డైరెక్టర్ల నివేదిక Modern Denim Ltd.

Mar 31, 2025

Your Directors are pleased to present the 47^th Annual Report on the business
and operations of the Company together with the Audited Financial
Statements for the year ended 31^st March, 2025.

FINANCIAL PERFORMANCE ^ in Crores)

Particulars	Year ended 31.03.2025	Year ended 31.03.2024
Revenue from Operations	22.37	25.03
Other income	0.67	0.13
Total revenue	23.04	25.17
Profit before finance cost and depreciation	4.77	4.88
Finance cost	0.02	0.05
Depreciation	0.90	0.91
Profit before exceptional items and tax	(5.69)	(5.34)
Exceptional Items	-	-
Profit/(Loss) before tax	(5.69)	(0.34)
Tax expense	-	-
Profit/(Loss) after tax	(5.69)	(0.34)
Other comprehensive income (Net of tax)	0.01	(0.02)
Total comprehensive income	(5.68)	(5.36)
Retained earnings at the beginning	(178.98)	(173.62)
of the year
Retained earnings at the end of the year	(184.66)	(178.98)

OPERATIONS

During the Financial Year ended on 31st March, 2025, your company
achieved a turnover of ? 22.37 Crores as against ? 25.03 Crores in the
previous year. Because of the difficult business conditions prevailing in
the domestic textile market, your Company has generated net loss of Rs.
5.69 Crores as against net loss of Rs. 5.34 Crores in the previous year. Your
company has taken several remedial steps to meet the challenges viz.
measures of saving in cost at all fronts of operation, optimize use of available
resource etc. In view of accumulated losses, your Directors are unable to
declare any dividend for the year under review.

There are no material changes or commitments affecting the financial
position of the Company that have occurred between the end of the financial
year and the date of this Report.

EXPORTS

The exports of the Company during the year under review were Rs. 6.61
crores as compared to previous year of 3.86 crores despite continued
recessionary business ambiance in the global market. However, the Company
is continuing its efforts to enhance presence of its products in overseas
markets.

ANALYSIS AND REVIEW

Your Company is engaged in the business of denim fabric manufacturing.
The Company manufactures various types of denim fabrics including basic
denim, stretch denim, ring, multi/mixed count denim, cross hatch, face &
back denim & blended denim fabric. The Company''s plant at Ahmedabad
has a composite denim mill with an installed production capacity of 40
MMPA. Our experienced marketing and designing teams ensure that our

products meet the latest trends in the denim market.

In the recent past, denim markets across the world have witnessed a
remarkable upswing in demand, primarily from the new generation. Further,
people in rural areas of India are increasingly adopting denim as daily wear.
The growing apparel market, increasing adoption of denim, and rising
disposable incomes of the Indian population are expected to present
humongous business opportunities to our Company.

Industry Overview

Our business is gaining momentum in the domestic market and expects the
growth to continue in the coming years, on account of changing dynamics
of the Indian consumer base. We expect our Company to benefit substantially
from the favourable drivers for the Indian denim industry as an increasing
number of global denim manufacturers are looking at India as an emerging
denim export region owing to its quality standards, cost-effectiveness, and
a large pool of skilled workforce.

Outlook, Opportunities, Threats, Risks and concerns
The demand for denim has been continuously rising in India and is expected
to grow manifold in the coming years. India is being positioned as one of
the leading manufacturers and exporters of denim, owing to its quality
standards, cost-effectiveness, and a large pool of skilled workforce.
Moreover, higher disposable income, the westernization of clothing culture,
and the growing popularity of denim jeans as business casual wear are
expected to drive future growth of the Denim Industry.

SCHEME OF ARRANGEMENT FOR THE MERGER OF MODERN
DENIM LIMITED INTO THE COMPANY

The Board of Directors of your Company had approved the merger/
amalgamation of Modern Insulators Limited with the Company under the
ambit of Board for Industrial & Financial Reconstruction (BIFR). Since,
SICA stood repealed and BIFR stand dissolved in terms of Sick Industrial
Companies (Special Provisions) Repeal Act, 2003 the Board of Directors
has approved the scheme of compromise, arrangement and amalgamation
of Modern Insulators Limited with the Company under the provisions of
section 230-232 of the Companies Act, 2013.

The Scheme has been approved by the shareholders and creditors of the
Company at their respective meetings held on 23 rd July 2022. Thereafter
Company has filed the Second Motion Petition for approval of the Scheme
of arrangement for the merger of Modern Denim Limited into the company
with the Hon''ble NCLT, Jaipur Bench.

The proposed merger remains under review by the Hon''ble NCLT, Jaipur
Bench, with the next hearing scheduled for 16th October 2025. Although
the proceedings have taken more time than anticipated, the Company is
actively pursuing the matter, and the Board is confident that the approval
required for completion of the merger will be obtained at the appropriate
time.

SHARE CAPITAL

The Authorized Share Capital of the Company stood at ? 60.00 crore. During
the year under review, the Company has not altered/modified the authorized
share capital of the Company. The paid-up Share Capital as at March 31,
2025 stood at ? 44.00 crore.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements
for the year ended on March 31, 2025, have 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.

DEPOSITS

The Company has an unpaid amount of Fixed Deposits & Interest thereon
outstanding as on 31st March, 2025, the details of which have been given
in the Note No. 16 & 18 annexed with the financial statements. However,
payments on compassionate grounds continue to be made as per the decision
of the committee formed by the National Company Law Tribunal for this
purpose.

The Company has not accepted any deposits during the year under review
within the meaning of Section 73 of the Companies Act, 2013, and the
Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiaries, Joint Ventures & Associate
Companies during the year.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations, 2015,
(SEBI (LODR) Regulations, 2015) a report on Corporate Governance along
with a Certificate from the Company Secretary in Practice towards
compliance of the provisions of Corporate Governance, forms an integral
part of this Annual Report and are given in Annexure - A.

The Executive Director and the Chief Financial Officer have certified to
the Board with regard to financial statements and other matters as required
under Regulation 17(8) read with Schedule II to the SEBI (LODR)
Regulations, 2015.

PARTICULAR OF LOANS, GUARANTEES, AND INVESTMENT BY
THE COMPANY

Pursuant to the provisions of Section 186 of the Companies Act, 2013 and
schedule V of SEBI (LODR) Regulations, 2015, disclosures on particulars
relating to loans, advances, and investments are provided as part of the
financial statements. There are no guarantees issued or securities provided
by your Company in terms of Section 186 of the Act, read with the rules
issued thereunder.

ANNUAL RETURN

Pursuant to Section 134(3) (a) of the Act, the draft annual return as on
March 31, 2024, prepared in accordance with Section 92(3) of the Act is
made available on the website of the Company and can be assessed using
the link http://www. moderndenim.com/ investors/fininformation.html.
DIRECTORS

During the year under review, the directors of the Company are as under:

1) Shri Sachin Ranka, Chairman & Managing Director,

2) Shri Suvrat Ranka, Whole-time Director,

3) Shri Rahul Singhvi, Independent Director

4) Shri Ganpathy Vishwanathan Kalpathy, Independent Director

5) Smt. Meenu Sacheti, Independent Director

6) Shri K.M. Ladha, Non-Executive Director.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of Sections 2(51) and 203 of the Act, read with
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the following person have been designated as Key Managerial
Personnel (KMP) of the Company:

• Shri Sachin Ranka, Chairman & Managing Director,

• Shri Suvrat Ranka, Whole Time Director,

• Shri Pankaj Kumar Sarda, Chief Financial Officer

• Shri Deepak Kantilal Jain, Company Secretary & Compliance Officer
The appointment and remuneration of Directors and KMPs are as per policy
of the Company.

DECLARATION OF INDEPENDENCE

All Independent Directors of the Company have given declarations that
they meet the criteria of independence as laid down under Section 149(6)
of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion
of the Board, the Independent Directors, fulfil the conditions of
independence specified in Section 149(6) of the Act and Regulation 16(1)

(b) of the Listing Regulations. The Independent Directors have also
confirmed that they have complied with the Company''s Code of Business
Conduct & Ethics.

The Ministry of Corporate Affairs (''MCA'') vide Notification No. G.S.R.
804(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 (''IICA''). All Independent Directors of your Company are registered
with IICA.

In the opinion of the Board, the independent directors possess the requisite
integrity, experience, expertise, proficiency and qualifications.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS

Your Company believes that the process of performance evaluation at the
Board level is pivotal to its Board engagement and effectiveness. Pursuant
to the provisions of the Act and the Listing Regulations, the Board of
Directors has carried out an annual evaluation of its own performance, its
Committees, Independent Directors, Non-executive Directors, Executive
Director and the Chairman of the Board

The Nomination and Remuneration Committee (''NRC'') of the Board has
laid down the manner in which formal annual evaluation of the performance
of the Board, its Committees and Individual Directors has to be made. It
includes circulation of evaluation forms separately for evaluation of the
Board and its Committees, Independent Directors/Non-executive Directors/
Executive Director and the Chairman of your Company.

The performance of Non-independent Directors, the Board, as a whole,
and the Committees of the Board has been evaluated by Independent
Directors in a separate meeting. At the same meeting, the Independent
Directors also evaluated the performance of the Chairman of your Company,
after taking into account the views of Executive Director and Non-executive
Directors. Evaluation as done by the Independent Directors was submitted
to the NRC and subsequently to the Board. The performance evaluation of
the Independent Directors was carried out by the entire Board. Thereafter,
the Board at its meeting discussed the performance of the Board, as a whole,

its Committees and Individual Directors. The Board expressed satisfaction
on the overall functioning of the Board and its Committees. The Board was
also satisfied with the contribution of the Directors, in their respective
capacities, which reflected the overall engagement of the Individual
Directors.

MEETING OF THE BOARD

During the year 2024-25, Seven Board Meetings were held, on 30th May,
2024, 10th August, 2024, 14th August, 2024, 21st October, 2024, 13th
November, 2024, 13th February, 2025, 22nd March,2025. Further details
on the Board Meetings are provided in the Corporate Governance Report,
forming part of this Annual Report.

INDEPENDENT DIRECTORS’ MEETING

The Independent Directors met on 13 th February, 2025, without the
attendance ofNon-Independent Directors and members of the management.
The Independent Directors reviewed the performance of Non-Independent
Directors, the Committees and the Board as a whole along with the
performance of the Chairman of the Company, taking into account the views
of Executive Directors and Non-Executive Directors and assessed the quality,
quantity and timeliness of flow of information between the management
and the Board that is necessary for the Board to effectively and reasonably
perform their duties.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Remuneration and Nomination Committee

3. Stakeholders'' Relationship Committee

The details of the Committees along with their composition, number of
meetings held and attendance at the meetings are provided in the Corporate
Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal, statutory, cost and secretarial auditors and external agencies
including audit of internal financial controls over financial reporting by
the statutory auditors and the reviews performed by the management and
the relevant Board Committees, including the Audit Committee, the Board
is of the opinion that the Company''s internal financial controls were adequate
and operating effectively during the financial year 2024-25.

To the best of knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statement
in terms of Section 134(3)(c) read with section 134 (5) of the Companies
Act, 2013:

(a) in the preparation of the Annual Accounts for the year ended 31st
March, 2025, the applicable accounting standards have been followed
along with proper explanation relating to material departures;

(b) they 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) they 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) they have prepared the annual accounts on a going-concern basis;

(e) they have 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 have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such system was adequate
and operating effectively.

AUDITORS AND AUDITORS’ REPORT
Statutory Auditors

M/s J.T. Shah & Co., Chartered Accountants, Ahmedabad (ICAI Firm
Registration No. 109616W), were appointed as the Statutory Auditors of
the Company for a period of five consecutive years at the 37th Annual
General Meeting (AGM) of the Members held on 3rd September, 2022, to
hold office from the conclusion of the said AGM until the conclusion of the
49th AGM of the Company. Their remuneration is being determined by the
Board of Directors in consultation with the Statutory Auditors. The Board
has carefully reviewed the Auditors'' Report for the financial year under
review. The observations and remarks made therein, read together with the
relevant notes to the financial statements, are self-explanatory and do not
require any further comments under Section 134 of the Companies Act,
2013. The Statutory Auditors have not reported any instance of fraud by
the Company or on the Company by its officers or employees under Section
143(12) of the Companies Act, 2013.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Company has appointed M/s Jyoti Soni & Associates, Company
Secretaries, Jaipur to conduct the secretarial audit for the financial year
2024-25. The Secretarial Audit Report, issued by M/s Jyoti Soni &
Associates, Company Secretaries for the financial year 2024-25, forms part
of this Report, and is set out in Annexure ''B'' to this Report. The observations
in the Secretarial Audit Report pertain mainly to listing agreement
requirements, stock exchange compliances, etc. It is clarified that the
company has started all the compliances related to the stock exchange and
is in the process of revocation of its suspension from BSE Limited.

Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act,
2013 ("the Act"), the Board of Directors has appointed M/s Pramod &
Associates, Chartered Accountants, as the Internal Auditor of the Company.
The Internal Auditor independently reviews and evaluates the adequacy
and effectiveness of the Company''s internal control systems, risk
management practices, and governance processes. The scope of the Internal
Audit includes a comprehensive examination of business operations,
financial transactions, statutory compliances, and adherence to policies and
procedures, with the objective of strengthening operational efficiency and
safeguarding the Company''s assets. The Internal Audit Reports, along with
significant observations, findings, and recommendations, are placed before
the Audit Committee on a quarterly basis. The Audit Committee reviews
these reports in detail and monitors the corrective actions taken by the
management in response to the audit observations. This structured process
ensures that appropriate risk-mitigation measures are implemented and that
the internal control framework of the Company remains robust and effective.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy that lays down a framework in
relation to the remuneration of Directors, Key Managerial Personnel, and

Senior Management of the Company. The Policy broadly lays down the
guiding principles, philosophy, and the basis for payment of remuneration
to Executive and Non-executive Directors (by way of sitting fees and
commission), Key Managerial Personnel, Senior Management, and other
employees. The policy also provides the criteria for determining
qualifications, positive attributes, and Independence of the Director and
criteria for appointment of Key Managerial Personnel/Senior Management
and performance evaluation which are considered by the Nomination and
Remuneration Committee and the Board of Directors while making selection
of the candidates. The above policy has been posted on the website of the
Company at www.moderndenim.com

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism for reporting concerns
through the Whistle Blower Policy of the Company, which is in compliance
with the provisions of Section 177 of the Act, read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014, and SEBI
(LODR), Regulations, 2015. The Policy provides for a framework and
process whereby concerns can be raised by its employees against any kind
of discrimination, harassment, victimization, or any other unfair practice
being adopted against them. Adequate safeguards are provided against
victimization to those who avail of the mechanism, and access to the
Chairman of the Audit Committee in exceptional cases is provided to them.
The details of the Vigil Mechanism are also provided in the Corporate
Governance Report and the Whistle Blower Policy has been uploaded on
the website of the Company, www.moderndenim.com.

RISK MANAGEMENT

Risk management is embedded in your Company''s operating framework.
Your Company believes that managing risks helps in maximizing returns.
The Company''s approach to addressing business risks is comprehensive
and includes periodic review of such risks and a framework for mitigating
controls and reporting mechanisms of such risks. The risk management
framework is reviewed periodically by the Board and the Audit Committee.
The Company has framed and implemented a Risk Management Policy to
identify the various business risks. This framework seeks to create
transparency, minimize adverse impact on the business objectives and
enhance the Company''s competitive advantage. The risk management policy
defines the risk management approach across the enterprise at various levels
including documentation and reporting.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

Your Company has an effective internal control and risk-mitigation system,
which is 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
internal and operational audit is entrusted to M/s Pramod & Associates,
Chartered Accountants, a firm of Chartered Accountants. 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 has a robust
Management Information System, which is an integral part of the control
mechanism.

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 taken. Audit plays a key role in providing assurance to
the Board of Directors. Significant audit observations and corrective actions
taken by the management are presented to the Audit Committee of the
Board. To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee.

ENVIRONMENT, HEALTH AND SAFETY

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

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

In order to comply with provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
framed thereunder, the Company has formulated and implemented a policy
on prevention, prohibition, and redressal of complaints related to sexual
harassment of women at the workplace. All women employees either
permanent, temporary, or contractual are covered under the above policy.
The said policy has been uploaded on the website of the Company for
information of all employees. An Internal Complaint Committee (ICC) has
been set up in compliance with the said Act. During the year under review,
the company has not received any complaints.

PARTICULAR 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 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 the ensuing Annual
General Meeting. If any member is interested in inspecting the same, such
a member may write to the Company Secretary in advance.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence, and dedication
of its employees in all areas of the business. The Company has a structured
induction process at all locations and management development programs
to upgrade the skills of managers. Objective appraisal systems based on
key result areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing, and retaining its top
talent through superior learning and organizational development. This is a
part of our Corporate HR function and is a critical pillar to support the
organization''s growth and its sustainability in the long run.

MATERIAL CHANGES AND COMMITMENTS EFFECTING THE
FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in this Report, no material changes and
commitments that 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

One of the creditors of the Company has filed an application under the

Insolvency and Bankruptcy Code, 2016 (31 of 2016), which is pending
before the Hon''ble NCLT, Jaipur Bench. The next date is fixed on 27.08.2025
for the hearing.

THE 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 FINANCIAL YEAR
INSURANCE

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

LISTING OF SHARES

The shares of the Company are listed at BSE Limited but trading of the
shares is suspended. The Company has filed an application to BSE for
Revocation of suspension of trading in equity shares of the Company and
the same is under consideration.

SECRETARIAL STANDARDS

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

CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management Discussion and
Analysis describing the Company''s objectives, projections, estimates,
expectations or predictions may be "forward-looking statements" within
the meaning of applicable securities laws and regulations. Actual results
could differ materially from those expressed or implied. Important factors
that could make a difference to the Company''s operations include raw
material availability and its prices, cyclical demand and pricing in the

Company''s principal markets, changes in Government regulations, Tax
regimes, economic developments within India and the countries in which
the Company conducts business and other ancillary factors.

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.

APPRECIATION

Your Directors express their deep sense of gratitude to the banks, financial
institutions, stakeholders, business associates, Central and State
Governments and all regulatory bodies for their co-operation and support
and look forward to their continued support in the future.

We very warmly thank all of our employees for their contribution to your
Company''s performance. We applaud them for their superior levels of
competence, dedication and commitment to your Company.

For and on behalf of the Board of Directors
Sachin Ranka

Place: Abu Road Chairman & Managing Director

Date : 14th August, 2025 DIN: 00335534

---

Mar 31, 2012

The Directors have pleasure in presenting Annual Report and audited accounts for the financial year ended on March 31, 2012.

1. FINANCIAL RESULTS

(Rs. In crores)

2011-12 2010-11

Net Profit for the year before exceptional items 1.29 3.08

Exceptional items - 69.94

Net profit after exceptional items 1.29 73.02

2. OPERATIONS

During the financial year, the Company has achieved a turnover of about Rs. 167 crores as against Rs. 143 crores during the previous financial year. With the entry of new manufacturers and additions to the capacities by all the major producers of denim in the country, there has been surplus in the market with the average realizations declined during the year under review. Company is facing acute shortage of working capital which has impacted profitability of the Company for the year. Production cost pushed up due to exorbitant increase in power and other input cost. Inspite of difficult business conditions prevailing in the domestic textile market and continued recessionary trend prevailing in global textile markets, your Company has been able to generate net profit of about Rs. 1.29 crores as against net profit of Rs. 3.08 crores in previous year. The exports of Denim are not remunerative due to world wide competition in the global market of Denim Industry, flooding of cheaper denim fabric by China, East Asian Countries & Pakistan. However, the Company is continuing its efforts to explore opportunities for its products in overseas markets and could export the Denim Fabrics of about Rs. 2 crores during the year under review. Your Company has also taken several remedial steps to meet the challenges viz. measures of saving in cost at all fronts of operation, optimize use of available resource etc. Your Directors regret their inability to recommend any dividend for year under review in absence of net profits.

3. FUTURE PROSPECTS

Since last few years the Denim Industry is passing through difficult business conditions. Due to change in fashion the demand of denim fabric has declined world over resulting into over supply situation. Over supply situation coupled with lower demand have squeezed the margins not only of your Company but almost of every leading houses in denim segment of textiles. The substantial increase in the number of players in denim sector is a cause of worry and may lead to further glut in the market. Domestic demand is expected to grow at 20-25% whereas supply growth is expected to be in excess of 50%. The long term success is possible only when the product mix is diversified. However such diversification will need large investment which is not possible for your Company as we have shortage of funds. Thus prospects of Denim industry remains uncertain.

4. RESTRUCTURING OF DEBTS & REFERENCE TO BIFR

The company is making continuous efforts for settlement of dues of the secured lenders. Once settlement with the remaining secured lenders are completed, company will file fully tied up Draft Rehabilitation Scheme with Operating Agency & Hon'ble BIFR.

5. PUBLIC FIXED DEPOSIT

In view of petition filed by the Company, the Hon'ble Company Law Board has passed an order on 21/12/2001 that "The repayment of fixed deposits shall be made by the Company in accordance with "revival scheme" as and when approved by BIFR under the provision 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. DIRECTORS

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

7. AUDITORS

M/s. J. T. Shah & Co., Chartered Accountants, Ahmedabad retires at the forthcoming Annual General Meeting. Your Directors recommend their re-appointment as Auditor of the Company for the year 2012-13. 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.

8. INDUSTRIAL RELATIONS & PARTICULARS OF EMPLOYEES

Your Directors sincerely appreciate the workers, staff and officers for putting in their best efforts. The Company has enjoyed healthy and cordial industrial relations throughout the year under review. 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.

9. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm 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 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 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;

iv) the Directors have prepared the annual accounts on a going concern basis.

10. 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 (Disclosures of particulars in the report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

11. 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 H. L. Sharma, Chairman

Shri B. L. Verma

Shri R.R. Maheshwari (From 22nd March, 2012)

12. 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 financial institutions, banks, employees, shareholders and Central as well as State Government.

ON BEHALF OF THE BOARD

(SACHIN RANKA) Chairman & Managing Director

Place: Mumbai Date : 29th June, 2012

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Mar 31, 2011

The Directors have pleasure in presenting Annual Report and audited Accounts for the financial year ended on March 31, 2014.

1. FINANCIAL RESULTS _(Rs. in crores)

2010-11 2009-10

Net Profit/(Loss) for the year before exceptional items 3.08 (8.59)

Exceptional items 69.94

Balance brought forward from last year (297.89) (289.30)

Balance carried to Balance Sheet (224.87) (297.89)

2. OPERATIONS

The market situation has gradually changed from last year and demand is growing. This is because, denim is no longer remains restricted to only men's wear. There is greater acceptance among kids and women. In "domestic market, Denim is finding wide acceptance in small cities and villages. Your company had made all out efforts to take benefit of aforesaid opportunities with innovative qualities. The exports of denim are not remunerative because of lower price realization and stiff competition, therefore entire sales during the year under review is in the domestic market.

The Performance of your company during the year under review has improved. The turnover for the year under review was Rs. 143 crores as against Rs. 93 crores in previous year thus registering of growth of 54%.' Sales increased mainly due to increase of sales realization per meter on account of increase of raw material cost. Your company has been able to generate net profit of Rs. 3.08 crores as against net loss of Rs. 8.59 crores in previous year. In view of accumulated losses, your directors are unable to declare any dividend for the year under review.

3. FUTURE PROSPECTS

Your Directors foresee upsurge in demand during the ensuing years. Denim volumes are expected to grow further towards fashion and value added fabrics instead of basic Denim. Although the Company is having limited financial resources, it is making untiring efforts to reap the benefits of present growth of Denim Industry. Our strategy to focus development of new designs in the conventional denim fabric is helping us greatly and being welcome in the medium segment of the market. As such your Company is hopeful to maintain its presence with a competitive edge inspire of new entrants. The substantial increase in the number of players in denim is a cause of worry and may lead to a further glut in the market. This obviously means pressure on demand and margins. However the long term outlook for "denim industry appears encouraging in view of growing consumption.

4. RESTRUCTURING OF DEBTS & REFERENCE TO BIFR

The company is making continuous efforts for settlement of dues of the secured lenders which includes re scheduleement, one time settlement, waiver of entire interest. 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 under the financial results. The Company is making efforts for settlement with remaining secured lenders. Pursuant to directions of the Hon'ble BIFR, the Company will now submit fully tied up Draft Rehabilitation Scheme to the Operating Agency.

5. PUBLIC FIXED DEPOSIT

In view of petition filed by the Company, the Hon'ble Company Law Board has passed an order on 21/12/2001 that "The repayment of fixed deposits shall be made by the Company in accordance with "revival scheme" as and when approved by BIFR under the provision 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. DIRECTORS

Shri B.L. Verma is liable to retire by rotation and being eligible, offers himself for re-appointment. Appropriate resolution, for the re-appointment of the aforesaid Director is being moved at the ensuing Annual General Meeting, which the Board recommends for your approval. Specified undertaking of the Unit Trust of India (SUUTI) has withdrawn the nomination of Shri Punit Saxena w.e.f. 6/7/2010. The Board places on record its appreciation for the valuable contribution made by Shri Punit Saxena during his tenure as a director of the company. The Board of Directors has re-appointed Shri Sachin Ranka as Chairman and Managing Director of the Company for a further period of 5 years.

7. AUDITORS

M/s. J. T. Shah & Co., Chartered Accountants, Ahmedabad retires at the forthcoming Annual General Meeting. Your Directors recommend their re- appointmentasAuditoroftheCompanyfortheyear2011-12. The observations made by the Auditors are self explanatory and have been dealt with in the notes vide Schedule 13 forming part of the accounts and hence need no further clarifications.

8. INDSUTRIALRELATIONS & PARTICULARS OF EMPLOYEES Your Directors sincerely appreciate the workers, staff and officers for putting their best efforts. The Company has enjoyed healthy and cordial industrial relations throughout the year under review. 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.

9. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 Of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm 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 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 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 ;

iv) the Directors have prepared the annual accounts on a going concern basis.

10. PARTICULARS OF ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHNAGE 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 Disclosures of particulars in the report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

11. CONSTITUTION OF AUDIT COMMIITTEE

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

Shri H. L. Sharma, Chairman

Shri B. L.Verma

12. ACKNOWLEDGEMENTS

Your Directors appreciate the co-operation extended by the Government authorities, Bankers, Financial Institutions and are grateful for their assistance, guidance and support. Your Directors are also grateful to the employees and shareholders for their support and confidence reposed in the management.

ON BEHACF OF THE BOARD

Place :Mumbai (SACHIN RANKA)

Date : 25th June, 2011 Chairman & Managing Director