Directors Report of Pushpsons Industries Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 30th Annual Report together with the Audited Accounts of the Company
for the Year ended March 31, 2024.

Financial Results:

(All amounts are presented in Rupees in thousand unless otherwise stated)

Particulars	March 31, 2024	March 31, 2023
Sales and Other Income	41,491.47	25,113.22
Profit / (Loss) before interest & depreciation	5261.89	(1,948.02)
Financial Expenses	528.55	172.51
Depreciation	878.36	852.56
Profit / (Loss) during the year	3854.98	(2,973.09)
Other Comprehensive Income	143.04	40.26
Profit / (Loss) during the year	3998.02	(2,932.83)

OPERATIONAL REVIEW:

Gross revenues for the financial year are Rs. 41,491.47 (thousand) as against Rs. 25,113.22 (thousand) in the previous
year. Profit / (Loss) for the year under review was Rs. 3998.02 (thousand) as against Rs. (2932.83) (thousand) in the
previous year.

DIVIDEND:

Due to loss and accumulated losses, your Directors have decided not to recommend any dividend for the current year.
FIXED DEPOSITS:

Your Company has not accepted any deposits from public during the year under review.

CHANGE IN NATURE OF BUSINESS

During the year there was no change in the nature of business of the company.

MATERIAL CHANGES AND COMMITMENTS

There have not been any material changes and commitments affected 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies
Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Provisions of Companies Act, 2013 regarding corporate social responsibility (CSR) are not applicable to the Company.

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

The Company continues its policy of giving priority to energy conservation measures including regular review of energy
generation and consumption and effective control on utilization of energy;

a. Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization
and maximum possible savings of energy is achieved.

b. Company has not taken alternate source for utilization of energy as the same was not required.

c. No specific investment has been made to achieve reduction in energy consumption.

TECHNOLOGY ABSORPTION

Your Directors are of the opinion that the Company has already opted for latest technology for producing Carpets,
Durries and Made-ups.

Company''s products are manufactured by using in-house know how and no outside technology is being used for
manufacturing activities. Therefore, no technology absorption is required. The Company constantly strives for maintenance
and improvement in quality of its products and entire Research & Development activities are directed to achieve the
aforesaid goal.

FOREIGN EXCHANGE EARNING AND OUTGO:

The exports on FOB basis are Rs. 37367.73 (thousand) previous year was Rs. 22189.45 (thousand). The expenses
in foreign exchange on Exhibition Expenses is Rs. 2441.32 (thousand) previous year was Rs. 3106.52 (thousand).

REGULATORY/COURT ORDERS

During the year 2023-2024, no significant and material orders were passed by the regulators or courts or tribunals.
Impacting the going concern status and Company''s operation in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Companies Act, 2013, Mr. Pankaj Jain and Mr. Dhruv Jain retire by rotation at the
ensuing Annual General Meeting. The Board of Directors on the recommendation of the Nomination and Remuneration
Committee has recommended his re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet
the criterion of Independent Directors prescribed by the Act and the Listing Regulations.

Inductions/ Appointments:-

The Shareholders, at the 29th Annual General Meeting held on 25th September, 2023 approved the Appointment of
Ms. Preeti Goel (DIN: 09561869) as an Independent Director for a term of Five (5) Years till May 21, 2028.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing agreement, the Board has carried
out annual performance evaluation of its own performance, the directors individually as well the evaluation of the
working of its Audit, Nomination & Remuneration and Stakeholders Committees. The manner in which evaluation has
been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

The Board on the recommendation of Nomination and Remuneration committee framed a policy for selection and
appointment of Directors, senior management and remuneration. No remuneration is being paid to the Directors during
the current financial year.

BOARD MEETINGS

During the year four Board Meetings and one independent directors meeting was held. The detail of which are given
in the Corporate Governance Report. The provisions of the Companies Act, 2013 and listing agreement were adhered
to while considering the time gap between two meetings.

The details of constitution of the Board and its Committees are given in the Corporate Governance Report.
DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to section 134 of the Companies Act, 2013, with respect to Director''s Responsibility statement, it is hereby
confirmed that: -

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed and there are
no material departures from the same;

(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
at the end of the financial year i.e. 31st March, 2024 and of the profit of the Company for the year ended on that
date;

(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 financial controls to be followed by the Company and that such internal financial
controls are adequate and operating effectively; and

(f) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that
such system was adequate and operating effectively.

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The directors will be introduced to all the Board members and the senior management personnel such as Chief
Financial Officer, Company Secretary and Various Department heads individually to know their roles in the organization
and to understand the information which they may seek from them while performing their duties as a Director.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under SEBI (Listing Obligation &
Disclosure Requirement) Regulations, 2015 and Chief Executive Officer declaration about the Code of Conduct is
Annexed to this Report.

RELATED PARTY TRANSACTIONS:

There were no contracts or arrangements entered into by the Company in accordance with provisions of section 188
of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section
134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24.

SUBSIDIARY COMPANIES:

The Company doesn''t have any subsidiary.

STATUTORY AUDITORS:

The Statutory Auditors of the Company M/s. Ritu Gupta & Co., (Firm''s Registration Number 119890W) Chartered
Accountants, were appointed as Auditors for second term of 5 (five) consecutive years, to hold office from the
conclusion of this Annual General Meeting until the conclusion of the Annual General Meeting to be held in the year
2028 at such remuneration as shall be fixed by the Board of Directors of the Company.” The Auditors have confirmed
that they are not disqualified from continuing as auditors of the Company

COST AUDITORS

The provisions of Cost Auditors are not applicable on the Company.

INTERNAL AUDITORS

The Company has appointed in house Internal Auditor Mr. Sumant Samanta Singhar S/o Mr. Madhusudan Samanta
Singhar R/o House No. 52, Yamaha Vihar, Sector-49, Noida-201301 (U.P.) to undertake the Internal Audit of the
Company.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 the company has appointed Anand Nimesh & Associates., Company Secretaries
to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as “Annexure A”

QUALIFICATIONS/ADVERSE REMARKS/OBSERVATIONS BY SECRETARIAL AUDITOR

The Secretarial Auditor of the Company made the following observations:

S.No.	OBSERVATIONS	MANAGEMENT RESPONSE
1.	As per Regulation 31 of SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015, shareholding of promoter(s) and promoter group is not in dematerialized form.	The application in this regard is filed and is under process.
2.	The entire shares of the company are in physical mode only.	The application in this regard is filed and is under process.
3.	According to the provision of Rule 19(2) and rule 19A of the Securities Contracts (regulation) rules, 1957 as amended from time to time read with other applicable provisions if any, and the Listing Agreement the company has not complied with the minimum public shareholding requirements.	As suggested by the BSE Limited, The application in this regard is filed and is under process.
4.	There is a difference in “Listed capital” between Companies Record and Record held with the Exchange.	The application in this regard is filed and is under process.
5.	As per the provisions of Regulation 30(6) and Schedule III of SEBI (LODR) Regulations, 2015 read with SEBI Circular CIR/CFD/CMD/4/2015 dated September 09, 2015, it is observed that Outcome of Board Meeting to consider Financial Results, as required under Para A.4 of Part A of Schedule III of SEBI (LODR) Regulations,2015 were not submitted within stipulated time period.	Response is sent to the BSE Limited and compliance was made accordingly.
6.	It was observed that the company has not provided conclusion time in the proceedings of general meeting submitted to the exchange for Annual General Meeting held on 25th September, 2023.	Response is sent to the BSE Limited and compliance was made accordingly.
7.	“It was observed during the audit period from the submission made under regulation 31 of LODR and Reg 76 of DP regulation for quarter ended Dec 31,2023 that there is a mismatch in total no of shares held in Shareholding Pattern and Reconciliation of Share capital Audit report during the period under review.	Response is sent to the BSE Limited and compliance was made accordingly.
8.	Declaration or Statement of Impact of Audit Qualifications not submitted for Year Ended March 2023 with the exchange with reference to the Financial Results filed under Regulation 33/52 of SEBI (LODR) Regulations 2015.	The Exchange has sent mail and asked the company to rectify the same and company has replied the same

COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE:

We have duly complied with all the guidelines issued by SEBI/Stock Exchange.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this
Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding
compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

SECRETARIAL STANDARDS OF ICSI:

The Directors have devised proper systems and processes for complying with the requirements of applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate
and operating effectively.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor 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 officers or employees, the details of which would need to be mentioned in the Board''s report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure B” and
same is made available on the Company''s website and can be accessed at http://www.pushpsons.com/annual-
reports.html.

RISK MANAGEMENT:

Pursuant to the requirement of the Listing Agreement, the company has comprehensive risk management framework
which is periodically reviewed by the company.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

The Company has one Managing Director, one Executive Director and one Non-Executive Director. No remuneration
has been paid to them. The Company has not paid any remuneration that is covered by the provisions contained
in Rule 5(2) and Rule 5 (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

The Company has zero tolerance for sexual harassment at workplace. During the year under review there were no
complaint received and no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Further Company is committed to providing equal opportunities without regard to their race, caste, sex, religion,
colour, nationality, disability etc. (permanent, temporary, contractual and trainees) as well as any women visiting the
Company& premises or women service providers are covered under this policy. All employees are treated with dignity
with a view to maintain a work environment free from Sexual harassment whether physical, verbal or psychological.

POLICY ON VIGIL MECHANISM

The Company has adopted a whistleblower mechanism for Directors and employees to report concerns about
unethical behavior, actual or suspected fraud, or violation of the Company''s code of conduct and ethics.

LISTING INFORMATION

The Company''s shares are listed on BSE Limited; Mumbai vide Script Code: 531562.

DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES, AND HIGHLIGHTS
OF THEIR PERFORMANCE AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY.

There is no subsidiary, associates and joint ventures of the company and further there are no companies, which have
become or ceased to be the subsidiary, joint venture and Associate Company during the year.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincere thanks to the Members of the Company, Bankers, State-
Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co¬
operation and assistance.

For and on behalf of the Board

Sd/-

Pankaj Jain

New Delhi Chairman (Director)

12th August, 2024 DIN: 00001923

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 20th Annual Report together with the audited Statements of Accounts for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS

Year ended Year ended 31.03.2014 31.03.2013 Rupees Rupees

Sales and Other Income 4,54,19,995 1,85,10,097

Profit before interest and depreciation 57,77,768 15,61,364

Financial Expenses 1,13,850 1,32,480

Depreciation 13,57,227 13,54,263

Profit after Interest and depreciation 43,06,691 74,621

Net profit during the year 43,06,691 74,621

DIVIDEND

Due to inadequate profits and accumulated losses in the Company, your directors have decided not to recommend any dividend.

ANALYSIS AND REVIEW

(a) Industry Structure and Development

Your company is engaged in the exports and manufacturing of textiles made-ups and is directly linked with demand in the international market.

(b) Opportunity and Threats

Your company is doing regular efforts for cost reduction and to improve the efficiency and productivity. Once the global demand recession is over, the opportunities for exports should increase and to take full advantage. There are challenges, which in the short term, will moderate growth-inflation, high interest rates, depreciating rupee.

(c) Outlook

The company hopes to be benefited from their continuous efforts and expects an increase in demand in the Indian and Exports markets.

(d) Risks and Concern

The company has to meet the stiff competition, exchange rate fluctuation, uncertain customer schedules, aggressive pricing strategy of competitors and changing technology.

(e) Human Resources / Industrial Relations

It is the company''s belief that Human Resources is the driving force towards progress and success of a Company. The company seeks to motivate and retain its professionals by offering reasonable compensation and opportunity to grow in the organization. The total permanent employee''s strength was Nineteen (no. 19) as on 31st March, 2014. The Industrial relations remained cordial during the year.

DIRECTORS

Shri Dinesh Jain and Shri Vikram Prakash, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

In terms of Clause 49 of the Listing Agreement with stock exchange, the details of the Directors to be appointed / re-appointed are contained in the accompanying notice for convening the ensuing Annual General Meeting.

During the year Shri R. N. Bansal resigned and was relieved from the Board of Directors with effect from 24-02-2014. Your Board of Directors wish to place on record their sincere appreciation for the guidance and valuable contributions made by Shri R. N. Bansal in the deliberation of the Board of Directors during his tenure as Director of the company.

We, with great sorrow inform the demise of Dr. M. R. Jain on 03rd April, 2014, the Chairman and promoter director of our Company. The Company places record his vision and contributions to the growth of our Company.

AUDITORS

M/s. R. Verma & Associates, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment of the company as a statutory auditor.

CORPORATE GOVERNANCE

Your Company has always strived to comply with the appropriate standards for good corporate governance and It has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreements with Stock Exchanges are complied with.

A separate report on Corporate Governance along with a Certificate of Compliance from the Auditors, form part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

2. they 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 the affairs of the Company at the end of the financial year and of the profit of the Company for the year ended 31st March, 2014;

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

4. they had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

Particulars of employees in receipt of the remuneration in excess of the amount specified in Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees Rules, 1975) as amended from time to time do not apply to the Company as there was no employee in receipt of remuneration in excess of specified amount during the year.

FIXED DEPOSITS

The Company has not accepted any deposits from public during the year.

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

Information under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given below:

A. CONSERVATION OF ENERGYThe Company continues its policy of giving priority to energy conservation measures including regular review of energy generation and consumption and effective control on utilization of energy. During the year under report, Company has consumed 116848 (Previous Year 89487) units of power (KWH).

B. TECHNOLOGY ABSORPTION

Your Directors are of the opinion that the company has already opted for latest technology for producing Carpets, Durries and made-ups. Hence information specified in Form B is not applicable.

C. FOREIGN EXCHAGE EARNING AND OUTGO:

The exports on FOB basis are Rs. 406.78 Lacs (Previous year was Rs. 148.53 Lacs). The expenses in foreign exchange on Exhibition Expenses is Rs. 19.32 Lacs (Previous year was Rs. 7.17 Lacs)

ACKNOWLEDGEMENTS

Your directors wish to place on record its sincere appreciation for wholehearted timely support and contribution provided by your Company''s Bankers Indian Overseas Bank and all the vendors and dedication and commitment of the employees at all levels.

Your directors also take this opportunity to thank all the valued customers who have appreciated our products and patronized them.

Your directors convey their grateful thanks to the Government Authorities (Central & State), Business Associates & Shareholders, for their continued assistance, co-operation and patronage given by them.

For and on Behalf of the Board

Sd/- New Delhi Pankaj Jain 28th May, 2014 Chairman

---

Mar 31, 2013

Dear Members,

The Directors are pleased to present the 19th Annual Report together with the audited Statements of Accounts for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS

Year 2013 witnessed a turbulent business environment that moderated growth and there were challenges with inflation, deceleration growth and worsening investment climate which impacted consumer sentiments. The global economic environment was confronted with Eurozone sovereign debt crises, fluctuating global commodity prices and adverse market conditions prevailing in Europe and USA, etc.

The revenue from operations for the year under review was Rs 179.24 Lacs (Previous year Rs. 284.37). The net profit for the year is Rs. 0.75 Lacs (Previous year net loss was Rs. 11.34 Lacs) after depreciation of Rs. 13.54 Lacs (Previous year Rs.13.14 Lacs).

DIVIDEND

The directors do not recommend any payment of dividend in view of the accumulated losses.

DIRECTORS

Shri Pankaj Jain and Shri S. B. L. Jain, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

AUDITORS

M/s. R. Verma & Associates, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment of the company as a statutory auditor.

CORPORATE GOVERNANCE

Your Company has always strived to comply with the appropriate standards for good corporate governance and It has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreements with Stock Exchanges are complied with.

A separate report on Corporate Governance along with a Certificate of Compliance from the Auditors, form part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

2. they 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 the affairs of the Company at the end of the financial year and of the profit of the Company for the year ended 31st March, 2013.

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

4. they had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

Particulars of employees in receipt of the remuneration in excess of the amount specified in Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees Rules, 1975) as amended from time to time do not apply to the Company as there was no employee in receipt of remuneration in excess of specified amount during the year.

FIXED DEPOSITS

The Company has not accepted any deposits from public during the year.

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

Information under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given below:

A. CONSERVATION OF ENERGY

The Company continues its policy of giving priority to energy conservation measures including regular review of energy generation and consumption and effective control on utilization of energy.

During the year under report, Company has consumed 89487 (Previous Year 107706) units of power

(KWH).

B. TECHNOLOGY ABSORPTION

Your Directors are of the opinion that the company has already opted for latest technology for producing Carpets, Durries and made-ups. Hence information specified in Form B is not applicable.

C. FOREIGN EXCHAGE EARNING AND OUTGO:

The exports on FOB basis are Rs. 148.53 Lacs (Previous year was Rs.255.47 Lacs). The expenses in foreign exchange on Exhibition Expenses is Rs. 7.17 Lacs (Previous year was Rs. 14.35 Lacs)

ACKNOWLEDGEMENTS

Your directors wish to place on record its sincere appreciation for wholehearted timely support and contribution provided by your Company''s Bankers Indian Overseas Bank and all the vendors and dedication and commitment of the employees at all levels.

Your directors also take this opportunity to thank all the valued customers who have appreciated our products and patronized them.

Your directors convey their grateful thanks to the Government Authorities (Central & State), Business Associates & Shareholders, for their continued assistance, co-operation and patronage given by them.

For and on behalf of the Board

Sd/-

New Delhi Pankaj Jain

May 18th. 2013 Director

---

Mar 31, 2012

The Directors are pleased to present the 18th Annual Report together with the audited Statements of Accounts for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

Year 2012 witnessed a turbulent business environment that moderated growth and there were challenges with inflation, deceleration growth and worsening investment climate which impacted consumer sentiments. The global economic environment was confronted with Eurozone sovereign debt crises, fluctuating global commodity prices and adverse market conditions prevailing in Europe and USA, etc.

The revenue from operations for the year under review was Rs 284.37 Lacs (Previous year Rs. 331.42). The net loss for the year was Rs. 11.34 Lacs (Previous year Profit Rs 4.08 Lacs) after depreciation of RS.13.14 Lacs (Previous year Rs.12.80 Lacs).

DIVIDEND

The directors do not recommend any payment of dividend in view of the accumulated losses.

ANALYSIS AND REVIEW

(a) Industry Structure and Development

Your company is engaged in the exports and manufacturing of textiles made-ups and is directly linked with demand in the international market.

(b) Opportunity and Threats

Your company is doing regular efforts for cost reduction and to improve the efficiency and productivity. Once the global demand recession is over, the opportunities for exports should increase and to take full

advantage. There are challenges, which in the short term, will moderate growth- inflation, high interest rates, depreciating rupee.

(e) Outlook

The company hopes to be benefited from their continuous efforts and expects an increase in demand in the Indian and Exports markets.

(d) Risks and Concern

The company has to meet the stiff competition, exchange rate fluctuation, uncertain customer schedules, aggressive pricing strategy of competitors and changing technology.

(e) Human Resources/Industrial Relations

It is the company's belief that Human Resources is the driving force towards progress and success of a Company. The company seeks to motivate and retain its professionals by offering reasonable compensation and opportunity to grow in the organization. The total permanent employee's strength was Fifteen (no. 15) as on 31st March, 2012. The Industrial relations remained cordial during the year.

DIRECTORS

Shri Dinesh Jain and Shri R. N. Bansal, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

AUDITORS

M/s. R. Verma & Associates, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment of the company as a statutory auditor.

CORPORATE GOVERNANCE

Your Company has always strived to comply with the appropriate standards for good corporate governance and It has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreements with Stock Exchanges are complied with.

A separate report on Corporate Governance along with a Certificate of Compliance from the Auditors, form part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

2. they 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 the affairs of the Company at the end of the financial year and of the loss of the Company for the year ended 31st March, 2012;

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

4. they had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

Particulars of employees in receipt of the remuneration in excess of the amount specified in Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees Rules, 1975) as amended from time to time do not apply to the Company as there was no employee in receipt of remuneration in excess of specified amount during the year.

FIXED DEPOSITS

The Company has not accepted any deposits from public during the year.

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

Information under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given below:

A. CONSERVATION OF ENERGY

The Company continues its policy of giving priority to energy conservation measures including regular review of energy generation and consumption and effective control on utilization of energy.

During the year under report, Company has consumed 107706 (Previous Year 118784) units of power (KWH).

B. TECHNOLOGY ABSORPTION

Your Directors are of the opinion that the company has already opted for latest technology for producing Carpets, Durries and made-ups. Hence information specified in Form B is not applicable.

C. FOREIGN EXCHAGE EARNING AND OUTGO:

The exports on FOB basis are Rs. 255.22 Lacs (Previous year Rs.290.46 Lacs). The expenses in foreign exchange on Exhibition Expenses is Rs. 14.35 Lacs and commission and freight are Rs. 0.67 Lacs (Previous year Rs. 0.41 Lacs.)

ACKNOWLEDGEMENTS

Your directors wish to place on record its sincere appreciation for wholehearted timely support and contribution provided by your Company's Bankers Indian Overseas Bank and all the vendors and dedication and commitment of the employees at all levels.

Your directors also take this opportunity to thank all the valued customers who have appreciated our products and patronized them.

Your directors convey their grateful thanks to the Government Authorities (Central & State), Business Associates & Shareholders, for their continued assistance, co-operation and patronage given by them.

For and on Behalf of the Board

Sd/-

New Delhi Dr. M. R. Jain

30th May, 2012 Chairman

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 17th Annual Report together with the audited Statements of Accounts for the year ended March 31st 2011.

FINANCIAL RESULTS

Amount in Rs.

For the year For the year ended ended 31.03.2011 31.03.2010

Sales & Other Income 3,39,71,286 3,95,65,112

Profit before interest and depreciation 17,95,681 46,90,843

Financial Expenses 1,07,530 1,37,538

Depreciation 12,80,171 13,82,192

Profit /(Loss) after Depreciation 4,07,980 45,97,266 before Exceptional Items

Loss on disposal / write off of assets 0 14,26,153

Public Issue Expenses Written Off 0 32,30,269

Profit/(Loss) during the year 4,07,980 (59,156)

OPERATIONS AND FUTURE PROSPECTS

During the year under review the company has achieved sales of Rs. 293.41 Lacs as against Rs. 346.93 Lacs in the previous year.

DIVIDEND

The Directors do not recommend any payment of dividend in view of the accumulated past losses.

MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Structure and Development

Your,company is engaged in the manufacturing of textiles made-ups and is directly linked with the performance of the textiles industry.

(b) Opportunity and Threats

Global buyers have begun looking at India for quality supplies at lower costs. Your company is doing regular efforts for cost reduction and to improve the efficiency and productivity.

(c) Outlook

The company hopes to be benefited from their continuous efforts and expects an increase in demand in the Indian and Exports markets.

(d) Risks and Concern

The company has to meet the stiff competition, exchange rate fluctuation, uncertain customer schedules, aggressive pricing strategy of competitors and changing technology.

(e) Internal Control and their Adequacy

Your company possesses strong internal control system to ensure that all the assets are safeguarded and protected against unauthorized use or disposition and that transactions are authorized, recorded and reported correctly.

(f) Human Resources/Industrial Relations

It is the company's belief that Human Resources is the driving force towards progress and success of a Company. The company seeks to motivate and retain its professionals by offering reasonable compensation and opportunity to grow in the organization. The total permanent employee's strength was Nineteen (no. 19) as on 31 st March, 2011. The Industrial relations remained cordial during the year.

DIRECTORS

Shri Pankaj Jain and Shri Vikram Prakash, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

AUDITORS

M/s. R. Verma & Associates, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment of the company as a statutory auditor.

CORPORATE GOVERNANCE

Your Company has always strived to comply with the appropriate standards for good corporate governance and it has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreements with Stock Exchanges are complied with.

A separate report on Corporate Governance along with a Certificate of Compliance from the Auditors, form part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

2. they 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 the affairs of the Company at the end of the financial year and of the profit of the* Company for the year ended 31st March, 2011;

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

4. they had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

Particulars of employees in receipt of the remuneration in excess of the amount specified in Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees Rules, f 975) as amended from time to time do not apply to the Company as there was no employee in receipt of remuneration in excess of specified amount during the year.

FIXED DEPOSITS

The Company has not accepted any deposits from public during the year.

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

Information under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given below:

A. CONSERVATION OF ENERGY

The Company continues its policy of giving priority to energy conservation measures including regular review of energy generation and consumption and effective control on utilization of energy.

During the year under report, Company has consumed 118784 (Previous Year 126856) units of power (KWH).

B. TECHNOLOGY ABSORPTION

Your Directors are of the opinion that the company has already opted for latest technology for producing Carpets, Durries and made-ups. Hence information specified in Form B is not applicable.

C. FOREIGN EXCHANGE EARNINGS & OUTGO:

Particulars Current Year Previous Year (Rs. in Lacs) (Rs in Lacs)

1.Foreign Exchange Earnings Exports on FOB basis 290.46 320.88

2.Foreign Exchange outgo - 0.41 Nil Commission on Export

ACKNOWLEDGEMENTS

Your directors wish to place on record its sincere appreciation for wholehearted timely support and contribution provided by your Company's Bankers Indian Overseas Bank and all the vendors and dedication and commitment of the employees at all levels.

Your directors also take this opportunity to thank all the valued customers who have appreciated our products and patronized them.

Your directors convey their grateful thanks to the Government Authorities (Central & State), Business Associates & Shareholders, for their continued assistance, co-operation and patronage given by them

For and on Behalf of the Board

Sd/-

Dr. M. R. Jain Chairman & Managing Director

New Delhi 19th May, 2011

---

Mar 31, 2010

The Directors have pleasure in presenting the 16th Annual Report together with the audited Statements of Accounts for the year ended March 31st 2010.

FINANCIAL RESULTS

Amount in Rs.

For the year ended For the year ended

31.03.2010 31.03.2009



Sales & Other Income 3,95,65,112 3,68,73,017

Profit before interest and depreciation 46,90,843 51,62,028

Financial Expenses 1,37,538 1,15,567

Depreciation 13,82,192 58,34,772

Profit (Loss) after Depreciation before Exceptional Items 45,97,266 4,40,000 Loss on disposal/write off of assets 14,26,153 3,48,311

Public Issue Expenses Written Off 32,30,269 -

Fringe Benefit Tax - 16,710

Loss during the year 59,156 8,05,021

OPERATIONS AND FUTURE PROSPECTS

During the year under review the company has achieved sales of Rs.346.93 Lacs as against Rs. 336.91 Lacs in the previous year.

DIVIDEND

In view of the loss no dividend has been declares during the year.

DIRECTORS

Shri Dinesh Jain and Shri S.B.L. Jain, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

AUDITORS

M/s. R. Verma & Associates, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment of the company as a statutory auditor.

CORPORATE GOVERNANCE

Your Company has always strived to comply with the appropriate standards for good corporate governance and It has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreements with Stock Exchanges are complied with.

A separate report on Corporate Governance along with a Certificate of Compliance from the Auditors, form part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

2. they 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 the affairs of the Company at the end of the financial year and of the loss of the Company for the year ended 31st March, 2010;

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

4. they had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

Particulars of employees in receipt of the remuneration in excess of the amount specified in Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees Rules, 1975) as amended from time to time do not apply to the Company as there was no employee in receipt of remuneration in excess of specified amount during the year.

FIXED DEPOSITS

The Company has not accepted any deposits from public during the year.

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

Information under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given below:

A. CONSERVATION OF ENERGY

The Company continues its policy of giving priority to energy conservation measures including regular review of energy generation and consumption and effective control on utilization of energy.

During the year under report, Company has consumed 126856 (Previous Year 114506) units of power (KWH).

B. TECHNOLOGY ABSORPTION

Your Directors are of the opinion that the company has already opted for latest technology for producing Carpets, Durries and made-ups. Hence information specified in Form B is not applicable.

C. FOREIGN EXCHANGE EARNINGS & OUTGO:

Particulars Current Year Previous Year

(Rs. in Lacs) (Rs in Lacs)

1. Foreign Exchange Earnings

Exports on FOB basis 320.88 317.92

2. Foreign Exchange outgo Nil 1.56

ACKNOWLEDGEMENTS

Your directors wish to place on record its sincere appreciation for wholehearted timely support and contribution provided by your Companys Bankers Indian Overseas Bank and all the vendors and dedication and commitment of the employees at all levels.

Your directors also take this opportunity to thank all the valued customers who have appreciated our products and patronized them.

Your directors convey their grateful thanks to the Government Authorities (Central & State), Business Associates & Shareholders, for their continued assistance, co-operation and patronage given by them

For and on Behalf of the Board



Sd/-

New Delhi Dr. M. R. Jain 22nd May, 2010 Chairman & Managing Director