డైరెక్టర్ల నివేదిక Ideal Carpets Ltd.

Mar 31, 2012

Dear Shareholders,

The are Privileged to placed before you 21st Annual Report of Your Companies together with the "Corporate Governance Report, Management Discussion & Analysis, and Audited Financial Accounts" for the financial Year ended on 31st March 2012.

FINANCIAL RESULTS

Your Company''s performance during the year as compared with the previous year is summarized as below:

(Amount in Rupees)

Particulars 2011-2012 2010-2011

Income

Sales Export 34,542,894,00 43,571,011,00

Sales Local 41,971,226.00 17,959,221.34

Job Charges 8,042,155.00 10,201,973.00

Other Income 3,878,747.93 872,202.07

Total 88,435,022.93 72,604,407.41

Profit before Depreciation & Interest 8,461,071.11 8,703,757.36

Less: Depreciation 2,190,769.00 2,174,666.00

Interest 5,668,647.65 6,111,342.49

Profit/(Loss) before Tax 601,654.46 417,748.87

Less: Provision for tax 258,951.00 280,285.00

Profit/(Loss) after Tax 342,703.46 137,463.87

Add: Exchange Reserve Adjusted -- --

Less: Income Tax for earlier years adjustment -- 10,000.00

Profit carried to Balance Sheet 342,703.46 127,463.87

BUSINESS RECIEW:

During the year, the turnover of the Company has been decreased by 42.30% due to increased global competition in the overseas market on the one hand and imports in domestic market of cheap textiles from other Asian neighbors'' on the other hand.

DIVIDENDS

Keeping in view of the working capital requirement of the Company, your Directors regret that they are unable to recommend any dividend for the year 2011-2012.

REPORT ON CORPORATE GOVERNANCE:

The Corporate Governance Report is attached herewith and form part of this report. The certificate from practicing Company Secretaries on compliance with Corporate Governance requirement by the company is attached to the report on corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis from part of this report.

TRANSFER TO CHANGE

The Company has not transfer red any amount in the general Reserves during the year. MATERIAL CHANGE

There was no material change affecting the financial position of the Company between the date of balance sheet and the date of this report.

DIRECTORATE

Shri Rajesh Kumar Shri Shree Ram Maurya and Shri Satish singh retire from the Board of Directors by rotation in the ensuing Annual General Meeting, in accordance with the provisions of Section 255 and 256 of The Companies Act, 1956 and being eligible offers themselves for reappointment.

STATUTORY AUDITORS

M/s PRAKASH K. PRAKASH, Chartered Accountants, New Delhi, the Auditors of the Company who hold office upto the conclusion of the Annual General Meeting are eligible for reappointment and have expressed their willingness to be reappointed as Auditors of the Company. M7s PRAKASH K PRAKASH, Chartered Accountants have under Section 224(1) of The Companies Act, 1956 furnished a certificate of their eligibility for reappointment and they hold valid certificate of having Peer Reviewed of their firm.

AUDITORS REPORT & NOTES ON ACCOUNTS

The auditor remarks in the schedule of notes referred to in their report are self- explanatory. The explanation contained in those comments/notes may be treated as information/explanation submitted by the Board as contemplated under Section 217(3) of The Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There is no information required to be given under Section 217(2A) of The Companies Act, 1956 read with The Companies (Particulars of Employees) Rules 1975 for the year under review as none of the employee falls in this category.

AUDIT COMMITTEE

The Audit Committee of the Company comprised of Mr Satish Singh, Rajesh Kumar, Shri Prabhu Nath Yadav and Mr. Piyush Verma. Mr Rajesh Kumar chairs the committee. The Audit Committee of Board of Directors reviews various auditing and accounting matters, including the recommendation of appointment of Auditors and fixing their remuneration and reviewing of annual statements of accounts.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis is appended to the Annual Report.

PUBLIC DEPOSITS

The Company has not accepted any public deposits during the financial year under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

SUBSIDIARY

The Annual Report along with Annual Financial Statements for the year ended 01.03.2012 of IDEAL CARPETS INC., USA, the Subsidiary of your Company has been attached to this report as required under Section 212 of The Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of The Companies Act, 1956, the Directors hereby state and confirm:

a) That in the preparation of Annual Accounts for the Financial Year ended on 01.03.2012 the applicable accounting standards has been followed subject to note No 1 (i) of Schedule 19.

b) That the Directors selected such accounting policies and applied them consistently and made judgments and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit & loss Accounts of the Company.

c) That 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 to safeguards the assets of the company and to prevent and detect fraud and other irregularities.

d) That the Directors have prepared the Annual Accounts on a "going concern" basis.

EMPLOYEE RELATIONS

The company enjoyed good relations with all employees through the year. Your directors'' wish to place on record their appreciation of the contribution made by employees at all levels during the year.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company is committed to the conservation of the resources. There is no wastage of energy and the working group formed by the company for this purpose, continuously monitors the consumption of various forms of energy and evaluates the options available for energy conservation. Investments will be made, as and when required, for any activity identified as a source for helping us to achieve further energy savings. Your company is not using any foreign technology.

FOREIGN EXCHANGE EARNINGS & OUTGO:

Current Year Previous Year

Foreign Exchange Earnings Rs. 34,542,894,00 Rs. 4,35,71,011.00 Foreign Exchange Outgo Rs. 12,327,248,00 Rs. 1,56,57,822.00

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges a separate section on Corporate Governance has been setup which is ensuring proper implementations of the relevant requirements. A report on Corporate Governance and a certificate from the Auditors confirming compliance is part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continual co-operation, the Company received from the Bankers, Financial Institutions, Shareholders, Dealers and Suppliers and also acknowledges the invaluable contribution made by the employees.

By Order of the Board of Directors

IDEAL CARPETS LIMITED

Place: New Delhi

Date: 29.08.2012 L R Maurya

(CHAIRMAN)

---

Mar 31, 2011

Dear Shareholders,

The directors are pleased to present the 20th Annual Reports together with the Annual Accounts of the Company for the year ended on 31st March 2011.

FINANCIAL RESULTS

Your Company''s performance during the year as compared with the previous year is summarised as below:

(Amount in Rupees)

Particulars 2010-2011 2009-2010

Income

Sales 61,530,232.34 106,649,099.00

Job Charges 4,002,757.07 1,403,077.00

Other Income 7,071,418.07 15,199,621.00

Total 72,604,407.41 123,251,797.00

Profit before Depreciation & Interest 8,703,757.36 10,317,515.29

Less: Depreciation 2,174,666.00 2,051,579.11

Interest 6,111,342.49 7,451,806.55

Profit/(Loss) before Tax 417,748.87 8,14,129.63

Less: Provision for tax 280,285.00 388,776.00

Profit/(Loss) after Tax 137,463.87 425,353.63

Add: Exchange Reserve Adjusted -- 5,858,482.88

Less: Income Tax for earlier years adjustment 10,000.00 (27,432.00)

Add : Profit b/d from P/Y 71,379,857.42 65,068,588.91

Profit carried to Balance Sheet 71,507,321.29 71,379,857.42

FINANCIAL HIGHLIGHTS

The Company''s turnover during the current year is Rs.6.1 Crore in comparison to Rs. 10.66 Crore (previous year). The net profit before tax of the Company is Rs. 4.17 Lacs as against profit of Rs. 8.14 Lacs (previous year).

OPERATIONS

During the year, the turnover of the Company has been decreased by 42.30% due to increased global competition in the overseas market on the one hand and imports in domestic market of cheap textiles from other Asian neighbours on the other hand.

DIVIDENDS

Keeping in view of the working capital requirement of the Company, your Directors regret that they are unable to recommend any dividend for the year 2010-2011.

TRANSFER TO RESERVE

The Company had not transferred any amount in the General Reserves during the year.

MATERIAL CHANGE

There was no material change affecting the financial position of the Company between the date of balance sheet and the date of this report.

DIRECTORATE

Shri Lalla Ram Maurya and Shri Piyush Verma retire from the Board of Directors by rotation in the ensuing Annual General Meeting, in accordance with the provisions of Section 255 and 256 of The Companies Act, 1956 and being eligible offers themselves for reappointment.

Shri Prabhu Nath Yadav was appointed as an Additional Director by Board of Directors of the Company with effect from 13.08.2011 and he may hold the office of Director upto the date of Forthcoming Annual General Meeting. The Company has received a notice in writing from a member proposing the candidature of Shri Prabhu Nath Yadav for the office of Director.

REAPPOINTMENT OF AUDITORS

M/s PRAKASH K. PRAKASH, Chartered Accountants, New Delhi, the Auditors of the Company who hold office upto the conclusion of the Annual General Meeting are eligible for reappointment and have expressed their willingness to be reappointed as Auditors of the Company. M7s PRAKASH K PRAKASH, Chartered Accountants have under Section 224(1) of The Companies Act, 1956 furnished a certificate of their eligibility for reappointment and they hold valid certificate of having Peer Reviewed of their firm.

AUDITORS REPORT & NOTES ON ACCOUNTS

The auditor remarks in the schedule of notes referred to in their report are self- explanatory. The explanation contained in those comments/notes may be treated as information/explanation submitted by the Board as contemplated under Section 217(3) of The Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There is no information required to be given under Section 217(2A) of The Companies Act, 1956 read with The Companies (Particulars of Employees) Rules 1975 for the year under review as none of the employee falls in this category.

AUDIT COMMITTEE

The Audit Committee of the Company comprised of Mr Satish Singh, Rajesh Kumar, Shri Prabhu Nath Yadav and Mr. Piyush Verma. Mr Rajesh Kumar chairs the committee. The Audit Committee of Board of Directors reviews various auditing and accounting matters, including the recommendation of appointment of Auditors and fixing their remuneration and reviewing of annual statements of accounts.

CORPORATE GOVERNANCE REPORT

A separate report on Corporate Governance along with a certificate from statutory Auditors regarding compliance with the conditions of Corporate Governance forms a part of Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis is appended to the Annual Report.

PUBLIC DEPOSITS

The Company has not accepted any public deposits during the financial year under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

SUBSIDIARY

The Annual Report along with Annual Financial Statements for the year ended 31.12.2010 of IDEAL CARPETS INC., USA, the Subsidiary of your Company has been attached to this report as required under Section 212 of The Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of The Companies Act, 1956, the Directors hereby state and confirm:

a) That in the preparation of Annual Accounts for the Financial Year ended on 31.03.2011 the applicable accounting standards has been followed subject to note No 1 (i) of Schedule 19.

b) That the Directors selected such accounting policies and applied them consistently and made judgments and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit & loss Accounts of the Company.

c) That 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 to safeguards the assets of the company and to prevent and detect fraud and other irregularities.

d) That the Directors have prepared the Annual Accounts on a "going concern" basis.

EMPLOYEE RELATIONS

The company enjoyed good relations with all employees through the year. Your directors'' wish to place on record their appreciation of the contribution made by employees at all levels during the year.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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

The Company is committed to the conservation of the resources. There is no wastage of energy and the working group formed by the company for this purpose, continuously monitors the consumption of various forms of energy and evaluates the options available for energy conservation. Investments will be made, as and when required, for any activity identified as a source for helping us to achieve further energy savings. Your company is not using any foreign technology.

FOREIGN EXCHANGE EARNINGS & OUTGO:

Foreign Exchange Earnings Rs. 4,35,71,011.00

Foreign Exchange Outgo Rs. 1,56,57,822.00

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges a separate section on Corporate Governance has been setup which is ensuring proper implementations of the relevant requirements. A report on Corporate Governance and a certificate from the Auditors confirming compliance is part of this Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continual co-operation, the Company received from the Bankers, Financial Institutions, Shareholders, Dealers and Suppliers and also acknowledges the invaluable contribution made by the employees.

By Order of the Board of Directors

IDEAL CARPETS LIMITED

Place: New Delhi

Date: 02.09.2011 L R Maurya

(CHAIRMAN)

---

Mar 31, 2010

The directors are pleased to present the 19th Annual Reports together with the Annual Accounts of the Company for the year ended on 31st March 2010.

FINANCIAL RESULTS

Your companys performance during the year as compared with the previous year is summarised as below:

(Amount in Thousands)

2009-2010 2008-2009

Income

Sales 106649 73084

Job Charges 1403 2354

Other Income 15200 14530

Total 123252 89969

Profit before Depreciation & Interest 10317 12531

Less: Depreciation 2051 2198

Interest 7452 9467

Profit/(Loss) before Tax 814 866

Less: Provision for tax 389 465

Less: FBT - 72

Profit/(Loss) after Tax 425 329

Add: Exchange Reserve Adjusted 5859

Less: Income Tax for earlier years adjustment (27) -

Add: Profit b/d from P/Y 65068 64740

Profit carried to Balance Sheet 71379 65069



FINANCIAL HIGHLIGHTS

Your Directors take pleasure in informing you that the Companys turnover during the current year is Rs.10.66 Crore in comparison to Rs. 7.31 Crore during previous year. The net profit before tax of the Company is Rs. 8.14 Lacs as against profit of Rs. 8.66 Lacs in previous year.

OPERATIONS

During the year, the turnover of the Company has been increased by 41.58% besides facing all adverse situation and competition with machine made carpets manufacturers world over including China.

DIVIDENDS

Keeping in view the working capital requirement of the Company, your Directors regret that they are unable to recommend any dividend for the year 2009-2010.

TRANSFER TO GENERAL RESERVE

The Company had not transferred any amount in the General Reserves during the year.

MATERIAL CHANGE

There was no material change affecting the financial position of the Company between the date of balance sheet and the date of this report.

DIRECTORATE

Shri Shree Ram Maurya and Shri Rajesh Kumar retire from the Board of Directors by rotation in the ensuing Annual General Meeting, in accordance with the provisions of Section 255 and 256 of The Companies Act, 1956 and being eligible offers themselves for reappointment.

REAPPOINTMENT OF AUDITORS

M/s PRAKASH K. PRAKASH, Chartered Accountants, New Delhi, the Auditors of the Company who hold office upto the conclusion of the Annual General Meeting are eligible for reappointment and have expressed their willingness to be reappointed as Auditors of the Company M/s PRAKASH K PRAKASH, Chartered Accountants have under Section 224(1) of the Companies Act, 1956 furnished a certificate of their eligibility for reappointment and they hold valid certificate of having Peer Reviewed of their firm.

AUDITORS REPORT & NOTES ON ACCOUNTS

The observations made by the Auditors are self-explanatory and have also been further amplified in the Notes to the Accounts.

PARTICULARS OF EMPLOYEES

There is no information required to be given under Section 217(2A) of The Companies Act, 1956 read with The Companies (Particulars of Employees) Rules 1975 for the year under review as none of the employee falls in this category.

AUDIT COMMITTEE

The Audit Committee of the Company comprised of Mr Satish Singh, Mr Rajesh Kumar and Mr.Piyush Verma. Mr Rajesh Kumar chairs the committee. The Audit Committee of Board of Directors reviews various auditing and accounting matters, including the recommendation of appointment of Auditors and fixing their remuneration and reviewing of annual statements of accounts.

CORPORATE GOVERNANCE REPORT

A separate report on Corporate Governance along with a certificate from statutory Auditors regarding compliance with the conditions of Corporate Governance forms a part of Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis is appended to the Annual Report.

PUBLIC DEPOSITS

The Company has not accepted any public deposits during the financial year under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

SUBSIDIARY

The Annual Report along with Annual Financial Statements for the year ended 31.12.2009 of IDEAL CARPETS INC., USA, the Subsidiary of your Company has been attached to this report as required under Section 212 of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of The Companies Act, 1956, the Directors hereby state and confirm:

a) That in the preparation of Anaual Accounts for the Financial Year ended on 31.03.2010 the applicable accounting standards has been followed subject to note No 1 (i) of Schedule 19.

b) That the Directors selected such accounting policies and applied them consistently and made judgments and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit & loss Accounts of the company.

c) That 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 to safeguards the assets of the company and to prevent and detect fraud and other irregularities.

d) That the Directors have prepared the Annual Accounts on a "going concern" basis.

EMPLOYEE RELATIONS

The company enjoyed good relations with all employees through the year. Your directors wish to place on record their appreciation of the contribution made by employees at all levels during the year.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company is committed to the conservation of the resources. There is no wastage of energy and the working group formed by the company for this purpose, continuously monitors the consumption of various forms of energy and evaluates the options available for energy conservation. Investments will be made, as and when required, for any activity identified as a source for helping us to achieve further energy savings. Your company is not using any foreign technology.

FOREIGN EXCHANGE EARNINGS & OUTGO:

Foreign Exchange Earnings Rs 9, 1 9,18,253.00

Foreign Exchange Outgo Rs. 1,74,99,077.00

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges a separate section on Corporate Governance has been setup which is ensuring proper implementations of the relevant requirements. A report on Corporate Governance and a certificate from the Auditors confirming compliance is part of this Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

ACKNOWLEDGEMENT

Your Directors wish to plate on record their appreciation for the continual co-operation, the Company received from the Bankers, Financial Institutions, Shareholders, Dealers and Suppliers and also acknowledges the invaluable contribution made by the employees.

By Order of the Board of Directors

IDEAL CARPETS LIMITED

L R Maurya

(CHAIRMAN)

Place: New Delhi

Date: 04.09.2010