Directors Report of NEPC Textiles Ltd.

Sep 30, 2013

Dear Members,

The Directors have pleasure in presenting the Twentieth Annual Report and Audited Accounts of your Company for the year ended 30th September, 2013. The accounts for the year under review have been prepared for twelve months from 1st October, 2012 to 30th September, 2013.

FINANCIAL HIGHLIGHTS

The Financial Results of the Company during the year under review are as follows ( Rs. in lakhs)

Year ended Year ended Particulars (12 months) (12 months) 30-09-2013 30-09-2012

Gross Income 93.18 112.73

Profit/ (Loss) before Depreciation 51.14 21.32

Depreciation - -

Profit / (Loss) after Depreciation 51.14 21.32

Provision for taxation - -

Profit / (Loss) after taxation 51.14 21.32

Balance Profit / (Loss) Account B/F (414.78) (436.10)

Add: Transfer from Dividend Payable A/c - -

Add:- B/F of balance General Reserve - -

TOTAL (363.64) (414.78)

Appropriations:

General Reserve - -

Capital W ork in Progress written off - -

Balance Profit / (Loss) carried to Balance Sheet (363.64) (414.78)

BUSINESS REVIEW

The Company has been able to generate an income of Rs. 93.18 lakhs and an operating profit of Rs. 51.14 lakhs during the year ended review.

DIVIDEND

The Directors do not recommend dividend for the year ended 30th September 2013, in view of the accumulated losses incurred by the Company.

DIRECTORATE

Mr.Rakesh Gupta, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

Mr.S.Rajendran resigned as Director with effect from 16-02-2013.

Mr. Surendra Kumar Gupta was appointed as an Additional Director of the Company in terms of Section 161 of the Companies Act,2013 (corresponding to Section 260 of the Companies Act,1956) with effect from 16th February 2013 .He vacates his office at the forthcoming

The Board of Directors of the Company are extremely sad and distressed at the untimely demise of Shri Ravi Prakash Khemka, Chairman of the Company on 9th October,2013.The Board of Directors place on record deep appreciation for the valuable services rendered by Shri Ravi Prakash Khemka during his tenure as the Chairman of the Company.

AUDITORS

M/s M.Dinesh Kumar & Co., Chartered Accountants, Chennai, retire at the conclusion of the forthcoming Annual General Meeting. However, they are eligible for re-appointment and have given their consent to act as the auditors of your company, if appointed.

The Audit committee and the Board recommends the re-appointment of M/s.M.Dinesh Kumar & Co.,Chartered Accountants,Chennai as the Auditor of the Company.

Auditor's Qualifications:

With regard to para 4 (f) of Auditor's report and point no. 4 in Note- 10, the Company is in the process of getting confirmations from the debtors/creditors as well as review and revalue and also reconcile the current assets,Loans & advances, Current liabilities.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that :

* in the preparation of annual accounts the applicable Accounting Standards have been followed: along with proper explanation wherever necessary.

* the Accounting Policies selected and applied on a consistent basis, give a true and fair view of the affairs of the Company and of the loss for the financial year under review.

* proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities;

* the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A detailed report on this subject forms part of this Report.

FIXED DEPOSITS:

Our Company has not accepted any fixed deposits under section 58AA of the Companies Act, 1956 from the public during the year underreview

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

The statement pursuant to Section 217 (1) (e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is given in the annexure forming part of this Report.

PARTICULARS OF EMPLOYEES

No employee of the Company was paid remuneration in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956, read with the relevant Rules as amended.

PERSONNEL

The Directors express their appreciation for the support and contribution by the employees at all levels rendered to the Company during the year under review.

INDUSTRIAL RELATIONS

Your Company continues to maintain harmonious and cordial relations with its workers.

ACKNOWLEDGEMENT

Your Directors would like to place on record their deep appreciation and gratitude to the Company's members for their continued support and confidence.

Your Directors wish to thank and deeply acknowledge the co-opearation and assistance extended by the Bankers, Government authorities, and other business associates. The Board would also take this opportunity to commend the employees of the Company at all levels for their contribution to the Company's success.

For NEPC Textiles Limited

Sd/-

Place : Chennai Raj Kumar Date : 15-11-2013 Chairman

---

Sep 30, 2012

To the Members of NEPC TEXTILES LIMITED

The Directors have pleasure in presenting the Nineteenth Annual Report and Audited Accounts of your Company for the year ended 30 September, 2012. The accounts for the year under review have been prepared for twelve months from 1st October, 2011 to 30th September, 2012

FINANCIAL HIGHLIGHTS

The Financial Results of the Company during the year under review are as follows:-

Year ended Year ended Particulars (12 months) (12 months) 30-09-2012 30-09-2011

Gross Income 112.73

Profit/ (Loss) before Depreciation 21.32 (6.32)

Depreciation

Profit / (Loss) after Depreciation 21.32 (6.32)

Provision for taxation

Profit / (Loss) after taxation 21.32 (6.32)

Balance Profit / (Loss) Account B/F (436.10) (429.78)

Add: Transfer from Dividend Payable A/c Add:- B/F of balance General Reserve

TOTAL (414.78) (436.10)

Appropriations: General Reserve

Capital Work in Progress written off Balance Profit / (Loss) carried to Balance Sheet (414.78) (436.10)

The Company has been able to generate and income of Rs. 112.73 lakhs and an operating profit of Rs. 21.32 lakhs during the year ended review.

DIVIDEND

The Directors do not recommend dividend for the year ended SO* September 2012, in view of the accumulated losses incurred by the Company.

DIRECTORATE

Mr.Rakesh Gupta, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

AUDITORS

The Auditor, Mr. A. Nageswaran, Chartered Accountant, Coimbatore retiring at the forth coming Annual General Meeting has informed the Company, not seeking further appointment as Auditors of the Company. Therfore, the Board recommends the appointment of M/s. M. Dinesh Kumar & Co., No: 165, Strahans Road, Chennai-600012 as statutory auditor. M/s. M. Dinesh Kumar & Co., Chartered Accountants have given their consent to act as the Auditor of your Company, if appointed and also a certificate in terms of section 224(1B)of the companies.Act, 1956.

Auditor''s Qualifications:

With regard to para 4 (f) of Auditor''s report and note no. 4 in Schedule 19, the Company is in the process of getting confirmations from the debtors/creditors as well as review and revalue and also reconcile the current assets. Loans & advances, Current liabilities.

DIRECTORS RESPONSIBILITY

In compliance with Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that : in the preparation of annual accounts the applicable Accounting Standards have been followed: along with proper explanation wherever necessary.

- the Accounting Policies selected and applied on a consistent basis, give a true and fair view of the affairs of the Company and of the loss for the financial year under review. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities;

- the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A detailed report on this subject forms part of this Report.

FIXED DEPOSITS:

Our Company has not accepted any fixed deposits under section 58AA of the Companies Act, 1956 from the public during the year underreview

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

The statement pursuant to Section 217 (1) (e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is given in the annexure forming part of this Report.

PARTICULARS OF EMPLOYEES

No employee of the Company was paid remuneration in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956, read with the relevant Rules as amended.

PERSONNEL

The Directors express their appreciation fo/ the support and contribution by the employees at all levels rendered to the Company during the year under review.

INDUSTRIAL RELATIONS

Your Company continues to maintain harmonious and cordial relations with its workers.

ACKNOWLEDGEMENT

Your Directors would like to place on record their deep appreciation and gratitude to the Company''s members for their continued support and confidence.

Your Directors wish to thank and deeply acknowledge the co-opearation and assistance extended by the Bankers, Government authorities, and other business associates. The Board would also take this opportunity to commend the employees of the Company at all levels for their contribution to the Company''s success.

(By Order of the Board)

For NEPC Textiles Limited

Sd/-

Ravi Prakash Khemka Chairman

PLACE : Chennai

DATE : 29-10-2012

---

Sep 30, 2011

To the Members of NEPC TEXTILES LIMITED

The Directors have pleasure in presenting the Eighteenth Annual Report and Audited Accounts of your Company for the year ended 20th September, 2011. The accounts for the year under review have been prepared for twelve months from 1st October, 2010 to 30th September, 2011

FINANCIAL HIGHLIGHTS

The Financial Results of the Company during the year under review are as follows:- (Rs in lakhs)

Year ended Year ended Particulars (12 months) (12 months) 30-09-2011 30-09-2010

Gross Income - -

Profit/ (Loss) before Depreciation. (6.32) 6.80

Depreciation - 144.86

Profit / (Loss) after Depreciation (6.32) (138.06)

Provision for taxation - -

Profit / (Loss) after taxation (6.32) (138.06)

Balance Profit / (Loss) Account B/F (429.78) (291,71)

Add: Transfer from Dividend Payable A/c - -

Add:- B/F of balance General Reserve - -

TOTAL (436.10) (429,78)

Appropriations:

General Reserve - -

Capital Work in Progress written off - -

Balance Profit / (Loss) carried to Balance Sheet (436.10) (429.78)

OPERATING RESULTS

Due to unfavourable market trends and various other factors, the operating performance of the Company was severely affected during the year under review and hence the Company could not generate any income

during the year.lt is hoped that the Company will be able to regain operating performance in the coming years.

DIVIDEND

The Directors do not recommend dividend for the year ended 30th September 2011, in view of the losses incurred by the Company.

DIRECTORATE

Mr. Rajkumar and Mr. Tirupathi Kumar retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS

Mr. A. Nageswaran, Chartered Accountant, Coimbatore, retire at the conclusion of the forthcoming Annual General Meeting. However, they are eligible for re-appointment and are given their consent to act as the auditors of your company, if appointed. The Auditor committee and the Board recommends the re-appointment of M/s. A. Nageswaran, Chartered Accountants, as the Auditor of the Company.

Auditor's Qualifications:

With regard to para 4 (f) of Auditor's report and note no. 4 in Schedule 19, the Company is in the process of getting confirmations from the debtors/creditors as well as review and revalue and also reconcile the current assets. Loans & advances, Current liabilities.

DIRECTORS RESPONSIBILITY

In compliance with Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that :

- in the preparation of annual accounts the applicable Accounting Standards have been followed: along with proper explanation wherever necessary.

- the Accounting Policies selected and applied on a consistent basis, give a true and fair view of the affairs of the Company and of the loss for the financial year under review.

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities;

- the Annual Accounts have been prepared on a going concern basis.

WRITING-OFF OF ACCUMULATED LOSSES OF THE COMPANY AGAINST THE SECURITIES PREMIUM ACCOUNT AND SHARE CAPITAL OF THE COMPANY

Reduction of Share Capital: As already reported in the 15th Annual Report, as per the Order dated 04-08-2008 of the High Court of Judicature at Madras, the whole amount of Rs. 17,52,09,000/- being the credit balance lying in the Securities Premium Account stands reduced fully, and also the Company's paid-up Share Capital stands reduced from Rs. 19,22,82,380/- divided into 1,92,28,238 equity Shares of Rs. 10/- each to Rs. 14,93,90,380/ divided into 1,49,39,038 equity Shares of Rs.10/-each for which the Company is in the ' process of corporate action to give effect to the scheme of capital reduction.

CORPORATE GOVERNANCE

A detailed report on this subject forms part of this Report.

FIXED DEPOSITS:

Our Company has not accepted any fixed deposits under section 58AA of the Companies Act, 1956 from the public during the year underreview

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

The statement pursuant to Section 217 (1) (e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is given in the annexure forming part of this Report.

PARTICULARS OF EMPLOYEES

No employee of the Company was paid remuneration in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956, read with the relevant Rules as amended.

PERSONNEL

The Directors express their appreciation for the support and contribution by the employees at all levels rendered to the Company during the year under review.

INDUSTRIAL RELATIONS

Your Company continues to maintain harmonious and cordial relations with its workers.

ACKNOWLEDGEMENT

Your Directors would like to place on record their deep appreciation and gratitude to the Company's members for their continued support and confidence.

Your Directors wish to thank and deeply acknowledge the co-opearation and assistance extended by the Bankers, Government authorities, and other business associates. The Board would also take this opportunity to commend the employees of the Company at all levels for their contribution to the Company's success.

(By Order of the Board)

For NEPC Textiles Limited

Sd /-

Ravi Prakash Khemka

Chairman

PLACE : Chennai

DATE : 28-10-2011

---

Sep 30, 2010

To the Members of NEPC TEXTILES LIMITED

The Directors have pleasure in presenting the Seventeenth Annual Report and Audited Accounts of your Company for the year ended 24th September, 2010. The accounts for the year ended under review have been prepared for the twelve months from 1st October, 2009 to 30th September, 2010

FINANCIAL HIGHLIGHTS

The Financial Results of the Company during the year under review are as follows:-

(Rs. In lakhs)

Year ended Period ended Particulars (12 months) (12 months) 30-09-2010 30-09-2009

Gross Income - -

Profit/ (Loss) before Depreciation 6.80 (28.85)

Depreciation 144.88 144.89

Profit / (Loss) after Depreciation (138.06) (173.74)

Provision for taxation - -

Profit / (Loss) after taxation (138.06) (173.74)

Balance Profit / (Loss) Account B/F (291.71) (117.97)

Add: Transfer from Dividend Payable A/c - -

Add:- B/F of balance General Reserve - -

TOTAL (429.78) (291.71)

Appropriations:

General Reserve - -

Capital Work In Progress written off - -

Balance Profit / (Loss) carried to Balance Sheet (429.78) (291.71)

OPERATING RESULTS

Due to unfavourable market trends and various other factors, the operating performance of the Company was severely affected during the year under review and hence the Company could not generate any income during the year.lt is hoped that the Company will be able to regain operating performance in the coming years.

DIVIDEND

The Directors do not recommend dividend for the year ended 30th September 2010, in view of the losses incurred by the Company.

DIRECTORATE

Mr.Rajkumar and Mr. Rakesh Gupta and S. Rajendran retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themseves for re-appointment.

AUDITORS

M/s. A. Nageswaran, Chartered Accountants, Coimbatore, retire at the conclusion of the forthcoming Annual General Meeting. However, they are eligible for re-appointment and have given their consent to act as the auditors of your company, if appointed. The Auditor committee and the Board recommends the re-appointment of M/s. A. Nageswaran, Chartered Accountants, as the Auditor of the Company.

Auditor's Qualifications:

With regard to para 4 (0 of Auditor's report and note no. 4 in Schedule 19, the Company is in the process of getting confirmations from the debtors/creditors as well as review and revalue and also reconcile the current assets. Loans & advances. Current liabilities.

DIRECTORS RESPONSIBILITY

In compliance with Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

- in the preparation of annual accounts the applicable Accounting Standards have been followed: along with proper explanation wherever necessary.

- the Accounting Policies selected and applied on a consistent basis, give a true and fair view of the affairs of the Company and of the loss for the financial period under review.

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities;

- the Annual Accounts have been prepared on a going concern basis.

WRITING-OFF OF ACCUMULATED LOSSES OF THE COMPANY AGAINST THE SECURITIES PREMIUM ACCOUNT AND SHARE CAPITAL OF THE COMPANY

Reduction of Share Capital: As already reported in the 15th Annual Report, as per the Order dated 04-08-2008 of the High Court of Judicature at Madras, the whole amount of Rs. 17,52,09,000/- being the credit balance lying in the Securities Premium Account stands reduced fully, and also the Company's paid-up Share Capital stands reduced from Rs. 19,22,82,380/- divided Into 1,92,28,238 equity Shares of Rs. 10/- each to Rs. 14,93,90,380/- divided into 1,49,39,038 equity Shares of Rs.10/- each for which the Company is in the process of corporate action to give effect to the scheme of capital reduction.

CORPORATE GOVERNANCE

A detailed report on this subject forms part of this Report.

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

The statement pursuant to Section 217 (1) (e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is given in the annexure forming part of this Report.

PARTICULARS OF EMPLOYEES

No employee of the Company was paid remuneration in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956, read with the relevant Rules as amended.

PERSONNEL

The Directors express their appreciation for the support and contribution by the employees at all levels rendered to the Company during the period under review.

INDUSTRIAL RELATIONS

Your Company continues to maintain harmonious and cordial relations with its workers.

ACKNOWLEDGEMENT

Your Directors would like to place on record their deep appreciation and gratitude to the Company's members for their continued support and confidence.

Your Directors wish to thank and deeply acknowledge the co-operation and assistance extended by the Bankers, Government authorities, and other business associates. The Board would also take this opportunity to commend the employees of the Company at all levels for their contribution to the Company's success.

(By Order of the Board)

For NEPC Textiles Limited

Sd/-

Ravi Prakash Khemka

Chairman

PLACE: Chennai

DATE : 30-10-2010

---

Sep 30, 2009

To the Members of NEPC TEXTILES LIMITED

The Directors have pleasure in presenting the Sixteenth Annual Report and Audited Accounts of your Company for the year ended 30n September, 2009. The accounts for the year ended under review have been prepared for the twelve months from 1st October, 2008 to 30th September, 2009

FINANCIAL HIGHLIGHTS

The Financial Results of the Company during the year under review are as follows:-

(Rs. in lakhs)

Year ended Period ended Particulars (12 months) (18 months)

30-09-2009 30-09-2006

Gross Income - 1349.12

Profit/ (Loss) before Depreciation (28.85) 99.80

Depreciation 144.89 217.28

Profit / (Loss) after Depreciation (173.74) (117.47)

Provision for taxation - 0.50

Profit / (Loss) after taxation (173.74) (117.97)

Balance Profit / (Loss) Account B/F (117.97) 0.00

Add: Transfer from Dividend Payable A/c

Add:- B/F of balance General Reserve

TOTAL (291.71) -

Appropriations: General Reserve

Capital Work in Progress written off Balance Profit / (Loss) carried to Balance Sheet (291.71) (117.97)

OPERATING RESULTS

Due to unfavorable market trends and various factors, the operating performance of the Company was severely affected during the year under review.

DIVIDEND

The Directors do not recommend dividend for the year ended 30th September 2009, in view of the losses incurred by the Company.

DIRECTORATE

Mr.Rajkumar and Mr. Tirupathi Kumar retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS

M/s. Swamy & Ravi, Chartered Accountants, Coimbatore, Auditors of the Company retire at the conclusion of the Annual General Meeting. However, they have informed the company, no; seeking further appointment as Auditors of this Company. Therefore, the Board recommends the appointment of M/s. A. Nageswaran, Chartered Accountant. Pappammal lllam, No:7, Bharaih Road, Ram Nagar, Coimbatore - 641009 as statutory auditor M/s. A. Nageswaran. Chartered Accountant have given their consent to act as the Auditor of your Company, if appointed and also a certificate in terms of section 224(1 B)of the companies. Act, 1956.

Auditor's Qualifications:

With regard to Para 4 (f) of Auditor's report and note no. 4 in Schedule 19, the Company is in the process of getting confirmations from the debtors/creditors as well as review and revalue and also reconcile the current assets. Loans & advances, Current liabilities.

DIRECTORS RESPONSIBILITY

In compliance with Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

- in the preparation of annual accounts the applicable Accounting Standards have been followed: along with proper explanation wherever necessary.

- the Accounting Policies selected and applied on a consistent basis, give a true and fair view of the affairs of the Company and of the loss for the financial period under review.

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities;

- the Annual Accounts have been prepared on a going concern basis.

WRITING-OFF OF ACCUMULATED LOSSES OF THE COMPANY AGAINST THE SECURITIES PREMIUM ACCOUNT AND SHARE CAPITAL OF THE COMPANY

Reduction of Share Capital: As already reported in the 15th Annual Report, as per the Order dated 04-08-2008 of the High Court of Judicature at Madras, the whole amount of Rs.17,52,09,000/- being the credit balance lying in the Securities Premium Account stands reduced fully, and also the Company's paid-up Share Capital stands reduced from Rs.19,22,82,380/- divided into 1,92,28.238 equity Shares of Rs.10/- each to Rs.4,93.90,380/ - divided into 1,49,39,038 equity Shares of Rs.10/-each for which the Company is in the process of corporate action to give effect to the scheme of capital reduction.

CORPORATE GOVERNANCE

A detailed report on this subject forms part of this Report.

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

The statement pursuant to Section 217 (1) (e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is given in the annexure forming part of this Report.

PARTICULARS OF EMPLOYEES

No employee of the Company was paid remuneration in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956, read with the relevant Rules as amended.

PERSONNEL

The Directors express their appreciation for the support and contribution by the employees at all levels rendered to the Company during the period under review.

INDUSTRIAL RELATIONS

Your Company continues to maintain harmonious and cordial relations with its workers.

ACKNOWLEDGEMENT

Your Directors would like to place on record their deep appreciation and gratitude to the Company's members for their continued support and confidence.

Your Directors wish to thank and deeply acknowledge the cooperation and assistance extended by the Bankers, Government authorities, and other business associates. The Board would also take this opportunity to commend the employees of the Company at all levels for their contribution to the Company's success.

(By Order of the Board) For NEPC Textiles Limited Sd/- Ravi Prakash Khemka

Chairman

PLACE: Chennai

DATE- 30-10-2009

---

Sep 30, 2008

To the Members of NEPC TEXTILES LIMITED

The Directors have pleasure in presenting the Fifteenth Annual Report and Audited Accounts of your Company for the period ended 30th September, 2008. The accounts for the period under review have been prepared for a period of eighteen months from 1st April, 2007 to 30th September, 2008

FINANCIAL HIGHLIGHTS

The Financial Results of the Company during the period under review are as follows:-

(Rs. in lakhs)

Particulars Period ended Period ended 30-09-2008 31-03-2007

Gross Income 1349.12 1305.11

Profit/ (Loss) before Depreciation 99.80 133.60

Depreciation 217.28 96.56

Profit / (Loss) after Depreciation (117.47) 37.04

Provision for taxation 0.50 1.02

Profit / (Loss) after taxation (117.97) 36.02

Balance Profit / (Loss) Account B/F 0.00 (2218.05)

Add: Transfer from Dividend Payable A/c - -

Add:- B/F of balance General Reserve

TOTAL - (2218.05)

Appropriations: General Reserve

Capital Work In Progress written off ' - -

Balance Profit / (Loss) carried to Balance Sheet (117.97) (2182.03)

OPERATING RESULTS

Due to unfavorable market conditions, the operating performance of the Company was badly affected during the period under review.

DIVIDEND

The Directors do not recommend dividend for the period ending 30th September 2008, in view of the losses incurred by the Company.

DIRECTORATE

Mr.K.Narasimhan retires by rotation at the forthcoming Annual General Meeting and does not offer himself for re-appointment and the said vacancy is not proposed to be filled as at present.

AUDITORS

M/s. Swamy & Ravi, Chartered Accountants, Coimbatore. Auditors of the Company retire at the conclusion of the Annual General Meeting. However, they are eligible for re-appointment and have given their consent to act as the Auditor of your Company, if appointed.

Auditor's Qualifications:

With regard to para 4 (f) of Auditor's report and note no. 4 in Schedule 19, the Company is in the process of getting confirmations from the debtors/creditors as well as review and revalue and also reconcile the current assets. Loans & advances, Current liabilities.

DIRECTORS RESPONSIBILITY

In compliance with Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that: '

- in the preparation of annual accounts the applicable Accounting Standards have been followed along with proper explanation wherever necessary.

- the Accounting Policies selected and applied on a consistent basis, give a true and fair view of the affairs of the Company and of the loss for the financial period under review.

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the j Company, and for prevention and detection of fraud and other irregularities;

- the Annual Accounts have been prepared on a going concern basis. -

WRITING-OFF OF ACCUMULATED LOSSES OF THE COMPANY AGAINST THE SECURITIES PREMIUM ACCOUNT AND SHARE CAPITAL OF THE COMPANY

Reduction of Share Capital: As per the Order dated 04-08-2008 of the High Court of Judicature at Madras, the whole amount of Rs. 17,52,09,000/- being the credit balance lying in the Securities Premium Account stands reduced fully, and also the Company's paid-up Share Capital stands ; reduced from Rs.19,22,82,380/- divided into 1,92,28,238 equity Shares of Rs.10/- each to ; Rs.14,93,90.380/- divided Into 1,49,39,038 equity Shares of Rs.10/-each for which the Company is in the process of corporate action to give effect to the scheme of capital reduction.

CORPORATE GOVERNANCE

A detailed report on this subject forms part of this Report.

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

The statement pursuant to Section 217 (1) (e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is given in the annexure forming part of this Report.

PARTICULARS OF EMPLOYEES *

No employee of the Company was paid remuneration in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956, read with the relevant Rules as amended.

PERSONNEL

The Directors express their appreciation for the support and contribution by the employees at all levels rendered to the Company during the period under review.

IN 3USTRIAL RELATIONS

Your Company continues to maintain harmonious and cordial relations with its workers.

ACKNOWLEDGEMENT.

Your Directors would tike to place on record their deep appreciation and gratitude to the Company's member for their continued support and confidence.

Your Directors wish to thank and deeply acknowledge the cooperation and assistance extended by the Bankers, Government authorities, and other business associates. The Board would also take this opportunity to commend the employees of the Company at all levels for their contribution to the Company's success.

(By Order of the Board)

For NEPC Textiles Limited

Sd/-

Ravi Prakash Khemka

Chairman

PLACE: Chennai

DATE : 06-10-2008