the following
matters as there were no transactions or applicability pertaining to these matters during the year
under review:

a. Payment of remuneration or commission from any of its subsidiary company to the Managing
Director/ Whole Time Director of the Company, as there is no subsidiary company of the
Company.

b. Voting rights which are not directly exercised by the employees in respect of shares for the
subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant
to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the
Companies Act, 2013).

c. Details of any application filed for corporate insolvency under Corporate Insolvency Resolution
Process under the Insolvency and Bankruptcy Code, 2016.

d. One time settlement of loan obtained from the banks or financial institutions.

e. There was no revision of financial statements and Boardâs Report of the Company during the
year under review.

ACKNOWLEDGEMENTS

The Directors thank the Companyâs employees, bankers, customers, vendors, investors and
academic partners for their continuous support. The Directors also thank the Government
authorities, concerned Government departments and other Stakeholders for their co-operation.

The Directors appreciate and value the contribution made by every member of the CLC family.

On behalf of the Board of Directors

Sd/-

Bhupendra Singh Rajpal

Chairman
DIN: 00311202

Place: Chhatrapati Sambhajinagar
Date: 30^th July, 2025

Mar 31, 2024

Your Directors are pleased to present the 32^nd Annual Report together with the Audited
Standalone Financial Statements of the Company for the Financial Year ended 31^st March 2024.

Members may kindly note that till 12^th May 2023, your Company was under Corporate
Insolvency Resolution Process (âCIRPâ) and the affairs of the Company were vested with the
ERP. On 12^th May 2023, the Honâble National Company Law Tribunal, New Delhi Bench
(âNCLTâ), approved the Resolution Plan submitted by the consortium of Manjeet Cotton
Private Limited and Vitthal Corporation Limited prepared in accordance with the provisions of
the Insolvency and Bankruptcy Code, 2016.

Thereafter, the Implementation & Monitoring Committee (IMC) was formed for
implementation of the aforesaid Resolution Plan and pending for dissolution and the new Board
was constituted on 31^st August 2023 and subsequently formed various committee in the Board
meeting held on 9^th October 2023 as per applicable law.

SUCCESSFUL IMPLEMENTATION OF RESOLUTION PLAN:

Upon successful implementation of the Resolution Plan, the following activities have been
made in the Company:

a. Reconstitution of the Board of Directors of the Company and its Committees;

b. Slump-sale of Companyâs units located at Butibori, Pithampur and Solapur;

c. Reduction and extinguishment of Share Capital of the Company, detailed in Note No: 14
to standalone financial statements;

d. Allotment of securities;

EFFECTS OF IMPLEMENTATION OF RESOLUTION PLAN:

Your Company has become a subsidiary of Manjeet Cotton Private Limited, CIN-
U00171MH2005PTC246580, Chhatrapati Sambhajinagar-431003, Maharashtra with effect from
27^th December, 2023.

FUTURE OUTLOOK:

With the implementation of the Resolution Plan, your Company is hopeful and confident of
accomplishing improved sales and EBIDTA over period of time.

As of now, your company is under revamping situation after CIRP period. Although, your
Directors/Management are committed to start commercial production very soon.

1. STANDALONE FINANCIAL RESULTS:

Highlights of Financial Results for the year are as under'' in lakhs except EPS)

Particulars	2023-24	2022-23
Revenue from operation	-	-
Other Income	789.34	0.63
Profit /(Loss) before finance cost, depreciation and amortization	-1,944.94	-193.69
Finance cost	370.72	-
Profit/(Loss) before depreciation and amortization	-2,315.66	-193.69
Depreciation and amortization	1,001.72	900.73
Profit/(Loss) before tax	-3,317.39	-1,094.42
Tax Expenses	110.69	-
Net Profit/(Loss) for the period	-3,428.08	-1,094.42
EPS (Basic & Diluted) ?	-4.97	-1.22

2. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no material change in the nature of business of the
Company.

3. STATE OF COMPANYâS AFFAIRS:

There were no business operations during the year under review as the Company is in the process
of regularizing various statutory compliances including revamping the business operation of the
Company. In view of this the turnover of the Company for the Financial Year 2023-24 was Nil.
The Net Loss after tax stood at ? 3428.08 Lakhs as against ? 1,094.42 lakhs over last year.

4. DIVIDEND:

The Board of Directors does not recommend dividend for the Financial Year ended on 31^st March,
2024 in view of losses suffered by the Company for the year under review.

5. TRANSFER TO RESERVES:

During the year under review, no amount was proposed to be transferred to Reserves due to
losses.

6. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company have
occurred between the end of the Financial Year of the Company to which the financial statements
relate and the date of the report.

7. SHARE CAPITAL:

As a part of the implementation of the Resolution Plan approved by the Honâble NCLT under
Section 30(6) of the Insolvency and Bankruptcy Code, 2016, vide its order dated 12^th May 2023,
the following changes have taken place in the share capital of your Company during the year
under review:

Paid-up Share Capital

The Approved Resolution Plan provides for reduction of existing paid-up capital of the Corporate
Debtor in the below mentioned manner:

â¢ to extinguish the 100% shares of the erstwhile Promoter/Promoter group shareholders

â¢ to reduce the paid-up share capital to the extent of 99% which was held by the public
shareholders.

To give effect to the said capital reduction, Company has taken 2 steps as mentioned under:

â¢ Firstly, Company has issued 98,74,932 equity shares of ? 10/- each to the new promoter
i.e. Manjeet Cotton Private Limited along with its nominee on 27^th December 2023.

â¢ Secondly, alloted 5,19,748 new equity shares of ? 10/- each to the Public Shareholder as
on the Record Date i.e. 12^th January 2024.

Pursuant to the aforesaid action, the issued, subscribed and paid-up equity share capital of the
Company shall stand as 1,03,94,680 equity shares of 10/-each fully paid-up which aggregate to
paid-up capital of ? 10,39,46,800/- as 31^st March 2024.

8. EMPLOYEE STOCK OPTION SCHEME (ESOS):

During the year under review, the Company has not bought back any of its securities/ not issued
any sweat equity shares / not provided any Stock Option Scheme to its employees / not issued any
equity shares with differential rights.

9. DEPOSITS:

During the year under review, your Company has not accepted/ renewed any public deposits
within the meaning of Sections 73 to 76A of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.

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

During the year under review, your company has not given any loans, guarantees or investments
under Section 186 of the Act. Members may send their request through email to the Company for
the inspection of Register maintained under Section 186 of the Act.

11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED ON CORPORATE
SOCIAL RESPONSIBILITY:

As the average net profit of the Company during previous three Financial Years is negative, the
Company is not required to spend any amount for the CSR purpose during the year under review.

The policy on CSR as approved by the Board of Directors is also hosted on the website of the
Company and can be accessed from web link: http://www.clcindia.com/disclosure.php#

12. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place adequate internal financial controls with reference to financial
statements. A report on the Internal Financial Controls under clause (i) of sub-section 3 of section
143 of the Companies Act, 2013 as given by the Statutory Auditors of the Company forms part
of Independent Auditorâs Report on Standalone Financial Statements as Annexure A.

13. RISK MANAGEMENT:

The newly appointed Board of Directors at their meeting held on 9^th October, 2023 has adopted
the Risk Management Policy for the Company. The Audit Committee shall review the status of
key risks and steps to be taken by the Company to mitigate such risks at regular intervals.

14. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company has adopted a Vigil Mechanism/Whistle Blower Policy in terms of the provisions
of Companies Act, 2013 and the Listing Regulations, to provide a formal mechanism to the all
directors, employees, business associates and other stakeholders which are a part of the business,
ecosystem of the Company to report their genuine concerns and grievances about unethical
behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct or Ethics.

The policy provides adequate safeguards against victimization of the all directors, employees,
business associates and other stakeholders who avail such mechanism and also provides for direct
access to the Vigilance Officer and the Chairman of Audit Committee. The Audit Committee of
the Board is entrusted with the responsibility to oversee the vigil mechanism.

During the year, no personnel was denied access to the Chairman of the Audit Committee. The
Vigil Mechanism/Whistle Blower Policy is available on the website of the Company at
http: //www.clcindia. com/disclosure .php

15. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY:

The subsidiary, namely Amit Spinning Industries Limited (ASIL) has under gone CIRP, pursuant
to which NCLT, Ahmedabad Bench approved the Resolution plan vide its order dated 31^st July
2018. In view of this, entire share capital held in ASIL has become Nil.

Further, subsidiary, namely Spentex Netherlands B.V. has been transferred to erstwhile
promoters of the Company in accordance with the relevant terms of the Resolution Plan approved
by the Honâble National Company Law Tribunal vide its order dated 12^th May, 2023.

In view of above, the Company does not have any subsidiaries / joint venture / associate Company
as on 31^st March 2024 and the disclosure in Form AOC-1 shall not be applicable to the Company
for the Financial Year 2023-24.

16. IMPLEMENTATION & MONITORING COMMITTEE (IMC):

On 12^th May 2023 formed the IMC for implementing approved Resolution plan and Mr. Subhash
Kumar Kundra, Erstwhile Resolution Professional is the Chairman of the Implementation and
Monitoring Committee formed for implementing the approved Resolution plan.

17. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Liable to retire by Rotation:

In accordance with the provisions of the Articles of Association of the Company, Mr. Sanchit
Singh Rajpal, Managing Director of the Company, retires by rotation at the conclusion of the
forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The
Board recommended his re-appointment for the consideration of the Members of the Company
at the ensuing Annual General Meeting.

Appointment of Directors:

During the year under review, IMC appointed Mr. Bhupendra Singh Rajpal as an Additional
Director of the Company w.e.f. 12^th July 2023 and thereafter Board had been re-constituted on
31^st August 2023 and appointed Mr. Sanchit Singh Rajpal as an Additional Director, Mr. Gautam
Nandawat as an Additional Independent Director and Mrs. Satinder Kaaur, as an Additional
Independent Woman Director.

The newly constituted Board of Directors as referred above at their first meeting held on 9^thOctober 2023 have appointed Mr. Bhupendra Singh Rajpal as Chairman of the Company for the
period of 5 years and Mr. Sanchit Singh Rajpal appointed as Managing Director of the Company
for the period of 5 years, subject to approval of the members of the Company at the ensuing
Annual General Meeting. Subsequently, they had been regularized in the Annual General
Meeting of the Company.

Cessation from Directorship:

During the year under review, as per Honâble NCLT order dated 12^th May 2023, all the existing
directors i.e. Mukund Choudhary, Managing Director, Kapil Choudhary, Deputy Managing
Director, Ms. Honey Deep Kaur, Independent Woman Director and Mohd. Asim, Independent
Director of the Company, without any further action being required on the part of any Person,
shall deemed to have resigned w.e.f order date from the Board of Directors of the Company.

Key Managerial Personnel:

Mr. Shrutisheel Jhanwar was appointed as Chief Financial officer of the Company with effect
from 20^th December 2023 on the basis of recommendation made by Nomination and
Remuneration Committee of the Board of Director.

18. FORMAL ANNUAL EVALUATION:

The erstwhile Board of Directors of the Company were replaced by the new Board of Directors
with effect from 31^st August, 2023. The new Board was not evaluated during the year under
review after re-constitution. The Company has put in place a policy containing, inter alia, the
criteria for performance evaluation of the Board, its committees and individual Directors
(including independent directors).

19. DISCLOSURE REQUIRED UNDER SECTION 134(3)(e) AND SECTION 178(3) OF
THE COMPANIES ACT, 2013:

The Board has on the recommendation of the Nomination and Remuneration Committee, framed
a policy for selection and appointment of Directors, Key Managerial Personnel and Senior
Management and their remuneration. The Policy broadly lays down the guiding principles,
philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors,
Key Managerial Personnel and Senior Management. The policy also provides the criteria for
determining qualifications, positive attributes and Independence of Director and criteria for
appointment and removal of Directors, Key Managerial Personnel/Senior Management and
performance evaluation which are considered by the Nomination and Remuneration Committee
/ Board of Directors.

The terms and conditions of appointment of Independent Director stipulates the manner of
appointment, role & functions, duties, relevant provisions of section 149, 150 and 152 of the Act
and âGuidelines for Professional Conductâ pursuant to Schedule IV to the Act and are forming
part of appointment letter.

The policy is available on the website of the Company at http://www.clcindia.com/disclosure.php

20. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS:

21. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from each independent director who are
part of re-constituted Board confirming that he/she meets the criteria of independence as laid out
in Section 149(6) of the Companies Act, 2013 read with the schedules, rules made thereunder
and Regulation 16(1) (b) of the Listing Regulations.

22. BOARD AND COMMITTEEâS MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year
under review, 7 meetings of the Board were held. The details of the Board and Committee
meetings are provided in the Corporate Governance Report forming part of this Report.

23. COMMITTEES OF BOARD:

With an objective of strengthen the governance standards and to comply with the applicable
statutory provisions, the Board has constituted various committees with effect from 9^th October,
2023. Details of such committees constituted by the Board are given in the Corporate Governance
Report, which forms part of this Annual Report.

24. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Act, the Board of Directors to the best of its knowledge and
ability confirm that:

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

(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.

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

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES:

The Board of Directors of the Company, acting upon the recommendation of its Audit Committee
of Directors, has approved the policy and procedures with regard to Related Party Transactions
for reviewing, approving and ratifying Related Party transactions and in providing disclosures
with respect to the above transactions, as required under the Companies Act, 2013, SEBI (Listing
Obligations Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) as amended
from time to time and other applicable provisions, rules and regulations made thereunder.

All related party contracts/arrangements/ transactions that were entered into during the financial
year were on an armâs length basis and were in the ordinary course of business. All Related Party
Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the
Audit Committee was obtained for the transactions which are of a foreseen and repetitive nature.
The statement of transactions entered into pursuant to the omnibus approval so granted is placed
before the Audit Committee for approval on a quarterly basis. Accordingly, transactions are being
reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies
(Accounts) Rules,2014. is Annexure âAâ, The details of the transactions with Related Parties are
provided in the Note no-38 of the Standalone financial statements in accordance with the
Accounting Standards.

The updated policy on Related Party Transactions as approved by the Board is uploaded on the
Companyâs website, the weblink of which is as under: http://www.clcindia.com/disclosure.php

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND
COMPANYâS OPERATIONS IN FUTURE:

During the Company was under Corporate Insolvency Resolution Process (âCIRPâ) since 3^rdJanuary, 2020 till 12^th May 2023. On this day the Hon''ble National Company Law Tribunal
("NCLT"), Principal Bench, New Delhi passed an order and approved the Resolution plan
submitted by Manjeet Cotton Private Limited & Vitthal Corporation Limited in consortium
(âResolution Applicantsâ) as approved by the Committee of Creditors with the requisite majority
as per Section 30(4) of the IBC in accordance with Section 30(6) of the Insolvency and
Bankruptcy Code (âIBCâ).

Except above, no other significant or material orders were passed by the Regulators or Courts or
Tribunals impacting the going concern status and Companyâs operations in future.

27. AUDITORS AND THEIR REPORTS:

Statutory Auditor

During the Financial Year under review, there are qualifications made by the Statutory Auditor
on the Standalone Financial Statements of the Company.

BOARDâS EXPLANATION OR COMMENTS ON QUALIFICATIONS MADE BY THE
AUDITOR IN HIS REPORT ARE AS UNDER:

a. No provision is made in respect of Security Deposit ?124.19 Lakhs, Balance with
Government Authorities ?3908.20 Lakhs considered doubtful of recovery in absence of
adequate details and liability in respect of gratuity and compensated absences for which
liability has not been ascertained- We are trying to get relevant details from old software
through RP office, so we can recover the money. Further there will not be any financial impact,
if we will not be in position to recover the same will be adjusted over a period of time out of
Capital Reserve.

b. The details in respect of Income tax refund receivable of ?113.21 Lakhs, and Balances
with Government Authorities of ?5402.98 Lakhs are not available with the company- We

shall explore to get the money. Further there will not be any financial impact, if we will not be
in position to recover the same will be adjusted over a period of time out of Capital Reserve.

c. The company has written off cash balance of ?40.62 Lakhs in the books of account on the
plea of the present management that the same is not handed over to the new management-

As we have not received such cash balance at the time of getting hand over, therefore write off.
As such there is no financial impact.

d. The fixed deposits receipts of ?340.51 Lakhs were not found on record and no
confirmation was made available for ?8.68 lakhs from the bank- Fixed deposit receipt lying
with RP, as he is responsible for making payment, we shall get copies from them. As such there
is no financial impact.

e. The balances of Trade Receivable, bank balances including fixed deposits, Trade Payable,
Unsecured Loans, Employees, current and non-current Loans and Advances, and
Liabilities are subject to confirmations and reconciliation-We donât have address, but still
try to get address from Software through RP office, and through Bank in case of Fixed deposit.
Further, we have reconciliation with them but no written confirmation. Further there will not
be any financial impact, if we will not be in position to recover the same will be adjusted over
a period of time out of Capital Reserve.

Cost Auditor

Secretarial Auditor

Mr. Ajit Kumar (CP No. 10990), Practicing Company Secretary was appointed as a Secretarial
Auditor of the Company as per Section 204 of the Companies Act, 2013 for the Financial Year
2023-24. The Secretarial Audit Report is annexed herewith as Annexure âBâ and this Report is
self-explanatory and requires no comments.

28. ENHANCING SHAREHOLDERSâ VALUE:

The Company is committed to creating value for its other stakeholders by ensuring that its
positively impact the socio-economic and environmental dimensions and contribute to
sustainable growth and development.

29. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

30. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the provisions of Secretarial
Standard-1 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India.

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

No business activity has been carried out during the year under review: -

A. Conservation of Energy

As there were no transaction during the period under review as plant was under repair and
maintenance.

B. Technology Absorption:

As there were no transaction during the period under review as plant was under repair and
maintenance.

C. Foreign Exchange Earning and Outgoing

There were no foreign exchange earnings and outgo during the Financial Year as per the audited
financial statements.

32. ANNUAL RETURN:

A copy of Annual Return as provided under section 92(3) and section 134(3)(a) of the Companies
Act, 2013 (''the Act'') is made available on the website of the Company and can be accessed at
http://www.clcindia.com/disclosure.php

33. PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required pursuant to Section 197(12)
of the Companies Act, 2013 read with Rule 5(1)/ (2)/(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company during the
period under review.

34. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment
at workplace in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The aim of the
policy is to provide protection to women employees at the workplace and prevent and redress
complaints of sexual harassment and for matters connected or incidental thereto, with the
objective of providing a safe working environment, where women employees feel secure.

All women employees (permanent, contractual, temporary, trainees) are covered under the said
policy.

Your Company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, to redress complaints received on sexual harassment.

No complaint was pending at the beginning of the year and none was received during the year.

35. LISTING:

Your Companyâs shares were listed on BSE Limited (BSE) and National Stock Exchange of India
Limited (NSE), however trading was suspended due to procedural reasons.

36. GENERAL:

a. Payment of remuneration or commission from any of its holding or subsidiary companies to
the Managing Director/ Whole Time Director of the Company.

c. Details of any application filed for corporate insolvency under Corporate Insolvency
Resolution Process under the Insolvency and Bankruptcy Code, 2016.

d. One time settlement of loan obtained from the banks or financial institutions.
ACKNOWLEDGEMENTS

The Board expresses its sincere thanks to all the employees, customers, suppliers, investors,
lenders, regulatory and government authorities and stock exchanges for their co-operation and
support and look forward to their continued support.

On behalf of the Board of Directors
CLC Industries Limited

(Formerly known as Spentex Industries Limited)

Sd/- Sd/-

Bhupendra Singh Rajpal Sanchit Singh Rajpal

Chairman Managing Director

DIN: 00311202 DIN: 00311190

Place: Chhatrapati Sambhajinagar (Aurangabad)

Date: 30^th May 2024

Mar 31, 2023

The Company''s Directors are pleased to present the 31st Annual Report (1st Annual report after Corporate Insolvency Resolution Process (âCIRPâ)) of the Company, along with the Audited Financial Statements prepared by the Resolution Professional under the CIRP for the financial year ended on 31st March 2023.

FINANCIAL SUMMARY

(Rs. in Lakhs)
Particulars	2022-23	2021-22
Total Income	0.63	0.89
Total Expenses	1,095.04	1,146.74
Profit / (loss) before Tax	(1,094.41)	(1,145.85)
Provision for Taxation	-	-
Profit / (loss) after Tax	(1,094.41)	(1,145.85)
Other Comprehensive income	(0.02)	(0.04)

OPERATIONS

There were no business operations during the year under review as the Company was under Corporate Insolvency Resolution Process (âCIRPâ). The turnover of the Company for the financial year 2022-23 was Nil. The net loss after tax stood at Rs. 1,094.41 lakhs as against Rs. 1,145.85 lakhs over last year.

SEGMENT-WISE RESULTS

The segment reporting is provided at note no. 38 of the audited financial statements.

TRANSFER TO RESERVES

The Board do not propose any transfer to reserves.

DIVIDEND

The Board of Directors does not recommend dividend for the financial year ended on 31st March, 2023 in view of loss suffered by the company for the year under consideration.

SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY

The Company has made a provision on the investment made in Amit Spinning Industries Limited (ASIL), a subsidiary company.

Further, the investment in another subsidiary, namely Spentex Netherlands B.V. shall be transferred to erstwhile promoters of the Company in accordance with the relevant terms of the Resolution Plan approved by the Hon''ble National Company Law Tribunal vide date 12th May, 2023.

Apart from the above, the Company does not have any other subsidiaries / joint venture / associate company as on March 31st, 2023.

In view of the above, the disclosure in form AOC-1 shall not be applicable to the Company for the financial year 2022-23.

The Company was under Corporate Insolvency Resolution Process (âCIRPâ) Also, the CIRP of the Company as per the provisions of the Insolvency and Bankruptcy Code, 2016 (âIBC, 2016â) and it was initiated by Edelweiss Asset Reconstruction Limited (EARCL) a Financial Creditor of the Company. The Financial Creditor''s petition to initiate the CIR Process was admitted by the Hon''ble National Company Law Tribunal (âNCLTâ), Principal Bench, New Delhi by vide Order dated January 3, 2020.

In accordance with Section 30(6) of the IBC, the Resolution Plan submitted by Manjeet Cotton Private Limited & Vitthal Corporation Limited (âResolution Applicantsâ) as approved by the Committee of Creditors with the requisite majority as per Section 30(4) of the IBC, was filed with Hon''ble NCLT, Principal Bench, New Delhi and The Hon''ble NCLT, Principal Bench, New Delhi, vide its order dated May 12th, 2023, approved the Resolution Plan submitted by the Resolution Applicants. Resolution Applicants are in the process of regularising the compliances of Company.

ANNUAL RETURN

A copy of Annual Return as provided under section 92(3) and section 134(3)(a) of the Companies Act, 2013 (''the Act'') in form MGT-7 is made available on the website of the Company and can be accessed at www.spentex.net.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Subhash Kumar Kundra, Resolution Professional was responsible for the day-to-day work of the Company during the tenure of the Corporate Insolvency Resolution Process. As per Resolution Plan, on the NCLT Approval Date i.e. May 12th, 2023, all the existing directors i.e. Mukund Choudhary, Managing Director, Kapil Choudhary, Deputy Managing Director, Ms. Honey Deep Kaur, Independent Woman Director and Mohd. Asim, Independent Director of the Company, without any further action being required on the part of any Person, shall deemed to have resigned from the Board of Directors of the Company.

The Hon''ble NCLT, Principal Bench, New Delhi, vide its order dated May 12, 2023, approved the Resolution Plan submitted by the Resolution Applicants i.e. Manjeet Cotton Private Limited & Vitthal Corporation Limited and on July 12, 2023 and on August 31,2023, the Implementation and Monitoring Committee appointed following Directors for constituting a Board of Directors of the Company. The resolution for regularization of the appointed directors shall be placed before the ensuing Annual General Meeting of the Company.

Date of Appointment	Name of Directors	Designation
12thJuly, 2023	Mr. Bhupendra Singh Rajpal	Additional Director
31st August, 2023	Mr. Sanchit Bhupendra Singh Rajpal	Additional Director
31st August, 2023	Mr. Gautam Maheshchandra Nandawat	Additional Independent Director
31st August, 2023	Mr. Satinder Kaaur	Additional Independent Director

The newly constituted Board of Directors as referred above at their first meeting held on October 9, 2023 have appointed Mr. Bhupendra Singh Rajpal as Chairman and Whole-time Director of the Company for the period of 5 years and Mr. Sanchit Bhupendra Singh Rajpal appointed as Managing Director of the Company for the period of 5 years, subject to approval of the members of the Company at the ensuing Annual General Meeting.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Board of Directors at their meeting held on October 9, 2023 has constituted the Nomination and Remuneration Committee and also adopted the remuneration policy under Companies Act, 2013 and other applicable laws and it will be disclosed on the website of the Company www.spentex.net.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

The Company was undergoing Corporate Insolvency Resolution Process (âCIRPâ) in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016 read with the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations 2016. Upon approval of the Resolution plan pursuant to CIRP, new Board of Directors was formed.

DECLARATION BY INDEPENDENT DIRECTORS

Necessary declarations have been obtained from all the Independent Directors that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 (âthe Actâ) and under Regulation 25 read with Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ). In terms of Regulation 25(8) of the Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgement and without any external influence. The Board of Directors have taken on record the declaration and confirmation submitted by the Independent Directors and is of the opinion that they fulfil the conditions specified in the Act & Listing Regulations and are independent of the management.

Your Company''s Board is of the opinion that the Independent Directors possess requisite qualifications, experience and expertise in Corporate Governance, Legal & Compliance, Financial Literacy, General Management, Human Resource Development, Industry Knowledge, Technology, digitization & innovation.

TERMS AND CONDITIONS OF APPOINTMENT

The terms and conditions of appointment Independent Director stipulates the manner of appointment, role & functions, duties, relevant provisions of section 149, 150 and 152 of the Act and ''Guidelines for Professional Conduct'' pursuant to Schedule IV to the Act and are forming part of appointment letter.

COMMITTEES OF THE BOARD OF DIRECTORS

The various applicable committees of the newly formed Board of Directors are constituted in accordance with the applicable laws at their meeting held on October 9, 2023.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

NUMBER OF MEETINGS OF THE BOARD

SECRETARIAL STANDARDS

Since, the Company was under Corporate Insolvency Resolution Process (CIRP) during the year under review and the affairs of the Company was managed by the Resolution Professional under IBC, and hence no meeting of the Board of Directors or the shareholders were held during CIRP period and therefore compliance with secretarial standards would not applicable during the reporting period.

PARTICULARS OF LOANS, GUARANTEE, SECURITY AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in note no. 3 and 11 of the financial statements.

RISK MANAGEMENT

The newly appointed Board of Directors at their meeting held on October 9, 2023 has adopted the Risk Management Policy for the Company. The Audit Committee shall review the status of key risks and steps to be taken by the Company to mitigate such risks at regular intervals.

RELATED PARTY TRANSACTIONS

Since, the Company was under Corporate Insolvency Resolution Process (CIRP) during the year under review and the affairs of the Company was managed by the Resolution Professional under IBC, the compliance with the related party transactions were dealt by the Resolution Professional in accordance with the mechanism of IBC. The details of related party transactions are disclosed in note. No. 39 of the financial statements.

WHISTLE BLOWER MECHANISM / VIGIL MECHANISM

Since, the Company was under Corporate Insolvency Resolution Process (CIRP) during the year under review and the affairs of the Company was managed by the Resolution Professional under IBC, and the Board of Directors unable to comment regarding complaints received from any whistleblower during the period under review.

The Board of directors of the Company at their meeting held on October 9, 2023 approved and adopted the Whistle Blower Policy and same is available on the website of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company was under CIRP process during the year under review. The Company during the implementation of Resolution Plan has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, to provide protection to women (including outsiders) at the workplace and for prevention and redressal of complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company is in the process of constitution of an Internal Complaints Committee to consider and to redress complaints of sexual harassment.

The Company has not received any complaint of sexual harassment during the year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company was under CIRP during the financial year 2022-23 and the provisions of Corporate Social Responsibility were not applicable to the Company as the company does not fall under any of the threshold limits given in Section 135 of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

Since, the Company was under CIRP and the affairs of the Company were managed by the Resolution Professional and since the Company has paid remuneration of Rs. 4.97 lakhs during the year, the disclosure under section 197 of the Companies Act, 2013 and rules made thereunder not attracted for the financial year 2022-23.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company based on the financials received from the Resolution Professional confirms that:

â¢ in the preparation of the annual accounts for the financial year ended 31stMarch, 2023, the applicable accounting standards have been followed and that no material departures have been made from the same;

â¢ 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 loss of the Company for that period;

â¢ 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;

â¢ they have prepared the annual accounts on a going concern basis;

â¢ they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

PUBLIC DEPOSITS

Since the Company was under Corporate Insolvency Resolution Process (âCIRPâ) during the financial year 2022-23, it has not accepted any deposits covered under Chapter V of the Companies Act, 2013. However, there is an outstanding amount of Rs. 479.48 lakhs received from Committee of Creditors under CIRP.

LISTING

Your Company''s shares were listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), however trading was suspended on account of Corporate Insolvency Resolution Process during the year under review.

CASH FLOW ANALYSIS

In conformity with the provisions of Regulation 34(2) of SEBI (LODR) Regulations, the Cash Flow Statement for the year ended 31st March, 2023 is enclosed as a part of this Annual Report.

AUDIT COMMITTEE

During the year under review, since the affairs of the Company was managed by the Resolution Professional under the provisions of Insolvency and Bankruptcy Code, 2016, no audit committee was functional. The Board of Directors of the Company constituted upon approval of the Resolution Plan at their meeting held on October 9, 2023 formed an Audit Committee in accordance with the applicable laws.

STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year under review, since the affairs of the Company was managed by the Resolution Professional under the provisions of Insolvency and Bankruptcy Code, 2016, no stakeholders relationship committee was functional. The Board of Directors of the Company constituted upon approval of the Resolution Plan at their meeting held on October 9, 2023 formed an Stakeholders Relationship Committee in accordance with the applicable laws.

AUDITORSStatutory Auditors

The financial statements prepared by Mr. Subhash Kumar Kundra, Resolution Professional have been audited by M/s. R. N. Marwah & Co LLP, Chartered Accountants (FRN: 001211N/N500019), statutory auditors of the Company.

The notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Ajit Kumar & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as âAnnexure Aâ.

BOARD''S EXPLANATION OR COMMENTS ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR IN HIS REPORTReconstituted Board of Directors'' View on the Statutory Auditor''s Qualifications/Reservations

The Honâble Company Law Tribunal, Principal Bench, New Delhi (hereinafter referred to as âAdjudicating Authorityâ) admitted the Corporate Insolvency Resolution Process (hereinafter referred to as âCIRPâ) application filed against M/s. CLC Industries Limited by Financial Creditor, Edelweiss Asset Reconstruction Company Limited U/s.7 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as âCodeâ) and appointed Mr. Subhash Kumar Kundra as the Interim Resolution Professional under the Code vide order dated January 03, 2020. Further, the Committee of Creditors (hereinafter referred to as âCoCâ) constituted during the CIRP has confirmed the appointment of Mr. Subhash Kumar Kundra as the Resolution Professional (hereinafter referred to as âRPâ) on February 20, 2020 to manage the affairs of M/s. CLC Industries Limited as per the provisions of the Code.

The Resolution Plan as submitted by Successful Resolution Applicants Consortium of M/s. Manjeet Cotton Pvt. Ltd. & M/s. Vitthal Corporation Ltd. was approved by members having 92.85% voting share in the CoC on April 02, 2021. The application for approval of the Resolution Plan was filed by the RP with the Adjudicating Authority on May 05, 2021. The Adjudicating Authority approved the said Resolution Plan vide its order pronounced on May 12, 2023.

In terms of the Resolution Plan, all the existing directors without any further action being required on part of any person, shall deemed to have resigned from the Board of Directors of the Company. On July 12, 2023 and on August 31, 2023, the Implementation and Monitoring Committee reconstituted new Board of Directors as below:

Date of Appointment	Name of the Directors	Designation
12th July, 2023	Mr. Bhupendra Singh Rajpal	Additional Director
31st August, 2023	Mr. Sanchit Bhupendra Singh Rajpal	Additional Director
31st August, 2023	Mr. Gautam MaheshchandraNandawat	Additional Independent Director
31st August, 2023	Mrs. Satinder Kaaur	Additional Independent Woman Director

(The newly constituted Board of Directors as referred above at their first meeting held on October 9th, 2023 have appointed Mr. Bhupendra Singh Rajpal as Chairman and Whole-time Director of the Company for a period of 5 years and Mr. Sanchit Bhupendra Singh Rajpal appointed as Managing Director of the Company for a period of 5 years, subject to approval of the members of the Company at the ensuing Annual General Meeting).

In view of above, entire management & powers of the board of directors of the company including maintenance of books of accounts for the period under consideration i.e. F.Y.2022-23 was entirely looked upon by the RP(As F. Y.2022-23 being part & parcel of the Phase I period in terms of Clause 3.12 of the Resolution Plan i.e. date of approval of the Resolution Plan by the Committee of Creditors till the NCLT Approval Date). The Statutory Auditor himself has also identified the RP as the Management/Board in the Para âManagementâs Responsibility and Those Charged with Governanceâ in his Statutory Audit Report vide dated October 31, 2023 on the Standalone Financial Statements.

As a result, the newly reconstituted aforesaid Board of Directorsâ have no legitimate imperative/prerogative in its farthest domain to comment/express anyviews over the qualifications/reservations of the Statutory Auditor as issued in his audit report.

Moreover, it is to be noted that the newly reconstituted Board of Directors as referred above are nowhere the signatories of the audited financial statements for the period under consideration as the appointment of the reconstituted Board itself has been made post the closure of the financial year i.e. after 31.03.2023 & approval of the Resolution Plan by the Adjudicating Authority.

REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the Audit committee, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officer or employees, the details of which would need to be mentioned in the Board''s report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

The Company was under Corporate Insolvency Resolution Process (âCIRPâ) and the financial creditor''s petition to initiate the CIR Process was admitted by the Hon''ble National Company Law Tribunal (âNCLTâ), Principal Bench, New Delhi by vide Order dated January 3rd, 2020. In accordance with Section 30(6) of the Insolvency and Bankruptcy Code (âIBCâ), the Resolution Plan submitted by Manjeet Cotton Private Limited & Vitthal Corporation Limited (âResolution Applicantsâ) as approved by the Committee of Creditors with the requisite majority as per Section 30(4) of the IBC, was filed with Hon''ble NCLT, Principal Bench, New Delhi and The Hon''ble NCLT, Principal Bench, New Delhi, vide its order dated May 12th, 2023, approved the Resolution Plan submitted by the Resolution Applicants.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

As the Company was under Corporate Insolvency Resolution Process (âCIRPâ), during this tenure Company has not transferred any fund to the Investor Education and Protection Fund.

CORPORATE GOVERNANCE

Since the Company was under Corporate Insolvency Resolution Process (CIRP) during the year under review and affairs of the Company was managed by the Resolution Professional and the former Board of Directors and its committees were not functional, the disclosure in Corporate Governance are not provided for the financial year 2022-23.

The Board of Directors constituted pursuant to the Resolution Plan approved by the Hon''ble National Company Law Tribunal, Principal bench, New Delhi vide its order dated May 12th, 2023 is taking appropriate steps / actions after its formation with effect from August 31st, 2023 and constituted various committees, adopted policies in accordance with the applicable laws during the implementation of Resolution Plan.

Since the required actions have taken in current financial year, the Corporate Governance Report shall be provided by the Board of Directors for the financial year 2023-24 in the next annual report.

MANAGEMENT DISCUSSION AND ANALYSIS

Since the Company was under Corporate Insolvency Resolution Process (CIRP) during the year under review and affairs of the Company was managed by the Resolution Professional and there were no business operations as such in the Company, the newly constituted Board of Directors of the Company which took control effective from August 31,2023 is not in position to provide disclosure on management discussion and analysis for the financial year 2022-23.

The details of significant changes in key financial ratios are provided at Note no. 60 of the financial statements provided by the Resolution Professional.

The disclosure in Management Discussion and Analysis Report shall be provided by the Board of Directors for the financial year 2023-24 in the next annual report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGOA. Conservation of Energy

Since, the Company was under Corporate Insolvency Resolution Process (CIRP) period, no business activity has been carried out during the CIRP proceedings.

B. Technology Absorption:

Since, the Company was under Corporate Insolvency Resolution Process (CIRP) period, no business activity has been carried out during the CIRP proceedings.

C. Foreign Exchange Earning and Outgoing

There were no foreign exchange earnings and outgo during the financial year as per the audited financial statements.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

As the Board of Directors of the Company is recently constituted with effect from August 31st, 2023, the necessary steps shall be taken to effectively put the systems for internal control and its adequacy.

ACKNOWLEDGEMENTS

Your Directors express their gratitude to the Company''s vendors, customers, banks, financial institutions, shareholders and society at large for their understanding and support. Finally, your directors acknowledge the dedicated services rendered by all employees of the Company.

Mar 31, 2016

Dear Members,

The Directors are pleased to present the 24th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended March 31, 2016.

Financial Results

The highlights of the financial results for the year ended 31st March, 2016 are as under:

(Rs. in Crores)

Particulars	2015-2016		2014-2015
	Consolidated	Standalone	Consolidated	Standalone
Net Sales (Turnover)	799.07	799.08	911.07	891.14
Other Income	9.20	9.15	17.94	16.66
EBIDTA	(1.13)	7.35	18.89	27.49
Financial charges	88.93	77.01	90.35	79.37
Depreciation	14.71	11.25	15.12	11.68
Profit/(Loss) before tax (PBT)	(104.77)	(80.91)	(86.58)	(63.56)
Extra ordinary items (income)/ Impairment loss @ Fixed Assets	-	-	1.37	1.37
Exceptional Items	-	-	-	-
Net Profit from Operations	(104.77)	(80.91)	(85.21)	(62.19)
Prior Period Items	-	-	-	-
Tax expenses	-	-	0.60	0.60
Net Profit/(Loss)	(104.77)	(80.91)	(85.81)	(62.79)
EPS	(11.67)	(9.01)	(9.56)	(7.15)

Management Discussion and Analysis Report:

The Indian Textile Industry has a pre -eminent position in the Indian economy with an aggregate turnover of $ 110 billions with exports of $ 40 billion. India is the second largest exporter of textiles in the world & Textile industry is the 2nd largest employer after agriculture & contributes over 4% of GDP. The industry has potential for creation of employment especially in semi urban & rural areas both in organized and unorganized sector. It provides employment also to semi skilled labor and employees women in large segment of operations. The industry is self reliant and has very little to import, thus contributes in accretion of foreign exchange.

Spentex has integrated Cotton, Polyester & blended Yarn manufacturing facilities in India with stable customer base with long term mutually beneficial business relationship both in India and abroad. The company has presence across the entire value chain of cotton and polyester yarn with ability to offer varied products as required by the Indian and global markets.

The operations of the Company during the year were adversely impacted due to shortage of working capital, demand & supply gap and slow off take in internal market and overall subdued sentiments in the business world. The Company''s Exports have also failed to cheer us up due to the tariff disadvantage created by FTAs of our competitors with the big buying nations. A huge disparity between spot cotton prices and yarn prices affected the margins of the company. As a result, there has been significant decline in EBIDTA levels which have resulted in huge financial strain on the Company.

However, with due strategic focus on efficient plant operations and day to day supervision of operations by management and other administrative and operational initiatives taken by the company, the EBITA levels have slightly improved as compared to previous year. Keeping in view the market trends and the emerging business scenario, Spentex is confident of improvement in its operational performance in near future.

Management Perception on Opportunities, Risks, Concern & Outlook

The weakening Indian Rupee, as compared to U.S Dollar and other European currencies provides an opportunity to the textile industry to optimize its sales volumes and margins respectively in exports. Spentex will continue to offer market driven quality product mix for progressively improving its operations and output. The Indian textile sector is also facing the challenges of outdated technology especially in weaving and processing resulting into lower productivity thus impacting the competitiveness of the industry. High power tariffs in India are impacting the viability of the industry.

Due to fluctuating prices and uncertainties in the foreign exchange market, increase in power cost and lack of adequate working capital, the EBITA levels may remain stagnant during the year. Management is keeping a close watch on various threats/risks facing the company and taking all appropriate steps to improve the performance of the Company. The Indian Textile industry is expected to become strong & vibrant through various support measures announced by the Government of India, especially technology up gradation fund and a package for apparel Industry.

Another key challenge presently is the Fiber/Raw Material cost, which has increased abruptly and increase is not fully absorbed in the yarn prices and accordingly yarn spinners are hit the most in the entire textile chain. However, your directors and management would take all necessary measures to hedge this risk and increase the EBITA levels in coming quarters.

Quarter 3 & 4 of the financial year 2015-16 witnessed an increase in demand of cotton yarn in domestic as well as foreign market. With the strong domestic consumption trend and initiatives formulated by the Company with regard to product mix, waste management control & other related issues, your directors are confident that sales volumes would reasonably shore up with consequent strengthening of the margins in due course.

Financial Analysis and Performance Review

During the financial year 2015-16 the Company''s operations were adversely impacted due to increase in Fiber/Raw Material cost which is not fully absorbed in the yarn prices, high power tariff, and constraints of working capital leading to non optimal utilization of plant capacities and consequent decrease in EBIDTA.

The financial performance of the Company has been presented in two parts, as under:

i) Spentex Industries Limited (Standalone) excluding the performance of its subsidiaries and step-down subsidiaries.

(ii) Spentex Industries Limited (Consolidated) including the performance of its subsidiaries and step-down subsidiaries. The Consolidated Financial Statements reflect the performance of Spentex Group of companies and are more relevant for understanding the overall performance of the Group.

Segment-wise Performance Yarn Manufacturing

During the year under review, your Company on standalone basis has manufactured 46,939.32 MT of yarn as compared to 44,930.63 MT of yarn produced during the previous year.

Subsidiaries

The Company has following four subsidiaries/step down subsidiaries as on March 31, 2016.

(a) M/s Amit Spinning Industries Limited.

(b) M/s Spentex (Netherlands) B.V.

(c) M/s. Schoeller Textile (Netherlands) B.V.

(d) M/s Spentex Tashkent Toytepa LLC. (due to breach of Investment Agreement by Republic of Uzbekistan with its Investors, its holding Company SNBV, has filed case in ICSID)

There was no material change in the nature of the business carried on by the subsidiaries.

Performance of Subsidiaries

The details of turnover and overall performance of material subsidiary companies is as under:

Amit Spinning Industries Ltd., India: The company has its manufacturing facilities at Kolhapur, Maharashtra with capacity of 30,672 spindles. During the year under review, the subsidiary''s operations remained suspended due to financial constraints and non-availability of working capital. The Rehabilitation Scheme filed by the company with BIFR is yet to be considered and approved. Accordingly, the subsidiary''s revenue has been severely affected and revenue from operations during the year 2015-16 was Rs. 38.98 Lakhs as compared to Rs. 32.05 Crores during 2014-15.

Spentex Tashkent Toytepa LLC, Uzbekistan (STTL) & Spentex Netherlands B.V, Netherlands (SNBV): During the period under review, the Arbitration Proceedings against GOU for Investment Dispute Claim before International Center for Settlement of Investment Dispute (ICSID) were held at the World Bank from 14th Sept., 2015 to 25th Sept. 2015 and both the parties i.e. M/s. Spentex (Netherlands) B.V., a subsidiary of the company and Government of Uzbekistan (GOU) have submitted the pre & post hearing briefs to tribunal on 7th December, 2015. The judgment/award is yet awaited.

Consolidated Financial Statements

There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is attached to the Accounts.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements including consolidated financial statements of the Company and audited accounts in respect of each of the subsidiary companies are available on website of the Company www.spentex.net. These documents shall also be kept open for inspection during business hours at the Registered Office of the Company on or before ensuing General Meeting. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same.

The Consolidated Financial Statements of the Company prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India form part of this Annual Report.

Share Capital

As on 31st March, 2016, the Company''s issued and paid up capital stands Rs. 89, 77, 20,350/- divided into 8,97,72,035 fully paid up equity shares of Rs. 10/- each. During the year, under review, the Company has not issued any share(s). Further the Company has not issued any share with differential Voting Rights/Sweat Equity shares/under Stock Option Scheme (ESOS) earlier and during the year.

The Company had issued 500 non-convertible debentures of Rs. 10.00 lacs each; however during the year under review, no debenture has been issued.

The Company has no scheme or provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

During the year under review, your Company had obtained approval of the members at their 23rd Annual General Meeting held on 30th September, 2015 for issuance of 1,10,95,000 equity shares of Rs. 10/- each to Promoters/Promoter Group on preferential basis. Subsequently, the Company had applied to NSE and BSE for obtaining in-principal approval for issuance of aforesaid shares. However, since these shareholders are holding shares, a non disposal undertaking under Regulation 78 of SEBI (ICDR) Regulations is required from the lenders to whom the said shares have been pledged. However, since the lenders have refused to provide such undertaking in principle approval was not accorded and the Company has since withdrawn the application filed before stock exchanges. The Board of Directors are looking for alternate options for issue of said shares to the promoters.

Directors

(a) Change in Directors or Key Managerial Personnel

In terms of provisions of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following appointment/re-appointment/cessation are made in directors/Key Managerial Personnel during the period under review:

1. Mr. Samir Kumar Nath has been appointed as non retiring Nominee Director (nominated by State Bank of India, Lead Bank) on the Board of the Company w.e.f 17th September, 2015.

2. Mr. Prem Malik, Independent Director, Mr. Sitaram Parthasarathy, Director Works and Mr. Rajeev Kalra, Nominee Director (Nomination withdrawn by VCIGPM Ltd.) have resigned from the Board of Directors of the Company w.e.f 13th August, 2015, 7th November, 2015 and 11th September, 2015 respectively.

3. Dr. Sunil Kumar Gupta has been appointed as Company Secretary of the Company in place of Mr. Ranjan Mangtani w.e.f. 10th February, 2016.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Amrit Agrawal, director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Brief resume of the Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional areas and names of the companies in which they hold directorship and membership/chairmanships of the Board or its Committees is provided in the Report of Corporate Governance forming part of the Annual Report.

Number of Meetings of the Board

Four meetings of the Board were held during the year. The detailed information of the meetings of the Board held during the year is mentioned in the Corporate Governance Report which forms part to this report.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Board evaluation

In terms of the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as Board Committees.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the laid down criteria.

The Independent directors in their separate meetings held on 29th May, 2015 and 10th February, 2016, evaluated the performance of non-independent directors. Performance of the board as a whole has been carried out taking into account the views of independent directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. During the year, neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries. The Company affirms that remuneration is as per the remuneration policy of the Company.

Committees of the Board

Currently, the Board has eight committees namely the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholders Relationship Committee, the Risk Management Committee, Banking Committee, Investment Committee and Fund Management Committee.

Audit Committee

As on 31st March, 2016, the Audit Committee comprised of Mr. Ram Kumar Thapliyal, Independent Director (Chairman), Mr. Dhananjaya Prasad Singh, Independent Director and Mr. Amrit Agrawal, Executive Director (Members).

Corporate Social Responsibility

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Corporate Social Responsibility (CSR) Committee of the Board has been constituted on 28th May, 2014, inter alia, to formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company and monitor the same from time to time. The composition of committee is disclosed in Corporate Governance Report forming part to this report. The CSR policy has also been hosted on the website of the company www.spentex.net Risk Management

The Board of Directors of the Company has constituted a Risk Management Committee to oversee the risk management plan in the Company. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report. The Risk Management Policy has also been hosted on the website of the Company.

A detailed note on the composition of the Board and its various committees is provided in the Corporate governance report forming part to this Annual Report.

Vigil Mechanism

The Company has framed and implemented a vigil mechanism named as Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy are provided in the Corporate Governance Report and also posted on the website (www.spentex.net) of the Company. The Company has received three complaints till date and the same were duly redressed. Directors'' Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2016 and of the profit and loss of the company for that period;

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

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Related Party Transactions

None of the transactions with related parties falls under the scope of section 188(1) of the Act. All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Prior omnibus approval of the Audit Committee was obtained for Related Party Transactions for the quarter/year ended 31st March, 2016, transactions proposed to be entered into with the related parties in the year 2016-17 were placed before the said committee and consent of said the committee was obtained.

The policy on Related Party Transactions as approved by the Board has been uploaded on the Company''s website www.spentex.net. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm''s length basis, form AOC - 2 is not applicable to the Company. Significant and Material Orders passed by the Regulators or Courts

During the year under review, there are no significant or material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed there under, M/s. J C Bhalla & Co., Chartered Accountants, (Registration No. 001111N) were appointed as Statutory Auditors of the Company at Annual General Meeting held on 11th September, 2014 to hold office till conclusion of 25th Annual General Meeting for a period of three years subject to ratification of their appointment at every Annual General Meeting.

The Company has received a confirmation from M/s. J C Bhalla, Chartered Accountants to the effect that their appointment, if made, at the ensuing AGM would be in terms of Sections 139 and 141 of the Companies Act, 2013 and rules made there under and that they are not disqualified for re-appointment.

Auditors Report

The Auditors'' Report read with the Notes to Accounts is self-explanatory and does not call for any further explanation under Section 134 of the Companies Act, 2013, except for the responses in respect of some observations as mentioned here in below.

Directors'' view on Auditor''s Observations

Directors'' response to the various observations of the auditors made in their report, even though explained wherever necessary through appropriate notes to accounts, is reproduced hereunder in compliance with the relevant legal requirements:

Note No. 39 of the Financial Statement qualified by Auditors

The company has an investment of Rs. 204,469,921/- in and has amount recoverable amounting to Rs. 732,239,193/- to Amit Spinning Industries Limited (ASIL), a subsidiary, as on March 31, 2016. The accumulated losses of ASIL, at the year end exceeded its net worth. There is also reduction in market value of the investment at the yearend by Rs. 187,475,249/-. In the opinion of the management, diminution in this long term investment is due to adverse business conditions in the past. Management believes that diminution in the value of investment is of temporary nature and that outstanding would be realized within a reasonable period of time. Accordingly no provision considered necessary in the value of investment held and amount due from ASIL.

Note No. 40 of the Financial Statement qualified by Auditors

The Company has an investment of Rs. 561,011,339 and Rs. 9,323,779 in its subsidiary Spentex Netherlands B. V. (SNBV) and its step down subsidiary Spentex Tashkent Toytepa LLC (STTL) respectively. Further it has Rs. 70,012,404 as export receivable from STTL and advances recoverable of Rs. 95,070,902 in SNBV as on March 31st, 2016. During the period of investment, Government of Uzbekistan (GOU) changed certain laws and policies breaching the investment agreement and rendered operation of STTL not only unviable, but also expropriated its investment. All the assets and liabilities of STTL have been taken over by National Bank of Uzbekistan (NBU) and existence of STTL has been liquidated as per bankruptcy laws. In view of this corporate guarantee given by company in respect of STTL liability for deferred payment to Tashkent Toytepa Textile (TTL) stand extinguished. SNBV, which had made around 99% investment in the equity of STTL, had filed request for Arbitration against GOU for Claim through its lawyer before International Center for Settlement Investment Dispute (ICSID). Based on the claim lodged with ICSID, Board of Directors has decided not to make any provision for the aforesaid amounts. In addition to above claim, the company has sent notice to the GOU for indemnify the further losses caused to company directly or indirectly on account of investment made in Uzbekistan.

Note No. 42 of the Financial Statement qualified by Auditors

As regards an amount of Rs. 12,830,469 (Rs. 12,830,469) dues from Government Authorities, company filed an application for release with concerned authorities. The Company is making effort to recover the same and expects to reduce the outstanding dues significantly. The management is of the opinion that ultimately there would be no losses against these old balances and hence no provision is considered necessary at this stage.

Note No. 43 of the Financial Statement qualified by Auditors

Advance balances aggregating to Rs. 55,982,580 are due from certain parties where payments are not forthcoming. The company is making appropriate concerted efforts including negotiations with these parties to recover the same and expect to reduce the outstanding dues significantly. The management is of the view that ultimately there would be no losses against these outstanding balances and hence no provision is considered necessary at this stage.

Note No. 49 of the Financial Statement qualified by Auditors

The company''s accounts have become Nonperforming assets (NPA) with majority of the dealing banks. The company has submitted restructuring proposal proposing various alternatives to the banks which is under discussions. None of the banks has initiated action in any legal forum. The company has provided interest on such loans, however penal interest, if any, has not been provided.

Note No. 4 of the Financial Statement without qualifying by Auditors

The Company has not allotted shares against the share application amount of Rs. 1,109.50 Lakh which was brought in by the promoters in more than one installment under restructuring scheme approved by the Bankers. Due to pending necessary approvals and directions for allotment of shares, the Company has not complied with the provisions of Section 42 of the Companies Act, 2013. The Company is looking for alternative options for issuance of said shares to promoters/promoter group.

Note No. 41 of the Financial Statement without qualifying Auditors

The accumulated losses of the Company had exceeded its net worth during the year 2011-12. Accordingly company in compliance with the provisions of section 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985 filed a reference with Board for Industrial and Financial Restructuring (BIFR). The company''s operations were adversely affected in earlier financial years due to sluggish market demand, greater decline in cotton prices globally as compared to India, and higher power cost in Maharashtra, certain policies of the Government and shortage of working capital. In spite of the unfavorable market scenario and financial constraints, the units of the company continue to operate at satisfactory capacity utilization levels and are generating positive Earnings before Interest Depreciation Tax and Amortization (EBIDTA). The company''s accounts have become Nonperforming assets (NPA) with majority of the dealing banks and the company is also in receipt of NPA cum recall notice. The company has submitted/in process of submitting restructuring proposal proposing various alternatives to the banks which is currently under discussion. With strong management focus on strategic initiatives for cost rationalization, optimum product mix and efficient plant operations, the management believes that accumulated losses would reasonably be paired, in due course. The financial statements, as such have been prepared on a going concern basis.

Note No. 42 of the Financial Statement without qualifying by Auditors

Advance balances aggregating to Rs. 18,410,722 from a party where payments are not forthcoming. Against the above, the Company has filed a suit for recovery. Based on outcome of the legal suit coupled with further negotiations with the party, the management is of the opinion that ultimately there would be no losses against these old balances and hence no provision is considered necessary at this stage.

Note No. 44 of the Financial Statement without qualifying by Auditors

The company has applied to Securities & Exchange Board of India (SEBI) seeking exemption for maintaining at least 15% of the amount of its debenture maturing during the financial year 2016-17 vide circular no 04/2013 dated 11-Feb-2013 issued by Ministry of Corporate Affair, which is still awaited.

Note No. 45 of the Financial Statement without qualifying by Auditors

The outstanding balance as on 31st March, 2016 in respect of certain trade receivables, trade payables and loans & advances are subject to confirmation/reconciliation and consequential adjustment if any, from the respective parties. The management, however, does not expect any material variations.

Cost Auditors

Mr. Rajesh Goyal, Cost Accountant of M/s. K G Goyal & Associates, Cost Accountants (Firm Registration No.000024) has been appointed as Cost Auditors to carry out audit of the Cost Accounts maintained by the Company for the financial year 2016-17.

Secretarial Auditor & Audit Report:

The Board has appointed M/s. Loveneet Handa & Associate, Practicing Company Secretary (having CP No. 10753 & Membership No. 25973) as Secretarial Auditor to conduct secretarial audit for the financial year 2015-2016. The Secretarial Audit Report for the financial year ended March 31, 2016 in Form MR-3 is annexed herewith as Annexure I to this Report in compliance with the provisions of Section 204 of the Companies Act, 2013.

The Secretarial Auditors'' Report does not contain any qualifications or reservation or adverse remarks except non issue of 1.10 cr. equity shares of Rs. 10/- each to promoters group due to non receipt of in-principle approval from stock exchanges and non payment of EPF dues for the month of March, 2016 in respect of Pithampur Plant and Corporate Office.

Internal Auditors

Pursuant to section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, the Company has appointed Dr. Sunil Kumar Gupta as Internal Auditor of the Company.

Internal Financial Control Systems and Adequacy

The Company has adequate system of internal financial control with regard to various business processes, financial reporting and compliance with applicable laws and regulations, etc. with clearly defined roles and responsibilities for all managerial positions. All operating parameters are continuously monitored and controlled.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the internal audit reports, process owners undertake corrective actions in their respective areas and thereby further strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Extract of the Annual Return

As provided under section 92(3) of the Act, the extract of annual return in the prescribed Form MGT-9 is annexed as Annexure-2 to this Report. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Company has implemented energy conservation initiatives and such action has resulted into major savings in energy consumption as well as in cost control. The information as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is set out in the Annexure - 3 to this Report.

Particulars of Employees

The statement containing particulars of employees as required under section 197(12) of the Act read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, shall be made available to any shareholder on a specific request made by him in writing on or before 27th September, 2016.

Deposits

The Company has not accepted or renewed any deposit during the year and there are no outstanding and/or overdue deposits as at 31st March, 2016.

Particulars of Loans, Guarantees or Investments

Details of loans, Guarantees and Investments covered under the provision of Section 186 of the Companies Act, 2013 have been disclosed in the Financial Statements.

Dividend

During the year under review, the Company has no distributable profits hence your Directors do not recommend payment of any dividend. Transfer of Reserves

During the year, the Company has not transferred any amount to reserves.

Material changes and commitments affecting the financial position of the Company between the date of Board Report and end of Financial Year

There have been no material changes and commitments, if any, 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 the report.

Human Resources/Industrial Relations

The Company and its management value the talent, commitment and dedication of its employees and acknowledge their contribution. All employees in the Company work as a team and integral part of the family, sharing their ideas and concerns through discussions, Town Hall meetings and intranet communication network installed across the units.

Industrial Relations scenario at all units continues to be healthy and enthusiastic.

To foster a positive workplace environment, free from harassment of any nature, the Company has framed a policy on Prevention of Sexual Harassment of Employees and constituted an internal committee to address and redress complaints of sexual harassment at the workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no case has been filed in this regard.

Information Technology

Information Technology continues to be an integral part of your company''s business strategy. The Company is working on SAP platform integrating all its units located at different places/locations, its business processes, financial parameters, customer transactions and people, effectively on real time basis.

Change in the nature of Business

There is no change in the nature of the business of the company.

Corporate Governance and Management Discussion and Analysis

As stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance is attached separately as a part of the Annual Report and the Management Discussion and Analysis (MD & A) is also included in this report so that duplication and overlapping between Directors'' Report and a separate MD & A is avoided and the entire information is provided in a composite and comprehensive manner.

Listing of Shares

Presently Company''s shares are listed and traded at the BSE Ltd., Mumbai (BSE) and National Stock Exchange of India Ltd, Mumbai (NSE), for which annual Listing Fee has been paid by the Company, till 31st March, 2017.

Conclusion

Your Company enjoys leadership position in domestic market with strong competitive advantage in the export segment. However due to sluggish market and consequent losses in the recent past, the Company is currently in consolidation mode. We shall, continue to explore the opportunities to further strengthen our leadership position.

Acknowledgements

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Governments authorities, Regulatory authorities, Stock Exchanges, stakeholders, customers and vendors for their continuous support and co-operation, and for the trust reposed by them in the Management. Your Directors also wish to thank all the employees of the Company for their unstinted commitment and valuable contributions.

For and on behalf of Board of Directors

Sd/-

Place: New Delhi Ajay Kumar Choudhary

Dated: August 11, 2016 Chairman

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 23rd Annual Report together with the Audited Financial Statements for the year ended March 31,2015.

Financial Results

The highlights of the financial results for the year ended 31st March, 2015 are as under: ( Rs. in Crores)

Particulars 2014-2015

Consolidated Standalone

Net Sales (Turnover) 911.07 891.14

Other Income 17.94 16.66

EBIDTA 18.89 27.49

Financial charges 90.35 79.37

Depreciation 15.12 11.68

Profit/(Loss) before tax (PBT) (86.58) (63.56)

Extra ordinary items (income)/ 1.37 1.37

Impairment loss @ Fixed Assets

Exceptional Items - -

Net Profit from Operations (85.21) (62.19)

Prior Period Items - -

Tax expenses 0.60 0.60

Net Profit/(Loss) (85.81) (62.79)

EPS (9.56) (6.99)

Particulars 2013-2014

Consolidated Standalone

Net Sales (Turnover) 1142.94 1142.90

Other Income 16.49 13.87

EBIDTA 87.06 87.96

Financial charges 92.48 81.04

Depreciation 22.31 18.21

Profit/(Loss) before tax (PBT) (27.72) (11.29)

Extra ordinary items (income)/ - -

Impairment loss @ Fixed Assets

Exceptional Items - -

Net Profit from Operations (27.72) (11.29)

Prior Period Items 0.57 0.57

Tax expenses - -

Net Profit/(Loss) (28.29) (11.86)

EPS (3.16) (1.32)

Financial Analysis and Performance Review

During the financial year 2014-15 the Company's operations were adversely impacted due to sluggish demand, progressive decrease in yarn prices, high power cost in Maharashtra where the company's plants are located ,and adverse cash outflow due to the liability of servicing term & working capital loans availed by the company led to non optimal utilization of plant capacities and consequent decrease in EBIDTA.

The financial performance of the Company has been presented in two parts, as under:

(i) Spentex Industries Limited (Standalone) excluding the performance of its subsidiaries and step-down subsidiaries.

(ii) Spentex Industries Limited (Consolidated) including the performance of its subsidiaries and step-down subsidiaries. The Consolidated Financial Statements reflect the performance of Spentex Group of companies and are more relevant for understanding the overall performance of the Group.

Segment-wise Performance Yarn Manufacturing

During the year under review, your Company on standalone basis has manufactured 44930.63 MT of yarn as compared to 68941.08 MT of yarn produced during the previous year.

Subsidiary Companies

At the end of the accounting period under review, the Company has the following subsidiaries and step down subsidiaries :

Subsidiaries Companies

(a) M/s Amit Spinning Industries Limited

(b) M/s Spentex Netherlands B.V (SNBV)

(c) M/s. Spentex (Mauritius) Private Limited (The Company ceased to exist on 25th March 2015)

Step down subsidiary Companies

(a) M/s. Schoeller Textile Netherlands B.V. (STNBV)

(b) M/s Spentex Tashkent Toytepa LLC. (due to breach of Investment Agreement by Republic of Uzbekistan with its Investors, its holding Company SNBV, has filed case in ICSID)

(c) M/s. Schoeller Litvinov k.s. (Creditors taken over the subsidiary against their dues)

(d) M/s. Botekos Plus s.r.o. (Creditors taken over the subsidiary against their dues)

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is attached to the Accounts. The separate audited financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same.

Performance of Subsidiaries

The details of turnover and overall performance of material subsidiary companies is as under:

Amit Spinning Industries Ltd., India: During the year under review, due to market and financial constraints, the subsidiary could although manufactured 1,281.64 MT of yarn under own production and 1,112.65 MT of yarn on job work basis as compared to 5,123.08 MT of yarn produced under job work basis in the previous year, yet it could not fully utilize and leverage its capacity. It has been declared as a sick company by Board For Industrial and Financial Reconstruction (BIFR) under section 3 (1) (o) of Sick Industries (Companies) Act, since 2012 and has been awaiting approval of Debt Rehabilitation Scheme (DRS).

The Company has its manufacturing facilities at Kolhapur, Maharashtra with capacity of 30,672 spindles.

Spentex Tashkent Toytepa LLC, Uzbekistan (STTL) & Spentex Netherlands B.V, Netherlands (SNBV): During the period of investment, Government of Uzbekistan (GOU) changed certain laws and policies breaching the investment agreement and rendered operation of STTL not only unviable, but also expropriated its investment. SNBV (a subsidiary company), which had made around 99% investment in the equity of STTL, has initiated Arbitration Proceedings against GOU for its Investment Dispute Claim through its lawyers before International Center for Settlement of Investment Dispute (ICSID).

Schoeller Litvinov k.s., Czech Republic: During the year under review, the step down subsidiary could not manufacture yarn due to adverse market conditions, crises in the European Union and financial constraints, the Company had filed application for liquidation at Czech Republic. The Company has manufacturing unit situated at Czech Republic with capacity of 59,000 spindles. (Creditors taken over the subsidiary against their dues)

Management Perception on Opportunities, Risks, Concern & Outlook

The persistent weakness of Indian Rupee, as compared to U.S Dollar and other European currencies provides an opportunity on short term basis to the textile industry to optimize its sales values and margins respectively on its exports. Spentex will continue to offer market driven quality product mix for progressively improving its operational profile. The Indian textile sector is also facing the challenges of technology backwardness especially in weaving and processing segments, lower productivity and high power cost which has an adverse cascading effect on the industry as a whole.

With focus on Make in India, the Indian Textile industry is expected to become resilient and robust through various support measures likely to be announced by the government. The future outlook for the Indian textile industry looks promising, buoyed by both strong domestic consumption and increase in export turnover.

Slow but potentially promising increase in demand of cotton yarn in domestic market and talk of economic reforms by the new Government as well as encouraging export promotion policy for textile sector have already improved market sentiments to some extent, with the strategic efficiency improvement and cost containment measures being adopted by the company, and with the continued support and co operation of the company's bankers, your directors have confidence that sales volumes are reasonably expected to shore up with consequent strengthening of the margins in due course.

Consolidated Financial Statements

The Company is having six subsidiaries/step down subsidiaries . As per the Companies Act, 2013, the Company is not required to furnish the Balance Sheet and Statement of Profit & Loss and other documents of foreign subsidiary companies. These documents will however be available for inspection at the registered office of the Company during business hours. The Consolidated Financial Statements presented by the Company includes financial results of its subsidiary companies.

The Consolidated Financial Statements of the Company prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India form part of this Annual Report.

Share Capital

The Company's issued and paid up capital as on 31st March, 2015 stands Rs. 89,77,20,350/- divided into 8,97,72,035 fully paid up equity shares of Rs. 10/- each. During the year, under review, the Company has not issued any share(s). Further the Company has not issued any share with differential Voting Rights/Sweat Equity shares/under Stock Option Scheme (ESOS) earlier and during the year.

The Company has issued 500 non-convertible debentures of Rs. 10.00 lacs each, however during the year under review, no debenture has been issued.

The Company has no scheme or provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

Directors

Change in Directors or Key Managerial Personnel

In terms of provisions of the Companies Act, 2013 read with Clause 49 of Listing Agreement, during the year, Ms. Kamal Kapur has been appointed as an Additional Director as a Women Non Executive Independent Director on the Board of the Company w.e.f 14th November, 2014 and holds office upto ensuing Annual General Meeting. She however being eligible for reappointment, Company has received an application from the Member for consideration of her appointment as Women Non Executive Independent Director on the Board in the ensuing AGM itself.

During the year, under review, the Board of Directors have appointed Sh. Sharat Kumar Gupta as the Chief Finance Officer (CFO) of the Company in place of existing CFO w.e.f. 1st April, 2015.

Sh. Ajay Kumar Choudhary and Sh. Kapil Choudhary are retiring by rotation in the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company is required to seek Central Government approval for payment of existing remuneration to Shri Ajay Kumar Choudhary, Shri Kapil Choudhary and Shri Sitaram Parthasarathy for a period of 3 years. In case of Shri Ajay Kumar Choudhary, approval is required to be taken w.e.f. 1st April, 2015 to 1st December, 2017 (till the date of his existing tenure of appointment), and in the case of Shri Kapil Choudhary and Shri Sitaram Parthasarathy approval has to be taken for the period from 1st April, 2015 to 31st March, 2018

Brief resume of the Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional areas and names of the companies in which they hold directorship and membership/chairmanships of the Board or its Committees, as stipulated under Clause 49 of the listing agreement entered by the Company with stock exchanges in India, is provided in the Report of Corporate Governance forming part of the Annual Report.

Number of Meetings of the Board

Four meetings of the Board were held during the year. The detailed information of the meetings of the Board held during the year is mentioned in the Corporate Governance Report which forms part to this report.

Declaration by independent directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Annual Evaluation by the Board

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

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. During the year, neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries. The said policy has also been hosted on the website of the company.

Directors' Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the 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;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2015 and of the profit and loss of the company for that period;

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

(d) the directors had prepared the annual accounts on a going concern basis; and

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

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

Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Prior omnibus approval of the Audit Committee was obtained for Related Party Transactions for a period upto 31st March, 2015 and for the financial year 2015-16. The transactions entered into pursuant to the omnibus approval so granted were audited and a statement giving details of all related party transactions were placed before the Audit Committee for its review on a quarterly basis.

The Company has framed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. Since all related party transactions entered into by the Company were in ordinary course of business and were on an arm's length basis, form AOC - 2 is not applicable to the Company.

Significant and Material Orders passed by the Regulators or Courts

There are no significant or material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Auditors

M/s. J C Bhalla & Co., Chartered Accountants, (Registration No. 001111N) have been appointed as Statutory Auditors of the Company at 22nd Annual General Meeting held on 11th September, 2014 to hold office until conclusion of 25th Annual General Meeting for a period of three years, as provided in Section 139 of the Companies Act, 2013, the said appointment is being placed for ratification at the forthcoming Annual General Meeting.

The Company has received a confirmation from M/s. J C Bhalla & Co., Chartered Accountants to the effect that their appointment, if made, at the ensuing AGM would be in terms of Sections 139 and 141 of the Companies Act, 2013 and rules made there under and that they are not disqualified for re-appointment.

Auditors Report

The Auditors' Report read with the Notes to Accounts is self-explanatory and does not call for any further explanation under Section 134 of the Companies Act, 2013, except for the responses in respect of some observations as mentioned here in below.

Directors' view on Auditor's Observations

Directors' response to the various observations of the auditors made in their report, even though explained wherever necessary through appropriate notes to accounts, is reproduced hereunder in compliance with the relevant legal requirements:

Note No. 14 of the Financial Statement qualified by Auditors

Auditors stated that they are unable to comment on the recoverability of advance balance of Rs.19,040,000/-, included under the head "Advance against expenses" in Note No. 14 of the standalone financial statements, for which no provision has been made in the books of account.

Note No. 41 of the Financial Statement qualified by Auditors

The company has an investment of Rs. 204,469,921/- in and has amount recoverable amounting to Rs. 642,244,069/- to Amit Spinning Industries Limited (ASIL), a subsidiary, as on March 31,2015. The accumulated losses of ASIL, at the year end exceeded its net worth. There is also reduction in market value of the investment at the year end by Rs.184,537,898. In the opinion of the management, diminution in this long term investment is due to adverse business conditions in the past. ASIL has started generating EBIDTA and cash profits. In view of these developments, management believes that diminution in the value of investment is of temporary nature and that outstanding would be realised within a reasonable period of time. Accordingly no provision considered necessary in the value of investment held and amount due from ASIL. Note No. 42 of the Financial Statement qualified by Auditors

The Company has an investment of Rs. 561,011,339 and Rs.9,323,779' in its subsidiary Spentex Netherlands B. V. (SNBV) and its step down subsidiary Spentex Tashkent Toytepa LLC (STTL) respectively. Further it has Rs.'70,012,404 as export receivable from STTL and advances recoverable of Rs.95,070,902 in SNBV as on March 31st, 2015. During the period of investment, Government of Uzbekistan (GOU) changed certain laws and policies breaching the investment agreement and rendered operation of STTL not only unviable, but also expropriated its investment. All the assets and liabilities of STTL have been taken over by National Bank of Uzbekistan (NBU- Government of Uzbekistan) and existence of STTL has been liquidated as per bankruptcy laws. In view of this corporate guarantee given by company in respect of STTL liability for deferred payment to Tashkent Toytepa Textile (TTL) stand extinguished. SNBV, which had made around 99% investment in the equity of STTL, had filed request for Arbitration against GOU for Claim through its lawyer before International Center for Settlement Investment Dispute (ICSID). As per the schedule prescribed in the procedural order issued by ICSID, SNBV has filed the memorial on Jurisdictions and Merits on 30th June, 2014. Based on the claim lodged with ICSID, Board of Directors has decided not to make any provision for the aforesaid amounts. In addition to above claim, the company has sent notice to the GOU for indemnifying the further losses caused to company directly or indirectly on account of investment made in Uzbekistan.

Note No. 44 of the Financial Statement qualified by Auditors

Rs. 1,28,30,469 dues from Government Authorities against which company has filed an application for release with concerned authorities. The Company is making effort to recover the same and expects to reduce the outstanding dues significantly. The management is of the opinion that ultimately there would be no losses against these old balances and hence no provision is considered necessary at the stage.

Note No. 4 of the Financial Statement without qualifying by Auditors, have drawn attention:

The Company has not allotted shares against the share application amount of Rs.110,950,000/- which was brought in by the promoters in more than one installments under restructuring scheme approved by the Bankers. However, the company has not complied with the provisions of Section 42 of the Companies Act, 2013.

Note No. 43 of the Financial Statement without qualifying by Auditors, have drawn attention:

As on March 31,2012, the accumulated losses of the Company had exceeded its net worth. Accordingly company in compliance with the provisions of section 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985 filed a reference with Board for Industrial and Financial Restructuring (BIFR). The Company's operations were adversely affected in 2011-12 due to adverse Govt. policies and high volatility of Raw Material prices. Further, considering the change in scenario, recent performance and trends of the company as well as overall industry outlook, the management believes that losses incurred in the past would reasonably be made good, in due course. The financial statements, as such have been prepared on a going concern basis on the strength of management's plan of revival including reorganization of business. Note No. 44 of the Financial Statement without qualifying by Auditors, have drawn attention:

Trade receivables, advance balances and receivables amount aggregating to Rs. 6,371,477, Rs. 27,314,712, Rs. 17,869,256 respectively due from certain parties where payments are not forthcoming. Against the above, the Company has filed a suit for recovery. The Company is making effort to recover the same and expects to reduce the outstanding dues significantly. Based on outcome of the legal suit coupled with further negotiations with these parties, the management is of the opinion that ultimately there would be no losses against these old balances and hence no provision is considered necessary at the stage.

Note No. 45of the Financial Statement without qualifying by Auditors, have drawn attention:

The company has applied to Securities & Exchange Board of India (SEBI) seeking exemption for maintaining at least 15% of the amount of its debenture maturing during the financial year 2013-14 vide circular no 04/2013 dated 11-Feb-2013 issued by Ministry of Corporate Affair, which is still awaited.

Note No. 46 of the Financial Statement without qualifying by the Auditors, have drawn attention:

The outstanding balance as on 31st March, 2014 in respect of certain trade receivables, trade payables and loans & advances are subject to confirmation/reconciliation and consequential adjustment if any, from the respective parties. The management, however, does not expect any material variations.

Cost Auditors

Sh. Rajesh Goyal, Cost Accountant of M/s. K G Goyal & Associates, Cost Accountants (Firm Registration No.000024) has been appointed as Cost Auditors to carry out audit of the Cost Accounts maintained by the Company for the financial year 2015-16.

Secretarial Auditor & Audit Report:

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Company has appointed M/s. Loveneet Handa & Associate, Practicing Company Secretary (having CP No. 10753 & Membership No. 25973) as Secretarial Auditor to carry out the secretarial audit for the financial year 2014-2015.

The Secretarial Audit Report for the financial year ended March 31,2015 is annexed herewith as Annexure I to this Report.

There are no qualifications or observations or remarks made by the Secretarial Auditors in their Report.

Internal Auditors

Pursuant to section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, the Company has appointed Dr. Sunil Kumar Gupta as Internal Auditor of the Company.

Internal Control Systems and Adequacy

The Company has adequate system of internal control with regard to various business processes, financial reporting and compliance with applicable laws and regulations, etc. with clearly defined roles and responsibilities for all managerial positions. All operating parameters are continuously monitored and controlled.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective actions in their respective areas and thereby further strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Extract of the Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure-2 to this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Company has implemented energy conservation methods and such action has resulted into major savings in energy consumption as well as in cost control. The information as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is set out in the Annexure - 3 to this Report.

Particulars of Employees

List of the employees who have received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with the Companies(Particulars of Employees) Rules, 1975, as amended, shall be made available to any shareholder on a specific request made by him in writing on or before 30th September, 2015.

Deposits

The Company has not accepted or renewed any deposit during the year and there are no outstanding and/or overdue deposits as at 31st March, 2015.

Particulars of Loans, Guarantees or Investments

Details of loans, Guarantees and Investments covered under the provision of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Corporate Social Responsibility

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Corporate Social Responsibility (CSR) Committee of the Board has been constituted on 28th May, 2014, inter alia, to formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company and monitor the same from time to time. The composition of committee is disclosed in Corporate Governance Report forming part to this report. The CSR policy has also been hosted on the website of the company Risk Management

A Risk Management Committee has been constituted to oversee the risk management process in the Company as required under the Companies Act, 2013 and Clause 49 of the Listing Agreement. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report. The Risk Management Policy has also been hosted on the website of the Company Vigil Mechanism

The Company has framed and implemented a vigil mechanism named as Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy are provided in the Corporate Governance Report and also posted on the website of the Company.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Dividend

During the year under review, the Company has no distributable profits hence your Directors do not recommend payment of any dividend. Transfer of Reserves

During the year, the Company has not transferred any amount to reserves.

Material changes between the date of Board Report and end of Financial Year

There have been no material changes and commitments, if any, 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 the report.

Human Resources/Industrial Relations

The Company and its management value the talent, commitment and dedication of its employees and acknowledge their contribution. All employees in the Company work as a team and integral part of the family, sharing their ideas and concerns through discussions, Town Hall meetings and intranet network installed across the units.

Industrial Relations scenario at all units continues to be healthy and enthusiastic.

Information Technology

Information Technology continues to be an integral part of your company's business strategy. The Company is working on SAP platform integrating all its units located at different places/locations, its business processes, financial parameters, customer transactions and people, effectively on real time basis.

Change in the nature of Business

There is no change in the nature of the business of the company.

Corporate Governance and Management Discussion and Analysis

As stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchanges, a report on Corporate Governance is attached separately as a part of the Annual Report and the Management Discussion and Analysis (MD & A) is also included in this report so that duplication and overlapping between Directors' Report and a separate MD & A is avoided and the entire information is provided in a composite and comprehensive manner.

Listing of Shares

Presently Company's shares are listed and traded at the BSE Ltd., Mumbai (BSE) and National Stock Exchange of India, Mumbai (NSE), for which annual Listing Fee has been paid by the Company, till 31st March, 2016.

Conclusion

Your Company enjoys leadership position in domestic market with strong competitive advantage in the export segment. However due to sluggish market and consequent losses in the recent past, the Company is currently in consolidation mode. We shall, however continue to explore the opportunities to make investments and progress to further strengthen our leadership position.

Acknowledgments

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Governments authorities, Regulatory authorities, Stock Exchanges, stakeholders, customers and vendors for their continued support and co-operation, and for the trust reposed by them in the Management. Your Directors also wish to thank all the employees of the Company for their commitment and contributions.

For and on behalf of Board of Directors

Sd/- Place: New Delhi Ajay Kumar Choudhary Dated: August 13, 2015 Chairman

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 22nd Annual Report together with the Audited Accounts for the year ended March 31,2014.

FINANCIAL RESULTS

The highlights of the financial results for the year ended 31st March, 2014 are as under: (Rs in Crores)

Particulars 2013-2014 Consolidated Standalone

Net Sales (Turnover) 1142.94 1142.90

Other Income 16.49 13.87

EBIDTA 87.07 87.96

Financial charges 92.48 81.04

Depreciation 22.31 18.21

Profit/(Loss) before tax (PBT) (27.72) (11.29)

Extra ordinary items (income)/ - - Impairment loss @ Fixed Assets

Exceptional Items - -

Net Profit from Operations (27.77) (11.29)

Prior Period Items 0.57 0.57

Tax expenses - -

Net Profit/(Loss) (28.29) (11.86)

EPS (0.49) (1.32)

Particulars 2012-2013 Consolidated Standalone

Net Sales (Turnover) 1190.72 1129.66

Other Income 27.66 20.75

EBIDTA 119.33 126.24

Financial charges 88.57 76.81

Depreciation 75.43 26.20

Profit/(Loss) before tax (PBT) (44.67) 23.23

Extra ordinary items (income)/ (402) _ Impairment loss @ Fixed Assets

Exceptional Items - -

Net Profit from Operations (40.65) 23.23

Prior Period Items 2.65 2.65

Tax expenses - -

Net Profit/(Loss) (43.30) 20.58

EPS (0.49) 234

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

The Indian Textile Industry is the one of leading Industry in the World and is one of the oldest, largest and significant industrial sectors in India. The Textile Industry is providing basic necessity and an important contributor to the GDP, employment, Industrial output and exports of India. Considering the demand in Asian Markets, the Indian textile producers are taking advantage of the current situation and have increased their exposure in these emerging markets. During the year 2013-14 the exports of textile industry has increased by 15-20% and is expected to touch around US$ 220 billion by 2020. The export opportunities are opening up for Indian Cotton/Synthetic Yarn in overseas markets and the same is bound to increase exports volume.

During the Fiscal 2013-14 under review, the cost of production has considerably increased owing to the increase in power tariff, production loss, fortnight increase of fuel prices, procurement of raw material at higher price and due to shortage of working capital funds etc, leading to decrease in EBITA levels. While the management has increased its sales volume as compared to last year but the factors like, the inadequate working capital limits and adverse external environment has impacted the margins negatively.

Further the Government''s sudden decision for removal of the exports benefits under focus market scheme (FMS) on cotton yarn, has decreased, the yarn exports by 20%, coupled with lower demand from key markets of the US & EU has adversely affected the operations of your Company and it could not achieve expected margins. However, with the gradual improvement in business dynamics viz. restoration of TUF subsidy, removal of ban on export of cotton yarn, upward revision of duty drawback rates on some of the textile products and revival of demand from the US market alongwith continued weakness of rupee against US dollar, Spentex is quite confident for improvement in its operational performance in near future.

FINANCIAL ANALYSIS AND PERFORMANCE REVIEW

During the Fiscal 2013-14 under review, your company has suffered production losses due to increase in Production cost and inadequate margins. Frequent increases in power tariff and fuel prices, higher payment for procurement of raw material and sudden glut in the domestic & international market has lead to decrease in EBITA levels. Inadequate working capital limits and adverse external environment also impacted the margins negatively.

The financial performance of the Company has been presented in two parts, as under:

(i) Spentex Industries Limited (Standalone) which excluded the performance of its subsidiaries and step-down subsidiaries.

(ii) Spentex Industries Limited (Consolidated) which included the performance of its subsidiaries and step-down subsidiaries. The Consolidated Financial Statements have brought out comprehensively the performance of Spentex Group of companies and are more relevant for understanding the overall performance of Spentex Group.

SEGMENT-WISE PERFORMANCE Yarn Manufacturing

During the year under review, your Company on standalone basis has manufactured 68941.08 MT of yarn as compared to 55100.47 MT of yarn produced during the previous year.

PERFORMANCE OF SUBSIDIARIES

The details of turnover and overall performance of material subsidiary companies is as under:

Amit Spinning Industries Ltd., India: During the year under review, due to financial constraints, the subsidiary could although manufacture 5123.08 MT of yarn under job work basis as compared to 4983.01 MT of yarn produced under job work basis in the previous year, yet it could not utilize its full capacity. However, during the current year its operations have improved and it would try utilizing its capacity to full extent. The Company has its manufacturing facilities at Kolhapur, Maharashtra with a capacity of 30,672 spindles.

Spentex Tashkent Toytepa LLC, Uzbekistan (STTL) & Spentex Netherlands B.V, Netherlands (SNBV): During the period of investment, Government of Uzbekistan (GOU) changed certain laws and policies breaching the investment agreement and rendered operation of STTL not only unviable, but also expropriated its investment. SNBV (a subsidiary company), which had made around 99% investment in the equity of STTL, has filed request for Arbitration against GOU for its Investment Dispute Claim through its lawyer before International Center for Settlement of Investment Dispute (ICSID). As per the schedule prescribed in the Procedural Order issued by ICSID, SNBV has filed the memorial on Jurisdictions and Merits on 30th June, 2014.

Schoeller Litvinov k.s., Czech Republic: During the year under review, the step down subsidiary could only manufacture 1525.31 MT of yarn as compared to 2530.40 MT of yarn produced during the previous year, due to adverse market conditions and financial constraints. The Company has manufacturing unit situated at Czech Republic with a capacity of 59,000 spindles.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company has adequate internal control systems for business processes, with regards to efficiency of operations, financial reporting and controls, compliance with applicable laws and regulations, etc. Clearly defined roles and responsibilities down the line for all managerial positions have also been institutionalized. All operating parameters are monitored and controlled. Regular internal audits and checks to ensure that responsibilities are being executed effectively are carried out. The Audit Committee of the Board of Directors also reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them, from time to time.

MANAGEMENT PERCEPTION ON OPPORTUNITIES, RISKS, CONCERN & OUTLOOK

Rebounding of economic growth in key export destinations, the Indian Textile Industry is reasonably expected to bounce back its margins from negative to stable. Indian Yarn manufactures are further likely to be benefited in the Fiscal 2014-15 due to decreased yarn exports from China and simultaneous increase in demand for its exports in overseas market and as well Asian domestic market, which will in turn improve the fortunes of textile sector. With market oriented product mix, high value added products developed by the management of Spentex, the production-Sell of yarn is likely to go up and Company is optimistic to achieve better margins in near future.

Devaluation of Indian Rupee has continued to offer an opportunity of short term benefit to Textile Industry to optimize its day to day sales volumes and margins, by increased exports. Continued subsidy benefits under the revised TUF scheme, focus market scheme and reinstating of export incentives, are further likely to help Spentex to improve its margins.

However, any change in demand pattern from key markets of the US and EU, which are still reeling under recessionary condition could impact dip in exports, besides high import duty imposed by China against textile imports, uncertainty in fuel prices, strengthening of Indian rupee and inconsistent change in government policies etc are other factors which may impact margins in coming years.

Whereas, factors like formation of Stable Government, increase in demand of cotton yarn in domestic market and talk of economic reforms of new Government, have already improved market sentiments and the same is resulting in showing some recovery signs in the business environment prevailing since last year and further with the support of company bankers, your directors believe that sales volumes are reasonably expected to increase and consequently margins are also expected to be strengthened in due course.

HUMAN RESOURCES/INDUSTRIAL RELATIONS

The Company and its management value the talent, commitment and dedication of its employees and acknowledge their contribution. Consequently, the employee turnover is negligible. Everybody, in the Company is working as a team and is an integral part of the family, sharing their ideas and concerns through conclaves, Town Hall meetings and intranet network installed across the units and is instrumental in making your Company, a globally admired company. Management of your Company believes that it is an integration of human resources and business strategy that has culminated into its success. High performance orientation is the pivot of the HR philosophy of the Company and all the HR policies and strategies are centered on the same.

Industrial Relations scenario at all units continues to be healthy and enthusiastic.

CONSOLIDATED FINANCIAL STATEMENTS IN RESPECT TO SUBSIDIARIES

The Company, having five subsidiaries/step down subsidiaries, the Board of Directors at their meeting held on 14th February, 2014 approved to disclose the financial information of the subsidiary companies in the Annual Report as per format approved by the Board. Accordingly, the Balance Sheet and Profit & Loss Account and other documents of subsidiary companies are not being attached with the Balance Sheet of the Company. These documents will however be available for inspection at the registered office of the Company during business hours. The Consolidated Financial Statements presented by the Company includes financial results of its subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Accounting Standard AS-21 of Institute of Chartered Accountants of India, (ICAI) an audited Consolidated Financial Statement read with Accounting Standard AS-23 of ICAI in respect of Investments in Associates, has been provided in the Annual Report. INFORMATION TECHNOLOGY

Information Technology continues to be an integral part of your company''s business strategy. The Company is working on SAP platform integrating all its units located at different places/locations, its business processes, financial parameters, customer transactions and people, effectively on real time basis. Besides, it minimizes the chances of manipulation of accounts by any individual.

DIVIDEND

During the year under review, the Company has no distributable profits hence your Directors do not recommend payment of any dividend. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchanges, a report on Corporate Governance is attached separately as a part of the Annual Report and the Management Discussion and Analysis (MD & A) is also included in this report so that duplication and overlapping between Directors'' Report and a separate MD & A is avoided and the entire information is provided in a composite and comprehensive manner.

DIRECTORS

Mr. Amrit Agrawal is retiring by rotation in the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment. During the year, subject to approval of shareholders in the ensuing General Meeting, the members of Remuneration Committee and Board of Directors at their respective meetings held on 13th November, 2013, have re-appointed Mr. Ajay Kumar Choudhary as Chairman for another term of 4 years w.e.f. 02-12-2013, Mr. Kapil Choudhary as Dy. Managing Director and Mr. Sitaram Parthasarthy as Director Works, both for another term of 5 years w.e.f. 02-12-2013.

Pursuant to Section 149 and 152 of Companies Act, 2013 and applicable provisions, Mr. Prem Malik, Mr. R K Thapliyal, Mr. Shyamal Ghosh, Mr. D.P. Singh, and Mr. Deepak Diwan, being the Independent Directors of the Company are proposed to be re- appointed as Independent Directors for a period of five years effecting from the ensuing Annual General Meeting.

Brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of the companies in which they hold directorship and membership/chairmanships of the Board or its Committees, as stipulated under Clause 49 of the listing agreement entered by the Company with stock exchanges in India, is provided in the Report of Corporate Governance forming part of the Annual Report.

AUDITORS

The Auditors of the Company M/s. J C Bhalla, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment for a period of three financial years.

AUDITORS REPORT

The Auditors'' Report read with the Notes to Accounts is self-explanatory and do not call for any further explanation under Section 217 (3) of the Companies Act, 1956, except for the responses in respect of some observations as mentioned here in below.

DIRECTORS'' VIEW OF AUDITOR''S OBSERVATIONS

Directors'' response to the various observations of the auditors made in their report, even though explained wherever necessary through appropriate notes to accounts, is reproduced hereunder in compliance with the relevant legal requirements:

Note No. 41 of the Financial Statement qualified by Auditors

The company has an investment of Rs.20,44,69,921/- in and has amount recoverable amounting to Rs 54,82,77,206/- to Amit Spinning Industries Limited (ASIL), a subsidiary, as on March 31,2014. The accumulated losses of ASIL, at the year end exceeded its net worth. There is also reduction in market value of the investment at the year end by Rs 19,60,77,490. In the opinion of the management, diminution in this long term investment is due to adverse business conditions in the past. Management believes that diminution in the value of investment is of temporary nature and that outstanding would be realised within a reasonable period of time. Accordingly no provision considered necessary in the value of investment held and amount due from ASIL.

Note No. 42 of the Financial Statement qualified by Auditors

The Company has an investment of Rs 56,10,11,339 and Rs 93,23,779 in its subsidiary Spentex Netherlands B. V. (SNBV) and its step down subsidiary Spentex Tashkent Toytepa LLC (STTL) respectively. Further it has Rs 7,00,12,404 as export receivable from STTL and advances of Rs 9,50,70,902 in SNBV as on March 31,2014. During the period of investment, Government of Uzbekistan (GOU) changed certain laws and policies by breaching the investment agreement and rendered operation of STTL unviable and insolvency proceedings have been initiated against it. Since investment agreement entered between GOU and company, Treaties entered between countries were breached, Company has initiated Arbitration proceeding against GOU for protection of investment and dues & compensation dispute Claim in International Centre for Settlement of Investment Dispute (ICSID) SNBV appointed various experts to assess losses suffered by the company. Based on the reports and claims lodged with ICSID, Board of Director''s have decided not to make any provision for the aforesaid amounts.

Note No. 43 of the Financial Statement without qualifying Auditors, have drawn attention:

As on March 31,2012, the accumulated losses of the Company had exceeded its net worth. Accordingly company in compliance with the provisions of section 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985 filed a reference with Board for Industrial and Financial Restructuring (BIFR). The Company''s operations were adversely affected in 2011-12 due to adverse Govt policies and high volatility of Raw Material prices. Further, considering the change in scenario, recent performance and trends of the company as well as overall industry outlook, the management believes that losses incurred in the past would reasonably be made good, in due course. The financial statements, as such have been prepared on a going concern basis on the strength of management''s plan of revival including reorganization of business. Note No. 44 of the Financial Statement without qualifying by Auditors, have drawn attention:

Trade receivables, advance balances and receivables amount aggregating to Rs 63,71,477, Rs 2,73,14,712, Rs 17,869,256 respectively due from certain parties where payments are not forthcoming. Against the above, the Company has filed a suit for recovery. In addition to above for Rs 1,28,30,469 dues from Government Authorities company filed an application for release with concerned authorities. The Company is making effort to recover the same and expects to reduce the outstanding dues significantly. Based on outcome of the legal suit coupled with further negotiations with these parties, the management is of the opinion that ultimately there would be no losses against these old balances and hence no provision is considered necessary at the stage.

Note No. 45 of the Financial Statement without qualifying by Auditors, have drawn attention:

The company has applied to Securities & Exchange Board of India (SEBI) seeking exemption for maintaining at least 15% of the amount of its debenture maturing during the financial year 2013-14 vide circular no 04/2013 dated 11-Feb-2013 issued by Ministry of Corporate Affair, which is still awaited

Note No. 46 of the Financial Statement without qualifying by Auditors, have drawn attention:

The outstanding balance as on 31st March, 2014 in respect of certain trade receivables, trade payables and loans & advances are subject to confirmation/reconciliation and consequential adjustment if any, from the respective parties. The management, however, does not expect any material variations COST AUDITORS

Mr. Rajesh Goyal, a Cost Accountant of M/s. K G Goyal & Associates, Cost Accountants has been appointed to carry out audit of the Cost Accounts maintained by the Company for the financial year ending 31st March, 2014. The Central Government has approved the appointment of Mr. Rajesh Goyal, Cost Accountant to conduct the audit of the Cost Accounts of the Company for the financial year ending 31st March, 2014 for the product "Textile". Cost Auditor would submit its report to concerned authorities in due course, in terms of applicable rules, guidelines and statutory provisions.

FIXED DEPOSITS

The Company has not accepted any deposit during the year and there are no outstanding and/or overdue deposits as at 31st March, 2014. LISTING OF SHARES

Presently Company''s shares are listed and traded at the Bombay Stock Exchange Ltd., Mumbai (BSE) and National Stock Exchange of India, Mumbai (NSE), for which annual Listing Fee has been paid by the Company, till 31st March, 2015.

DIRECTORS'' RESPONSIBILITY STATEMENT Your Directors hereby state and confirm that:

i) in preparing the Annual Accounts for the year ended 31st March 2014 all the applicable Accounting Standards have been followed,

ii) accounting policies were adopted and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2014,

iii) proper and sufficient care for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act for safeguarding the assets of the Company and for preventing / detecting fraud and irregularities has been taken and

iv) the Annual Accounts have been prepared on a "going concern" basis.

PARTICULARS OF EMPLOYEES

In terms of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1) (b)(iv) of the Companies Act, 1956 the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Company has implemented energy conversion methods and such action has resulted into major savings in energy consumption as well as in cost control. However the information as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is set out in the Annexure - I; the same is forming part of this Report.

INDUSTRIAL RELATIONS

The industrial relations during the year under review remained harmonious and cordial. Your Directors wish to place on record their appreciation for the wholehearted co-operation received from all the employees at various units/divisions of the Company.

CONCLUSION

Your Company enjoys the leadership position in domestic market with strong competitive advantage in the export segment. However due to losses in recent past, the Company is in consolidation mode. We will, however continue to explore the opportunities to make investments and progress to further strengthen our leadership position.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Governments authorities, Regulatory authorities, Stock Exchanges, stakeholders, customers and venders for their continued support and co-operation, and also thank them for their trust reposed in the Management. Your Directors also wish to thank all the employees of the Company for their commitment and contributions.

For and on behalf of Board of Directors

Sd/- Place: New Delhi Ajay Kumar Choudhary Dated: August 13, 2014 Chairman

Mar 31, 2013

Dear Members,

The Directors are pleased to present the 21st Annual Report together with the Audited Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS

The highlights of the financial results for the year ended 31st March, 2013 are as under:

(Rs.in Crores)

Particulars 2012-2013 2011-2012 Consolidated Standalone Consolidated Standalone

Net Sales (Turnover) 1,190.72 1,129.66 1,090.60 967.84

Other Income 27.66 20.75 7.68 15.41

EBIDTA 119.34 126.24 (81.66) (30.43)

Financial charges 88.57 76.81 97.09 85.42

Depreciation 75.43 26.20 78.17 33.08

Profit/(Loss) before tax (PBT) (44.66) 23.23 (256.52) (149.42)

Extra ordinary items (income) (4.02) 0.41 0.41

Impairment loss @ Fixed Assets

Exceptional Items 16.74 48.59

Net Profit from Operations (40.64) 23.23 (273.67) (198.42)

Prior period expenses 2.65 2.65

Tax expenses 3.03 3.03

Net Profit/(Loss) (43.29) 20.58 (276.70) (201.45)

EPS (0.49) 2.34 (33.31) (24.25)

CONSOLIDATED FINANCIAL STATEMENTS IN RESPECT TO SUBSIDIARIES

The Company is having six subsidiaries/ step down subsidiaries. Pursuant to SEBI Circular No. 2/2011 dated 08.02.2011, the Board of Directors at their meeting held on 13th February, 2013 approved to disclose the financial information of the subsidiary companies in the Annual Report as per format approved by the Board. Accordingly, the Balance Sheet and Profit & Loss Account and other documents of subsidiary companies are not being attached with the Balance Sheet of the Company. These documents will however be available for inspection at the registered office of the Company during business hours. The Consolidated Financial Statements presented by the Company includes financial results of its subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Accounting Standard AS-21 of Institute of Chartered Accountants of India, (ICAI) an audited Consolidated Financial Statement read with Accounting Standard AS-23 of ICAI in respect of Investments in Associates, is has been provided in the Annual Report.

INFORMATION TECHNOLOGY

Information Technology continues to be an integral part of your company''s business strategy. The Company is working on SAP platform integrating all its units located at different places/locations, which integrates its business processes, financial parameters, customer transactions and people, effectively on real time basis. Besides it minimizes the chances of manipulation of accounts by any individual.

DIVIDEND

During the year under review, the Company has no distributable profits hence your Directors do not recommend payment of any dividend.

ISSUE OF EQUITY SHARES

During the year under review, your Company has issued and allotted 51,00,000 equity shares of Rs. 10/- each on 8th October, 2012 to CLC Technologies Private Limited, a promoters group Company in terms of CDR rework package which rank pari passu with the existing equity shares. Accordingly, the paid-up capital of the Company has been increased from Rs. 83,27,20,360 to Rs. 883,720,350/-consisting of 8,83,72,035 equity shares of Rs. 10/- each.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

The Company informs herewith to all its shareholders whose dividend still remained unclaimed for the year 2004-05 (declared by erstwhile Indo Rama Textiles Limited, which has since been amalgamated with the Company) that pursuant to Section 205A of the Companies Act, 1956, the Company is required to transfer unpaid and unclaimed dividend to Investor Education & Protection Fund on completion of 7 years of transferring of unpaid dividend into unpaid dividend account. Accordingly, Company is taking appropriate steps in this regard.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchanges, a report on Corporate Governance is attached separately as a part of the Annual Report and the Management Discussion and Analysis (MD & A) is also included in this report so that duplication and overlapping between Directors'' Report and a separate MD & A is avoided and the entire information is provided in a composite and comprehensive manner.

DIRECTORS

Shri Ajay Kumar Choudhary, Shri Kapil Choudhary and Shri Sitaram Parthasarathy are retiring by rotation in the forthcoming Annual General Meeting and being eligible, they offer themselves for re-appointment. Further, subject to approval of shareholders in the ensuing General Meeting and Central Government, the members of Remuneration Committee and Board of Directors at their meeting held on 13th February, 2013, have re-appointed Shri Mukund Choudhary as Managing Director and Shri Amrit Agrawal as Director Finance for another term of 5 years.

Brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of the companies in which they hold directorship and membership/chairmanships of the Board or its Committees, as stipulated under Clause 49 of the listing agreement with stock exchanges in India, is provided in the Report of Corporate Governance forming part of the Annual Report.

AUDITORS

M/s. J C Bhalla, Chartered Accountants who are the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956. The Board recommends for their re-appointment.

DIRECTORS'' VIEW OF AUDITOR''S OBSERVATIONS

Directors'' response to the various observations of the auditors made in their report, even though explained wherever necessary through appropriate notes to accounts, is reproduced hereunder in compliance with the relevant legal requirements :

Note No. 41 of the Financial Statement qualified by Auditors

''The company has an investment of Rs. 20,44,69,921/- in and has amount recoverable amounting to Rs. 47,10,47,260/- from Amit Spinning Industries Limited (ASIL), a subsidiary, as on March 31, 2013. The accumulated losses of ASIL, at the year end exceeded its net worth. There is also reduction in market value of the investment at the year end by Rs. 18,18,10,358. In the opinion of the management, diminution in this long term investment is due to adverse business conditions in the past. ASIL has started generating EBIDTA and cash profits. In view of these developments, management believes that diminution in the value of investment is of temporary nature and that outstanding would be realised within a reasonable period of time. Accordingly no provision considered necessary in the value of investment held and amount due from ASIL.''

Note No. 42 of the Financial Statement without qualifying Auditors, have drawn attention:

The Company has an investment of Rs. 56,10,11,339 and Rs. 93,23,779 in its subsidiary Spentex Netherlands B. V. (SNBV) and its step down subsidiary Spentex Tashkent Toytepa LLC (STTL) respectively. Further it has Rs. 7,00,12,404 as export receivable from STTL and advances of Rs. 9,50,70,902 in SNBV as on March 31, 2013. During the period of investment Government of Uzbekistan changed certain laws and policies by breaching the investment agreement and rendered operation of STTL unviable. Since treaties entered between the Governments of India and Uzbekistan and the Investment agreement entered between Govt. of Uzbekistan and STTL were breached, company has issued notice claiming in excess of USD 100 Mn. towards protection of investment and payment of dues & compensation for the losses suffered by the company. Company has since been making all possible efforts to settle the same amicably with the Govt. of Uzbekistan, failing which arbitration proceeding would be initiated by the company to recover its Investment and claims. In view of the legal opinion and claim lodged with the Govt of Uzbekistan, the Directors have decided not to make any provision for diminution in value of investment at this stage.

Note No. 43 of the Financial Statement without qualifying Auditors, have drawn attention:

Trade receivables and advance balances include amount aggregating to Rs. 63,71,477/- and Rs. 2,73,14,712/- respectively due from certain parties where payments are not forthcoming. Against the above, the Company has filed a suit for recovery. The Company is making effort to recover the same and expects to reduce them significantly. Based on outcome of the legal suit coupled with further negotiations with these parties, the management is of the opinion that ultimately there would be no losses against these old balances and hence no provision is considered necessary at the stage.

Note No. 47 of the Financial Statement without qualifying by Auditors, have drawn attention:

As on March 31, 2012, the accumulated losses of the Company had exceeded its net worth. Accordingly company in compliance with the provisions of section 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985 filed a reference with Board for Industrial and Financial Restructuring (BIFR). The Company''s operations were adversely affected in 2011-12 due to adverse Govt policies and high volatility of Raw Material prices. Further, considering the change in scenario, recent performance and trends of the company as well as overall industry outlook, the management believes that losses incurred in the past would reasonably be made good, in due course. The financial statements, as such have been prepared on a going concern basis on the strength of management''s plan of revival including reorganization of business.

COST AUDITORS

Pursuant to a directive of the Central Government, your Company is required to get Cost Audit conducted for the product "Textile" for every year until further notice. Accordingly Shri Rajesh Goyal, a Cost Accountant of M/s. K G Goyal & Associates, Cost Accountants was appointed to carry out audit of the Cost Accounts maintained by the Company for the financial year ending 31st March, 2013. Cost Auditor would submit its report to concerned authorities in due course, in terms of applicable rules, guidelines and statutory provisions.

FIXED DEPOSITS

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

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, your Directors hereby state and confirm that:

i) in preparing the Annual Accounts for the year ended 31st March 2013 all the applicable Accounting Standards have been followed,

ii) accounting policies were adopted and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2013,

iii) 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 / detecting fraud and irregularities has been taken and iv) the Annual Accounts have been prepared on a "going concern" basis.

PARTICULARS OF EMPLOYEES

In terms of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1) (b)(iv) of the Companies Act, 1956 the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Company has implemented energy conversion methods and such action has resulted into major savings in energy consumption as well as in cost control and new products also been developed. However the information as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is set out in the Annexure Â I; the same is forming part of this Report.

INDUSTRIAL RELATIONS

The industrial relations during the year under review remained harmonious and cordial. Your Directors wish to place on record their appreciation for the wholehearted co-operation received from all the employees at various units/divisions of the Company.

CONCLUSION

Your Company enjoys the leadership position in domestic market with strong competitive advantage in the export segment. However due to losses in recent past, the Company is in consolidation mode. We will, however continue to explore the opportunities to make investments and progress to further consolidate our leadership position.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Governments authorities, Regulatory authorities, Stock Exchanges, stakeholders, customers and venders for their continued support and co-operation, and also thank them for the trust reposed in the Management. Your Directors also wish to thank all the employees of the Company for their commitment and contributions.

For and on behalf of Board of Directors

Place: New Delhi Ajay Kumar Choudhary

Dated: May 29, 2013 Chairman

Mar 31, 2011

The Directors are pleased to present the 19th Annual Report together with the Audited Accounts for the year ended March 31, 2011.

FINANCIAL RESULTS

The highlights of the financial results for the year ended 31st March, 2011 are as under: (Rs. in Crores)

Particulars 2010-2011 2009-2010 Consolidated Standalone Consolidated Standalone

Net Sales (Turnover) 1604.32 1027.00 1223.38 732.22

Other Income 64.44 51.74 61.04 47.74

EBIDTA 210.29 151.63 109.72 81.86

Financial charges 93.24 80.05 80.19 69.16

Depreciation 74.24 34.08 75.29 35.04

Extra Ordinary Items (Income) - - 32.04 -

Profit/(Loss) before tax (PBT)42.82 37.50 (45.06) (22.34)

Fringe benefit tax - - 0.02 0.02

Net Profit from Operations 42.82 37.50 (45.08) (22.36)

Impairment loss @ Fixed Assets41.07 - - -

Net Profit/(Loss) 1.75 37.50 (45.08) (22.36)

EPS 0.23 4.87 (10.79) (3.13)

DIVIDEND

During the year the Company has no distributable profits hence your Directors do not recommend any dividend.

ISSUE OF EQUITY SHARES ON CONVERSION OF SHARE WARRANTS

During the year under review, your Company has issued and allotted 75,89,000 equity shares on 13th August, 2010 and 31st March, 2011 to CLC Technologies Private Limited, a promoters group Company in respect to option exercised by warrant holder to convert same number of share warrants at a price of Rs.16.95 (including premium of Rs. 6.95). Accordingly, the paid-up capital of the Company has been increased from Rs. 737,330,350/- to Rs. 813,220,350/- consisting 81,322,035 equity shares of Rs. 10/- each.

TRANSFER OF INVESTOR EDUCATION & PROTECTION FUND

The Company informs herewith all its shareholders whose dividends are unclaimed for the year 2003-04 (declared by erstwhile Indo Rama Textiles Limited, which has since been amalgamated with the Company) that pursuant to Section 205A of the Companies Act, 1956, the Company is required to transfer unpaid and unclaimed dividend to Investor Education & Protection Fund on completion of 7 years of transferring into unpaid dividend account and shall ensure that they receive their rightful dues. Company is taking appropriate steps in this regard.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchanges, a report on Corporate Governance is attached separately as a part of the Annual Report and the Management Discussion and Analysis (MD & A) is also included in this report so that duplication and overlap between Directors Report and a separate MD & A is avoided and the entire information is provided in a composite and comprehensive manner.

DIRECTORS

Shri R K Thapliyal, Shri Prem Malik and Shri Shyamal Ghosh are retiring by rotation in the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. During the year, the five year term of Shri Ajay Kumar Choudhary, Chairman, Shri Kapil Choudhary, Deputy Managing Director and Shri Sitaram Parthasarathy, Director Works ceased on 1st December, 2010. The Remuneration Committee and Board of Directors, subject to requisite approvals, re-appointed them for another term of 3 years w.e.f. 2nd December, 2010.

Brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorship and membership/chairmanships of Board Committees, as stipulated under Clause 49 of the listing agreement with stock exchanges in India, is provided in the Report of Corporate Governance forming part of Annual Report.

AUDITORS

M/s. J C Bhalla, Chartered Accountants who are the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their re- appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956. The Board recommends their re- appointment.

DIRECTORS VIEW ON AUDITORS OBSERVATIONS

Directors response to the various observations of the auditors even though explained wherever necessary through appropriate notes to accounts, is reproduced hereunder in compliance with the relevant legal requirements.

Reference Para 4 of the Auditors Report

Schoeller Litvinov k.s. (SLKS), the Czech step-down subsidiary of the Company, had registered losses during the year and earlier financial years due to economic slowdown. This step down subsidiary had submitted a re-organization plan seeking deferment of payment to Secured creditors, and proportionate waiver of unsecured liabilities which has since been approved by the court. The Company believes that the reorganization plan, considering improvement in the global textile market, will turn around this subsidiary, so as to make good its losses in a foreseeable period and will also place this subsidiary in a position to repay the liabilities in due course. Accounts and other receivables Rs. 327,965,283 (Previous Year 468,986,120) is due from SLKS as at March 31, 2011. Accordingly, provision against these Accounts and other receivables is not considered necessary at this stage.

In view of developments, Company believes in future with the financial viability of this subsidiary such amounts would be realized within a reasonable period of time.

COST AUDITORS

The Central Government had directed an audit of the cost accounts maintained by the Company in respect of textile business. The Central Government has approved the appointment of Shri Rajesh Goyal, a Cost Accountant of M/s. K G Goyal & Associates, Cost Accountants to conduct the audit of the Cost Accounts of the Company for the financial year ending 31st March, 2011 for the product ÃTextileÃ.

FIXED DEPOSITS

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, your Directors hereby state and confirm that: i) in preparing the Annual Accounts for the year ended 31st March 2011 all the applicable Accounting Standards have been followed,

ii) accounting policies were adopted and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011,

iii) 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 / detecting fraud and irregularities has been taken and

iv) the Annual Accounts have been prepared on a "going concern" basis.

PARTICULARS OF EMPLOYEES

In terms of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure to the Directors Report. However, as per the provisions of Section 219(1) (b)(iv) of the Companies Act, 1956 the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure Ã I to the Directors Report.

INDUSTRIAL RELATIONS

The industrial relations during the year under review remained harmonious and cordial. Your Directors wish to place on record their appreciation for the wholehearted co-operation received from all the employees at various units/divisions of the Company.

CONCLUSION

Your Company enjoys a leadership position in domestic market with strong competitive advantage in export segment. The Company now stands at the cusp of the next phase of growth. We will continue to make investments and progress to further consolidate our leadership position.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Governments authorities, Regulatory authorities, Stock Exchanges, stakeholders, customers and venders for their continued support and co-operation, and also thank them for the trust reposed in the Management. Your Director also wishes to thank all the employees of the Company for their commitment and contributions.

For and on behalf of Board of Directors

Place: New Delhi Ajay Kumar Choudhary

Dated: May 12, 2011 Chairman

Mar 31, 2010

The Directors have great pleasure in presenting the 18th Annual Report together with the Audited Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS

The highlights of the financial results are as under: (in Crores)

Particulars 2009-2010

Consolidated Standalone

Net Sales (Turnover) 1223.38 732.22

Other Income 61.04 47.74

EBIDTA 78.38 81.86

Financial charges 80.19 69.16

Depreciation 75.29 35.04

Exceptional items - -

Extra Ordinary Items 32.04 -

Profit/(Loss) before tax (PBT) (45.06) (22.34)

Provision for current tax - -

Provision for deferred tax - -

Fringe benefit tax 0.02 0.02

Profit/(Loss) after tax (PAT) but before Minority Int. (45.08) (22.36)

Minority Interest - -

Net Profit/(Loss) (45.08) (22.36)

2008-2009

Particulars Consolidated Standalone

Net Sales 1216.92 681.80

Other Income 26.49 26.56

EBIDTA (44.87) 31.52

Financial charges 97.93 69.23

Depreciation 78.93 39.31

Exceptional items 12.72 -

Extra Ordinary Items - -

Profit/ before tax (234.45) (77.02)

Provision for current tax 0.07 -

Provision for deferred tax 8.28 -

Fringe benefit tax 0.39 0.37

Profit/ after tax (243.19) (77.39) but before Minority Int.

Minority Interest 7.01 -

Net Profit/ (236.18) (77.39)

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

World economy has shown initial indications of recovery after a severe spell of recession and is expected to grow by 4.2 percent in 2010 and projected to maintain the growth momentum in the next 5 years. However, the consumer confidence in major importing countries like USA and EU has been lagging behind economic growth projections and may take some more time before showing any convincing revival. The timely policy response from the Indian Government and the resilience of the Indian economy led to a smooth and consistent recovery, in spite of the uncertainty over sub normal monsoon. The resurgence has been broad-based with both Services and Manufacturing sector growing at high rates. All leading indicators including IIP growth, credit growth, continuous surge in imports and exports since November 2009 and the growth in all industry groups point towards a sustainable recovery. Though inflation and currency appreciation may pose challenges in the short term, RBIs timely monetary initiatives, including the calibrated exit from the accommodative stance, will ensure that Indias growth remains unhindered. The year has proved that though the Indian economy is interlinked with the global economy, its focus on domestic markets and the Governments prudent policies will help maintain a high growth trajectory.

The Textile Industry plays a very important role in our Countrys Economy since it came into existence in India. It contributes about 14 per cent to industrial production, 4 per cent to the countrys gross domestic product (GDP) and 17 per cent to the countrys export earnings. Moreover, total textile exports have been increased to US$ 18.6 billion during April09-January10, from US$ 17.7 billion during the corresponding period of the previous year, registering an increase of 4.95 per cent in rupee terms. Further, the share of textile exports in total exports has been increased to 12.36 per cent during April09-January10, according to the Ministry of Textile and is the second largest employment providers after agriculture i.e. direct employment to more than 35 million people. The Indian textile industry is one of the largest in the world with a massive raw materials and textile-manufacturing base and also currently India has attained the position of having second highest spindleage in the world after China.

The spun yarn production is expected to increase at about 4200 mn kg in 2009-10 and is likely grow by about 8% to 4500 mn kg in 2010-11. The domestic deliveries of spun yarn have also been growing consistently showing increased activities in the entire textile value chain. There are some areas of concerns also, which need to be stated here. Along-with recovery, the textile industry is also facing increase in input prices in sync with the global trends. In addition to appreciating rupee, free export of cotton followed by withdrawal of duty refund on cotton yarn are also causing concerns for the sustained recovery in the textile industry

Spentex has utilized the opportunity offered by the global recession for introspection to identify areas of improvement i.e. fine tuning supply chain management and resource optimization to strengthen our competitiveness by offering more value to customers in terms of high value added products. It is a matter of pleasure to note that such initiatives have paid us well, enhanced our learning, strengthen our resolve and increase our capabilities to overcome such events in future. We have a firm faith in the bright future of textile industry in India.

FINANCIAL ANALYSIS AND PERFORMANCE REVIEW

The performance of the Company in fiscal year 2009-10 has significantly improved as compared to the performance in fiscal 2008- 09. This significant improvement is attributed to increase in total sales value and volumes, better fund flow management coupled with successfully implemented Corporate Debt Restructuring Scheme and Enhanced usage of ERP - SAP to bring efficiencies in business.

The financial performance of Spentex industries Limited is discussed in two parts:

(i) Spentex Industries Limited (Standalone) which excludes the performance of subsidiaries and step-down subsidiaries of Spentex Industries Limited.

(ii) Spentex Industries Limited (Consolidated) which includes the performance of subsidiaries and step-down subsidiaries of Spentex Industries Limited. The Consolidated Financial Statements bring out comprehensively the performance of Spentex Group of companies and are more relevant for understanding the overall performance of Spentex Group.

Your Company has made a strong comeback. It has been able to achieve much better operational performance in terms of achieving higher sales value and overall efficient operations which led to reduction in consolidated net loss from Rs. 236.18 Crores to Rs. 45.11 Crores i.e. down by 81% and in reduction in standalone net loss from Rs. 77.39 Crores to Rs. 22.36 Crores i.e. down by 71% respectively.

SEGMENT-WISE PERFORMANCE

Yarn Manufacturing

During the year under review, your Company on standalone basis has manufactured 56,652MT of yarn as compared to 52,255MT of yarn produced during the previous year and on consolidated basis has manufactured 92,608 MT of yarn as compared to 91,971MT of yarn produced during the previous year which reflects an increase of 8.41% on standalone basis and 0.69 % on consolidated basis.

PERFORMANCE OF SUBSIDIARIES

The Company had eight subsidiaries at the beginning of the year. The turnover and overall performance of material subsidiary companies are as under:

Amit Spinning Industries Ltd., India: During the year its production of yarn has been increased by 165.37% and sales turnover increased by 57% as compared to previous year. The Company has its manufacturing facilities at Kolhapur, Maharashtra with a capacity of 30,672 spindles.

Spentex Tashkent Toytepa LLC, Uzbekistan: During the year its production of yarn has been increased by 9.98% and sales turnover increased by 23.93% as compared to previous year. The Company has two manufacturing units situated at Tashkent and Toytepa with a capacity of 220,000 spindles and 236 Air jet looms.

Schoeller Litvinov K.S., Czech Republic: During the year its production of yarn has been decreased by 54.65% and sales turnover decreased by 63.49% as compared to previous year. The Company has manufacturing unit situated at Czech Republic with a capacity of 59,000 spindles.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company has appropriate internal control systems for business processes, with regards to efficiency of operations, financial reporting and controls, compliance with applicable laws and regulations, etc. Clearly defined roles and responsibilities down the line for all managerial positions have also been institutionalized. All operating parameters are monitored and controlled. Regular internal audits and checks ensure that responsibilities are executed effectively. The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them, from time to time.

MANAGEMENT PERCEPTION ON OPPORTUNITIES, RISKS, CONCERN & OUTLOOK

One of the major challenges to the textile industry is the continued appreciation in the Indian rupee against US dollar, which has serious implication on textile exports. Being highly competitive industry, increase in the external value of rupee would cripple the competitiveness of the industry. Another important issue is availability, quality and the price of power. The availability of good quality power at reasonable prices is critical for sustainability of the industry. However, the cost of power has been continuously increasing, adding to the input cost pressure in the industry. We hope that power situation will improve in the coming year. The differentiated treatment for different sectors of textile industry in government policy is also a serious development. The proposal to withdraw duty refund on cotton yarn exports can be seen in this respect. An integrated approach is required for the growth of the industry in the country. We are making all efforts to cope up with the challenges through continuous cost reduction, process improvements and improved customer services to mitigate the growing cost pressure.

On the other side, encouraging factors in favor of spinning sector are the rise in domestic and export demand which resulted into rise on volumes over last corresponding period.

In view of these measures and initiatives, it is expected that Indian textile industry would continue to grow at an impressive rate. The textile industry is anticipated to generate 12 million new jobs.

HUMAN RESOURCES/INDUSTRIAL RELATIONS

During the period of recession and global turmoil when every company was in process of laying off their employees to reduce cost, your company systematically nurtured its greatest resourceÃhuman resource. Consequently, the employee turnover was negligible. The Company and its management value the talent, commitment and dedication of its employees and acknowledge their contribution. Everyone in the Company is working as a team and is integral part of a family, welcoming the idea of making Spentex, a globally admired company. Management of your Company believes that it is the integration of human resources and business strategy that has culminated in its success. High performance orientation is the pivot of the HR philosophy of the Company and all the HR policies and strategies are centered on the same.

Industrial Relations remained cordial and not a single days work was lost due to any industrial dispute during the year.

SUBSIDIARIES

The Company had eight subsidiaries at the beginning of the year. The Ministry of Corporate Affairs, Government of India, vide order No.47/80/2010-CL-III dated March 15th 2010 has granted approval that the requirement to attach various documents in respect of subsidiary companies, as set out in sub-section (1) of Section 212 of the Companies Act, 1956, shall not apply to the Company. Accordingly, the Balance Sheet and Profit & Loss Account and other documents of subsidiary companies are not being attached with the Balance Sheet of the Company. Financial Information of the subsidiary companies, as required by the said order, is disclosed in the Annual Report. The Company will make available the Annual Accounts and related details upon request by any member of the Company. These documents will also be available for inspection at the registered office of the Company during business hours. The Consolidated Financial Statements presented by the Company includes financial results of its subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on accounting for Investments in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

INFORMATION TECHNOLOGY

Information Technology continues to be an integral part of Spentexs business strategy. The Company is working on SAP platform integrating all units located at different places, which will integrate business processes, financial parameters, and customer transactions and people effectively.

DIVIDEND

During the year the Company has no distributable profits hence your Directors do not recommend any dividend.

ISSUE OF CONVERTIBLE SHARE WARRANTS

During the year under review, your Company has issued and allotted 1,18,00,000 share warrants at a price of Rs.16.95 (including premium of Rs. 6.95) to CLC Technologies Private Limited, a promoter group company. Out of above, the Company has allotted 2,261,000 equity shares on 31st March, 2010 pursuant to option exercised by the share warrant holder to convert 2,261,000 share warrants in equal number of fully paid up equity shares. Accordingly, the paid-up capital of the Company has been increased from Rs. 714,720,350/- to Rs. 737,330,350/- consisting 73,733,035 equity shares of Rs. 10/- each.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND INTO INVESTOR EDUCATION & PROTECTION FUND

The Company informs herewith all its shareholders whose dividends are unclaimed for the year 2002-03 (declared by erstwhile Indo Rama Textiles Limited, which has been amalgamated with the Company) that pursuant to Section 205A of the Companies Act, 1956, the Company is required to transfer unpaid and unclaimed dividend to Investor Education & Protection Fund on completion of 7 years of transferring into unpaid dividend account and shall ensure that they receive their rightful dues. Company is taking appropriate steps in this regard.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated under Clause 49 of the Listing Agreement entered into with Stock Exchanges, a report on Corporate Governance is attached separately as a part of the Annual Report and the Management Discussion and Analysis (MD & A) is included in this report so that duplication and overlap between Directors Report and a separate MD & A is avoided and the entire information is provided in a composite and comprehensive manner.

DIRECTORS

Shri Ajay Kumar Choudhary, Shri Kapil Choudhary and Shri Sitaram Parthasarathy retire by rotation in the forthcoming Annual General Meeting and being eligible offers themselves for re-appointment. During the year Shri Pankaj Sharma has resigned from the Board of Directors with effect from close of business on 1st May, 2009, your Directors would like to record their appreciation of the services rendered by Shri Sharma.

During the year, the three year term of Shri Amrit Agrawal, Director Finance ceased on 27th April, 2010. The Remuneration Committee and Board of Directors, subject to requisite approvals, re-appointed him for another term of 3 years w.e.f. 28th April, 2010.

In terms of Section 260 of the Companies Act, 1956, Shri Rajeev Kalra has been appointed as Additional Director, consequent to his nomination by Citigroup Venture Capital International Growth Partnership Mauritius Ltd. on the Board w.e.f. 10th June, 2010 in place of Shri Vivek Chhachhi who has tendered his resignation w.e.f. 12-5-2010. Directors appreciated the services rendered by Shri Vivek Chhachhi during his tenure as director of the company.

Brief resume of the Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorship and membership/chairmanships of Board Committees, as stipulated under Clause 49 of the listing agreement with stock exchanges in India, is provided in the Report of Corporate Governance forming part of Annual Report.

AUDITORS

During the year, the members in their Extra Ordinary General Meeting held on 19th January, 2010 appointed M/s. J C Bhalla & Company, Chartered Accountants as Statutory Auditors of the Company for the year 2009-10 in place of M/s. Price Waterhouse, Chartered Accountants, who have tendered resignation as Statutory Auditors of the Company.

M/s. J C Bhalla & Company, Chartered Accountants who are the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment.

DIRECTORS VIEW ON AUDITORS OBSERVATIONS

Directors response to the various observations of the auditors even though explained wherever necessary through appropriate notes to accounts, is reproduced hereunder in compliance with the relevant legal requirements.

Reference Para 4(a) of the Auditors Report

The Company has an investment of Rs 204,469,921 in Amit Spinning Industries Limited (ASIL), a subsidiary, as on March 31, 2010. The accumulated losses in ASIL, at the year end exceeded its net worth. There is also a reduction in market value of these investments as at the year end by Rs.162,297,956 (Previous Year Rs. 171,949,252). In the opinion of the directors, the above diminution in this long term investment is due to adverse business conditions and is not ultimately expected to continue in future. Based on recent performance and trends of ASIL and overall industry outlook, there is an increase in average selling prices of yarn, consistent increase in production level and reduction in procurement costs of raw materials. Consequent to such developments, ASIL has started generating EBIDTA and cash profits.

In view of these developments, directors believes in future financial viability of this subsidiary and accordingly, provision for the diminution in the value of this long term investment is not considered necessary at this stage.

Regarding the loans, advances, and interest due on the loan amounting to Rs. 440,528,019, Rs. 17,726,208, and Rs.60,414,121 respectively, amount Rs.170,400,000 related to Loan has been subsequently received and for remaining balances, directors believe that the such amounts would be realized within a reasonable period of time . Accordingly, no provision is considered necessary at this stage. (Note 9(a) of Notes to Accounts in Schedule XXI of Accounts Annexed).

Reference Para 4(b) of the Auditors Report

Schoeller Litvinov k.s. (SLKS), the Czech step-down subsidiary of the Company, had registered losses during the year and earlier financial years due to economic slowdown. This step down subsidiary had submitted a re-organization plan seeking deferment of payment to Secured creditors, and proportionate waiver of unsecured liabilities which has now been approved by the court. The directors believe that the reorganization plan, considering improvement in the global textile market, will turn around this subsidiary, so as to make good its losses in a foreseeable period of time and will also place this subsidiary in a position to repay the liabilities in due course. Accounts and other receivables Rs. 468,986,120 is due from SLKS as at March 31, 2010. Accordingly, provision against these Accounts and other receivables is not considered necessary at this stage. (Note 9(b) of Notes to Accounts in Schedule XXI of Accounts Annexed).

Reference Para 4(c) of the Auditors Report

Sundry Debtors and Advances include amounts aggregating Rs. 17,408,913 and Rs. 22,473,335 respectively due from certain customers where payments are not forthcoming. Of the above, the Company has filed a suit for recovery of Rs. 17,408,913 against two of the customers. Further, in respect of the advances of Rs. 22,473,335 the Company is making efforts to recover the same and expects to reduce them significantly. Based on outcome of the legal suit coupled with further negotiations with these parties, the directors are of the opinion that ultimately there would be no losses against these old balances and hence no provision is considered necessary at this stage. (Note 10 of Notes to Accounts in Schedule XXI of Accounts Annexed).

COST AUDITORS

The Central Government had directed an audit of the cost accounts maintained by the Company in respect of textile business. The Central Government has approved the appointment of Shri Rajesh Goyal, Cost Accountant of M/s. K G Goyal & Associates, Cost Accountants to conduct the audit of the Cost Accounts of the Company for the financial year ending 31st March, 2010 for the product ÃTextileÃ.

FIXED DEPOSITS

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, your Directors hereby state and confirm that:

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

b) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

PARTICULARS OF EMPLOYEES

In terms of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure to the Directors Report. However, as per the provisions of Section 219(1) (b)(iv) of the Companies Act, 1956 the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure Ã I to the Directors Report.

INDUSTRIAL RELATIONS

The industrial relations during the year under review remained harmonious and cordial. Your Directors wish to place on record their appreciation for the wholehearted co-operation received from all the employees at various units/divisions of the Company.

CONCLUSION

Your Company enjoys a leadership position in domestic market with strong competitive advantage in export segment. The Company now stands at the cusp of the next phase of growth. We will continue to make investments and progress to further consolidate our leadership position.

ACKNOWLEDGMENTS

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Governments authorities, Regulatory authorities, Stock Exchanges, stakeholders, customers and venders for their continued support and co-operation, and also thank them for the trust reposed in the Management. Your Director also wishes to thank all the employees of the Company for their commitment and contributions.

For and on behalf of Board of Directors

Place: New Delhi Ajay Kumar Choudhary

Dated: August 13, 2010 Chairman

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Directors Report of CLC Industries Ltd.

1. FINANCIAL RESULTS AND STATE OF AFFAIRS:

2. CAPITAL STRUCTURE:

3. DIVIDEND:

4. TRANSFER TO RESERVES:

5. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY:

6. DIRECTORSâ RESPONSIBILITY STATEMENT:

7. BOARD OF DIRECTORS, THEIR MEETINGS & KMP(s): -Change in Directors and Key Managerial Personnel:

Key Managerial Personnel:

Board Independence:

Declaration by the Independent Directors:

Separate Meeting of Independent Directors:

Annual evaluation by the board:

Familiarization Program for the Independent Directors:

Directors liable to retire by rotation:

8. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION ANDOTHER DETAILS:

9. NUMBER OF MEETINGS OF THE BOARD:

15. RISK MANAGEMENT:

16. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

18. TRANSACTIONS WITH RELATED PARTIES:

19. WEB ADDRESS FOR ANNUAL RETURN AND OTHER POLICIES / DOCUMENTS:

20. PARTICULARS OF EMPLOYEES:

21. DEPOSITS FROM PUBLIC:

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNING AND OUTGO:

23. CHANGE IN THE NATURE OF BUSINESS:

24. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT ANDEND OF FINANCIAL YEAR:

25. PREVENTION OF INSIDER TRADING:

26. CERTIFICATE ON CORPORATE GOVERANANCE:

27. INVESTORS EDUCATION AND PROTECTION FUND:

29. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANDANALYSIS REPORT:

30. SECRETARIAL STANDARDS:

31. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

SUCCESSFUL IMPLEMENTATION OF RESOLUTION PLAN:

EFFECTS OF IMPLEMENTATION OF RESOLUTION PLAN:

FUTURE OUTLOOK:

2. CHANGE IN THE NATURE OF BUSINESS:

3. STATE OF COMPANYâS AFFAIRS:

4. DIVIDEND:

5. TRANSFER TO RESERVES:

6. MATERIAL CHANGES AND COMMITMENTS:

7. SHARE CAPITAL:

Paid-up Share Capital

8. EMPLOYEE STOCK OPTION SCHEME (ESOS):

9. DEPOSITS:

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDERSECTION 186 OF THE COMPANIES ACT, 2013:

11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED ON CORPORATESOCIAL RESPONSIBILITY:

12. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM:

13. RISK MANAGEMENT:

14. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

15. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY:

16. IMPLEMENTATION & MONITORING COMMITTEE (IMC):

17. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Liable to retire by Rotation:

Appointment of Directors:

Cessation from Directorship:

Key Managerial Personnel:

18. FORMAL ANNUAL EVALUATION:

19. DISCLOSURE REQUIRED UNDER SECTION 134(3)(e) AND SECTION 178(3) OFTHE COMPANIES ACT, 2013:

20. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS:

21. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:

22. BOARD AND COMMITTEEâS MEETINGS:

23. COMMITTEES OF BOARD:

24. DIRECTORSâ RESPONSIBILITY STATEMENT:

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATEDPARTIES:

27. AUDITORS AND THEIR REPORTS:

Statutory Auditor

BOARDâS EXPLANATION OR COMMENTS ON QUALIFICATIONS MADE BY THEAUDITOR IN HIS REPORT ARE AS UNDER:

b. The details in respect of Income tax refund receivable of ?113.21 Lakhs, and Balanceswith Government Authorities of ?5402.98 Lakhs are not available with the company- We

c. The company has written off cash balance of ?40.62 Lakhs in the books of account on theplea of the present management that the same is not handed over to the new management-

Cost Auditor

Secretarial Auditor

28. ENHANCING SHAREHOLDERSâ VALUE:

29. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANDANALYSIS REPORT:

30. SECRETARIAL STANDARDS:

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy

B. Technology Absorption:

C. Foreign Exchange Earning and Outgoing

6. DIRECTORSâ RESPONSIBILITY STATEMENT:

7. BOARD OF DIRECTORS, THEIR MEETINGS & KMP(s): -
Change in Directors and Key Managerial Personnel:

8. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND
OTHER DETAILS:

24. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND
END OF FINANCIAL YEAR:

29. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

31. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

3. STATE OF COMPANYâS AFFAIRS:

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

11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED ON CORPORATE
SOCIAL RESPONSIBILITY:

19. DISCLOSURE REQUIRED UNDER SECTION 134(3)(e) AND SECTION 178(3) OF
THE COMPANIES ACT, 2013:

22. BOARD AND COMMITTEEâS MEETINGS:

24. DIRECTORSâ RESPONSIBILITY STATEMENT:

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES:

BOARDâS EXPLANATION OR COMMENTS ON QUALIFICATIONS MADE BY THE
AUDITOR IN HIS REPORT ARE AS UNDER:

b. The details in respect of Income tax refund receivable of ?113.21 Lakhs, and Balances
with Government Authorities of ?5402.98 Lakhs are not available with the company- We

c. The company has written off cash balance of ?40.62 Lakhs in the books of account on the
plea of the present management that the same is not handed over to the new management-

28. ENHANCING SHAREHOLDERSâ VALUE:

29. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

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

34. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013: