డైరెక్టర్ల నివేదిక Dhar Textile Mills Ltd.

Mar 31, 2014

Dear Members,

Directors have pleasure in presenting their Annual Report on the Financial Performance of the Company for the year ended the 31st March, 2014:-

Financial Results:

(Amount in Rs.) 2013-2014 2012-2013

Income From Operation 35,86,49,241.00 33,96,64,865.00

Loss (-) / Profit before Interest, Depreciation and 4,43,72,298.00 Taxes

Less: Interest 6,68,20,050.00 31,29,65,055.00

Less: Depreciation & Amortization 7,56,997.00 3,05,07,26,700

Loss (-)/ Profit before Tax (3,82,84,440.00) (2,99,100,024.00)

Less: Provision for Tax including Deferred Tax 0.00 0.00

Excess provision written back 3,11,26,609.00 0.00

Loss after Tax (71,57,831.00) (2,99,100,024.00)

Working Performance Review:

The total turnover of the Company during the year is Rs. 3586.49 Lacs as compared with Rs. 3396.64 Lacs for the previous year and resulting decrease in loss of the company to Rs. 71.57 Lacs as compared to loss of Rs. 2991.00 Lacs of previous year. Your Directors are confident and trying hard to increase the profitability during the current financial year with dedicated efforts of the management.

Exports:

The company has not done any export during the year as well as previous year.

Dividend:

The Board of Directors regrets their inability to recommend any dividend for the year, due to absence of profit during the year.

Sick Industrial Company:

The Company is a sick company, as its having accumulated losses more than its net worth. Reference of the Company at BIFR, is restored by the BIFR during the financial year to its original number. BIFR has directed to the Company to prepare Draft Rehabilitation Scheme and submit the same to Operating Agency and the same is under process. Debt of the Company has been taken over by the ARCIL from the Bankers.

Directors

Mr. Manish Jajoo is retiring by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment. Further as per the provision of section 149 and 152 of the Companies Act, 2013, Mr. Pankaj Singhal, Mr. Sunil Choudhary, and Mr. Vijay Bakliwal Independent, non-executive directors of the Company are proposed to be re-appointed for a period of 5 years, commencing from 01st October, 2014 to 30th September, 2019. Resolutions has been given in the notice for the same for approval of members.

Auditors

M/s. B. Bansal & Co., Chartered Accountants, Indore, the Statutory Auditors of the company is retiring at the forthcoming Annual General Meeting and they are eligible for re-appointment. The Board recommends their re-appointment.

Auditors'' Report

Explanation for remark in Auditor''s Report:

Point No.2 g) (a) Due to continue losses, Company has become sick company. Looking into financial condition, Company is not in position to redeem Preference Shares as per terms of the issue and pay the dividend accrued thereon. A detailed note is also provided in Notes to the Account annexed with Balance Sheet of the Company.

Point No. 2 g) b) As Company is a sick Company and registered with BIFR, is in continuous touch with Banks and Financial Institutions for settlement to clear their dues for the revival of the Company. During the year ARCIL has taken over the accounts of the lending Banks.

Public Deposits

The company has not accepted deposits from the public in terms of Companies (Acceptance of Deposit) Rules 1985 and there are no unpaid or unclaimed deposits with the company.

Management Discussion & Analysis

A detailed report on Management Discussion & Analysis is Annexed and forming part of this report.

Audit Committee is constituted by the Company for looking after various requirements of Companies Act and Listing Agreement. Detail has been given in Corporate Governance Report.

Report on Corporate Governance

A detailed report on Corporate Governance as required under Clause 49 of the listing Agreement is Annexed and forming part of this report.

Directors'' Responsibility Statement

In compliance with the provisions of Section 217(2AA) of the Companies Act, 1956, your directors hereby confirm that -

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any.

ii) The directors have selected such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at the end of the financial year ended 31st March, 2014 and of the profit of the company for that year.

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.

iv) The directors have prepared the annual accounts for the year ended 31st March, 2014 on a going concern basis.

Conservation Of Energy, Technology Absorption, Adaptation & Innovation and Foreign Exchange Earnings and Outgo

A statement pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is enclosed and forming part of this report.

Particulars of Employees

Particulars of the employees, pursuant to Section 217 (2A) of the companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975 is nil, as none of the employee has received remuneration of Rs. 5.00 Lacs per month or Rs. 60.00 Lacs per year or more.

Acknowledgement

Your directors are pleased to place on record their sincere appreciation for the valuable assistance and co-operation received from the Banks, Institutions, Government Departments, Customers and Suppliers throughout the year. The Board also acknowledges the contributions made by the officers and staff of the company at all levels for their diligent, devotion and whole-hearted efforts throughout the year for the progress of the company.

BY ORDER OF THE BOARD

PLACE: INDORE PANKAJ JAJOO DATE: 03.09.2014 CHAIRMAN & MANAGING DIRECTOR DIN: 00017748

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Mar 31, 2012

The Directors have pleasure in presenting their Annual Report on the Financial Performance of the Company for the year ended the 31st March 2012.

Financial Results:

(Rs.) 2011-2012 2010-2011

Income From Operation 312939948.00 328634417.00

Loss (-) / Profit before Interest, Depreciation and -1809141.00 2617231.00 Taxes

Less: Interest 277416701.00 245247632.00

Less: Depreciation & Amortization 30420344.00 33669483.00

Loss (-)/ Profit before Tax -309646186.00 -276299884.00

Less: Provision for Tax including Deferred Tax 0.00 0.00

Loss after Tax -309646186.00 -276299884.00



Working Performance Review:

The total turnover of the Company during the year is Rs.3129.40 Lacs as compared with Rs.3286.34 Lacs for the previous year and resulting increase in loss of the company Rs. 3096.46 Lacs as compared to loss of Rs. 2762.99 Lacs of previous year. Your Directors are confidant and trying hard to increase the profitability during the current financial year with dedicated efforts of the management. Detailed comments on performance are contained in the report on Management Discussion & Analysis.

Exports :

The company has not done any export during the year as well as previous year.

Dividend :

The Board of Directors regrets their inability to recommend any dividend for the year, due to absence of profit during the year.

Sick Industrial Company :

The Company is a sick company, as its having accumulated losses more than its net worth.

Directors

Shri Pankaj Jajoo and Shri Sunil Choudhary are retiring by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment. The Board recommends his reappointment.

Further Shri Vijay Bakliwal, appointed as Non Executive, Independent, Additional Directors of the Company w. e. f. 09.02.2012 and hold their office up to the date of next Annual General Meeting. Proposals for their appointment as Director of the Company have been included in the Notice of Annual General Meeting for your approval. Shri Sunil Choudhary was confirmed as director of the Company in last AGM held during the FY 2011-12.

Auditors

M/s. B. Bansal & Co., Chartered Accountants, Indore, the Statutory Auditors of the company is retiring at the forthcoming Annual General Meeting and they are eligible for re-appointment. The Board recommends their re-appointment.

Auditors' Report

Explanation for remark in Auditor's Report:

Point No.3(iv) No provision for Impairment of Assets AS-28, has been made as management is of opinion that assets can be realized at the value stated in books, which is compliance of AS-28.

Point No.4 (a) Due to continue losses, Company has become sick company. Looking into financial condition, Company is not in position to redeem Preference Shares as per terms of the issue. A detailed note is also provided in Notes to the Account annexed with Balance Sheet of the Company.

Point No.4 (b) Company is in continues in touch with Banks and Financial Institutions for settlement to clear their dues.

Point No. 4 (c) In growing capital market, company is hopeful that investment will recover their value in future and nature of Investment is considered as long term.

Point No. 4 (d) Company has adapted conservative approach towards liabilities in respect of self adjustment of interest on Loans and confirmations from banks are subject to pending settlement with them.

Point No. 9 (As per Annexure Referred to in Paragraph 3 of the Auditor's Report) Due to the unfavorable financial position and accumulated Losses, the Company is irregular in depositing undisputed statutory dues which company is trying to deposit the said amount as soon as possible. Matters relating to disputed liabilities are pending at appropriate authority/court.

Point No. 11 (As per Annexure Referred to in Paragraph 3 of the Auditor's Report) Company is in continues in touch with Banks and Financial Institutions for settlement to clear their dues and matter is pending in the Court.

Public Deposits

The company has not accepted deposits from the public in terms of Companies (Acceptance of Deposit) Rules 1985 and there are no unpaid or unclaimed deposits with the company.

Management Discussion & Analysis

A detailed report on Management Discussion & Analysis is Annexed and forming part of this report.

Audit Committee is constituted by the Company for looking after various requirements of Companies Act and Listing Agreement. Detail has been given in Corporate Governance Report.

Report on Corporate Governance

A detailed report on Corporate Governance as required under Clause 49 of the listing Agreement is Annexed and forming part of this report.

Directors' Responsibility Statement

In compliance with the provisions of Section 217(2AA) of the Companies Act, 1956, your directors hereby confirm that -

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any.

ii) The directors have selected such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at the end of the financial year ended 31st March 2012 and of the profit of the company for that year.

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.

iv) The directors have prepared the annual accounts for the year ended 31st March 2012 on a going concern basis.

Conservation Of Energy, Technology Absorption, Adaptation & Innovation and Foreign Exchange Earnings and Outgo A statement pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is enclosed and forming part of this report.

Particulars of Employees

Particulars of the employees, pursuant to Section 217 (2A) of the companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975 is nil, as none of the employee has received remuneration of Rs. 5.00 Lacs per month or Rs. 60.00 Lacs per year or more.

Acknowledgement

Your directors are pleased to place on record their sincere appreciation for the valuable assistance and co-operation received from the Banks, Institutions, Government Departments, Customers and Suppliers throughout the year. The Board also acknowledges the contributions made by the officers and staff of the company at all levels for their diligent, devotion and whole-hearted efforts throughout the year for the progress of the company.

BY ORDER OF THE BOARD

PLACE: INDORE PANKAJ JAJOO

DATE: 22.08.2012 CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2011

The Directors have pleasure in presenting their Annual Report on the Financial Performance of the Company for the year ended the 31st March 2011.

Financial Results:

(Rs.)

2010-2011 2009-2010

Income From Operation 328634417.00 249170366.00

Loss (-) / Profit before Interest, Depreciation 2617231.00 1263176.00

and Taxes

Less: Interest 245247632.00 222622170.00

Less: Depreciation & Amortization 33669483.00 33690502.00

Loss (-)/ Profit before Tax -276299884.00 -257575848.00

Less: Provision for Tax including Deferred Tax 0.00 0.00

Loss after Tax -276299884.00 -257575848.00

Working Performance Review:

The total turnover of the Company during the year is Rs.3286.34 Lacs as compared with 2491.70 for the previous year and resulting increase in loss of the company Rs.2762.99 Lacs as compared to loss of Rs.2575.76 of previous year. Your Directors are confidant and trying hard to increase the profitability during the current financial year with dedicated efforts of the management. The Detailed comments on performance are contained in the report on Management Discussion & Analysis.

Exports

The company has not done any export during the year as well as previous year.

Dividend

The Board of Directors regrets their inability to recommend any dividend for the year, due to absence of profit during the year.

Sick Industrial Company

The Company is a sick company within the meaning of Sick Industrial Companies (Special Provision) Act, 1985 .Reference file under section 15 (1) of Sick Industrial Companies (Special Provision) Act, 1985 was registered as case no. 353/2004 vide letter No.3 (T-22)/BC/2004 dated 30/11/2004 issued by Registrar, Board of Industrial and Financial Reconstruction, New Delhi. The bench has declared that the company is a sick industrial company in terms of 3 (1) (O) of the Act w.e.f. 25.05.2006.

Directors

Shri Manish Jajoo is retiring by rotation at the forthcoming Annual General Meeting and is eligible for re appointment. The Board recommends his reappointment.

Further Shri Prakash Chand Kala and Shri Sunil Choudhary, appointed as Non Executive, Independent, Additional Directors of the Company w. e. f. 30.06.2011 and hold their office up to the date of next Annual General Meeting. Proposals for their appointment as Director of the Company have been included in the Notice of Annual General Meeting for your approval.

Auditors

M/s. B. Bansal & Co., Chartered Accountants, Indore, the Statutory Auditors of the company is retiring at the forthcoming Annual General Meeting and they are eligible for re-appointment. The Board recommends their re-appointment.

Auditors' Report

Explanation for remark in Auditor's Report:

Point No.3(iv) Company has made compliance of AS-13 regarding Valuation of Investment and point no. 4 of B of Schedule "O" explain that investment are of long term nature, hence no provision for is made for temporary diminution in value. No provision for impairment of assets has been made as management is of opinion that assets can be realized at the value stated in books, which is compliance of AS-24.

Point No.4 (a) Due to continue losses, Company has become sick and BIFR is also declared the same w.e.f. 25.05.2006. Looking into financial condition, Company is not in position to redeem Preference Shares as per terms of the issue. A detailed note is also provided in Notes to the Account annexed with Balance Sheet of the Company.

Point No.4 (b) Company is in continues in touch with Banks and Financial Institutions for settlement to clear their dues.

Point No. 4 (c) In growing capital market, company is hopeful that investment will recover their value in future and nature of Investment is considered as long term.

Point No. 4 (d) Company has adapted conservative approach towards liabilities in respect of self adjustment of interest on Loans and confirmation from banks are subject to pending settlement with them.

Public Deposits

The company has not accepted deposits from the public in terms of Companies (Acceptance of Deposit) Rules 1985 and there are no unpaid or unclaimed deposits with the company.

Management Discussion & Analysis

A detailed report on Management Discussion & Analysis is Annexed and forming part of this report.

Audit Committee is constituted by the Company for looking after various requirements of Companies Act and Listing Agreement. Detail has been given in Corporate Governance Report.

Report on Corporate Governance

A detailed report on Corporate Governance as required under Clause 49 of the listing Agreement is Annexed and forming part of this report.

Directors' Responsibility Statement

In compliance with the provisions of Section 217(2AA) of the Companies Act, 1956, your directors hereby confirm that -

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper 3xplanation relating to material departures, if any.

ii) The directors have selected such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at the end of the financial year ended 31st March 2011 and of the profit of the company for that year.

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.

iv) The directors have prepared the annual accounts for the year ended 31st March 2011 on a going concern basis.

Conservation Of Energy, Technology Absorption, Adaptation & Innovation and Foreign Exchange Earnings and Outgo

A statement pursuant to Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is enclosed and forming part of this report.

Particulars of Employees

Particulars of the employees, pursuant to Section 217 (2A) of the companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975 is nil, as none of the employee has received remuneration of Rs.2.00 Lacs per month or Rs.24.00 Lacs per year or more.

Acknowledgement

Your directors are pleased to place on record their sincere appreciation for the valuable assistance and co-operation received from the Banks, Institutions, Government Departments, Customers and Suppliers throughout the year. The Board also acknowledges the contributions made by the officers and staff of the company at all levels for their diligent, devotion and whole-hearted efforts throughout the year for the progress of the company.

BY ORDER OF THE BOARD

PLACE: INDORE PANKAJ JAJOO

DATE : 16.08.2011 CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2010

Dear Members,

The Directors have pleasure in presenting their 26th Annual Report on the Financial Performance of the Company for the year ended the 31st March 2010.

Financial Results

(Rs.in lacs)

2009-2010 2008-2009

Sales and other Income 2513.89 3274.42

Loss (-) before Interest, -12.73 -148.19 Depreciation and Taxes

Less: Interest 2226.11 1926.07

Loss (-) before Depreciation & Tax -2238.84 -2074.26

Less: Depreciation & Amortization 336.91 338.13

Loss (-) before Tax -2575.75 -2412.39

Less: Provision for Tax - -

Loss after Tax -2575.75 -2412.39

Add: Balance brought forward -19033.13 -16621.07

Less: Prior Period Items -0.33 4.61

Less: Income Tax for Earlier Year 0.00 -4.28

Balance retained in Profit & Loss A/c -21609.22 -19033.13

Performance

The total turnover of the Company during the year is Rs. 2513.89 Lacs as compared with 3274.42 for the previous year and resulting loss of the company Rs. 2575.75 Lacs as compared to loss of Rs. 2412.39 of previous year. The Detailed comments on performance are contained in the report on Management Discussion & Analysis.

Exports

The company has not done any export during the year as well as previous year.

Dividend

The Board of Directors regrets their inability to recommend any dividend for the year, due to absence of profit during the year.

Sick Industrial Company

The Company is a sick company within the meaning of Sick Industrial Companies (Special Provision) Act, 1985.Reference file under section 15((1) of Sick Industrial Companies (Special Provision) Act, 1985 was registered as case no. 353/2004 vide letter No.3 (T-22)/BC/2004 dt. 30/11/2004 issued by Registrar, Board of Industrial and Financial Reconstruction, New Delhi. The bench has declared that the company is a sick industrial company in terms of 3(1)(O) of the Act w.e.f. 25.05.2006.

Directors

Shri Pankaj Singhal is retiring by rotation at the forthcoming Annual General Meeting and is eligible for re appointment. The Board recommends his reappointment.

Auditors

M/s. B. Bansal & Co., Chartered Accountants, Indore, the Statutory Auditors of the company are retiring at the forthcoming Annual General Meeting and they are eligible for re-appointment. The Board recommends their re-appointment.

Auditors' Report

Explanation for remark in Auditor’s Report:

Point No.3(iv) Company has made compliance of AS-13 regarding Valuation of Investment and point no.4 of B of Schedule "O" explain that investment are of longterm nature, hence no provision for is made for temporary diminution in value. No provision for impairment of assets has been made as management is of opinion that assets can be realized at the value stated in books, which is compliance of AS-24.

Point No.4 (a) Due to continues losses, Company has become sick and BIFR is also declared the same w.e.f. 25.05.2006. Looking into financial condition, Company is not in position to redeem Preference Shares as per terms of the issue. A detailed note is also provided in Notes to the Account annexed with Balance Sheet of the Company.

Point No.4(b) Company is in continues in touch with Banks and Financial Institutions for settlement to clear their dues.

Point No.4(c) In growing capital market, company is hopeful that investment will recover their value in future and nature of Investment is considered as long term.

Point No.4(d) Company has adapted conservative approach towards liabilities in respect of self adjustment of interest on Loans and confirmation from banks are subject to pending settlement with them.

Public Deposits

The company has not accepted deposits from the public in terms of Companies (Acceptance of Deposit) Rules 1985 and there are no unpaid or unclaimed deposits with the company.

Management Discussion & Analysis

A detailed report on Management Discussion & Analysis is Annexed and forming part of this report.

Audit Committee is constituted by the Company for looking after various requirement of Companies Act and Listing Agreement. Detail has been given in Corporate Governance Report.

Report on Corporate Governance

A detailed report on Corporate Governance as required under Clause 49 of the listing Agreement is Annexed and forming part of this report.

Directors' Responsibility Statement

In compliance with the provisions of Section 217(2AA) of the Companies Act, 1956, your directors hereby confirm that -

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any.

ii) The directors have selected such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at the end of the financial year ended 31st March 2010 and of the profit of the company for that year.

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.

iv) The directors have prepared the annual accounts for the year ended 31st March 2010 on a going concern basis.

Conservation Of Energy, Technology Absorption, Adaptation & Innovation and Foreign Exchange Earnings and Outgo

A statement pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is enclosed and forming part of this report.

Particulars of Employees

The provisions of sub-section 2(A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended to-date are not attracted in case of any employee of the Company.

Acknowledgement

Your directors are pleased to place on record their sincere appreciation for the valuable assistance and co-operation received from the Banks, Institutions, Government Departments, Customers and Suppliers throughout the year. The Board also acknowledges the contributions made by the officers and staff of the company at all levels for their diligent, devotion and whole-hearted efforts throughout the year for the progress of the company.

BY ORDER OF THE BOARD

PANKAJ JAJOO CHAIRMAN & MANAGING DIRECTOR

PLACE: INDORE DATE: 14th Augt. 2010