Modern Threads (India) Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are pleased to present the 44th Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended 31st March, 2025.

FINANCIAL SUMMARY

The summary of financial performance of the Company for the year ended 31 March, 2025 is furnished hereunder:

(Rs. in Crores)
Particulars	Year ended	Year ended
	31.03.2025	31.03.2024
Revenue from operations & other Income	269.89	304.08
Profit before exceptional items & tax	4.75	25.93
Exceptional items	-	-
Profit before tax	4.75	25.93
Less-Tax expenses	1.38	0.50
Profit for the year	3.37	25.43
Other Comprehensive Income	0.21	0.35
Total Comprehensive Income	3.58	25.78

STATE OF COMPANY’S AFFAIRS

The performance of the Woollen Division of the Company has been satisfactory over past few years. During the year under review the turnover of the Woollen Division of the Company is Rs. 167.60 Crores as against Rs 213.88 Crores in the previous year. During the year under review the turnover of the Yarn Division of the Company is Rs. 93.59 Crores as against Rs 87.26 Crores in the previous year. Your company has been able to generate the profit of Rs. 4.75 Crores during the year under review as against Rs. 25.93 Crores in previous year before exceptional items and tax. EXPORTS

Global instability continued to be aggravated & impacted not only Woollen & worsted products, but across the line all textile material. Capacity utilization remained very critical because of small & short term delivery orders. 2nd half of the year was additionally fueled negatively on a/c of looming tariff barrier from USA. Raw material supply which is mainly from Australia remained stable in terms of price, but demand of yarn faced historical challenge.

In current market condition, Company adopted to focus on domestic sale of small lots to minimize loss of production, however it is not suitable for our existing infrastructural set-up. Further to fill this gap, company invested in infra-structure as per the market.

FUTURE PROSPECTS

It has been almost 2 year market is not showing real upward movement due to lack of demand from end users/ final customer. There is discussion among the industry, that 2nd half of the year could be turning point from where market can move positive. Cost competitiveness is real challenge in future due many players entered in this business & increased capacity or Infrastructure.

SHARE CAPITAL

The authorized Share Capital of the Company stood at Rs. 185,00,00,000. During the year under review, there was no change in paid up share capital of the Company. The paid-up Equity Share Capital as at March 31, 2025 stood at Rs. 34,77,51,600 (Rupees Thirty Four Crore Seventy Seven Lakh Fifty One Thousand Six Hundred) divided into 3,47,75,160 equity shares of Rs. 10 each.

TRANSFER TO RESERVE

The Company has not transferred any amount to reserves during the year under review.

DIVIDEND

The Company is continuously searching new or used machines to update the old machines for better quality of supplied yarn and wool tops. In addition to replacement of old technology machines our aim is to increase the

production through balancing of preparatory section and increase the profitability. Looking long term sustainability in market we conserve the resources of the company for expansion and modernization of old plant and machinery. The Board of Directors of your company have decided not to recommend any dividend on the Equity Shares of the company for the year under review.

FIXED DEPOSITS

The Company has neither accepted nor renewed any fixed deposits during the year under review within the meaning of Section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2025 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as “The Act”) read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits and cash flows for the year ended March 31, 2025. The Notes to the Financial Statements form an integral part of this Report. Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses financial results on a quarterly basis which are subjected to limited review.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES

During the year, a wholly owned subsidiary in name of “Modern Woollens UK Ltd” has been incorporated on 18.11.2024 with the Registrar of Companies at England and Wales. Modern Threads (India) Limited has agreed to subscribe 1 share of GBP 1 of Modern Woollens UK Ltd and subscription amount is yet to be paid. Modern Woollens UK Ltd is yet to commence business operations, hence Form AOC-1 and Consolidated Financial Results have not been prepared.

DIRECTORS AND KEY MANAGERIAL PERSONNEL The Board of Directors consists of 6 (Six) members, of which 3 (Three) are Independent Directors and 1 (one) is Non-Executive Director. The Board also has one woman Independent Director.

During the year, Shri Ram Awatar Kabra has been re-appointed as Executive Director on 19th November, 2024 and Shri Mukesh Kumar Soni has been appointed as Non-Executive Independent Director on 14th November, 2024. Shri Jagdish Narayan Sharma (DIN: 07552825) have completed his term of five consecutive years as Independent Director of the Company on

28.02.2025. Consequently, Shri Jagdish Narayan Sharma has ceased to be Independent Director of the Company w.e.f close business hours on

28.02.2025.

Mr. Anil Kumar Jain has appointed as Company Secretary & Compliance Officer w.e.f 14.11.2024 in place of Shri Banwari Lal Saini who have resigned as Company Secretary & Compliance Officer w.e.f 6.11.2024. DIRECTOR RETIREMENT BY ROTATION Smt. Veena Jain (DIN: 07148606), Director of the Company, is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and, being eligible, offers himself for reappointment. The Nomination and Remuneration Committee and the Board recommend her reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

Key Managerial Personnel

In terms of the provisions of section 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri Rajesh Ranka, Chairman & Managing Director, Shri

Ram Awatar Kabra, Executive Director, Shri Prabodh Kumar Nahar, Chief Financial Officer and Shri Anil Kumar Jain, Company Secretary & Compliance officer are the Key Managerial Personnel (KMP) of the Company. The appointment and remuneration of Directors and KMPs are as per policy of the Company.

Declaration of Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and confirmation that they have complied with the Code of Independent Directors prescribed in the Schedule IV of the Companies Act, 2013. The terms and conditions for the appointment of the Independent Directors are disclosed on the website of the Company. The Board of Directors is of the opinion that all the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors and that all the Independent Directors fulfill the conditions specified in the SEBI Listing Regulations and are Independent of the management.

Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed the Nomination and Remuneration Policy for appointment of Directors, Key Managerial personnel & Senior Management Personnel and also their remuneration and performance evaluations. The Nomination and Remuneration Policy is available at website of the company at https://www.modernwoollens.com.

Annual Evaluation of the Performance of the Board, Its Committees and Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Stakeholders’ Relationship Committee and Corporate Social Responsibility Committee. Standard parameters were prepared after taking into consideration various aspects of the Board functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Company, who were evaluated on parameters such as level of engagement and contribution, independence of Judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and the Non-Independent Directors of the Company was carried out by the Independent Directors in a separate meeting who have expressed their satisfaction with the evaluation process.

NUMBER OF BOARD MEETINGS

The Board meets regular intervals to discuss and decide on business strategies and policies and review the financial performance of the Company. The notice and detailed agenda alongwith other material information are sent in advance separately to each Directors.

Seven meetings of the Board were held during the year. The detail of meetings of the Board held during the year forms part of the Corporate Governance Report.

AUDIT COMMITTEE

The Audit Committee was constituted by the Board in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e.

Listing Regulations. The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the Listing Regulations, 2015. All the members of the committee are financially literate and Smt. Ankita Jain, Chairman of the Committee is an Independent Director and possesses financial expertise.

The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMENAT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and constituted Internal Complaints Committee as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has also adopted a policy on Sexual Harassment ofWomen at Workplace and framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information.

Details of complaints received/disposed during the financial year 2024-25 is provided in Corporate Governance Report which forms part of the Annual Report.

DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, your directors would like to state and confirm that:

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

(b) They had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) They had prepared the annual accounts of the Company for the year ended on 31^st March, 2025 on a going concern basis;

(e) They had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

AUDITORS AND AUDITOR’S REPORT Statutory Auditors

S.S. Surana & Co. Chartered Accountants, Jaipur (Firm Registration No. 001079C) were appointed as Statutory Auditors of the Company in the 41^st Annual General Meeting of the Company held on 30^th September, 2022 for a period of five years from the conclusion of 41^st Annual General Meeting up to the conclusion of 46^th Annual General Meeting of the Company.

The observations made in the Auditor’s Report read together with relevant notes thereon are self- explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

The Statutory Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013 in the year under review.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. R.K Jain & Associates,

Company Secretaries, Bhilwara to undertake the Secretarial Audit of the Company for the financial year ended 31^st March, 2025. The Secretarial Audit Report for the 2024-25 is attached as Annexure “A”. The observations in the report are self-explanatory and therefore, do not call for any further comments.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of Cost Records every year. The Board after considering the recommendations of its Audit Committee has appointed M/s S. Goyal & Company, Cost Accountants, Jaipur (Firm Registration No. 005883) as cost auditors for the financial year 2025-26, subject to the approval of the members at the ensuing Annual General Meeting.

Cost Records

The Cost accounts and records, as required to be maintained under Section 148 (1) of the Companies Act, 2013, are duly made and maintained by the Company.

Internal Auditor

Shri Naveen Kumar Vijayvargiya was appointed as the Internal Auditor of the Company for the financial year 2025-26, on the recommendation of Audit Committee. Internal Audit Report, their significant findings and follow up actions taken by the management is reviewed by the audit committee on a quarterly basis.

Tax Auditor

As per the requirement of Section 44AB of the Income Tax Act, 1961 M/S. S.S. Surana & Co., Chartered Accountants (Firm Registration No. 001079C), Jaipur have been appointed as Tax Auditor for the financial year 2025-26. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED Particulars of loans given, investments made, guarantees given and securities covered under section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an effective internal control and risk-mitigation system, which are constantly assessed and strength with new/revised standard operating procedures. The Company’s internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

The Company is also initiating action for strengthening the systems and procedures to ensure effective Internal Financial Controls in accordance with Section 134(5) (e) of the Companies Act, 2013. An Internal Audit process is in place under the overall supervision of the Audit Committee of the Board, Qualified and experienced professionals are engaged to ensure effective and independent evaluation of the Internal Financial Controls. The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions are being taken.

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

The information on conservation of energy, technology absorption, Foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure-B to the Board’s Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY Pursuant to the provision of Section 177(9) and (10) of the Companies Act, 2013, read with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 the Company has

formulated and implemented the Whistle Blower Policy/Vigil Mechanism. This has provided a mechanism for Directors and employees of the Company and other persons dealing with the Company to report genuine concerns about unethical behavior, actual or suspected fraud and violation of the Company’s code of conduct and ethics. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. This policy is available on the website of the company at https://www.modernwoollens.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is committed to make a positive contribution to communities where it operates. Pursuant to Section 135 of the Companies Act, 2013, the Company constituted CSR committee and formulated CSR Policy as guiding principle for undertaking CSR activities. The Company’s vision on CSR is that the Company being a responsible Corporate Citizen would continue to make a serious endeavor for improvement in quality of life and betterment of society through its CSR related initiatives. The CSR policy of the Company is available on the website of the company at https:// www.modernwoollens.com.

The disclosures of CSR activities pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 9 of Companies (Corporate Social Responsibility) Rules, 2014 is annexed as Annexure- ‘C’ hereto and form part of this report.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, read with the Companies (Management & Administration) Rules, 2014, the annual return in the prescribed form is available on the website of the Company at https:/ /www.modernwoollens.com.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions A policy on related party transactions has been placed on the Company’s ‘website https://www.modernwoollens. com.

In accordance with the provisions of section 188 of the Companies Act, 2013 and rules made thereunder, all related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. There were no materiality significant related party transactions which may have a potential conflict with the interests of the Company at large. All related party transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature.

The details of contracts and arrangement with related parties for the financial year ended 31st March, 2025, are given in Note No. 36 to the Financial Statements forming part of this Annual Report.

Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, information in form AOC-2 is provided as Annexure-D to the Board’s Report.

CODE OF CONDUCT

A declaration signed by the Managing Director in regard to compliance with the Code of Conduct by the Board Members and Senior Management personnel, also forms part of the Annual Report.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Your Company has formulated familiarization program for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model of the Company etc. The details of such familiarization program is available on the website of the Company at the website https://www.modernwoollens. com.

RISK MANAGEMENT POLICY

The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013

and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy aimed at creating and protecting shareholders value by minimizing threats and losses and identifying and maximizing opportunities. The risk management policy defines the risk management approach across the enterprise at various levels, including documentation and reporting. 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 provided as Annexure-E to the Boards Report.

SECRETARIAL STANDARDS

The Board of Directors has devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (‘ICSI’) and that such systems were adequate and operating effectively and the Company has complied with all applicable Secretarial Standards during the year under review.

CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the stipulations set out in the Listing Regulation and have implemented all the prescribed requirements. The Corporate Governance Report and Certificate from practicing company secretaries confirming compliance of conditions as required by Regulation 34(3) read with Part E of Schedule V of the Listing Regulations form part of this Board’s Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is set out as Annexure-F to the Board’s Report and forms an integral part of the Report.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT

There are no material changes or commitments affecting the financial position or business activities of the Company between the end of the Financial Year and the date of this Board''s Report.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, the Company has not entered into any onetime settlement.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company during the year under review.

INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) No issue of equity shares with differential rights as to dividend, voting or otherwise;

b) No Significant and material orders were passed by the any Regulators or Courts or Tribunals impacts the going concern status and Company''s operations in future;

c) No fraud was reported by the Auditors to the Audit Committee or Board under section 143(12) of the Companies Act, 2013;

d) No application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers, share holders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent Support and encouragement to the Company. Your Directors also wish to place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

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Mar 31, 2024

Your Directors are pleased to present the 43rd Annual Report on die business and operations of the Companv together with Audited Financial Statements for the financial year ended 31st March, 2024.

FINANCIAL SUMMERY

The summary of financial performance of the Company for the year ended 31 March, 2024 is furnished hereunder:

	(Rs. in Crores)
Particulars	Year ended 31/03/2024	Year ended 31/03/2023
Revenue from operations & other Income	304.08	305.31
Profit before exceptional items & tax	25.93	25.37
Exceptional items	-	188.75
Profit before tax	25.93	214.12
Less-Tax expenses	0.50	-
Profit for the year	25.43	214.12
Other Comprehensive Income	0.35	0.16
Total Comprehensive Income	25.78	214.28

STATE OF COMPANY’S AFFAIRS

The performance of the Woollen Division of the Company has been satisfactory over past few years During the year under review the turnover of the Woollen Division of the Company is Rs. 213.88 Crores as agamst Rs 202.92 Crores in the previous year. During the year under review the turnover of the Yam Division of the Company is Rs. 87.26 Crores as agamst Rs 99.04 Crores in the previous year. Your company has been able to generate the profit of Rs. 25.93 Crores during the year under review as against Rs. 25.37 Crores in previous year before exceptional items and tax. EXPORTS

In spite of the fact that the Geopolitical situation around the world lias been badly affected the export market, the performance of Woollen Division is satisfactory. Woollen division products are principally sold m export maikets but due to various wars around the world, cost of Energy, lower standard of livmg, increased inflation, elections m major maikets have impacted the demand of wool & blends severely. It was expected that the downtrend of Chinese economy would help India''s textile growth but all textile Industries in India suffered.The effort of Indian Govt on Production linked Incentive scheme, FTA agreement yet show the fruits of its impact.

In this adverse market condition, Company changed strategy from export market orientation to Domestic high-end products & immediately adopted the product & market In export market, traceability & sustamability were given unpoitance to be present m the market with better value realization. FUTURE PROSPECTS

Situation in Europe & Asia is not promising due to complex & different political decisions & unfortunately these two area used to contribute major consumption of Woollen products. In coming year, Bulk qty business is going to be further tougli & competitive. Cost of production is expected to impact negatively. Domestic demand needs to be fulfilled with high efficiency & accuracy in order to fill the current gap of Export market till the major economies gets stable. Some infrastiuctural expansion might be needed to fulfil the customize demand.

DIVIDEND

The Company is continuously searching new or used machines to update the old machines for better quality of supplied yam and wool tops. In addition to replacement of old technology machines our aim is to increase the production through balancing of preparatory section and increase the profitability. Looking long term sustainability in market we conserve the resources of the company for expansion and modernization of old plant and machinery. Hie Board of Directors of your company have decided not to recommend any dividend on the Equity Shares of the company for the year under review.

FIXED DEPOSITS

Hie Company has neither accepted nor renewed any fixed deposits during the year under review within the meaning of Section 73 to 76 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules, 2014

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for die year ended on March 31, 2024 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 oftheCompanies Act, 2013 (hereinafter referred to as "The Act") readwith the Companies (Accounts) Rules, 2014 as amended from time to tune. The estmiates and judgments relating to die Financial Statements are made on a prudent basis, so as to reflect in a true and fail'' manner, the fonn and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for tiie year aided March 31, 2024. The Notes to the Financial Statements form an integral part of this Report Accounting policies have been consistently apphed except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis. Hie Company discloses financial results on a quarterly basis which are subjected to limited review.

SUBSIDLARIES, ASSOCIATES AND JOINT VENTURES COMPANIES

The Company does not have Subsidiary, Associate and Joint Venture . Company as on 31st March, 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL The Board of Duectors consists of 6 (Six) members, of which 3 (Three) are Independent Directors and 1 (one) is Non-Executive Director. The Board also lias one woman Independent Director.

Director Retirement by rotation

Smt Yeena Jain (DIN: 07148606), Director of the Company, is liable to retire by rotation at the ensuing

AGM pursuant to the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and, being eligible, offers himself for reappointment The Nomination and Remuneration Committee and the Board recommend her reappointment for hie consideration of the Members of the C ompany at Hie ensuing Annual General Meeting.

Key Managerial Personnel

Intenns of the provisions of section 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Slni Rajesh Ranka, Chairman & Managing Director,

Shn Ram Avvatar Kabra, Executive Director, Shn Prabodli Kumar Nahar, Chief Financial Officer and Shn Banwan Lai Sami. Company Secretary are the Key Managenal Personnel (KMP) of die Company Hie appomtment and remuneration of Directors and KMPs are as per policy of die Company. Declar ation of Independent Dir ectors

Alllndependent Directors have given declarations that diey meet the criteria of independence as laid down under Sectionl49(6) of the Companies Act, 2013 and Regulation 16 (l)(b)of SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015 and confirmation tiiattheyhave complied

SHARE CAPITAL

The authorized Share Capital of the Company stood at Rs 185,00,00 000 Dinng the year under review, there was no change til paid up share capital of the Company. The paid-up Equity Share Capital as at March 31, 2024 stood at Rs. 34,77,51,600 (Rupees Thirty Four Crore Seventy Seven Lakh Fifty One Thousand Six Hundred) divided into 3,47,75,160 equity shares of Rs. 10 each.

TRANSFER TO RESERVE

The Company lias not transferred any amount to reserves during the year under review

with the Code of Independent Directors prescribed in the Schedule IV of the Companies Act, 2013. The terms and conditions for the appointment of the Independent Directors are disclosed on the website of the Company. The Board of Directors is of the opinion that all the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors and that all the Independent Directors fulfill the conditions specified in the SEBI Listing Regulations and are Independent of the management.

Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed the Nomination and Remuneration Policy for appointment of Directors, Key Managerial personnel & Senior Management Personnel and also their remuneration and performance evaluations. The Nomination and Remuneration Policy is available at website of the company at https://www.modemwoollens.com.

Annual Evaluation of the Performance of the Board, Its Committees and Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended, the Board has earned out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee. Standard parameters were prepared after taking into consideration various aspects of the Board functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contnbution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contnbution and mputs in meetings, etc.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chainnan of the Company, who were evaluated on parameters such as level of engagement and contribution, independence of Judgment, safeguarding the interest of the Company and its minority share holders etc. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and the Non-Independent Directors of the Company was earned out by the Independent Directors in a separate meeting who have expressed their satisfaction with the evaluation process.

NUMBER OF BOARD MEETINGS

The Board meets regular intervals to discuss and decide on business strategies and policies andreview the fmancialperfonnance of the Company. The notice and detailed agenda along with other material infonnation are sent in advance separately to each Directors.

Six meetings of the Board were held during the year. The detail of meetings of the Board held during the year foims part of the Corporate Governance Report.

AUDIT COMMITTEE

The Audit Committee was constituted by the Board in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 i_e. Listing Regulations. The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulations of the Listing Regulations, 2015.Allthemembersofthecommittee are financially literate and Smt. Ankita Jain, Chairman of die Committee is an Independent Director and possesses financial expertise.

The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are mcluded in Corporate Governance Report which foims part of the Annual Report.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENTOF WOMENAT WORK PLACE (PREVENT ION, PROHIBITIONAND REDRESSAL) ACT, 2013

Your Company lias complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and constituted Internal Complaints Committee as per the provisions of The Sexual Harassment of Women at Woikplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has also adopted a policy on Sexual Harassment of Women at Workplace and framewoik for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of reformation.

Details of complaints received/disposed during the financial year 2023-24 is provided in Corporate Governance Report which forms part of the Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, your directors would like to state and confinn that:

(a) hi the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(b) They had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a hue and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other iiregularities;

(d) They had prepared the annual accounts of the Company for the year ended on 31st March, 2024 on a going concern basis;

(e) They had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively,

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

AUDITORS AND AUDITORS'' REPORT Statutory Auditors

S. S. Surana & Co. Chartered Accountants, Jaipur (Firm Registration No. 001079C) were appointed as Statutory Auditors of the Company in the 41st Annual General Meeting of the Company held on 30th September, 2022 for a penod of five years from the conclusion of 41st Annual General Meeting up to the conclusion of 46th Annual General Meeting of the Company.

The observations made in die Auditors'' Report read together with relevant notes tiiereon are self- explanatory and hence, do not call for any fiirther comments under Section 134 of the Companies Act, 2013.

The Statutory Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013 in the year under review.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act,2013 and the Companies (Appomtment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. RK. Jain & Associates, Company Secretaries, Bhilwara to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2024 The Secretarial Audit Report for the 2023-24 is attached as Annexure "A". The observations in the report are self-explanatory and therefore, do not call for any further comments.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read

with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of Cost Records every year. The Board after considering the recommendations of its Audit Committee has appointed M/s S Goyal & Company, Cost Accountants, Jaipur (Finn Registration No. 005883) as cost auditors for the financial year 2024-25, subject to the approval of the members at the ensuing Annual General Meeting.

Cost Records

The Cost accounts and records, as required to be maintained under Section 148 (1) of the Companies Act, 2013, are duly made and maintained by the Company.

Internal Auditor

Shri Nishant Surana was re-appointed as the Internal Auditor of the Company for the financial year 2024-25, on the recommendation of Audit Committee. Internal Audit Report, their significant findings and follow up actions taken by the management is renewed by the audit committee on a quarterly basis.

Tax Auditor

As per the requirement of Section 44AB of the Income Tax Act, 1961 M/S. S.S. Surana & Co., CharteredAccountants(FiimRegistrationNo. 001079C), Jaipur have been appointed as Tax Auditor for the financial year 2024-25. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED Particulars of loans given, investments made, guarantees given and securities covered under section 186 of the Companies Act, 2013 foim part of the notes to the Standalone Financial Statements of the Company. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY⁷

The Company has an effective internal control and risk-mitigation system, which are constantly assessed and strength with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same The Company is also initiating action for strengthening the systems and procedures to ensure effective Internal Financial Controls in accordance with Section 134(5) (e) of the Companies Act, 2013. An Internal Audit process is in place under the overall supervision of the Audit Committee of the Board, Qualified and experienced professionals are engaged to ensure effective and independent evaluation of the Internal Financial Controls. The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions are being taken.

CONSERVATION OF ENERGY⁷, TECHNOLOGY⁷ ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption, Foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,2014 is annexed as Annexure-B to the Board''s Report.

VIGIL MECHANISMAVHISTLE BLOWER POLICY⁷ Pursuant to the provision of Section 177(9) and (10) of the Companies Act,2013, read with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 the Company has formulated and implemented the Whistle Blower PolicyA^Tigil Mechanism. This has provided a mechanism for Directors and employees of the Company and other persons dealing with the Company to report genuine concerns about unethical behavior, actual or suspected fraud and violation of the Company''s code of conduct and ethics. The Company has also provided adequate safeguards against victimization of employees and

Directors who express their concerns. This policy is available on the website of the company at https://www.modemwoollens.com.

CORPORATE SOCIAL RESPONSIBILITY⁷ (CSR)

Your Company is committed to make a positive contribution to communities where it operates. Pursuantto Section 135 of the Companies Act, 2013, the Company constituted CSR committee and formulated CSR Policy as guidmg principle for undertaking CSR activities. The Company''s vision on C SR is that the Company being a responsible Corporate Citizen would continue to make a serious endeavor for improvement in quality of life and betterment of socrety through rts CSR related mrtratrves. The CSR polrcy of the Company is available on the website of the company at https:// wwwmodemwoollens.com.

During the current year, the Company has spent Rs. 43.00 Lakhs on CSR activities. The disclosures of CSR activities pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 9 of Companies (Corporate Social Responsibility) Rules, 2014 is annexed as Annexure-C hereto and form part of this report.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, read with the Companies (Management & Administration) Rules,2014, the annual return in the prescribed fomr is available on the website of the Company at https:/ /www.modemwoollens.com.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. A policy on related party transactions has been placed on the Company''s website https://www.modemwoollens.com

In accordance with the provisions of section 188 of the Companies Act, 2013 and rules made there under, aU related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. There were no materiality significant related party transactions which may have a potential conflict with the interests of the Company at large. All related party transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature.

The details of contracts and arrangement with related parties for the financial year ended 31st March, 2024, are given in Note No. 35 to the Financial Statements forming part of this Annual Report

Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, infonnation in foim AOC-2 is provided as Annexure-D to the Board''s Report.

CODE OF CONDUCT

A declaration signed by the Managing Director in regard to compliance with the Code of Conduct by the Board Members and Senior Management personnel, also foims part of the Annual Report.

FAYHLIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Your Company has fonnulated familiarization program for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model of the Company etc. The details of such familiarization program is available on the website of the Company at the website https://www.modemwooUens.com RISK MANAGEMENT POLICY⁷

The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy aimed at creating and protecting shareholders value by minimizing threats andlosses and identifying and maximizing opportunities. The risk management policy defines the risk management approach across the enterprise at various levels, including documentation and reporting.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with mle 5 of the Companies(Appomtment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is provided as Annexuie - E to the Boards Report.

SECRETARIAL STANDARDS

The Board of Directors has devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (TCSI) and that such systems were adequate and operating effectively and the Company has complied with all applicable Secretarial Standards during the year under review.

CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the stipulations set out m the Listing Regulation and have implemented all the prescribed requirements. The Coiporate Governance Report and Certificate from practicnig company secretaries confirming compliance of conditions as required by Regulation 34(3) read with Part E of Schedule V of the Listing Regulations form paid of this Board''s Report.

MANAGEMENT DISCUSSIOANND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of die Company as requned under the SEBI (Listmg Obligations and Disclosure Requirements) Regulations, 2015, is set out asAnnexure-F to die Board''s Report and forms an integral paid of the Report.

LISTING OF SFLARES

The shares of the Company are listed at BSE Limited and National Stock Exchange of India Limited (NSE) and tradmg of the shares are resumed on dated 23/01/2024.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT

There are no material changes or commitments affecting the financial position or business activities of the Company between the end of the Financial Year and the date of this Board''s Report.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE

VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, the Company has not entered into any onetime setdement

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company during the year under review.

INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

GENERAL DISCLOSURES

Your Directors state diat no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) No issue of equity shares with differential rights as to dividend, voting or otherwise;

b) No Significant and material orders were passed by the anv Regulators orCourts or Tribunals impacts the going concern status and Company''s operations in future;

c) No fraud was reported by the Auditors to the Audit Committee or Board under section 143(12) of the Companies Act, 2013;

d) No application made or any proceeding pending under the Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year.

ACKNOWLEDGEMENT

Your Duectors take this opportunity to thank the customers, share holders, suppliers, bankers, business pariners associates. financial institutions and Central and State Governments for their consistent Support and encouragement to the Company. Your Directors also wish to place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

---

Mar 31, 2023

Modern Threads (India) Limited,

Your Directors are pleased to present the 42nd Annual Report on the business
and operations of the C ompany together with Audited Financial Statements
for the financial year ended 31st March, 2023.

The Standalone financial statements for the financial year ended March
31, 2023, forming part of this Annual Report, have been prepared in
accordance with the Indian Accounting Standards (hid AS) as notified by
the Ministry of Corporate Affairs, side its notification in the official Gazette
dated 16th February, 2015.

Key highlights of financial performance of your Company for the financial
year 2022-23 are provided below:

FINANCIAL SUMMERY

(Ks. in crores)
Particulars	Year ended 31/03/2022	Year ended 31/03/2023
Revenue from operations & other Income	224.70	305.31
Profit before exceptional items & tax	7.25	25.37
Exceptional items	0.70	188.75
Profit before tax	7.95	214.12
Less-Tax expenses	0.01	-
Profit for die year	7.94	214.12
Other Comprehensive Income	0.27	0.16
Total Comprehensive Income	8.21	214.28

STATE OF COMPANY’S AFFAIRS

The performance of the Woollen Division of the Company has been
satisfactory'' over past few years in spite of stiff competitions in the Domestic
and International Maricets. During the year under review the turnover of
the Woollen Division of the Company is Rs. 202.92 Crores as against Rs.
134.18 Crores in the previous year. During the year under review the turnover
of the Yam Division of the Company is Rs. 99.04 Crores as against Rs.
88 .45 Crores in the previous year. Your company has been able to generate
the profit of Rs. 25 .37 Crores during the year under review as against Rs.
7.25 Crores in previous year before exceptional items and tax
There is no change in the nature of business of the Company during the
financial year under review.

POST COYTD19 PHASE & GEO-POLITICAL SITUATION.

From the highs of the pandemic, growth and demand for the textiles sector
has moderated this financial year. The Russia-Ulcraine war, high inflation
and the threat of a looming recession in key maricets like the US and Europe
have led to a slowdown in exports. The silver lining for the sector has,
however, been robust domestic demand and new pockets of growth
After short cyclical ups and downs in demand, the net effect of the pandemic
on tlie domestic maricethas been a net increase in size of the domestic maricet
by 15-20%, as people learnt to spend more on their homes and living
environment and opt for better quality. While exports picked up for some
time, other non-pandemic factors like the Ukraine war and high inflation
marred them in key maricets like tlie European Union, USA and Japan. More
recently, some signs of international demand re-emeiging. Skyrocketing prices
of cotton, which constitute a major part of India’s textile exports, impacted
demand adversely in this segment. Nowthat the prices are lev elling to normal,
however for our worsted industry raw material prices were more or less stable
due to lower Chinese demand & demand of worsted yam from India in both
export & domestic sector were extremely good.

Just before Russia-Ukraine war, GBP & EURO were in pressure & caused dent
in realization, but slowly it is now back to square one & resulted positive impact.
SHARE CAPITAL

The authorized Share Capital of the Company stood at Rs. 185,00,00,000.
During the year under review, there was no change in the authorized share

capital of the Company. The paid-up Equity Share Capital as at March 31,
2023 stood at Rs. 34,77,51,600.

During the year under review, the Company has not issued shares with
differential voting rights nor lias granted any stock options or sweat equity
or warrants. As on March 31,2023, none of the Directors of the Company
hold instruments convertible into equity shares of the Company.
TRANSFER TO RESERYES

The Company has not transferred any amount to reserves during the year
under review.

DIVIDEND

In ol der to conserve the resources of the company and for expansion and
modernization of old plant and machinery, the Board of Directors of your
company have decided not to recommend any dividend on the Equity Shares
of the company for the year under review.

EXPORTS

As inflationary conditions cool off and retailers exhaust their stocks, added
by growing preference of importers to move away at least part of their sourcing
from China, Indian textile exporters should see good demand from in 2023.
We are certainly facing stiff competition from countries labour cost advantage
also enjoy favourable trade terms and duty-free access to many markets. India
is in discussion with many countries on FTA & already concluded FTA with
Australia and die UAE This should work to its advantage. We need to do
similar agreements with larger buyers like Europe and USA.

The biggest challenge which we feel exists is fliat paying enough importance
to product quality & development, marketing and distributing. Production
could be one of the challenge. Export production is always led by buyer
specification. So we have little say tliere& fulfilling tiieir requirement is of
extreme unportance.

FUTURE PROSPECTS

Sustainability is buzzword now. Producers are increasingly using sustainable
raw'' materials, recycled fibres, biodegradable inputs from raw'' materials to
process and package goods. Alternatives like RWS, Bio Wool, Organic Wool,
recycled polyester are increasingly being used. Natural dyes and organic
chemicals are being used fortextile processing. Offering products that meet
the defined standards of European and American agencies, certifying their
products as sustainable, organic, biodegradable and eco-friendly is many
cases a MUST now.

MSME CERTIFICATE

Your Company has getting registered under MSME vide UDYAM
Registration Number - UDYAM RJ 07-0000022.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements
for the year ended on March 31, 2023 has been prepared in accordance
with the Indian Accounting Standards (Ind AS) notified under Section 133
of the Companies Act, 2013 (hereinafter refeired to as “The Act’) read
with the Companies (Accounts) Rules, 2014 as amended from time to time.
Tlie estimates and judgments relating to the Financial Statements are made
on a prudent basis, so as to reflect in a true and fair maimer, the form and
substance of transactions and reasonably present the Company’s state of
affairs, profits and cash flows for the year ended March 31, 2023. The
Notes to the Financial Statements form an integral part of this Report.
Accounting policies have been consistently applied except where a newly
issued accounting standard, if initially adopted or a revision to an existing
accounting standard requires a change in the accounting policy hitherto in
use. Management evaluates all recently issued or revised accountmg
standards on an ongoing basis. The Company discloses financial results on
a quarterly basis which are subjected to limited review.

FIXED DEPOSITS

The Company has neither accepted nor renewed any fixed deposits durmg
the year raider review within the meaning of Section 73 of tlie Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS AM) KEY MANAGERIAL PERSONNEL
Directors

The Board of Directors on the recommendations of the Nomination and
Remuneration Committee vide its meeting held on 24th April, 2023, lias
revised the terms and conditions of remuneration of Sliri Rajesh Ranka
(DIN : 03438721), Chairman & Managing Director of the Company with
effect from 1st May, 2023 till remainder of duration of his tenure i.e. up to
30th June, 2025, subject to the approval of shareholders m the ensuing
General Meeting.

In accordance with the provisions of Section 152 of the Act and the
Company’s Articles of Association, Sliri Ram Awatar Kabra (DEM :
00945603), Whole-Time Director retires by rotation at the ensuing Annual
General Meeting (“AGM”)and being eligible, offers himself for re¬
appointment. His appointment is placed for approval of the members and
forms part of the notice of the ensuing Annual General Meeting. The
information about the Director seeking his reappointment as per Para 1.2.5
of Secretarial Standards on General Meetings has been given in the notice
convening the ensuring Annual General Meeting.

Appropriate resolutions for the remuneration and appointment/reappointment
of the aforesaid directors are being moved at the ensuing Annual General
Meeting of the company, which the board recommends for your approvaL
Key Managerial Personnel

The Board of Directors on the recommendation of Nomination and
Remuneration Committee has revised the terms and conditions of
remuneration of Sliri Prabodh Kumar Nahar, Chief Financial Officer of the
Company with effect from 01/07/2023, for a further period of three years.
In tenns of the provisions of Sections 2(51) and 203 of the Act, read with
the Companies (Appointment and Remuneration of Manageiial
Personnel)Rules, 2014, Sliri Rajesh Ranka, Chainnan & Managing Director,
Sliri Prabodh Kumar Nahar, Chief Financial Officer and Sliri Banwari Lai
Saini, Company Secretary are the Key Managerial Personnel (KMP) of the
Company. The appointment and remuneration of Directors and KMPs are
as per policy of the Company.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE
BOARD, ITS COMMITTEES AND INDIiTDUAL DIRECTORS

Pursuant to the provisions of the Companie s Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015, as amended,
the Board has earned out an annual performance evaluation of its own
performance, the Directors individually as well as the evaluation of the
working of its Audit Committee, Nomination & Remuneration Committee,
Stakeholders ’ Relationship Committee and Corporate Social Responsibility
Committee. Standard parameters were prepared after taking into
consideration various aspects of the Board functioning such as adequacy
of the composition of the Board and its Committees, Board culture,
execution and performance of specific duties, obligations and governance.
The Board and die Nomination and Remuneration Committee reviewed
the performance of individual directors on the basis of criteria such as the
contnbution of the individual director to the board and committee meetings
like preparedness on the issues to be discussed, meaningfid and constructive
contnbution and mputs in meetings, etc.

A separate exercise was earned outto evaluate the performance of individual
Directors including the Chainnan of the Company, who were evaluated on
parameters such as level of engagement and contribution, independence of
judgment, safeguarding the interest of the Company and its minority
shareholders etc. The performance evaluation of the Independent Directors
was carried out by the entire Board and the performance evaluation of the
Chainnan and die Non-Independent Directors of the Company was earned
out by the Independent Directors in a separate meeting who have expressed
their satisfaction with the evaluation process.

NUMBER OF BOARD MEETINGS

The Board meets regular intervals to discuss and decide on business
strategies and policies and review the financialperfonnance of the Company.

The notice and detailed agenda alongwith other material infonnation are
sent in advance separately to each Directors.

In the Financial Year 2022-23, the Board met seven times. The Meetings
were held on 30th May, 2022, 27th July, 2022, 2nd September, 2022, 14th
September, 2022, 23id November, 2022, 10th February, 2023 and 30th
March, 2023. The intervening gap between the meetings was within the
period prescribed under section 173 of the Companies Act, 2013 and
regulation 17(2) of SEBI (Listing Obligation andDisclosure Requirements)
Regulations, 2015. The attendance ofdirectors in board meetings held dumig
the financial year ending 31st March, 2023 is given m corporate governance
report attached as Annexure G to the Board’s report.

COMNHTTEE S OF THE BOARD
AUDIT COMMITTEE

Audit Committee of the Board of Directors is entrusted with the
responsibility to supervise the Company ’s internal controls and financial
reporting process. The composition, quorum, powers, role and scope are in
accordance with Section 177 of the Companies Act, 2013, rules made
thereunder and the provisions of Regulation 18 of the Listing Regulations.
All members of the Audit Committee are financially literate and bring in
expertise in the fields of Finance, Taxation, and Economics etc. The
constitution of the committee as on 31st March 2023 is as follows:

SI. No.	Name of Director	Position held in the Committee	Category of Director
1.	Smt. Anldta Jain (w.e.f 27/07/2022)	Chairperson	Independent Director
2.	Sliri C. M. Jain (w.e.f 27/07/2022)	Member	Independent Director
3.	Sliri R.A. Kabra	Member	Executive Director
4.	Sliri Ram Rai Kabra (up to 18/07/2022)	Chairman	Independent Director
5.	Sliri Rohit Singh (up to 18/07/2022)	Member	Independent Director

(Sliri Ram Rai Kabra and Sliri Rohit Singh have resigned as a member of
the committee with effect from 18/07/2022. Smt. Anldta Jain and Sliri CM.
Jain were appointed as a member of the Audit Committee with effect from

27/07/2022.)

All the recommendations made by the Audit Committee, during the year
were accepted by the board of directors of the Company. Further details
relating to the Audit Committee are provided in the Corporate Governance
Report, attached as Annexure - G to the Board’s report.

NOMINATION AND REMUNERATION COMMITTEE
As per the provisions of section 178 of the Companies Act, 2013 and the
rules made thereunder and as per the criteria laid down under regulation 19
of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the company has in place a Nomination and Remuneration
Committee. The constitution of the Committee as on 31st March 2023 is as
follows:

SL No.	Name of Director	Position held in the Committee	Category of Director
1.	Smt. Anldta Jain (w.e.f. 27/07/2022)	Chairperson	Independent Director
2.	Sliri C. M. Jain (w.e.f 27/07/2022)	Member	Independent Director
3.	Sliri J. N. Sharma	Member	Independent Director
4.	Slin Ram Rai Kabra (up to 18/07/2022)	Chairman	Independent Director
5.	Sliri Rohit Singh	Member	Independent Director

(Sliri Ram Rai Kabra and Skri Rohit Singh have resigned as a member of
the committee with effect from 18/07/2022. Smt. Anlata Jain and Shri C M.
Jain were appointed as a member of the Audit Committee with effect from

27/07/2022 )

The Nomination and Remuneration Committee shall identify persons who
are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down and recommend to
the Board for their appointment and removal and shall specify the maimer
for effective evaluation of performance of Board, its committees and
individual directors to be earned out either by the Board or by the
Nomination and Remuneration Committee.

The Board has, on the recommendation of the Nomination & Remuneration
Committee, framed and adopted a policy i.e. Nomination & remuneration
Policy for selection and appointment of Directors, Senior managerial
personnel and their remuneration. Salient features of the Nomination &
remuneration Policy are as below:

POLICY FOR DIRECTORS, KMP AND OTHER EMPLOYEES
Appointment Criteria and Qualifications

1. The Committee shall identify and ascertain the integrity, qualification,
expertise and experience of the person for appointment as Director,
KMP or oilier employees and recommend to the Board for his/her
appointment.

2. A person should possess adequate qualification, expertise and
experience for the position he/she is considered for appointment.
The Committee has discretion to decide whether qualification,
expertise and experience possessed by a person is sufficient/
satisfactory for the concerned position.

3. The appointment/reappointment of Independent Directors of the
Company shall be as pel'' the provisions of Companies Act, 2013 and
Independent Directors Data Bank of the Indian Institute of C oiporate
Affairs (IICA).

Term/Tenure

(a) Managing Director/Wh ole-time Director:

The Company shall appoint or re-appoint any person as its Executive
Chairman, Managing Director or Executive Director for a term not
exceeding five years at a time. No re-appointment shall be made
earlier than one year before the expiry of the teim.

(b) Independent Director:

An Independent Director shall hold office for a teim up to five
consecutive years on the Board of the Company and will be eligible
for re-appointment on passing of a special resolution by the Company
and disclosure of such appointment in the Board’s report.

No Independent Director shall hold office for more than two
consecutive teims of 5 years, but such Independent Director shall be
eligible for appointment after expiry of three years of ceasing to
become an Independent Director. Provided that an Independent
Director shall not, during the said period of three years, be appointed
in or be associated with the Company in any oilier capacity, either
directly or indirectly.

Remuneration

a) Remuneration to Managing DirectorAYliole Time Director,(KMP
and other Employees:

Remuneration/ Compensation/Commission etc. to be paid to Director/
Managing Director etc. shall be governed as per provisions of the
Companies Act, 2013 and rules made there under or any other
enactment for the tune being m force.

(b) Remuneration to Non-Executive/Independent Director:

Non-Executive Independent Director may receive remuneration/
compensation/ commission as per the provisions of Companies Act,
2013. The amount of sitting fees shall be subject to ceiling/limits as

provided under Companies Act, 2013 and rules made there under or
any other enactment for the time being in force.

Evaluation

The Committee shall cairy out evaluation of performance of every Director,
KMP and Other employees at regular interval.

Removal

Due to reasons for any disqualification mentioned in the Act or under any
other applicable Act, rules and regulations there raider, the Committee may
recommend, to the Board with reasons recorded in writing, removal of a
Director, KMP or Other employees subjeetto the provisions and compliance
of the said Act, rules and regulations.

Retirement

The Director, KMP and Other employees shall retire as per the applicable
provisions of the Act and the prevailing policy of the Company. The Board
will have the discretion to retain the Director, KMP and other employees in
the same position/remuneration or otherwise even after attaining the
retirement age, for the benefit of the Company.

This policy is available on the website of the company https://
www.modemwoollens.com.

In case of appointment of Independent Directors, the Committee shall satisfy
itself with regard to die independent nature of the Directors and also ensure
that the candidate identified for appointment as an Independent Director is
not disqualified for appointment under Section 149 and 164 of the
Companies Act, 2013.

Further details relating to tile Nomination and Remuneration Committee
and policy are provided in the Corporate Governance Report, attached as
Annexure G to the Board’s report.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

As per die requirement of sec. 178 of the Companies Act, 2013 and the
rules made diereunder and also as per the criteria laid down raider SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the
company has in place the Stakeholders’ Relationship Committee. The
constitution of the Committee as on 31st March 2023 is as follows:

SL No.	Name of Director	Position held in the Committee	Category of Director
1.	Smt. Ankita Jain (wef 27/07/2022)	Chairperson	Independent Director
2.	Shri C. M. Jain (w.e.f. 27/07/2022)	Member	Independent Director
3.	Shri R.A. Kabra	Member	Executive Director
4.	Shri Ram Rai Kabra (up to 18/07/2022)	Chairman	Independent Director
5.	Shri Rohit Singh (up to 18/07/2022)	Member	Independent Director

(Shri Ram Rai Kabra and Sliri Rohit Singh have resigned as a member of
the committee with effect from 18/07/2022. Smt. Anlata Jain and Shri CM.
Jain were appointed as a member of die Audit Committee with effect from

27/07/2022.)

Further details relating to the Stakeholders’ Relationship Committee are
provided in the Corporate Governance Report, attached as Annexure G to
the Board’s report

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As per the provisions of section 135(1) of the Companies Act, 2013 and
the rules made thereunder, the Company has constituted the Corporate Social
Responsibility Committee. The constitution of the Committee as on 31st
March 2023 is as follows:

SI. Name of Director Position held Category of

No. in the Director

Committee

1. Shn Rajesh Ranka Chairman Managing Director

2. Smt. Anldta Jain Member Independent Director

(w.e.£ 27/07/2022)

3. Shri C. M. Jain Member Independent Director

(we.£ 27/07/2022)___

4. Shri Ram Rai Kabra Member Independent Director

(up to 18/07/2022)

5. Shri Roliit Singh Member Independent Director

(up to 18/07/2022)

(Shn Ram Rai Kabra and Shn Rolnt Smgh have resigned as a member of
the committee with effect from 18/07/2022. Smt Ankita Jain and Shn C M.
Jain were appointed as a member of the Audit Committee with effect from

27/07/2022.)

During the year under review two meetings of the CSR Committee were
held on 30th May, 2022 and 10th February, 2023 with all three directors as
mentioned above were present.

The Board has, on the recommendation of the Corporate Social
Responsibility Committee, framed and adopted a policy for
CSR which is available on the Company’s website, https://
www.modemwoollens.com. The disclosures as per rule 9 of Companies
(Corporate Social Responsibility Policy) Rules, 2014 are disclosed in
Annexure - C as a part of Board’s Report.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT
OF WOMENAT WORK PLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

Your Company has complied with the provisions relating to the
constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and constituted Internal Complaints Committee
as per the provisions of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,2013. The Company has
also adopted a policy on Sexual Harassment of Women at Workplace
and framework for employees to report sexual harassment cases at
workplace and its process ensures complete anonymity and
confidentiality of information.

Details of complaints received/disposed during the financial year
2022-23 is provided on page 24 of this Annual Report

DIRECTOR’S RESPONSIBHITY STATEMENT

In terms ofSection 134 (5) of the Companies Act, 2013, your directors
would like to state and confirm that:

(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed alongwith proper
explanation relating to material departures;

(b) The directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year
and of the profit and loss of the Company for that period;

(c) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
the provisions of this Act for safeguarding the assets of the

Company and for preventing and detecting fraud and other
irregularities;

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

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

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

AUDITORS AND AUDITORS’ REPORT
Statutory Auditors

S.S. Surana & Co. Chartered Accountants, Jaipur (Firm Registration
No. 001079C) were appointed as Statutory Auditors of the Company
in the 41st Annual General Meeting of the Company held on 30th
September, 2022 for a period of five years from the conclusion of 41st
Annual General Meeting upto the conclusion of 46th Annual General
Meeting of the Company.

The observations made in the Auditors’ Report read together with
relevant notes thereon are self-explanatory and hence, do not call for
any further comments under Section 134 of the Companies Act, 2013

The Statutory Auditors of the Company have not reported any fraud
as specified under section 143(12) of the Companies Act, 2013 m the
year under review.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed
M/s. R.K. Jain & Associates, Company Secretaries, Bhilwara to
undertake the Secretarial Audit of the Company for the financial year
ended 31st March, 2023.

The Company has also undergone an audit for the FY 2022-23 pursuant
to SEBI Circular No. CIR/CFD/CMO/I/27/2019 dated 8th February,
2019 for all applicable compliances as per the Securities and Exchange
Board of India Regulations and Circular/guide lines issued thereunder
from tune to tune The Report (Annual Secretarial Compliance Report)
has been submitted to the stock exchanges within the prescribed time
limit, of the end of the financial year ended 31st March, 2023.

The Secretarial Audit report is annexed as Annexure -A to the Board’s
report. The observations in Secretarial Audit Report, which pertains
mainly to listing regulations requirements, Stock Exchange
compliances etc. Since company had been a sick industrial company
for a long time and draft rehabilitation scheme pending for examination
and approval of BIFR but pursuant to Sick Industrial Companies
(Special Provision) Repeal Act, 2003 (SICA Repeal Act) the
proceedings pending before BIFR stands abated with effect from 01/
12/2016 and the company has not filed reliabilitation/revival scheme
to NCLT under insolvency and bankruptcy code 2016. However, the
company has made application to BSE and NSE for revocation of
suspension of trading of securities and The Company has received in¬
principal approval for revocation of suspension of trading of equity
shares from BSE Limited on 12/10/2022. The other observations made
in the Secretarial Audit Report are self-explanatory and hence, do not
call for any further comments under Section 134 of the Companies
Act, 2013.

Cost Auditors

Pursuant to Section 148(1) of the Companies Act, 2013 your Company is
required to maintain Cost Records as specified by the Central Government
and accordingly such accounts and records are made and maintained.
Pursuant to the provisions of Section 148(2) of the Companies Act, 2013
read with the Companies (Cost Records and Audit) Amendment Rules,
2014, your company is required to get its cost accounting records audited
by cost auditors. Accordingly, the Board, at its meeting held on 30th May,
2022 has on the recommendation of the Audit Committee, re-appointed M.
Goyal & Co., Cost Accountants, Jaipur (Finn Registration No. 000051) to
conduct the audit of the cost accounting records of the Company for FY
2022-23 on a remuneration of Rs. 50,000/- plus applicable taxes and
reimbursement of actual travel and out-of-pocket expenses upto Rs. 25,000/-.
The remuneration is subject to the ratification of the Members in tenns of
Section and a resolution seeking members approval for the remuneration
payable to the Cost Auditors forms part of the Notice convening Annual
General Meeting for their Ratification
Internal Auditors

Sliri Rahul Kumar Jain was reappointed as the Internal Auditor of the
Company in the Board Meeting held on 30th March, 2023, on the
recommendation of Audit Committee. Internal Audit Report, their significant
findings and follow up actions taken by the management is renewed by
the audit committee on a quarterly basis.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under the Company has taken unsecured borrowing of Rs.
10 crores from Modem Polytex Limited and the same has also been repaid.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has an effective internal control and risk-mitigation system,
which are constantly assessed and strengthened with new/revised standard
operating procedures. The Company’s internal control system is
commensurate with its size, scale and complexities of its operations. The
main thrust of internal audit is to test and review controls, appraisal of
risks and business processes, besides benchmarking controls with best
practices in the industry. The Audit Committee of the Board of Directors
actively reviews the adequacy and effectiveness of the internal control
systems and suggests improvements to strengthen the same.

The Company is also initiating action for strengthening the systems and
procedures to ensure effective Internal Financial Controls in accordance
with Section 134(5) (e) of the Companies Act, 2013 An Internal Audit
process is in place under the overall supervision of the Audit Committee of
the Board, Qualified and experienced professionals are engaged to ensure
effective and independent evaluation of the Internal Financial Controls.
The Audit Committee of the Board of Directors, Statutory Auditors and the
Business Heads are periodically apprised of the internal audit findings and
corrective actions are being taken

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

The infonnation on conservation of energy, technology absorption, Foreign
exchange earnings and outgo as required under Section 134 (3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014 is annexed as Annexuie-B to the Board’s Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuantto the provision of Section 177(9) and (10) ofthe Companies Act,
2013, read with Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirement) Regulations, 2015 the Company has
fonnulated and implemented the Whistle Blower PolicyA''igil Mechanism.
This has provided a mechanism for Directors and employees ofthe Company
and other persons dealing with the Company to report genuine concerns
about unethical behavior, actual or suspected fraud and violation of the

Company’s code of conduct and ethics. The Company has also provided
adequate safeguards against victimization of employees and Directors who
express their concerns. Tins policy is available onthewebsite ofthe company
athttps //wwwmodemwoollens com
ENVIRONMENT HEALTH AND SAFTY

The Company is conscious of the nnportance of environmentally clean and
safe operations to ensure about safety of all concerned, compliances of
environmental regulations and prevention of natural resources.

The Company has zero tolerance towards sexual harassment at the
woricplace and has a proper management system to prevention, prohibition
and redressal of sexual harassment at workplace inline with the provisions
ofthe Sexual Harassment of women at Woricplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules made thereunder. During the
financial year 2022-23, the Company has not received any complaints of
sexual harassment.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act and Rule
12(1) of the Companies (Management and Administration) Rules, 2014
(as amended) the Annual Return as on March 31,2023 is available on the
Company’s website at the web link https://modemwoollens.com/admin/
public/uploads/l/2023-09/foim_no_mgt_7_aimual_ retum.pdf By virtue
of amendment to Section 92(3) of the Companies Act, 2013, the Company
is not required to provide extract of Annual Return (Foim MGT-9) as part
of the Board’s report.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES

In line with the provisions of the Companies Act, 2013 and the Listing
Regulations, the Board has approved a policy on related party transactions.
A policy on related party transactions lias been placed on the Company’s
website.https ://www.modemwoollens.com

In accordance with the provisions of section 188 of the Companies Act,
2013 and rules made thereunder, all related party transactions that were
entered into during he financial year were on arm’s length basis and were
in the ordinary course of business. There were no materially significant
related party transactions which may have a potential conflict with he
interests of the Company at large. All related party transactions are placed
before the Audit Committee for approval. Omnibus approval was obtained
on a yearly basis for transactions which are of repetitive nature.

The details of contracts and arrangement with related parties for the financial
year ended 31st March, 2023, are given in Note No. 34 to the Financial
Statements forming part of this Annual Report.

Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014, information in foim AOC-
2 is provided as Annexure-D to the Board’s Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate
Company as on 31st March, 2023.

CODE OF CONDUCT

In compliance of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 and the Companies Act, 2013. the Company has framed
and adopted a Code of Conduct and Ehics. The code is applicable to the
Board of Directors, Key Managerial Personnel and all other employees in
the course of day to day business operations of the Company. The Code
lays down the standard procedure of business conduct which is expected to
be followed by the Directors, Key Managerial Personnel and all other
designated employees of the Company in their business dealings and in
particular on matters relating to integrity in the work place, in business
practices and in dealing with stakeholders. This code is available on the
website of the company at https://www.modemwoollens.com.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors
of the Company that they meet the criteria of independence as laid down
under section 149(6) of the Companies Act, 2013 and Regulation 25 of the
SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015.
In the Opinion of the Board, the Independent Directors fulfill the conditions
specified in the Companies Act and Listing regulations and also independent
of the Management etc.

The Ministry of Corporate Affairs (‘MCA’) vide Notification No.
GS.K804(E) dated October 22, 2019 and effective from December 01,
2019 has introduced the provision relating to inclusion of names of
Independent Directors in the Data Bank maintained by Indian Institute of
Corporate Affairs (‘HCA’). All Independent Directors of your Company are
registered with IICA. hi the opinion of the Board, the independent directors
possess the requisite integrity, experience expertise, proficiency and
qualifications.

FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS

The company believe that the board be continuously empowered with the
knowledge of the latest developments in the company’s business and the
external environment affecting the industry as a whole. Familiarization
Program for Independent Directors has been adopted by the Company,
pursuant to the prolusions of Schedule IV of the Companies Act, 2013 and
Regulation 25 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and is available on the website of the
company at https://www.modemwoollens.com. The details of the
familiarization program are provided on page 25 of this Annual Report.
BUSINESS RISK MANAGE1MENT

In compliance of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 and the Companies Act, 2013, the Board ofDirectors of
the Company formally adopted a Risk Management Policy for framing,
implementmg and monitoring the risk management plan for the Company.
The main objective of this policy is to ensure sustainable business growth
with stability and to promote a pro-active approach in reporting, evaluating
and resolving risks associated with the business. The policy establishes a
structured and disciplined approach to Risk Management, hi the challenging
and competitive environment, strategies for mitigating inherent risks in
accomplishing the growth plans of the Company are imperative. The
common risks of the Company inter aha are financial risk, human resource
risk, technology obsolescence, regulatory risk and strategic risk etc. As a
matter of policy, these risks are assessed and appropriate steps are taken to
mitigate the same. This policy is available on the website of the company
https://www.modemwoollens.com.

INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES

The Company has enjoyed healthy and cordial industrial relations
throughout the period The infonnation required pursuant to Section 197
read with rule 5 of the Companies(Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees ofthe Company
is provided as Annexure - Eto the Board’s Report. In terms of Section 136
of the Act, the reports and accounts are being sent to the members and
others entitled thereto, excluding the infonnation on employees’ particulars
which is available for inspection by the members at the Registered office
of the company during business hours on working days of the Company up
to the date of ensuing Annual General Meeting. If any member is interested
in inspecting the same, such member may write to die Company Secretary
in advance.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued
by the institute of Company Secretaries of India (ICSI).

DISCLOSURE SMITH RESPECT TO DEMAT SUSPENSE
ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT (UNCLIAMED
SHARES

The Company has not issued any shares during the financial year under
review and disclosure regarding demat suspense account/unclaimed
suspense account is not applicable.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on die operations of the
Company, as required under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is set out as Annexure-F to the Board’s
Report and forms an integral part of the Report.

LISTING OF SHARES

The shares of the Company are listed at BSE Limited and National Stock
Exchange of India Limited (NSE) but trading of the shares is suspended.
The Company has filed an application to BSE Ltd. and National Stock
Exchange of India Ltd. (NSE) for Revocation of suspension of trading in
equity shares of the Company. The Company has received in-principal
approval for revocation of suspension of trading of equity shares from BSE
Limited on 12/10/2022.

CORPORATE GOVERNANCE REQUIREMENTS

The Company constantly endeavours to follow die Corporate Governance
guidelines and best practices sincerely and discloses the same transparently.
The Board is conscious of its inherent responsibility to disclose timely and
accurate infonnation on Company’s operations, performance, material
corporate events as well as on the leadership and governance matter related
to the Company.

The Company has Complied with the requirements of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 to the extent
as mentioned in the Corporate Governance report annexed with the Board’s
report.

The Company has also adopted the policies m lme with new governance
requirements including the Policy on Related Party Transactions, Whisde
Blower Policy, Policy guidelines on orderly succession for appointments to
the board and senior management, Remuneration Policy, Risk Management
Policy, Policy on preservation of documents etc. These policies are available
on the website of the Company at https://www.modemwoollens .com
A separate report on Corporate Governance is provided as Annexure - G
together with a Certificate from the Practicing Company Secretary regarding
compliance with the conditions of Corporate Governance as stipulated under
Listing Regulations.

MATERIAL CHANGES AND COMMITMENTS EFFECTTNGTHE
FINANCIAL POSITION OFTHE COMPANY

Except as disclosed elsewhere in this Report, no material changes and
commitments, which could affect the Company’s financial position, have
occurred between the end of the financial year of the Company and the
date of this Report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY’CODE,
2016 (31 OF 2016) DURING THE FINANCIAL YEAR

There is no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial
year 2022-2023.

INSURANCE

Your Company has taken appropriate insurance for all assets against
foreseeable perils.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of
the following items as there were no transactions on these items during the
year under review:

• Issue of equity shares with differential rights as to dividend, voting
or otherwise;

• Issue of shares (including sweat equity shares) to employees of the
Company under any Scheme;

• No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and the
Company’s operations in the future; and

• There was no instance of fraud during the year under review, which
required the statutory auditors to report to the audit committee and
or board under section 143(12) of the Act and the rules framed
thereunder

APPRECIATIONS AND ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the customers, shareholders,
suppliers, bankers, business partners assoeiates, financial institutions and
Central and State Governments for their consistent support and
encouragement to the Company Your Directors also wish to place on record
their deep appreciation to employees at all levels for their hard work,
dedication and commitment.

For and on behalf of the Board of Directors
RAJESHRANKA

Place : Bliilwara Chairman* Managing Director

Dated : 29th May, 2023 DIN : 03438721

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 34th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2015.

FINANCIAL RESULTS (Rs. in Crores)

Particulars Year ended Year ended March March 31, 2015 31,2014

Net Sales 142.91 97.85

Other Income 1.66 1.39

Total 144.57 99.24

Gross Profit before Depreciation 8.99 7.90

Less: Depreciation 1.51 1.94

Net Profit for the year 7.48 5.96

Add : Balance brought forward from last year (316.09) (322.05)

Balance carried to Balance Sheet (308.61) (316.09)

OPERATIONS

The Woollen division of the Company is continuing its operations and has achieved a turnover of Rs. 143 crores as compared to Rs. 98 crores in the previous year. The performance of the Woollen Division has improved during the year under review despite of stiff competitions in the domestic and International markets. Your company has been able to generate net profit of Rs. 7.48 crores during the year under review as against net profit of Rs. 5.96 crores in previous year. The Yam division of the Company at Raila continued to remain closed during the year under review on account of continuing strike by the workers and sealing of the entire plant and machinery by Ajmer Vidyut Vitran Nigam Limited. In view of accumulated losses, your directors are unable to declare any dividend for the year under review.

EXPORTS

The Woollen division, of the Company has been able to increase its exports to Rs. 95 crores during the year under review as against Rs. 59 crores in previous year. The products are well established in the International market and enjoys prestigious clientele. Woollen division has also initiated efforts to retain existing customers base and contacting newer customers in overseas market with different product range in worsted yam so as to achieve improved performance and profitability in the ensuing period.

FUTURE PROSPECTS

The ongoing efforts of management for improving operational efficiency, cost reduction and better management of available financial resources resulted enhanced performance of Woollen division. In view of Company's inherent strengths in the field of manufacturing and market capabilities, future of Woollen division looks optimistic. The Company is hopeful that the woollen division of the Company may be able to provide better contribution towards operating margins.

PUBLIC FIXED DEPOSITS

In view of petition filed by the Company, the Hon'ble Company Law Board has passed an order on 17/04/2002 that "The repayment of fixed deposits shall be made by the Company in accordance with the "revival scheme" as and when approved by BIFR under the provisions of "SICA". However,.payments on compassionate ground are continued to be made as per the decision of the Committee formed by Hon'ble Company Law Board for this purpose. The Company has neither accepted nor renewed any public fixed deposits during the year within the meaning of section 73 of the companies Act, 2013 and the companies (Acceptance of Deposits) Rules, 2014.

STATUS OF PROCEEDINGS AT BIFR

Pursuant to the direction of Hon'ble BIFR and discussions with Operating Agency, the Company has filed revised Draft Rehabilitation Scheme with the Hon'ble BIFR which is under examination and consideration.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Shri S.B.L. Jain and Shri H.L. Sharma were appointed as an Independent Directors of the Company for a period of three consecutive years upto 31 st March, 2017. Shri J.P. Agarwal has resigned from the Directorship of the Company. Smt. Veena Jain and Shri Pushp Kumar Jain have been appointed as an Additional Director of the Company. Appropriate resolutions for the appointment are being moved at the ensuing Annual General Meeting, which the Board recommends for your approval. The Board welcomes Smt. Veena Jain and Shri Pushp Kumar Jain and places on record its sincere thanks and gratitude for the valuable contribution made by Shri. J.P. Agarwal towards the growth and development of the company during his tenure as Director of the Company.

Shri Prabodh Kumar Nahar was appointed as Vice President (Commercial) &

Chief Financial Officer of the Company with effect from 1st July, 2014.

Declaration of Independent Directors

The Independent Directors have submitted their declarations to the Board that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement Policy on Directors' Appointment and Remunerations The Board has, on the recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for nomination, remuneration and evaluation of Directors, Key Managerial Personnel (KMP) and other employees of the Company.

Criteria for Selection/Appointment

The Non-Executive/Whole-time/Managing Director, Key Managerial Personnel (KMP) and other employees shall be of requisite qualification, high integrity and should have relevant expertise and experience.

In case of appointment of Independent Directors, the Committee shall satisfy itself with regard to the independent nature of the Directors and also ensure that the candidate identified for appointment as an Independent Director is not disqualified for appointment under Section 149 and 164 of the Companies Act, 2013.

Remuneration Policy

The Whole time Director/Managing Director/Key Managerial Personnel (KMP) and other employees shall be entitled to receive remuneration/ compensation/ commission etc. as per the provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

The Non Executive Directors and Independent Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board meetings within the overall limits prescribed under the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. A standard parameters was prepared after taking into consideration various aspects of the Board functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Company, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and the Non Independent Directors of the Company was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process. Number of Board Meetings

The Board of Directors duly met four times during the financial year from 1st April, 2014 to 31st March, 2015 i.e. 14th June, 2014,22nd September, 2014,27th December, 2014 and 20th March, 2015. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

M/s S.S. Surana & Co., (Firm Registration No. 001079C), Chartered Accountants, Jaipur were appointed as Statutory Auditors of the Company at the last Annual General Meeting held on 22nd September, 2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Accordingly, the appointment of M/s S.S. Surana & Co., Chartered Accountants, as statutory auditors of the Company, is placed for ratifications by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The observations made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s R.K. Jain & Associates, Company Secretaries, Bhilwara to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure 'A'.

The observations in Secretarial Audit Report regarding appointment of Women Director and Directors liable to retire by rotation, it is clarified that both the points have been complied with in the Board Meeting held on 18/06/2015. In respect of other observations, which are mainly related to listing agreement requirements etc., for which the Company will take necessary action on implementation of rehabilitation scheme pending for examination and approval of B1FR. 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. The details of the investments made by Company is given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations to safeguard and protect from loss, unauthorized use or disposition of its assets. The Internal Auditor ensure and evaluates the efficacy and adequacy of internal control system of the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. The Company is following all the applicable Accounting Standards in respect of maintenance of books of accounts and reporting financial statements. All the transactions are properly authorized, recorded and reported to the Management of the Company. Significant audit observations and recommendations along with corrective actions taken by the rtianagement thereon are presented to the Audit Committee meetings and thereafter Board Meetings.

INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES

The Company has enjoyed healthy and cordial industrial relations throughout the period except that the workers of'Yam Division' are still on strike. 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, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) ofthe Companies Act, 2013, the directors would like to state that:

(a) In the preparation of the annual accounts, the applicable accounting standards

have been followed alongwith proper explanation relating to material departures;

(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;

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

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

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

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure 'B CORPORATE SOCIAL RESPONSIBILITY

The Company has not implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. However, the Company has constituted the Corporate Social Responsibility Committee which comprises of Shri Rajesh Ranka (Chairperson), Shri S.B. L. Jain and Shri H.L. Sharma (Members).

VIGIL MECHANISM

Pursuant to the provision of Section 177 (9) and (10) of the Companies Act, 2013, the Company has adopted Vigil Mechanism, which also incorporates a whistle blower policy for Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud and violation of the Company's code of conduct and ethics. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The related party transaction entered into during the financial year was on arm's length basis and in the ordinary course of business. There were no materially significant related party transactions which may have a potential conflict with the interests of the Company at large. Particulars of contracts or arrangements with related parties under the provisions of section 188(1) ofthe Companies Act, 2013 are annexed herewith in the prescribed form AOC-2 as Annexure 'C'. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES The Company does not have any Subsidiary, Joint venture or Associate Companies as on 31.03.2015.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134 (3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format (MGT-9) is appended as Annexure D to the Board's Report.

CODE OF CONDUCT

The Company has a Code of Conduct which is applicable to the Board of Directors, Key Managerial Personnel and all other employees in the course of day to day business operations of the Company. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors, Key Managerial Personnel and all other designated employees of the Company in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

BUSINESS RISK MANAGEMENT

In accordance with Clause 49 of the Listing Agreement, the Board of Directors of the Company formally adopted a policy i.e. Risk Management Policy for framing, implementing and monitoring the risk management plan for the Company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The policy establishes a structured and disciplined approach to Risk Management. In the challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks of the Company inter alia are: competition, business risk, technology obsolescence, investments, retention of talenband expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.'

AUDIT COMMITTEE

The Board of Directors of the Company has constituted the Audit Committee of Directors to act in accordance with the terms of reference specified by the Board as stipulated in section 177 ofthe Companies Act, 2013. The detail of Committee members are as follows '

SI. Name of Director Designation Category No.

1 Shri S.B.L. Jain Chairman Independent Director

2 Shri H,L. Sharma Member Independent Director

3 Shri Pradeep Kumar Member Special Director, BIFR

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: '

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and the date of this report.

3. No significant or material orders were passed by the regulators or Courts or Tribunals which impact the going concern status and Company's Operations in future.

ACKNOWLEDGEMENTS

The Board place on record its sincere thanks to bankers, business associates, executives, workers and various Government Authorities for their continued support extended to your Company during the year under review.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Mumbai (RAJESH RANKA) Dated : 18th June, 2015 Chairman & Managing Director DIN: 03438721

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Mar 31, 2014

Dear Members,

The Directors present Annual Report and Audited Statement of Accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS (Rs. in crores) 2013-14 2012-13

Net Profit for the year 5.96 4.77

Exceptional items - 20.40

Net Profit for the year after exceptional items 5.96 25.17

2. OPERATIONS The Woollen division of the Company has been operating reasonably over the past year despite of stiff competitions in the domestic and International markets. During the year under review the turnover of the Woollen division of the Company was about Rs. 98 crores as against Rs. 78 crores in previous year inspite of sluggish demand of worsted yarn from major European countries. Your company has been able to generate net profit of Rs. 5.96 crores during the year under review as against net profit of Rs. 4.77 crores in previous year. The Yarn division of the Company at Raila continued to remain closed during the year under review on account of continuing strike by the workers and sealing of the entire plant and machinery by Ajmer Vidyut Vitran Nigam Limited. In view of accumulated losses, your directors are unable to declare any dividend for the year under review.

3. EXPORTS

The Woollen division of the Company is one of the largest exporter of woollen worsted yarn from the country. During the year under review exports of Woollen division was Rs. 59 crores as against Rs. 45 crores in previous year. The products are well established in the International market and enjoys prestigious clientele. Woollen division has also initiated efforts to retain existing customers base and contacting newer customers in overseas market with different product range in worsted yarn so as to achieve improved performance and profitability in the ensuing period.

4. FUTURE PROSPECTS

The worsted yarn segment of Textile Industry is moving ahead and likely to grow fast in coming years. The acceptance of Woollen as a fashion fabric in global as well as in domestic markets, coupled with renewed attention on speciality and high value added yams will be strong growth drivers for woollen division of the Company. The Company is hopeful that Woollen division of the Company may be able to provide better contribution towards operating margins. The ongoing efforts of management for improving operational efficiency, cost reduction and better management of available financial resources is likely to enhance the performance of Woollen division.

5. PUBLIC FIXED DEPOSITS

In view of petition filed by the Company, the Hon''ble Company Law Board has passed an order on 17/04/2002 that "The repayment of fixed deposits shall be made by the Company in accordance with the "revival scheme" as and when approved by BIFR under the provisions of "SICA". However, payments on compassionate ground are continued to be made as per the decision of the Committee formed by Hon''ble Company Law Board for this purpose.

6. RESTRUCTURING OF DEBTS AND REFERENCE TO BIFR

As reported in previous year 100% secured lenders have already approved the settlement of their dues. Pursuant to the direction of Hon''ble BIFR and discussions with Operating Agency, the Company has filed revised Draft Rehabilitation Scheme with the Hon''ble BIFR and the same is under examination with Operating Agency.

7. DIRECTORS

The Board of Directors has re-appointed Shri Rajesh Ranka as Chairman & Managing Director of the Company for a further period of three years with effect from 1st February, 2014 and Shri J.P. Agarwal as Director & Senior President of the Company for a further period of two years with effect from 1st July, 2014. In compliance with the provision of Section 149 and other applicable provisions of the Companies Act, 2013, Shri S.B. L. Jain and Shri H.L. Sharma Directors of the Company are proposed to be appointed as Independent Directors of the Company for three consecutive years for a term upto 31st March, 2017. Shri J.P. Agarwal is liable to retire by rotation and being eligible, offers himself for re-appointment. Appropriate resolutions for the appointment / re-appointment of the aforesaid Directors are being moved at the ensuing Annual General Meeting, which the Board recommends for your approval.

8. AUDITORS

M/s. S.S. Surana & Co., Chartered Accountants, Jaipur retires at the forthcoming Annual General Meeting. Your Directors recommend their re-appointment to audit the accounts of the Company. As required under the provision of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. S.S. Surana & Co., Chartered Accountants, that their re-appointment, if made, would be in conformity with the limits specified in the said section. The observations made by the Auditors are self explanatory and have been dealt with in the notes forming part of the financial statements and hence need no further clarifications.

9. INDUSTRIAL RELATIONS & PARTICULARS OF EMPLOYEES

The Company has enjoyed healthy and cordial industrial relations throughout the period except that the workers of ''Yarn Division'' are still on strike. There is no employee getting remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

10. DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Directors would like to state that :-

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

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

iv) the Directors have prepared the annual accounts on a going concern basis except Yarn Division of the Company which is not in operation for last few years on account of labour and other problems.

11. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE OUTGO

The statement of particulars relating to energy conservation, technology absorption and foreign exchange earnings and outgo as required in accordance with Section 217(1)(e) of the Companies Act, 1956 read with Rule 2(A), 2(B) and 2(C) of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

12. CONSTITUTION OF AUDIT COMMITTEE

The Board of Directors has constituted the Audit Committee of Directors to exercise powers and discharge functions as stipulated in section 177 of the Companies Act, 2013. The present Audit Committee consists of member directors as follows :-

Shri S.B.L. Jain (Independent Director) - Chairman

Shri H.L. Sharma (Independent Director)

Dr. Pradeep Kumar (Nomnee of BIFR)

13. ACKNOWLEDGEMENTS

The Board places on record its sincere thanks and gratitude for the assistance and continued co-operation that the Company has been receiving from the executives, staff, workers, Banks and Central as well as State-Government.

ON BEHALF OF THE BOARD

(RAJESH RANKA) Chairman & Managing Director

Place : Mumbai

Dated : 14th June, 2014

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Mar 31, 2013

The Members,

The Directors present Annual Report and Audited Statement of Accounts for the year ended 31 st March, 2013.

1. FINANCIAL RESULTS (Rs. in Crores)

2012-13 2011-12

Net Profit for the year 4.77 8.72

Exceptional items 20.40 10.76

Net Profit for the year after exceptional items 25.17 19.48



2. OPERATIONS

The Woollen division of the Company is continuing its operations and has maintained the turnover of Rs. 78 crores as against Rs. 101 crores in previous year inspite of overall global economy in recession and lack of demand from most of the European countries. Your company has been able to generate net profit ofRs. 4.77 crores during the year under review as against net profit ofRs. 8.72 crores in previous year inspite of depressed market condition. The Yam division of the Company at Raila continued to remain closed during the year under review on account of continuing strike by the workers and sealing of the entire plant and machinery by Ajmer Vidyut Vitran Nigam Limited. In view of accumulated losses, your directors are unable to declare any dividend for the year under review.

3. EXPORTS

The exports of the; Woollen division during the year under review has suffered set back mainly due to adverse market condition and financial crises in Europe and middle east. The exports of Woollen division was of Rs. 45 crores as against the exports ofRs. 65 crores in previous year. The decline in exports have also affected adversely the performance of the Company. Woollen division has also initiated the efforts to retain existing customers base and contacting newer customers in overseas market with different product range in worsted yam so that we can achieve improved performance and profitability in next year.

4. FUTURE PROSPECTS

In view of Company''s inherent strengths in the field of manufacturing and market capabilities, future of''Woollen division'' looks optimistic. The Company is hopeful that the woollen division of the Company may be able to provide better contribution towards operating margins once the current recessionary trend prevailing in textile industry is over. The ongoing efforts of management for improving operational efficiency, cost reduction and better management of available financial resources is expected to bring in improved performance of woollen division in future.

5. PUBLIC FIXED DEPOSITS

In view of petition filed by the Company, the Hon''ble Company Law Board has passed an order on 17/04/2002 that "The repayment of fixed deposits shall be made by the Company in accordance with the "revival scheme" as and when approved by BIFR under the provisions of "S1CA". However, payments on compassionate ground are continued to be made as per the decision of the Committee formed by Hon''ble Company Law Board for this purpose.

6. RESTRUCTURING OF DEBTS AND REFERENCE TO BIFR

As reported in the previous year the 100% of the secured lenders have approved the settlement of their dues. Pursuant to the direction of Hon''ble BIFR and discussions with Operating Agency, the Company has filed revised Draft Rehabilitation Scheme with the Hon''ble BIFR and same is now under examination with Operating Agency.

7. DIRECTORS

During the year under review Shri J.P. Agarwal has been appointed as an Additional Director w.e.f. 28/06/2012 and Board has also appointed him as Director and Senior President of the Company w.e.f. 01 /07/2012. Shri R,R, Maheshwari has resigned from the directorship of the Company. The Board places on record its appreciation for the valuable contribution given by Shri R.R. Maheshwari during his tenure as Director of the Company. Shri H.L. Sharma is liable to retire by rotation and being eligible, offers himself for reappointment. Appropriate resolution for the reappointment of the aforesaid Director is being moved at the ensuing Annual General Meeting, which the Board recommends for your approval.

8. AUPITORS

M/s. S.S. Surana & Co., Chartered Accountants, Jaipur retire at the forthcoming Annual General Meeting. Your Directors recommend their reappointment as Auditors of the Company for the year 2013-2014. The observations made by the Auditors are self explanatory and have been dealt with in the notes forming part of the financial statements and hence need no further clarifications,

9. INDUSTRIALRELATIONS & PARTICULARS OFEMPLOYEES

The Company has enjoyed healthy and cordial industrial relations throughout the period except that the workers of ''Yarn Division'' are still on strike. There is no employee getting remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

10. DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Directors would like to state that :-

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

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

iv) the Directors have prepared the annual accounts on a going concern basis except Yarn Division of the Company which is not in operation for last few years on account of labour and other problems.

11. PARTICULARS OF ENERGY CONSERVATION.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The statement of particulars relating to energy conservation, technology absorption and foreign exchange earnings and outgo as required in accordance with Section 217(l)(e) of the Companies Act, 1956 read with Rule 2(A), 2(B) and 2(C) of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

12. CONSTITUTION OF AUDIT COMMITTEE

The Board of Directors has constituted the Audit Committee of Directors to exercise powers and discharge functions as stipulated in section 292A of the Companies Act, 1956. The present Audit Committee consists of member directors as follows :-

Shri S.B.L. Jain, Chairman

Shri H.L. Sharma

Shri Pradeep Kumar

13. ACKNOWLEDGEMENTS

The Board places on record its sincere thanks and gratitude for the assistance and continued co-operation that the Company has been receiving from the shareholders, executives, staff, workers, financial institutions and Central as well as State Government.



ON BEHALF OF THE BOARD



Place : Mumbai (RAJESH RANKA)

Dated : 22nd June, 2013 Chairman & Managing Director

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Mar 31, 2012

The Directors present Annual Report and Audited Statement of Accounts for the year ended 31st March, 2012.

1. FINANCIAL RESULTS (Rs. in Crores)

2011-12 2010-11

Net Profit/(Loss ) for the year 8.72 (2.27)

Exceptional Items 10.76 6.18

Net Profit for the year after

exceptional items 19.48 3.91

2. OPERATIONS

The Woollen division of the Company has been operating reasonably over past few years despite of stiff competition in the domestic & international markets. During the year under review the turnover of the Woollen division of the Company was about Rs. 101 crores as against Rs. 89 crores in previous year inspite of sluggish demand of worsted yarn from major European countries. The performance of the woollen division has improved during the year under review on account of gain in export realizations due to continuous rupee depreciation, lesser interest cost and booking of wool at low rates. Your company has been able to generate net profit of Rs. 8.72 crores during the year under review as against net loss of Rs. 2.27 crores in previous year. In view of accumulated losses, your directors are unable to declare any dividend for the year under review.

3. EXPORTS

During the year under review exports of Woollen division was of Rs. 65 crores as against the exports of Rs. 57 crores in previous year. Consistent efforts are being made by the woollen division of the Company to ensure sustainable leadership for its products in global market. Woollen division has also initiated the efforts in developing newer international markets for spreading its overseas business and mitigating the risk by reducing dependence on any particular country which would definitely boost the existing export volume of its products in times to come.

4. FUTURE PROSPECTS

Although the general outlook for the Textile Industry is not promising in view of stiff competition from China, reduction in custom duty on wool tops in the recent budget but due to ongoing efforts of management for improving operational efficiency, the cost reduction and inherent strengths in the field of manufacturing and marketing capabilities, future of Woollen division looks optimistic. The worsted yarn segment of Textile Industry is moving ahead and likely to grow fast in coming years.

5. PUBLIC FIXED DEPOSITS

In view of petition filed by the Company, the Hon'ble Company Law Board has passed an order on 17/04/2002 that "The repayment of fixed deposits shall be made by the Company in accordance with the "revival scheme" as and when approved by BIFR under the provisions of "SICA". However, payments on compassionate ground are continued to be made as per the decision of the Committee formed by Hon'ble Company Law Board for this purpose.

6. RESTRUCTURING OF DEBTS AND REFERENCE TO BIFR

The company is glad to report that the dues of remaining secured lenders have also been settled during the year under review. Thus, 100% of the secured lenders have approved the settlement of then- dues. Settlement made during the year under review has resulted into write back of principal and interest which has been included in the exceptional items shown in the financial statements. The Company has filed a Draft Rehabilitation Scheme with the Hon'ble BIFR with copy to Operating Agency and same is now under examination for necessary action and circulation.

7. DIRECTORS

Shri R.R. Maheshwari is liable to retire by rotation and being eligible, offers himself for reappointment. Appropriate resolution for the reappointment of the aforesaid Director is being moved at the ensuing Annual General Meeting, which the Board recommends for your approval,

8. AUDITORS

M/s. S.S. Surana & Co., Chartered Accountants, Jaipur retire at the forthcoming Annual General Meeting. Your Directors recommend their reappointment as Auditors of the Company for the year 2012-2013. The observations made by the Auditors are self explanatory and have been dealt with in the notes forming part of the financial statements and hence need no further clarifications.

9. INDUSTRIAL RELATIONS & PARTICULARS OF EMPLOYEES

The Company has enjoyed healthy and cordial industrial relations throughout the period except that the workers of 'Yarn Division' are still on strike. There is no employee getting remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

10. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 217(2 AA) of the Companies Act, 1956, the Directors would like to state that :-

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

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

iv) the Directors have prepared the annual accounts on a going concern basis except Yarn Division of the Company which is not in operation for last few years on account of labour and other problems.

11. PARTICULARS OF ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The statement of particulars relating to energy conservation, technology absorption and foreign exchange earnings and outgo as required in accordance with Section 217(1 )(e) of the Companies Act, 1956 read with Rule 2(A), 2(B) and 2(C) of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

12. CONSTITUION OF AUDIT COMMITTEE

The Board of Directors has constituted the Audit Committee of Directors to exercise powers and discharge functions as stipulated in section 292A of the Companies Act, 1956. The present Audit Committee consists of member directors as follows : -

Shri S.B.L. Jain, Chairman

Shri H.L. Shanna

Dr.Pradeep Kumar (from 21/03/2012)

13. ACKNOWLEDGEMENTS

The Board places on record its sincere thanks and gratitude for the assistance and continued co-operation that the Company has been receiving from the shareholders, employees, workers, financial institutions and Central as well as State Government.

ON BEHALF OF THE BOARD

(RAJESH RANKA) Chairman & Managing Director

Place : Mumbai Dated : 28th June, 2012

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Mar 31, 2010

The Directors present Annual Report and Audited Statement of Accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

(Rs. in crores)

2009-10 2008-09

Net Profit/(Loss) for the year , (4.48) (5.37)

Balance Brought forward from last year (373.23) (501.08)

Exceptional items 7.10 133.22

Balance carried to Balance Sheet (370.61) (373.23)



2. OPERATIONS

The Woollen division of the Company has been operating reasonably over past few years, despite of stiff competition in domestic and international markets and has maintained the turnover of Rs. 77 crores inspite of sluggish demand of Woollen Worsted Yarn from various countries. The Company has suffered net loss of Rs. 4.48 crores during the year against Rs. 5.37 crores during the previous year. Your Directors are unable to declare any dividend for the year under review due to losses suffered by the Company.

The production facilities of the Company at Raila plant remained closed during whole of the year under review on account of continuing strike by the workers and sealing of the entire plant and machinery by Ajmer Vidyut Vitran Nigam Limited.

3. EXPORTS

The exports of the Woollen division during the year under review has suffered setback mainly because of higher wool prices and poor off take from overseas countries due to recession all over the world. The division could achieve export turnover of Rs. 46 crores during the year under review as against Rs. 56 crores in previous year. The decline in exports have also affected adversely the performance of the Company. Despite of adverse features, the Woollen division of the Company is one of the ma- jor exporter of the Woollen worsted yarn from the country. The Woollen division has also initiated the efforts in developing newer international market for spreading its overseas business.

4. FUTURE PROSPECTS

The worsted yarn segment of Textile Industry is moving ahead and likely to grow fast in coming years. The turn of Woollen as a fashion fabric in global as well as domestic markets, coupled with renewed attention on speciality and high value added yarns will be strong growth drivers for woollen division of the Company. The ongoing efforts of management for improving operational efficiency, cost reduction and better management of available financial resources is expected to bring in improved performance of woollen division in future, The possibility to restart of yarn division of the Company seems to be very difficult and PTA division of the Company remains abandoned as desired by the lenders.

5. PUBLIC FIXED DEPOSITS

In view of petition filed by the Company, the Honble Company Law Board has passed an order on 17/04/2002 that "The repayment of fixed deposits shall be made by the Company in accordance with the "revival scheme" as and when approved by BIFR under the provisions of "SICA". However, payments on compassionate ground are continued to be made as per the decision of the Committee formed by Honble Company Law Board for this purpose.

6. RESTRUCTURING OF DEBTS AND REFERENCE TO BIFR The Company is making continuous efforts for settlement of dues of the secured lenders and working capital bankers which includes reschedulement, one time settlement, waiver of entire penal and compound interest. So far about 97% of the secured lenders have settled their dues and as per settlements, the payments are being made by the Company. Settlements during the year under review has resulted into write back of principal and interest and have been included in the exceptional items shown in the financial results. The Company is making continuous efforts for settlement with remaining secured lenders.

As reported in the previous year, the Company has been declared Sick by the Honble BIFR and SBI has been appointed as Operating Agency. The Company is now in process of discussing settlement of dues of remaining secured creditors so as to file OTS based scheme to Honble BIFR.

7. DIRECTORS

Shri R.R. Maheshwari and Shri H.L. Sharma are liable to retire by rotation and being eligible, offers themselves for reappointment. The Board of Industrial and Financial Reconstruction has nominated Shri Arun Ramanathan as Special Director on the Board. The IFCI Ltd. has withdrawan the nomination of Shri T.K. Ray. The SUUTI has withdrawn the nomination of Shri Punit Saxena. The Board welcomes Shri Arun Ramanathan and places on record its appreciation for the valuable contribution made by Shri T.K. Ray and Shri Punit Saxena during their tenure as Directors of the Company. The Board of Directors has re- appointed Shri H.S. Ranka as Chairman and Managing Director of the Company for a further period of three years.

8. AUDITORS

M/s. S.S. Surana & Co., Chartered Accountants, Jaipur retire at the forthcoming Annual General Meeting. Your Directors recommend their reappointment as Auditors of the Company for the year 2010-2011. The observations made by the Auditors are self explanatory and have been dealt with in the notes vide Schedule 14 forming part of the accounts and hence need no further clarifications.

9. INDUSTRIAL RELATIONS & PARTICULARS OF EMPLOYEES The Company has enjoyed healthy and cordial industrial relations throughout the period except that the workers of Yarn Division are still on strike. There is no employee getting remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

10. DIRECTORS RESPONSIBILITY STATEMENT IntermsofSection217(2AA)oftheCompaniesAct, 1956, the Directors would like to state that :-

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

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

iv) the Directors have prepared the annual accounts on a going concern basis except Yam Division of the Company which is not in operation for last few years on account of labour and other problem.

11. PARTICULARS OF ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The statement of particulars relating to energy conservation, technology absorption and foreign exchange earnings and outgo as required in accordance with Section 2 17( 1 )(e) of the Companies Act, 1956 read with Rule 2(A), 2(B) and 2(C) of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

12. CONSTITUTION OF AUDIT COMMITTEE

The Board of Directors has constituted an Audit Committee of Directors to exercise powers and discharge functions as stipulated in section 292A of the Companies Act, 1956. The Audit Committee consists of member directors as under :-

Shri G. C. Baveja, Chairman

Shri T. K. Ray (upto 15/12/2009)

Shri H. L. Sharma

Shri S.B.L. Jain

13. ACKNOWLEDGEMENTS

The Board places on record its sincere thanks and gratitude for the assistance and continued co-operation that the Company has been receiving from the shareholders, employees, workers, financial institutions and Central as well as State Government.

ON BEHALF OF THE BOARD

Place : Mumbai (H.S. RANKA)

Dated: 30th June, 2010 Chairman & Managing Director