Kush Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors present the 33^rd ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2024-25 ended 31^st March, 2025.

1. FINANCIAL RESULTS :		(Rs. in Lakh)
Particulars	2024-25	2023-24
Profit/(Loss) before Depreciation and Tax	(5.19)	(4.30)
Less/(Add): Depreciation	(0.02)	(0.02)
Profit/(Loss) before exceptional items	(5.21)	(4.32)
Exceptional items	-	231.40
Profit/(Loss) before/after tax	(5.21)	227.08
Tax	-	-
Profit/(Loss) after tax	(5.21)	227.08
Other comprehensive income	7.47	4.95
Opening debit balance of Profit & Loss	(2211.68)	(2443.71)
Loss carried forward to Balance sheet	(2209.41)	(2211.68)

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1^st April, 2025 and date of this report.

2. REVIEW OF OPERATIONS / COMPANY AFFAIRS:

During the year under review, the sales value is Rs. 0.92 Lakh, against sales value of Rs. 66.32 lakh in the previous year. The Company incurred Loss before Depreciation of Rs. 5.19 lakh compared to Loss of Rs. 4.30 lakh (before Exceptional item of Rs. 231.40 lakh) in the previous year. After providing for Depreciation, effect of Exceptional items and Tax expenses the Net Loss during the year stood at Rs. 5.21 lakh compared to Net Profit of Rs. 227.08 lakh in the previous year.

The Other Comprehensive Income stood at Rs. 7.47 lakh during the year as compared to profit of Rs. 4.95 lakh in the previous year.

3. DIVIDEND & DIVIDEND DISTRIBUTION POLICY:

In view of the large accumulated losses, your Directors regret their inability to recommend any dividend on the Equity Shares of the Company.

4. FUTURE OUT LOOK:

The Company will explore other profitable activities for company in future.

5. FINANCE:

Fund arrangements including working capital have been prudently managed and during the current financial year company did not enjoy any financial assistance from Financial Institutions and Banks. The Company has not raised any term loan during the year as well as not given any guarantee for loans taken by others from bank or financial institutions.

6. INCOME TAX ASSESSMENT:

The regular Income tax assessment of the Company has been completely till Assessment Year 202425. But the Company has disputed liability of Rs. 81.64 Lakhs plus interest for Assessment Year 201718 against which company had paid Rs.22.53 Lakh against pendency of appeal before the Commissioner (Appeals). Sales tax assessment is completed up to the Financial Year 2001-02.

7. LISTING:

The Equity Shares of the Company are listed on BSE Limited. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2025-26.

8. SHARE CAPITAL:

There are no changes in the authorized share capital and paid-up share capital during the period under review.

The issued, subscribed and paid up Share Capital of the Company as on 31^st March, 2025 was Rs. 15,25,00,000/-. As on 31^st March, 2025, the Company has not issued shares with differential voting rights nor granted stock options nor do sweat equity and none of the Directors of the Company hold any convertible instruments.

9. DIRECTORS:

9.1 One of your Directors viz. Mrs. Kiran M. Virani (DIN: 07126947), retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers herself for reappointment.

The above re- appointment forms part of the Notice of the forthcoming 33^rd AGM and the resolutions are recommended for your approval.

9.2 Brief profile of the Director who is being appointed or re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the notice for the forthcoming AGM of the Company.

9.3 The Board of Directors duly met 4 times during the financial year under review. The details of Board Meeting convened and held, are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and circulars and regulations issued under SEBI (LODR) Regulations, 2015 as amended from time to time.

9.4 The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act.

9.5 FORMAL ANNUAL EVALUATION:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

9.6 DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that 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 31^st March, 2025 being end of the financial year 2024-25 and of the loss of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) 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.

(vi) 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.

9.7 With respect to the loans advanced by the Directors to the Company, the Company has received necessary declarations from Directors that the said loan is not given out of funds acquired by them by borrowing or accepting loans or deposits from others.

10. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

11. MANAGERIAL REMUNERATION:

REMUNERATION OF DIRECTORS:

The Company has not paid any Managerial Remuneration or other benefits to any of its Directors. The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. The Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

The Nomination and Remuneration Policy are available on the Company’s website-www.kushindustrieslimited.com

12. KEY MANAGERIAL PERSONNEL (KMP) AND PERSONNEL:

The company at present has the following two personnel, statutorily required:

Remuneration of KMP:
Sr. No.	Name of the KMP	Designation	Remuneration
1.	Mr. Dipak S. Patel	CFO	2,40,000
2.	Mrs. Bhoomi S. Shah	Company Secretary	2,40,000

13. PERSONNEL AND H. R. D.:

13.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

The numbers of Employees of the Company are 2 (Two). The relationship between average increase in remuneration and Company’s performance is as per the appropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.

13.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies (Appointment & Remuneration of Managerial personnel) Rules, 2014.

14. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors’ Report.

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at www.kushindustrieslimited.com

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

The information required under Section 134(3) (m) of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure - A.

16. CORPORATE GOVERNANCE AND MDA:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance, Management Discussion and Analysis (MDA) and a certificate regarding compliance with the conditions of Corporate Governance are appended to the Annual Report as Annexure - B.

17. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - D.

There are no remarks / qualification in the Secretarial Audit Report, hence no explanation has been offe red.

Based on the recommendation of the Audit Committee, in terms of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Board of Directors has recommended the appointment of M/s. Nishant Pandya & Associates, Practising Company Secretaries (Firm Registration No. S2019GJ700100) as Secretarial Auditors of the Company for a period of 5 years and to hold office as Secretarial Auditors from the conclusion of the ensuing 33^rd AGM till the conclusion of 38^th AGM for approval of shareholders/members of the Company.

The Company has obtained consent from M/s. Nishant Pandya & Associates, Practising Company Secretaries to the effect that their appointment as Secretarial Auditors of the Company for period of 5 years i.e. for the Financial Years 2025-26 to 2029-30, if made, will be in accordance with the provisions of Section 204 of the Companies Act, 2013.

18. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return as on 31^st March, 2025 is available on the Company’s website www.kushindustrieslimited.com.

19. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

20. GENERAL:

20.1. STATUTORY AUDITORS:

The remarks of Auditor are self explanatory and have been explained in Notes on Accounts.

The term of the present Auditors of the Company, M/s. V H Gundarwala & Co., Chartered Accountants (Firm Registration No. 113291W) ends upon the conclusion of the ensuing 33^rd AGM.

In terms of Section 139 of the Companies Act, 2013 read with Companies (Audit & Auditors) _Rules, 2014, the Board of Directors has recommended the appointment of M/s. P S S P & Co.,

Chartered Accountants (Firm Registration No. 129147W) as Statutory Auditors of the Company for a period of 5 years and to hold office as Statutory Auditors from the conclusion of the ensuing 33^rd AGM till the conclusion of 38^th AGM on remuneration to be decided by the Board or Committee thereof.

The Company has obtained consent from M/s. P S S P & Co., Chartered Accountants to the effect that their appointment as Auditors of the Company for period of 5 years i.e. for the Financial Years 2025-26 to 2029-30, if made, will be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013.

The Shareholders are requested to consider and approve the appointment of the Statutory Auditors of the Company.

20.2 FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

20.3 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.

20.4 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs.

20.5 RESEARCH & DEVELOPMENT:

The Company is continuously working on Research and Development resulting in new innovation leading to cost reduction and better product quality.

20.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

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

There have been no significant and material orders passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

20.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

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

The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint as under:

a. Number of complaints received during the year Nil

b. Number of complaints disposed off during the year Nil

c. Number of cases pending for more than 90 days Nil

20.10 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

20.11 SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company.

20.12 DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY:

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016. Further, there was no instance of one-time settlement with any Bank or Financial Institution.

20.13 AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:

No agreements have been entered / executed by the parties as mentioned under clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the Management or Control of the Company or impose any restriction or create any liability upon the Company.

21. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

22. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

23. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE979D01011.

24. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period pursuant to the provisions under section 135 in respect of CSR, the same is not applicable to the Company. Hence, your Directors have not constituted the Corporate Social Responsibility (CSR) Committee.

25. INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI, your Directors have framed and approved Insider Trading Policy for the Company i.e. ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information’ and ‘Code of Conduct for Regulating Monitoring and Reporting of T rading by Designated Persons/Insiders’. The Policy is available on the company’s website.

26. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961:

The Company is in compliance of the provision of Maternity Benefit Act, 1961 to the extent applicable.

27. ACKNOWLEDGEMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co operation. Your Directors also place on record their grateful appreciation and co operation received from Bankers, Financial Institutions, Government Agencies and employees of the Company.

---

Mar 31, 2024

Your Directors present the 32^nd ANNUAL REPORT together with the Audited Financial Statements for the
Financial Year 2023-24 ended 31^st March, 2024.

1. FINANCIAL RESULTS :

('' in Lakh)

Particulars	2023-24	2022-23
Profit/(Loss) before Depreciation and Tax	(4.30)	(7.72)
Less/(Add): Depreciation	(0.02)	(4.42)
Profit/(Loss) before exceptional items	(4.32)	(12.14)
Exceptional items	231.40	-
Profit/(Loss) before/after tax	227.08	(12.14)
Tax	-	-
Profit/(Loss) after tax	227.08	(12.14)
Other comprehensive income	4.95	(1.25)
Opening debit balance of Profit & Loss	(2443.71)	(2430.32)
Loss carried forward to Balance sheet	(2211.68)	(2443.71)

There are no material changes and commitment affecting the financial position of the Company which have
occurred between 1^st April, 2024 and date of this report.

2. REVIEW OF OPERATIONS / COMPANY AFFAIRS:

During the year under review, the sales value is Rs. 66.32 Lakh, against sales value of Rs. 82.39 in
the previous year. The Company incurred Loss before Depreciation of Rs. 4.30 lakh compared to
Loss of Rs. 7.72 lakh in the previous year. After providing for Depreciation, effect of Exceptional items
and Tax expenses the Net profit during the year stood at Rs. 227.08 lakh compared to Net Loss of Rs.
12.14 lakh in the previous year.

During the year under review, the Profit before/ after tax amounted to Rs. 227.08 lakh, mainly due to
exceptional and one time income being profit of Rs. 231.40 lakh on disposal of undertaking at plot no,
129, GIDC, Ankleshwar. Excluding the same, the Loss before Depreciation and Tax was at Rs. 4.30
lakh as compared to loss of Rs. 7.72 lakh in the previous year.

The other comprehensive income stood at Rs. 4.95 lakh during the year as compared to loss of Rs.
1.25 lakhs in the previous year.

3. DIVIDEND & DIVIDEND DISTRIBUTION POLICY:

In view of the large accumulated losses, your Directors regret their inability to recommend any dividend
on the Equity Shares of the Company.

4. FUTURE OUT LOOK:

The Company had started new trading activity in ceramics in last year but the same could not be
extended hence will explore other profitable activities for company in future

5. FINANCE:

Fund arrangements including working capital have been prudently managed and during the current
financial year company did not enjoy any financial assistance from Financial Institutions and Banks.

The Company has not raised any term loan during the year as well as not given any guarantee for
loans taken by others from bank or financial institutions.

6. INCOME TAX ASSESSMENT:

The regular Income tax assessment of the Company has been completed till Assessment Year 2017¬
18. The Company has disputed liability of Rs. 81.64 Lakhs plus interest for Assessment Year 2017-18
against which company had paid Rs.22.53 Lakh against pendency of appeal before the Commissioner
(Appeals). Sales tax assessment is completed up to the Financial Year 2001-02.

7. LISTING:

The Equity Shares of the Company are listed on BSE Limited. The Company is regular in payment of
Annual Listing Fees. The Company has paid Listing fees up to the year 2023-24.

8. SHARE CAPITAL:

There are no changes in the authorized share capital and paid-up share capital during the period
under review.

The issued, subscribed and paid up Share Capital of the Company as on 31^st March, 2024 was
Rs. 15,25,00,000/-. As on 31^st March, 2024, the Company has not issued shares with differential
voting rights nor granted stock options nor do sweat equity and none of the Directors of the Company
hold any convertible instruments.

9. DIRECTORS:

9.1 One of your Directors viz. Mr. Mansukhlal K. Virani (DIN: 00873403), retires by rotation in terms
of the Articles of Association of the Company. However, being eligible offers himself for
reappointment.

The above re- appointment forms part of the Notice of the forthcoming 32^nd AGM and the resolutions
are recommended for your approval.

9.2 The Board of Directors, in their meeting held on 30^th July, 2024 have appointed Mr. Hiren B.
Hirpara (DIN: 02164972), as an Additional Director (Non-executive Independent Director) w.e.f.
1^st September, 2024 based on the recommendation of the Nomination and Remuneration
Committee and subject to approval of members/shareholders. Furthermore, the appointment of
Mr. Hiren B. Hirpara as a Non-executive Independent Director for a period of 5 years is being
proposed at the ensuing 32^nd Annual General Meeting.

9.3 The Board, based on the recommendation of the Nomination and Remuneration Committee and
subject to approval of members/shareholders, had reappointed Mr. Mansukhlal K. Virani (DIN:
00873403), as Whole time Director of the Company for a period of 5 years with effect from 1^st
October, 2024 to hold the office upto the 30^th September, 2029.

9.4 Mr. Ranjitsinh A. Parmar will retire from the position of Independent Director of the Company
upon the conclusion of the ensuing 32^nd Annual General Meeting.

9.5 Brief profile of the Director who is being appointed or re-appointed as required under Regulations
36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in
the notice for the forthcoming AGM of the Company.

9.6 The Board of Directors duly met 4 times during the financial year under review. The details of
Board Meeting convened and held, are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013 and circulars and regulations issued under SEBI (LODR) Regulations, 2015 as amended
from time to time.

9.7 The Company has received necessary declaration from each Independent Director of the Company
under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their
independence laid down in Section 149(6) of the Act.

9.8 FORMAL ANNUAL EVALUATION:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the
performance of the Board of Directors as well as that of its Committees and individual Directors,

including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The
exercise was carried out through an evaluation process covering aspects such as composition of
the Board, experience, competencies, governance issues etc.

9.9 DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;

(ii) that 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 31^st March, 2024 being end of the financial year
2023-24 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) 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.

(vi) 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.

9.10 With respect to the loans advanced by the Directors to the Company, the Company has received
necessary declarations from Directors that the said loan is not given out of funds acquired by
them by borrowing or accepting loans or deposits from others.

10. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Company''s policies, safeguarding of assets, prevention and
detection of frauds and errors, accuracy and completeness of the accounting records and the timely
preparation of reliable financial disclosures.

11. MANAGERIAL REMUNERATION:

REMUNERATION OF DIRECTORS:

The Company has not paid any Managerial Remuneration or other benefits to any of its Directors. The
Board of Directors has framed a Remuneration Policy that assures the level and composition of
remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial
Personnel and Senior Management to enhance the quality required to run the Company successfully.
The Relationship of remuneration to performance is clear and meets appropriate performance
benchmarks. All the Board Members and Senior Management personnel have affirmed time to time
implementation of the said Remuneration policy.

The Nomination and Remuneration Policy are available on the Company''s website-
www.kushindustrieslimited.com

12. KEY MANAGERIAL PERSONNEL (KMP) AND PERSONNEL:

The company at present has the following two personnel, statutorily required:

Remuneration of KMP:

Sr. No.	Name of the KMP	Designation	Remuneration
1.	Mr. Dipak S. Patel	CFO	2,40,000
2.	Mrs. Bhoomi S. Shah	Company Secretary	2,40,000

13. PERSONNEL AND H. R. D.:

13.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued
to give ever increasing importance to training at all levels and other aspects of H. R. D.

The numbers of Employees of the Company are 2 (Two). The relationship between average
increase in remuneration and Company''s performance is as per the appropriate performance
benchmarks and reflects short and long term performance objectives appropriate to the working
of the Company and its goals.

13.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies
(Appointment & Remuneration of Managerial personnel) Rules, 2014.

14. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT &
SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered
under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the
notes to the Financial Statements attached to the Directors'' Report.

All transactions entered by the Company during the financial year with related parties were in the
ordinary course of business and on an arm''s length basis. During the year, the Company had not
entered into any transactions with related parties which could be considered as material in accordance
with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as
approved by the Board may be accessed on the Company''s website at www.kushindustrieslimited.com

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

The information required under Section 134(3) (m) of the Companies Act, 2013 and Rule 8(3) of
Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption
forms part of this report and is given by way of Annexure - A.

16. CORPORATE GOVERNANCE AND MDA:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Report on Corporate Governance, Management Discussion and
Analysis (MDA) and a certificate regarding compliance with the conditions of Corporate Governance
are appended to the Annual Report as Annexure - B.

17. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the
Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad.
The said Report is attached with this Report as Annexure - D.

There are no remarks / qualification in the Secretarial Audit Report, hence no explanation has been
offered.

18. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the draft Annual Return as on 31^st March, 2024 is
available on the Company''s website www.kushindustrieslimited.com.

19. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS’
RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

20. GENERAL:

20.1. STATUTORY AUDITORS:

The present Auditors of the Company M/s. V H Gundarwala & Co., Chartered Accountants
(Firm Registration No. 113291W), were appointed as Statutory Auditors of the Company at the
28^th Annual General Meeting for a period of 5 years i.e. for financial years 2020-21 to 2024-25.
They continue to hold office as Statutory Auditors till the conclusion of 33^rd AGM to be held in the
year 2025.

The remarks of Auditor are self explanatory and have been explained in Notes on Accounts.

20.2 FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014.

20.3 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit
Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by
assessing the threats and opportunities that will impact the objectives set for the Company as
a whole. The Policy is designed to provide the categorization of risk into threat and its cause,
impact, treatment and control measures. As part of the Risk Management policy, the relevant
parameters for protection of environment, safety of operations and health of people at work are
monitored regularly with reference to statutory regulations and guidelines defined by the
Company.

20.4 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs.

20.5 RESEARCH & DEVELOPMENT:

The Company is continuously working on Research and Development resulting in new
innovation leading to cost reduction and better product quality.

20.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors
and Senior Management. All the Board Members and Senior Management personnel have
affirmed compliance with the code of conduct.

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

There have been no significant and material orders passed by any regulators or courts or
tribunals, impacting the going concern status of the Company and its future operations.

20.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations.
The Company''s policy requires conduct of operations in such a manner, so as to ensure safety
of all concerned, compliances of environmental regulations and preservation of natural
resources.

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

The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. During the year under review, the Company did not receive any complaint.

20.10 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the
Companies Act, 2013.

20.11 SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company
Secretaries of India, which are mandatorily applicable to the Company.

20.12 DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY:

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016. Further,
there was no instance of one-time settlement with any Bank or Financial Institution.

20.13 AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:

No agreements have been entered / executed by the parties as mentioned under clause 5A of
paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements)
Regulations, 2015 which, either directly or indirectly effect / impact the Management or Control
of the Company or impose any restriction or create any liability upon the Company.

21. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards
referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are
consistently applied are set out in the Notes to the Financial Statements.

22. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section
148 of the Companies Act, 2013, is not applicable to the Company.

23. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL
and CDSL. The ISIN No. allotted is INE979D01011.

24. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period pursuant to the provisions under section 135 in respect of CSR, the same is not
applicable to the Company. Hence, your Directors have not constituted the Corporate Social
Responsibility (CSR) Committee.

25. INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI, your Directors have framed and
approved Insider Trading Policy for the Company i.e. ‘Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information'' and ‘Code of Conduct for Regulating Monitoring
and Reporting of Trading by Designated Persons/Insiders''. The Policy is available on the company''s
website.

26. ACKNOWLEDGEMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their
constant support and co operation. Your Directors also place on record their grateful appreciation and
co operation received from Bankers, Financial Institutions, Government Agencies and employees of
the Company.

For and on behalf of the Board,

Place : Ankleshwar Mansukh K. Virani

Date : 30^th July, 2024 Chairman

(DIN: 00873403)

---

Mar 31, 2015

Dear Shareholders,

The Directors present the 23rd ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2014 15 ended 31st March, 2015

1. FINANCIAL RESULTS:

(Rs in Lacs) Particulars 2014-15 2013-14

Profit before Depreciation 33.90 24.02

Less: Depreciation 31.32 49.86

Profit/(Loss) after depreciation 2.58 (25.84)

(Less): Prior period adjustments - (0.09)

(Less): Adjustments to Fixed Assets (109.94) -

(Loss) before tax (107.36) (25.93)

Add: Deferred Tax (Asset) 31.65 8.48

Less: Provision for tax - -

(Loss) after tax (75.71) (17.45)

Opening (debit) balance of Profit & Loss (2166.70) (2149.25)

(Loss) carried forward to Balance sheet (2242.41) (2166.70)

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1st April, 2015 and date of this report.

2. OPERATIONS:

During the year under review the sales comprised from the own production and job work of furnishing fabrics of Rs. 51.34 lacs as compared to Rs. 95.22 Lacs during 2013-14. The Company has earned other income of Rs. 81.31 Lacs during the year under review as compared to Rs. 39.05 lacs during 2013-14.

During the year under review, the Company earned Profit before Depreciation of Rs. 33.90 Lacs compared to Rs. 24.02 Lacs during 2013-

14. After providing for depreciation of Rs. 31.32 Lacs the profit after depreciation stood at Rs. 2.58 Lacs compared to loss of Rs. 25.84 Lacs during 2013-14.

After providing for prior period adjustments and adjustments for fixed assets, the Loss before tax stood at Rs. 107.36 Lacs compared to Loss of Rs. 25.93 Lacs during the year 2013-14. After taking credit of Rs. 31.65 lacs for deferred tax asset (previous year deferred tax asset for Rs. 8.48 lacs), the Loss for the year stood at Rs. 75.71 lacs compared to Loss of Rs. 17.45 lacs during the year 2013-14.

3. DIVIDEND:

In view of the large accumulated losses, your Directors regret their inability to recommend any dividend on the Equity Shares of the Company.

4. FUTURE OUT LOOK:

The Furnishing Fabrics unit of the Company generates cash profit by own marketing/ production and job work so in future the possibility of increasing margins are better.

5. FINANCE:

Fund arrangements including working capital have been prudently managed and during the current financial year company did not enjoy any financial assistance from Financial Institutions and Banks.

The Company has not raised any term loan during the year as well as not given any guarantee for loans taken by others from bank or financial institutions.

The Company's Income-tax Assessment has been completed up to the Assessment Year 2012-13 and Sales tax Assessment is completed up to the Financial Year 2001-02.

6. DIRECTORS:

6.1 Two of your Directors viz. Mr. Satish Batavia and Mr. Dinesh K. Patel resigned and Ms. Kiran M. Virani has been appointed as the Director of the Company during the year under review.

6.2 The Board of Directors duly met 6 times during the financial year under review.

6.3 The Board has made necessary evaluation of its own performance and that of its commitments and of individual Directors.

6.4 The performance evaluation of the Chairman, Executive and Non-Executive Directors was carried out by at the meeting of the Independent Directors held on 19th March, 2015.

6.5 DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that 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 31st March, 2015 being end of the financial year 2014-15 and of the Loss of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) 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.

(vi) 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.

7. MANAGERIAL REMUNERATION:

7.1 REMUNERATION OF DIRECTORS:

The Company has not paid any Managerial Remuneration or other benefits to any of its Directors. The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. The Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

8. KEY MANAGERIAL PERSONNEL (KMP) AND PERSONNEL:

There are no material payments to KMP/ Employees. As no material payments have been made the amount is not comparable with the performance of the Company. There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

9. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors' Report.

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

The information required under Section 134(3) (m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure- A.

11. CORPORATE GOVERNANCE AND MDA:

As per Clause 49 of the Listing Agreement and the Companies Act, 2013, Report on Corporate Governance and Management Discussion and Analysis (MDA) form part of this Annual Report. A certificate regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report as Annexure - B.

12. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - C. As regards the observation of the Auditors, the Company is in the process of identifying and appointing Whole-time Company Secretary and also developing functional website of the Company.

13. EXTRACT OF ANNUAL RETURN:

The extract of Annual return in Form - MGT-9 has been attached herewith as Annexure - D.

14. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

15. GENERAL:

15.1 AUDITORS:

The present Auditors of the Company M/s. Natvarlal Vepari & Co., Chartered Accounts, Surat, will retire at the ensuing 23rd Annual General Meeting. The Company has obtained from them consent to the effect that their reappointment as Auditors of the Company for period of 2 years commencing from the Financial Year 2015-16 to 2016-17, if made, will be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013. The remarks of Auditor are self explanatory and have been explained in Notes on Accounts.

15.2 INSURANCE:

The movable and immovable properties of the Company including plant and Machinery and stocks wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

15.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

15.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company.

15.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs.

15.6.RESEARCH & DEVELOPMENT:

The Company is continuously working on Research and Development resulting in new innovation leading to cost reduction and better product quality.

15.7 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

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

There have been no significant and material orders passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

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

The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.

15.10 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

16. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE979D01011.

17. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co operation. Your Directors also place on record their grateful appreciation and co operation received from Bankers, Financial Institutions, Government Agencies and employees of the Company.

For and on behalf of the Board

Place : Ankleshwar Kiran M. Virani Mansukh K. Patel Date : 29th July, 2015 Director Wholetime Director

---

Mar 31, 2014

Dear Members,

The Directors present the 22nd Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

(Rs in Lacs)

Particulars 2013-2014 2012-2013

Profit before Depreciation 24.02 57.46

Less: Depreciation 49.86 49.86

Profit/(Loss) after depreciation (25.84) 7.60

(Add)/Less: Prior period adjustments 0.09 (0.35)

Profit/(Loss) before tax (25.93) 7.95

(Add): Deferred Tax (Asset) (8.48) (8.16)

Less: Provision for tax - 1.25

Profit/ (Loss) after tax (17.45) 14.86

Opening (debit) balance of Profit & Loss (2149.25) (2164.11)

(Loss) carried forward to Balance sheet (2166.70) (2149.25)

2. OPERATIONS:

During the year under review the sales comprised from the own production of furnishing fabrics of Rs. 0.72 lacs as compared to Rs. 6.78 Lacs during 2012-13. The Company has earned job work income of Rs. 94.50 Lacs during the year under review as compared to Rs. 162.12 lacs during 2012-13.

During the year under review, the Company has incurred Loss before tax of Rs. 25.93 lacs compared to profit of Rs. 7.95 lacs during the year 2012-13. After taking credit of Rs. 8.48 lacs for deferred tax asset (previous year deferred tax assets for Rs. 8.16 lacs), the Loss for the year stood at Rs. 17.45 lacs compared to profit of Rs. 14.86 lacs during the year 2012-13.

3. DIVIDEND:

In view of the large accumulated losses, your Directors regret their inability to recommend any dividend on the Equity Shares of the Company.

4. FUTURE OUT LOOK:

The Furnishing Fabrics unit of the Company generates cash profit by own marketing/ production and job work so in future the possibility of increasing margins are better.

5. FINANCE:

Fund arrangements including working capital have been prudently managed and during the current financial year company did not enjoy any financial assistance from Financial Institutions and Banks.

The Company has not raised any new term loan during the year as well as not given any guarantee for loans taken by others from bank or financial institutions.

6. MANAGEMENT DISCUSSION AND ANALYSIS:

The furnishing fabric sector of the textile industry is a fashion driven segment and with improved life style and increased corporatisation, the market for furnishing fabric like home furnishing, curtains, upholstery, sofa cover, linen etc. is showing increasing trend. The company has focused on developing its own marketing. The company has started its own marketing so in future the possibility of increase margins are better.

The windmill unit of the company supplies free captive power to the furnishing fabric division that is a helpful feature for power cost competitiveness.

7. DIRECTORS:

7.1 Mr. Ranjitsinh A. Parmar and Mr. Priyesh G. Shah, being Independent Directors, are being appointed for a term of 5 years as per provisions of the Companies Act, 2013.

7.2 Mr. Satish V. Batavia resigned from the office of the Director w.e.f. 29th July, 2014.

7.3 Mr. Dineshchandra K. Patel retires by rotation at this Annual General Meeting, being eligible offers himself for reappointment.

7.4 Mr. Mansukh K. Patel has been reappointed as Whole-time Director of the Company.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors report as under:

(i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

(ii) That the Directors 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 31st March, 2014 and loss of the company for the year.

(iii) That the Directors 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/detecting frauds and other irregularities.

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

9. AUDIT COMMITTEE:

The Board of Directors have re-constituted Audit Committee consisting of the following:

1. Mr. Ranjitsinh A. Parmar Chairman

2. Mr.Dineshchandra K. PatelMember

3. Mr. Priyesh G. Shah Member

10. DEMATERIALISTION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE979D01011.

11. CORPORATE GOVERNANCE:

The Report on Corporate Governance prescribed in Clause 49 of the Listing Agreement along with the Certificate of Auditors is attached to this Report.

12. FIXED DEPOSITS:

The Company has not accepted during the year under review any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

13. PARTICULARS OF EMPLOYEE:

None of the employees is drawing remuneration requiring Disclosure information under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

14. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

(a) Conservation of Energy:

The Company gives top most priority to energy conservation and has undertaken continuous measures in this respect. New measures are planned to achieve further reduction in energy consumption. The Company has also commissioned and installed Wind Farm of 225 KW capacity at Dhank for generation of pollution free power.

(c) Technology Absorption:

The project of your Company has no foreign collaboration hence, no particulars are offered for the same.

15. RESEARCH & DEVELOPMENT:

The Company is continuously working on Research and Development resulting in new innovation leading to cost reduction and better product quality.

16. AUDITORS:

The present Auditors of the Company M/s. Natvarlal Vepari & Co., Chartered Accounts, Surat will retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company has obtained from them the written Certificate to the effect that their reappointment as Auditors of the Company for the Financial Year 2014-15, if made, will be in accordance with in the provisions of Section 139 and 141 of the Companies Act, 2013. The remarks of auditor and notes on accounts are self explanatory.

17. INSURANCE:

The assets of the Company have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

18. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors have constituted Nomination and Remuneration Committee consisting of the following:

1. Mr. Dineshchandra K. Patel Chairman

2. Mr. Priyesh G. Shah Member

3. Mr. Ranjitsinh A. Parmar Member

19. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

20. LISTING:

The Equity Shares continue to be listed on BSE Limited and Madras Stock Exchange Limited. The Company has applied for Delisting of Equity Share from Saurashtra Kutch Stock Exchange Limited and Madras Stock Exchange Limited. The Company has paid listing fees to BSE Limited up to the year 2014-15.

21. ACKNOWLEDGEMENT:

The Directors take this opportunity to express their sincere thanks and are extremely grateful for the continued support received from various authorities. The Directors also express their sincere thanks to the customers, suppliers and employees for their encouraging support and co-operation.

The Directors also express their sincere thanks to the shareholders for their continuing confidence in the Company.

For and on behalf of the Board

Place : Ankleshwar Mansukh K. Patel Dineshchandra K. Patel Date : 29th July, 2014 Wholetime Director Director

---

Mar 31, 2013

The Directors present the 21st Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS:

(Rs in Lacs)

Particulars 2012-2013 2011-2012

Profit before Depreciation 57.46 22.32

Less: Depreciation 49.86 49.86

Profit/(Loss) after depreciation 7.60 (27.54)

(Add): Prior period adjustments 0.35 (5.00)

Profit/(Loss) before tax 7.95 (22.54)

(Add)/Less: Deferred Tax (Asset) /Liabilities (8.16) 57.91

Less: Provision for tax 1.25 -

Profit for the year 14.86 (80.45)

Opening (debit) balance of Profit & Loss (2164.11) (2083.66)

(Loss) carried forward to Balance sheet (2149.25) (2164.11)

2. OPERATIONS:

During the year under review the sales comprised from the own production of furnishing fabrics of Rs. 6.78 lacs as compared to Rs. 14.78 Lacs during 2011-12. The Company has earned job work income of Rs. 162.12 Lacs during the year under review as compared to Rs. 105.18 lacs during 2011-12.

During the year under review, the Company has earned Profit before tax of Rs. 7.95 lacs compared to loss of Rs. 22.54 lacs during the year 2011-12.

After taking credit of Rs. 8.16 lacs for deferred tax asset (previous year deferred tax liabilities for Rs. 57.91 lacs) and providing Rs. 1.25 lacs for current taxation, the Profit for the year stood at Rs. 14.86 lacs compared to loss of Rs. 80.45 lacs during the year 2011-12.

In view of the accumulated losses, the Directors are unable to recommend any Dividend on the Equity Shares of the Company.

3. FUTURE OUT LOOK:

The Furnishing Fabrics unit of the Company generates cash profit by own marketing/ production and job work so in future the possibility of increasing margins are better.

4. FINANCE:

Fund arrangements including working capital have been prudently managed and during the current financial year company did not enjoy any financial assistance from Financial Institutions and Banks.

The Company has not raised any new term loan during the year as well as not given any guarantee for loans taken by others from bank or financial institutions.

5. MANAGEMENT DISCUSSION AND ANALYSIS:

The furnishing fabric sector of the textile industry is a fashion driven segment and with improved life style and increased corporatisation, the market for furnishing fabric like home furnishing, curtains, upholstery, sofa cover, linen etc. is showing increasing trend. The company has focused on developing its own marketing. The company has started its own marketing so in future the possibility of increase margins are better.

The windmill unit of the company supplies free captive power to the furnishing fabric division that is a helpful feature for power cost competitiveness.

6. DIVIDEND:

In view of the large carried forward losses of the Company, your Directors regret their inability to recommend any dividend for this period.

7. DIRECTORS:

Mr. Priyesh G. Shah, Director of the Company, retires by rotation, and being eligible offers himself for re-appointment at the forthcoming Annual General Meeting.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors report as under:

(i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

(ii) That the Directors 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 31st March, 2013 and profit of the company for the year.

(iii) That the Directors 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/detecting frauds and other irregularities.

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

9. DEMATERIALISTION OF EQUITY SHARES:

The company has entered into arrangements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for demat. The ISIN No. of the Equity Shares is INE979D01011. The shareholders have option to dematerialize their shares with either of the Depositories.

10. COST AUDITORS:

As per Order No. 52/26/CAB/2010 dated 24/01/2012 of the Central Government, the Board of Directors of the Company at its meeting held on 30th May, 2013 has appointed M/s. Rajendra Patel & Associates, Cost Accountants, A-603, Infinity Tower, Nr. Hotel Ramada, Corporate Road, Prahladnagar, Ahmedabad-380015. (Membership No. 29021) as Cost Auditor for the Company for the financial year 2013-14. Cost Audit Report in terms of provisions of Section 233B(4) of the Companies Act, 1956 read with the Cost Audit (Report) Rules, 2011 will be filed with the Central Government within 180 days from the close of financial year ended on 31.03.2014.

11. CORPORATE GOVERNANCE:

The Report on Corporate Governance prescribed in Clause 49 of the Listing Agreement along with the Certificate of Auditors is attached to this Report.

12. FIXED DEPOSITS:

The company has not accepted any deposits from the public during the year under review.

13. PARTICULARS OF EMPLOYEE:

None of the employees is drawing remuneration requiring Disclosure information under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

14. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

(a) Conservation of Energy:

The Company gives top most priority to energy conservation and has undertaken continuous measures in this respect. New measures are planned to achieve further reduction in energy consumption. The Company has also commissioned and installed Wind Farm of 225 KW capacity at Dhank for generation of pollution free power.

(c) Technology Absorption:

The project of your Company has no foreign collaboration hence, no particulars are offered for the same.

15. RESEARCH & DEVELOPMENT:

The Company is continuously working on Research and Development resulting in new innovation leading to cost reduction and better product quality.

16. AUDITORS:

(i) M/s Natvarlal Vepari & Co. Chartered Accountants, Surat will retire as Auditors at the ensuing Annual General Meeting and are eligible for re-appointment.

(ii) The comments and remarks of the Auditors are self explanatory and have been duly replied elsewhere appropriately.

(iii) The net worth of the Company is eroded by more than 100% and thus the Company has become ''Sick Company''.

17. LISTING:

The Equity Shares continue to be listed on BSE Limited, Saurashtra Kutch Stock Exchange Limited and Madras Stock Exchange Limited. The Company has applied for Delisting of Equity Share from Saurashtra Kutch Stock Exchange Limited and Madras Stock Exchange Limited. The Company has paid listing fees to BSE Limited up to the year 2013-14.

18. ACKNOWLEDGEMENT:

The Directors take this opportunity to express their sincere thanks and are extremely grateful for the continued support received from various authorities. The Directors also express their sincere thanks to the customers, suppliers and employees for their encouraging support and co-operation.

The Directors also express their sincere thanks to the shareholders for their continuing confidence in the Company.

For and on behalf of the Board

Place : Ankleshwar Mansukh K. Patel Dinesh K. Patel

Date : 16th July, 2013 Wholetime Director Director

---

Mar 31, 2011

Dear Members,

The Directors present the 19th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2011.

1. FINANCIAL RESULTS: (Rs in Lacs)

Particulars 2010-2011 2009-2010

Profit before Depreciation 5.93 59.85

Less: Depreciation 49.85 50.04

Profit/(Loss) after depreciation (43.92) 9.81

Add/(Less): Prior period adjustments (3.12) 16.98

Profit/(Loss) before tax (47.04) 26.79

Less: Deferred Taxation (Liabilities) (13.92) (128.79)

Less: Provision for tax - -

(Loss) for the year (60.96) (102.00)

Opening (debit) balance of Profit & Loss Account (2022.69) (1920.69)

(Loss) carried forward to Balance sheet (2083.65) (2022.69)

2. OPERATIONS:

During the year under review the sales comprised from the own production of furnishing fabrics of Rs.54.23 Lacs as compared to Rs. 123.59 Lacs during the previous year. The Company has earned job work income of Rs.64.35 Lacs from furnishing of fabrics during the year under review. During the year under review the total income (including other income and job work income) was Rs.134.61 Lacs as against Rs.194.18 Lacs in the previous financial year. The Company has incurred loss before tax of Rs.47.04 lacs during the year under review compared to profit of Rs.26.79 lacs during the year 2009-10.

After providing for deferred tax liability of Rs.13.92 lacs (previous year for Rs. 128.79 lacs) the loss for the year stood at Rs.60.96 lacs compared to loss of Rs.102.00 lacs during the year 2009-10. In view of the accumulated losses, the Directors are unable to recommend any Dividend on the Equity Shares of the Company.

3. FUTURE OUT LOOK:

The Furnishing Fabrics unit of the Company generates cash profit by own marketing/ production and job work so in future the possibility of increasing margins are better.

4. FINANCE:

Fund arrangements including working capital have been prudently managed and during the current financial year company did not enjoy any financial assistance from Financial Institutions and Banks. The Company has not raised any new term loan during the year as well as not given any guarantee for loans taken by others from bank or financial institutions.

5. MANAGEMENT DISCUSSION AND ANALYSIS:

The furnishing fabric sector of the textile industry is a fashion driven segment and with improved life style and increased corporatisation, the market for furnishing fabric like home furnishing, curtains, upholstery, sofa cover, linen etc. is showing increasing trend. The company has focused on developing its own marketing. The company has started its own marketing so in future the possibility of increase margins are better.

The windmill unit of the company supplies free captive power to the furnishing fabric division that is a helpful feature for power cost competitiveness.

6. DIVIDEND:

In view of the large carried forward losses of the Company, your Directors regret their inability to recommend any dividend for this period.

7. DIRECTORS:

Shri Ranjitsinh A. Parmar, Director of the Company, retires by rotation, and being eligible offers himself for re-appointment at the forthcoming Annual General Meeting.

8. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors report as under:

(i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

(ii) That the Directors 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 31st March, 2011 and loss of the company for the year.

(iii) That the Directors 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/detecting frauds and other irregularities.

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

9. DEMATERIALISTION OF EQUITY SHARES:

The company has entered into arrangements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for demat. The ISIN No. of the Equity Shares is INE979D01011. The shareholders have option to dematerialize their shares with either of the Depositories.

10. COST AUDITORS:

The Company has disposed off Spinning Unit during 2005-06 and textiles operation being limited to job work and own production of furnishing fabric only. After taking into account the above facts, the Company vide letter dated 12th May, 2006 and 7th February, 2011 have applied to the Central Government for cancellation of requirement for cost audit.

11. CORPORATE GOVERNANCE:

The Report on Corporate Governance prescribed in Clause 49 of the Listing Agreement along with the Certificate of Auditors is attached to this Report.

12. FIXED DEPOSITS:

The company has not accepted any deposits from the public during the year under review.

13. PARTICULARS OF EMPLOYEE:

None of the employees is drawing remuneration requiring Disclosure information under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

14. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

(a) Conservation of Energy:

The Company gives top most priority to energy conservation and has undertaken continuous measures in this respect. New measures are planned to achieve further reduction in energy consumption. The Company has also commissioned and installed Wind Farm of 225 KW capacity at Dhank for generation of pollution free power.

(b) Power and Fuel Consumption:

Sr. Particulars 2010-2011 2009-2010 No.

1. Electricity

- Purchase units (KWH) 343844 317537

- Total Amount (Rs. in Lacs) 17.40 16.34

- Rate/Unit (Rs.) 5.06 5.15

2. Oil (LDO)/Diesel - Qty. in Liters 400 400

- Total Amount (Rs. in Lacs) 0.17 0.15 - Rate/Per Liters (Rs.) 42.17 36.95

(c) Technology Absorption:

The project of your Company has no foreign collaboration hence, no particulars are offered for the same.

(d) Foreign Exchange Earning & Outgo

(Rs in Lacs)

Sr. Particulars 2010-2011 2009-2010 No.

1 Total Foreign Exchanges used and Earned

(a) Total Foreign Exchange used — —

(b) Total Foreign Exchange earned 2.51 52.23

15. RESEARCH & DEVELOPMENT:

The Company is continuously working on Research and Development resulting in new innovation leading to cost reduction and better product quality.

16. AUDITORS:

M/s Natvarlal Vepari & Co. Chartered Accountants, Surat will retire as Auditors at the ensuing Annual General Meeting and are eligible for re-appointment. As regards the remark of the Auditors in their report, the Directors state that the same is self explanatory and does not call for any further explanations. The notes to the accounts are self-explanatory.

17. LISTING:

At the request of the Company, the Equity Shares of the Company were de-listed from the Vadodara Stock Exchange Limited w.e.f. 25th January, 2011. The Equity Shares continue to be listed on Bombay, Saurashtra-Kutch and Chennai Stock Exchanges. The Company has applied for Delisting of Equity Share from Saurashtra-Kutch and Chennai Stock Exchanges. The Company has paid listing fees to Bombay Stock Exchange Limited up to the year 2011-12.

18. ACKNOWLEDGEMENT:

The Directors take this opportunity to express their sincere thanks and are extremely grateful for the continued support received from various authorities. The Directors also express their sincere thanks to the customers, suppliers and employees for their encouraging support and co-operation. The Directors also express their sincere thanks to the shareholders for their continuing confidence in the Company.

For and on behalf of the Board

Mansukh K. Patel Dinesh K. Patel Wholetime Director Director

Place Ankleshwar Date 30th May, 2011

---

Mar 31, 2010

The Directors present the 18lh Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.



1. FINANCIAL RESULTS: (Rs in Lacs) Particulars 2009-2010 2008-2009

Profit before Depreciation 59.85 47.61

Less: Depreciation 50.04 47.78

Profit/(Loss) after depreciation 9.81 (0.17)

Add: Prior period Income 16.98 0.03

Profit/(Loss) before tax 26.79 (0.14) Add/(Less): Deferred Taxation Assets/ (Liabilities) (128.79) 6.01

Less: Provision for tax - 0.17

Profitf(Loss) for the year (102.00) 5.71 Opening (debit) balance of Profit 8 Loss Account (1920.69) (1926.40)

(Loss) carried forward to Balance sheet (2022.69) (1920.69)



2. OPERATIONS:

During the year under review the sales comprised mainly from the own production of furnishing fabrics of Rs.123.59 Lacs as compared to Rs. 174,60 Lacs during the previous year. The efforts have been made to maximize the profit through own production and marketing. During the year under review the sales (including other income and job work income) was Rs.193.63 Lacs as against Rs.224.53 Lacs in the previous financial year. The sales of current financial year is mainly from the furnishing fabrics division which is Rs.123.59 Lacs against Rs. 174.60 Lacs during the previous financial year. The Company has earned profit before tax of Rs.26.79 Lacs during the year under review compared to loss of Rs.0.14 Lacs for the year 2008-09. After providing for deferred tax liability of Rs. 126.79 Lacs the loss for the year stood at Rs. 102.00 Lacs compared to profit of Rs.5.71 Lacs during the year 2008-09.

In view of the accumulated losses, the Directors are unable to recommend any Dividend on the Equity Shares of (he Company.

3. FUTURE OUT LOOK:

The Furnishing Fabrics unit of the Company generates profit even by own marketing/ production and jobwork so in future the possibility of increasing margins are better.

4. FINANCE:

Fund arrangements including working capital have been prudently managed and during the current financial year Company did not enjoy any financial assists nee from Financial Institutions and Banks. The Company has not raised any new term loan during the year as well as not given any guarantee for loans taken by others from bank or financial institutions.

5. MANAGEMENT DISCUSSION AND ANALYSIS:

The furnishing fabric sector of the textile industry is a fashion driven segment and with improved life style and increased corporatisation. the market for furnishing fabric like home furnishing, curtains, upholstery, sofa cover, linen etc. is showing increasing trend. The Company has focused on developing its own marketing. The Company has started its own marketing so in future the possibility of increased margins are better.

The windmill unit of the Company supplies free captive power to the furnishing fabric division that is a helpful feature for power cost competitiveness.

6. DIVIDEND:

In view of the large carried forward losses of the Company, your Directors regret their inability to recommend any dividend for this period

7. DIRECTORS:

Shri Satish V. Batavia, Director of the Company, retires by rotation, and being eligible offers himself for re-appointment at the forthcoming Annual General Meeting.

8. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act. 1956, your Directors report as under:

(i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

(ii) That the Directors 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 31 st March, 2010 and loss of the Company for the year.

(iii) That the Directors have taken proper and sufficient care for Ihe maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for pre venting/detecting frauds and other irregularities.

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

9. OEMATERIALISTION OF EQUITY SHARES:

The Company has entered into arrangements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for demat. The IS1N No. of the Equity Shares is INE979D01011. The shareholders have option to dematerialize their shares with either of the Depositories.

10. COST AUDITORS:

The Company has disposed off Spinning Unit during 2005-06 and now the textiles operation are limited to job work and own production or furnishing fabrics only. After taking into account the above facts, the Company vide letter dated 12th May, 2006 have applied to the Central Government for cancellation of requirement for cost audit.

11. CORPORATE GOVERNANCE:

The Report on Corporate Governance preschbed in Clause 49 of the Listing Agreement along with the Certificate of Auditors is attached to this Report.

12. FIXED DEPOSITS:

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

13. AUDITORS REPORT

As regards the remark of the Auditors in their report, the Directors state that the same is self explanatory and does not call any further explanations.

14. PARTICULARS OF EMPLOYEE:

None of the employees is drawing remuneration requiring Disclosure information under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees] Rules, 1975.

15. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

(a) Conservation of Energy:

The Company gives topmost priority to energy conservation and has undertaken continuous measures in this respect. New measures are planned to achieve further reduction in energy consumption. The Company has also commissioned and installed Wind Farm of 225 KW capacity at Dhank for generation of pollution free power.



(b) Power and Fuel Consumption:

Sr. No. Particulars 2009-2010 2008-2009

1, Electricity

-Purchase units (KWH) 317537 311095

-Total Amount (Rs. in Lacs) 16.34 18.78

-Rate/Unit (Rs.) 5.15 6.04

2. OiJ (LDO]/Diesel

-Qty in Litres 400 1200

-Total Amount (Rs. in Lacs) 0.15 0.46

-Rate/Per Litre (Rs.) 36.95 38.16



(c) Technology Absorption:

The project of your Company has no foreign collaboration hence, no particulars are offered for the same.

(d) Foreign Exchange Earning & Outgo

(Rs in Lacs)

Sr. No. Particulars 2009-2010 2008-2009

Total Foreign Exchanges used and Earned

(a) Total Foreign Exchange used - 8.74

(b) Total Foreign Exchange earned 52.23 32.00



16. RESEARCH & DEVELOPMENT:

The Company is continuously working on Research and Development resulting in new innovation leading to cost reduction and better product quality.

17. AUDITORS:

M/s Natvarial Vepari & Co. Chartered Accountants. Surat will retire as Auditors at the ensuing Annual General Meeting and are eligible for re-appointment.

18. CHANGE OF REGISTRAR AND TRANSFER AGENTS:

During the year under review the Registrar and Transfer Agents of the Company have been changed to M/s. Link Intime India Private Limited.

19. ACKNOWLEDGEMENT:

The Directors take this opportunity to express their sincere thanks and are extremely grateful for the continued support received from various authorities. The Directors also express their sincere thanks to the customers, suppliers and employees for their encouraging support and co-operation. The Directors also express their sincere thanks to the shareholders for their continuing confidence in the Company.



For and on behalf of the Board

Place : Ankleshwar Mansukh K. Patel Dinesh K. Patel

Date : 29th May, 2010 Whole time Director Director