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Winsome Textile Industries Ltd.
 
March 2015

DIRECTOR'S REPORT

Dear Shareholders,

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

OPERATIONAL & PERFORMANCE REVIEW

During the year under review, your Company has achieved a sales turnover of Rs. 64947.43 lacs as against sales turnover of Rs. 49882.79 lacs during the previous year showing an increase of 30.20% and a net profit (after tax) of Rs. 1292.20 lacs for the year as against net profit (after tax) of Rs. 1828.57 lacs during the previous year. The export of the company for the current financial year was Rs. 22203.86 lacs as against Rs. 20436.66 lacs for the previous financial year.

The year under review has been quite volatile for the company. In April 2014, China announced its new cotton policy which led to decrease of international prices of cotton but most of the Indian mills including us had already covered our cotton requirements. This fall in international cotton prices led to fall of International Cotton yarn prices and consequently also prices in domestic markets. The international cotton prices which had been declining since April 2014 after the announcement by China to shift to the new cotton policy, has been range-bound since November 2014 at USD 1.5/Kg. Nevertheless, the prices remain significantly lower over the previous corresponding period. Increase in global stock levels outside China from the current estimates will lead to further pressure on the international cotton prices. In addition, Cotton Corporation of India (CCI) procured significant proportion of the India's cotton production in 2014-15. The price at which CCI sells the cotton can also be a key determinant of the international prices but certainly their sale policy will determine the domestic cotton prices. Your company continues to focus on manufacturing of value added yarns and knitted fabrics to reduce the risks of volatility of pricing of commodity greige products.

AWARDS AND RECOGNITIONS

We are delighted to inform you that your Company has been presented with Silver Trophy by 'TEXPROCIL' for second Highest Exports of Cotton Yarn (Processed Yarns) in the Category II (Export Performance between Rs. 50 Cr. to 500 Cr.) for F.Y. 2013-2014. Your Company is making persistent efforts to maintain a distinctive position among its customers and stakeholders by providing different quality products.

EXPANSION PROJECT OF COMPANY

The Company's upcoming Hydro Power Project of 3.5 M.W. at Dharamshala, Distt. Kangra, Manuni Khad (H.P.) is at an advance stage and ready for commissioning in the current financial year subject to the completion of necessary Statutory formalities/permissions, for the time being in force. The Company's new spinning unit located at Village Kaundi, Distt. Solan, H.P. is functioning with its full capacity and has further strengthened the Company's delivery chain.

TOTAL QUALITY MANAGEMENT

During the year under review, the Company has undertaken Total Quality Management (TQM) projects based on Dr. Juran's TQM philosophy for improvements in its process and procedures like improvement in winding efficiency in Dye house, reduction of water for dyeing and optimization of process performance in yarns etc. which lead to saving of Rs. 484 Lacs.

SUBSIDIARY COMPANY

During the year ended 31st March, 2015, the Company did not have any subsidiary company.

IS/ISO CERTIFICATIONS

Your Directors are pleased to inform you that during the year under review, your Company continues to be holder of certification of IS/ISO 18001:2007 for Occupational Health & Safety Management Systems (OHSMS), IS/ISO 9001:2008 for Quality Management Systems Certification and IS/ISO 14001:2004 Environmental Management System (EMS) Certification, issued by Bureau of Indian Standards. The company also holds various other certifications such as Organic Content Standard (OCS), Certification and Global Organic Textile Standards (GOTS) certification & SUPIMA licensee (special type of PUMA COTTON) etc.

FIXED DEPOSITS

The Company has not accepted or renewed any deposit from the public during the year under review pursuant to the provisions of Companies Act, 2013 and rules made thereunder.

DIVIDEND

Keeping in view to conserve the resources, your Directors do not recommend any dividend for the year under review.

KEY MANAGERIAL PERSONNEL (KMPs) AND INDEPENDENT DIRECTORS

The Board of Directors of the Company in their meeting held on 28th May 2014 have re-designated and appointed Shri Anil Sharma as President & Chief Executive Officer (CEO) of the Company and Shri Sanjay Kedia as Chief Financial Officer (CFO) of the Company w.e.f. 01st April 2014 under the provisions of section 203 of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Apart from above, Shri Ashish Bagroida, Chairman & Managing Director and Shri Sourabh Gupta, Company Secretary are also Key Managerial Personnel of Company.

Further shareholders of the Company in their 33rd Annual General Meeting held on 29th September 2014 have appointed Shri Satish Girotra (DIN-01112511), Shri Chandra Mohan (DIN-00017621) and Shri Amrit Lal Bara (DIN-00399728) as Independent Directors of the Company for five consecutive years w.e.f. 29th September 2014 in terms of provisions of section 149, 152, Schedule IV and other applicable provisions, if any, of Companies Act 2013 read with Companies (Appointment and Qualification of Directors) Rules 2014.

DIRECTORS

During the year under review, Shri Satish Bagrodia, Chairman and Whole Time Director has resigned from Board of Directors of the Company w.e.f. 20th September 2014. Your Directors places on record their deep appreciation and wish to thank him for his immense and fruitful contribution during his tenure as Director on the Board. During his tenure, Company has been able to achieve a respectable position in the Textile Industries.

During the year, shareholders of Company in their Extra Ordinary General Meeting held on 27th March 2015 have approved for revision in basic salary structure of Shri Ashish Bagrodia, Managing Director, on such terms & conditions as set out in the notice of said meeting.

The Board of Directors of the Company, pursuant to provisions of section 203 of Companies Act 2013 & rules made thereunder and under Article 115A of Article of Association of Company, have appointed Shri Ashish Bagrodia, Managing Director, as Chairman and Managing Director of Company w.e.f. 27th March 2015. Pursuant to the provisions of section 152 of Companies Act 2013 read with Companies (Appointment and Qualification of Directors) Rules, Shri Ashish Bagrodia, Director, retire by rotation and being eligible, offer himself for re-appointment.

Smt. Neena Singh was appointed as Additional Director w.e.f. 27th March 2015 in the capacity of an Independent Non-Executive Director. The Company has received requisite notice from a member proposing the candidature of Smt. Neena Singh for appointment as an Independent Director.

STATUTORY AUDITORS

At the 33rd Annual General Meeting of Company held on 29th September 2014, M/s Lodha & Co., Chartered Accountants, were re-appointed as Statutory Auditors of the Company, for a period of three years i.e. from the conclusion of 33rd Annual General Meeting of the Company till the conclusion of 36th Annual General Meeting of the Company, subject to the ratification of their appointment by the members in every subsequent Annual General Meeting in accordance with the provisions of section 139 of Companies Act 2013 read with Companies (Audit & Auditors) Rules 2014.

The Company has obtained a Letter of Eligibility in terms of provisions of section 139 of the Companies Act 2013 read with Companies (Audit & Auditors) Rules 2014 from M/s Lodha & Co., Chartered Accountants, to the effect that their re-appointment, if made, would be in accordance of provisions of section 141 of the Companies Act 2013 and Rules made thereunder and that they are not disqualified for such appointment within the meaning of section 141 of the Companies Act, 2013, the Chartered Accountants Act 1949 and rules & regulations made thereunder. In terms of provisions of Section 139 of Companies Act, 2013, the appointment of Statutory Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Lodha & Co., Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders.

COST AUDIT

Pursuant to provisions of section 148 of Companies Act 2013 & Rules made thereunder, your Company carries out an audit of cost records every year. The Company has obtained written confirmations from M/s Aggarwal Vimal & Associates, Cost Accountants, to the effect that their appointment, if made, would be in accordance of provisions of section 148 of Companies Act 2013 and that they are not disqualified for such appointment within the meaning of section 141 of Companies Act, 2013 read with Companies (Audit & Auditors) Rules 2014.

Therefore, after considering the recommendations of Audit Committee, Board of Directors of the Company have appointed M/s Aggarwal Vimal & Associates, Cost Accountants, as Cost Auditor of Company for the Financial Year 2015 - 2016 to conduct Cost Audit of Cost Accounts of the Company on a total remuneration of Rs. 65,000/-(Rupees Sixty Five Thousand only) including out of pocket expenses. Although according to provisions of section 148 of Companies Act 2013 read with Companies (Audit & Auditors) Rules 2014, the remuneration of Cost Auditor is subject to the ratification of members of the Company. The Cost Audit Report for the Financial Year 2013-14 was due to be filed with the Ministry of Corporate Affairs on 30.09.2014 was filed on 23.09.2014.

AUDITOR'S REPORT

Observations made in the Auditor's Report are self explanatory and therefore do not call any further explanation.

SECRETARIAL AUDIT

Shri Ramesh Bhatia, Practicing Company Secretary has been appointed by the Board to conduct Secretarial Audit under provisions of section 204 of Companies Act 2013. The Secretarial Audit report is annexed with the Director's Report as Annexure- 1. There is no qualification in Secretarial Audit Report.

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

Energy conservation continues to be an area of major emphasis in your Company. Efforts are made to optimize the energy cost while carrying out manufacturing operations. As required by the provisions of section 134 of the Companies Act, 2013, the relevant information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in the Annexure- 2 forming part of this report.

STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified under the provisions of section 164 of the Companies Act 2013. The Directors have made the requisite disclosures, as required under the Companies Act 2013 and Clause 49 of the Listing Agreement.

CORPORATE GOVERNANCE

The Company is committed to maintain the good standards of Corporate Governance. The Company has complied with the Corporate Governance requirements as stipulated under Clause 49 of the Listing Agreement. Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance together with the Certificate issued by Practicing Company Secretary regarding compliance of Corporate Governance is annexed to this report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3)(c ) of the Companies Act, 2013, it is hereby confirmed that:

(a) in the preparation of annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed and that there are no material departures;

(b) 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 as at 31st March, 2015 and of the profit or loss of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequately and operating effectively.

EXTRACT OF ANNUAL RETURN

The details forming part of extract of the Annual Return is given in Form MGT-9 in Annexure - 3.

NUMBER OF BOARD MEETINGS

During the financial year 2014-15, five board meetings were held. The meetings were held on 28th May 2014, 13th August 2014, 13th November 2014, 02nd February 2015 and 27th March 2015. As stipulated by Code of Independent Directors under Companies Act 2013 and under Listing Agreement, a separate meeting of independent directors was held on 27th March 2015. The other relevant details of Board meetings and he attendance of the Directors etc. is given under Corporate Governance Report annexed with Director's Report.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteria of independence as provided in sub­section (6).

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS

Details of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are given in the notes to the financial statements provided in this Annual Report.

RELATED PARTY TRANSCATIONS

All related party transactions are entered on arm's length basis & in ordinary course of business and are in compliance with the applicable provisions of the Act and Listing Agreement. There are no materially significant related party transactions made by the Company with the Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. Thus disclosure in Form AOC-2 is not required. All related party transactions are placed before the Audit Committee and to Board for approval. The policy on Related Party Transactions envisages the procedure governing Related Party Transactions required to be followed by the Company to ensure the compliances with Law and Regulations. The related party transaction policy is uploaded on the Company's website under <http://winsometextile.com/pdf/wtil/cp/related_party_trans_policy.pdf> During the year under review, Board of Directors of Company in their meeting held on 27th March 2015 have appointed Sh. Satish Bagrodia as advisor of Company in order to get benefit of his having more than four decades of core experience in the areas of projects developments, corporate planning, leadership and in strategic management relating to textile industry. The said appointment is made at arm's length basis under the provisions of section 188(1), 188(1)(f) of Companies Act 2013 and rules made thereunder and same has also been approved by shareholders of the Company in their Extra Ordinary General Meeting held on 06th May 2015.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Being an equal employment opportunity Company and to ensure that every employee of the Company is treated with dignity & respect and as mandated under "The Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013, the Company has in place a formal policy for Prevention of Sexual Harassment of Employees at Workplace. The Management of the Company has also constituted Internal Complaint Committees at its workplaces to consider and redress the complaints of Sexual Harassment. During the F.Y. 2014­15, the Company has not received any complaint on sexual harassment. Two workshops/awareness programs were carried out against sexual harassment. The said policy is uploaded on the Company's website i.e. www.winsometextile.com under corporate policies.

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TILL DATE OF REPORT

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report other than those disclosed in the financial statements.

RISK MANAGEMENT POLICY

Risk management is a continuous process across the organization designed to identify, assess and frame a response to threats that affect the achievement of its objectives. It enables management to prepare for risks before they devolve to improve the operational effectiveness. Determination of the risk appetite allows management to deploy resources according to the need. The Company firmly believes that to ensure effective risk management, there ought to be risk management plans to handle the risks based on the priorities and challenges of the business. The factors involved in identified risks must be considered and the accuracy of assessment is very important. This implies, if proper risk management is implemented as a best practice then massive capital losses can be prevented. The success of the Risk Management Framework depends on the efforts taken to mitigate/ reduce either the probability or consequence of the risk/ threat. Therefore considering the same, Company's Risk Management Policy includes three key elements:

I. Risk Assessment

II. Risk Management and Risk Mitigation

III. Risk Monitoring

Risks are analyzed, considering likelihood and impact, as a basis for determining how they should be managed effectively. Adhering the same, Company has constituted Risk Management Committee and adopted an effective Risk Management Policy in its place to assess, mitigate and to monitor the different risks exposed to the industry in which it operates. The said policy is uploaded on the Company's website i.e. www.winsometextile.com  under corporate policies.

POLICY ON DIRECTOR'S APPOINTMENT & REMUNERATION AND OTHER PRESCRIBED MATTERS

The Nomination and Remuneration Committee constituted by the Company functions in accordance with the terms of reference as set out under provisions of Clause 49 of Listing Agreement read with provisions of Section 178 of the Companies Act, 2013 & rules made there under. Apart from other Corporate Polices which are mandatory under Companies Act as well as under Listing Agreement, the said Committee has also formulated and recommended to the Board a Nomination & Remuneration Policy relating to director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and all other matters as stipulated under the provisions of section 178 of Companies Act 2013.

The policy also relates to remuneration of Director's, KMP's and other employees of the Company. The said policy is given in Annexure-4 and also uploaded on the Company's website i.e. www.winsometextile.com under corporate policies.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

It is the Company's intent to establish itself and remain as a responsible corporate entity conscious of its social responsibilities towards its work force, community and environment. The Policy of Winsome Textile Industries Limited on Corporate Social Responsibility (CSR) is broadly framed taking into account the following major objectives:-

? To identify and formulate projects and areas in response to the needs of society and to implement them with full involvement and commitment in a time bound manner.

? To adopt an approach that aims at achieving a greater balance between social and economic development.

? To implement CSR Activities/ CSR programmes primarily in the economic vicinity Company's operations with a view to ensuring the long term sustainability of such interventions.

? Contribution to the society at large by way of socio-economic activities and social awareness ensuring that benefits reach the targeted beneficiaries.

? To comply with the requirements of Companies Act 2013 and all other applicable Acts, Rules, Regulationsframed by the Government time to time. In pursuance to CSR Policy, the Company has decided to conduct or undertake all or any of prescribed activities/activity/sub-activity, as mentioned in Schedule VII of the Companies Act 2013 and rules & regulations made thereunder (as amended time to time), either by Company itself or by Winsome Foundation Trust or by both. To fulfill the CSR Activities/CSR Programmes, the Company will allocate a budget on annual basis which would be utilized only for CSR purpose as stipulated. Company will make regular contributions in the budget out of its net profits in each financial year so as to make a corpus. All the expenditures for CSR purpose will be made from this corpus only and Board will monitor and ensure that it does not include any expenditure on any item which is not in conformity or not in line with activities which fall within the purview of Schedule VII and rules & regulations prescribed under Companies Act 2013, as amended time to time.

Company has constituted a CSR Committee under section 135 of Companies Act 2013 and rules made thereunder to monitor the CSR activities/CSR projects, its mechanism & other prescribed activities/matters. During the financial year 2014-15, Four Corporate Social Responsibility Committee meetings were held on 28th May 2014, 13th August 2014, 13th November 2014 and 02nd February 2015. The composition, names of members, chairperson, particulars of the meetings and attendance of the members during the year are as below:

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

Your Company maintains an adequate and effective Internal Control system commensurate with its size and complexity. The Company has dedicated Internal Audit Department. Internal control systems provide, among other things, a reasonable assurance that transactions are executed with Management authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of your Company are adequately safeguarded against significant misuse or loss.

During the year under review, the Company continued to implement their suggestions and recommendations to improve the internal financial control environment. Their scope of work inter-alia includes review of operational efficiency, effectiveness of systems and processes and assessing the internal control strengths in all areas. In addition to statutory audit, the financial controls of the Company at various locations are reviewed by the Internal Auditors, who report their findings to the Audit Committee of the Board. The Audit Committee actively reviews the adequacy and effectiveness of internal control system and suggests to further strengthening the same, wherever required.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there is no material order(s) passed by the regulators or courts or tribunal impacting the going concern status and company's operation in future.

DISCLOSURE REGARDING COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES 2014

The paid up equity share capital of the Company as at 31st March 2015 was comprised of 1,98,20,000 equity shares of Rs. 10/- each i.e. Rs. 19,82,00,000/-. As required under Companies (Share Capital and Debenture) Rules 2014, during the year under review, the Company has not issued equity shares with differential voting rights, sweat equity shares, preference shares, employee stock options and also not made any provision for purchase of its own shares by employees or by trustees.

DISCLOSURE REGARDING VOTING RIGHT NOT EXERCISED DIRECTLY BY THE EMPLOYEES

During the year under review, there is NIL disclosure as required under provisions of section 67 of Companies Act  2013.

AUDIT COMMITTEE

Audit Committee constituted by the Company functions in accordance with the terms of reference as set out under the provisions of Clause 49 of Listing Agreement read with provisions of Section 177 of Companies Act, 2013 & rules made thereunder and additional responsibilities assigned to it by Board of Directors of the Company. The Committee reviews the internal audit reports and findings of internal auditors along with the comments of management. The functions of the Audit Committee among others, include approving and implementing the audit procedures, effective supervision of financial reporting system, Whistle Blower Mechanism, internal control and procedures, recommending appointment of Statutory Auditors, Cost Auditors to Board and also ensuring compliances with regulatory guidelines. The Board has constituted the Audit Committee comprises of following:

S. No. Name of members Category

1 Shri Satish Girotra, Chairman Independent/Non-Executive

2 Shri Chandra Mohan, Member Independent/Non-Executive

3 Shri Amrit Lal Batra, Member Independent/Non-Executive

The other relevant details of Audit Committee are given under Corporate Governance Report annexed with Director's Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted Whistle Blower Policy and has established the necessary mechanism for employees to report concerns about unethical behavior. This policy is reviewed quarterly by the Audit Committee to check the effectiveness of the policy. At the first instance, Employees can make Protected Disclosures or Complaints directly to the Sr. Vice President (HR) duly authorized & nominated by the Board in this behalf, within 30 days after becoming aware of the same. In case of non-receipt of any reply or response with in a period of 15 days from the date of communication to Sr. Vice President (HR), he/she may directly approach to the Chairman of Audit Committee for proper redressal or remedial action. Although in exceptional cases and in extraordinary circumstances, which according to the understanding of Whistle Blower lead him to resort such measure, then he/she may directly approach to Chairman of Audit Committee along with reasons recorded writing for adopting such measure and his/her concern or complaint so identified or so noticed. All Protected Disclosures or Complaints referred by Sr. Vice President (HR) to the Chairman of Audit Committee under this Policy will be thoroughly investigated by Chairman and members of the Audit Committee of the Company which also include to oversee the entire investigation process and allied matters. No personnel have been denied access to the Audit Committee. No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a Protected Disclosure or complaint under this Policy. The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blower. The vigil mechanism/Whistle Blower Policy of the Company is uploaded on the Company's website i.e. www.winsometextile.com under corporate policies.

PERFORMANCE EVALUATION OF BOARD OF DIRECTORS

During the year under review, the Board adopted a formal mechanism for evaluating its performance and as well as that of its committees, individual Directors, including the Chairman of the Board in compliance with the Companies Act 2013 and Clause 49 of Listing Agreement. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board, its committee & members, their experience & competencies, performance of specific duties & obligations, governance and also in accordance with Performance Evaluation Policy of Company. Broadly the performance of Non-Independent/Executive/Whole Time Director(s) was evaluated on the basis of their own performance, expertise, intelligence, their qualitative & quantitative contribution towards operational achievements, organizational performance etc. The performance of Non-Executive Independent Directors were evaluated on the basis of their constructive participations in Board/Committee/General meetings, their informed & balanced decision-making, ability to monitor financial controls & systems & certain allied parameters. The performance evaluation of various Board Committees constituted under Companies Act & Listing Agreement was made on the basis of their respective terms of reference, discharge of functions, governance etc.

As stipulated by Code of Independent Directors under Companies Act 2013 and Listing Agreement, a separate meeting of independent directors was held on 27th March 2015 to review the performance of Non-Independent directors including the Chairman and the Boards as a whole. The Independent Directors also reviewed the quality, content and timeliness of flow of information between Management and the Board. The Performance Evaluation

Policy of Board of Directors is uploaded on the Company's website i.e. www.winsometextile.com under corporate policies.

DISCLOSURE OF INFORMATIONS AS REQUIRED UNDER SECTION 197 OF COMPANIES ACT 2013 AND RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The necessary disclosures as required under section 197 of Companies Act 2013 and rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure- 6.

DISCLOSURE OF INFORMATIONS AS REQUIRED SECTION 197 OF COMPANIES ACT 2013 AND RULE 5(2) & 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The necessary disclosures regarding details of employee(s) remuneration as required under section 197 of Companies Act 2013 and rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - 7.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to all of the Company's employees for their enormous efforts as well as their collective contribution to the Company's performance. The Directors would also like to thank shareholders, customers, dealers, suppliers, Financial Institutions, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

By order of the Board

Sd/ (ASHISH BAGRODIA)

CHAIRMAN & MANAGING DIRECTOR DIN-00047021

Place : Chandigarh

Dated: 26.05.2015

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