During the Financial year 2022-23, the Company has earned revenue from operations of Rs 60.79 Cr. as compared to previous year revenue from operation of Rs. Rs 69.45 Cr. The company has accrued Net Loss of Rs.53.99 lacs as compared previous year Net Profit of Rs.29 Lacs.

The company do not recommend any dividends for the year ended 31^st March, 2023. Moreover, no amount is being transferred to reserves during the financial year 2022-23.

There are no changes in the nature of business of the Company during the year under Report. The Company is engaged in the business of manufacturing and processing of yarn.

As on 31st March, 2023, the Company does not have any Subsidiary, Associate or Joint Venture.

The Authorised and Paid up Equity share Capital of the Company as on 31st March, 2023 was Rs.16,75,00,000/- (Rupees Sixteen Crore Seventy-Five lacs only) divided into 1,67,50,000 (One Crore Sixty-Seven Lacs Fifty Thousand) Equity Shares of Rs 10/- (Rupees Ten only) each. During the year, the Company has not issued any share with differential voting rights nor granted stock options or sweat equity or any convertible instrument.

The details of Directors and KMPs as on March 31,2023 are as follows:

As per the provisions of Section 152 of the Companies Act, 2013, not less than two-third of the total number of Directors, other than Independent Directors shall be liable to retire by rotation. One-third of these Directors are required to retire every year and if eligible, these Directors qualify for re-appointment. At the ensuing AGM, Mr. Chandulal Sambhubhai Parvadia (DIN: 03197876) Executive Director, retires by rotation and being eligible, offers himself for re-appointment.

A detailed profile of Mr. Chandulal Sambhubhai Parvadia (DIN: 03197876) Executive Director, along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM.

The following are the Independent Directors of the Company as on 31.03.2023:

1. Mr. Anil Kumar (DIN: 08405909)

2. Mr. Niteshkumar Kantariya (DIN: 08405905)

(1) (b) of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015

entered with Stock Exchange and Section 149(6) of the Companies Act, 2013. Company

has obtained declaration from independent directors as per above Regulations.

• .

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 & SEBI (LODR) Regulations 2015 read with rules framed there under viz.

The Audit Committee comprises of 2 Non-Executive Independent Directors and 1 Executive Director. The Composition of committee is in conformity with the listing regulations. As of March 31, 2023 the Audit committee of the Board of Directors of the Company comprises of 3 (Three) members namely:

During the year, the Committee met five times i.e. 28/05/2022, 21/07/2022, 14/09/20221, 05/01/2023, and 25/03/2023 and all the members are attended meetings. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

The Nomination and Remuneration Committee comprises of 3 Non-Executive Independent Directors. The Composition of committee is in conformity with the listing regulations. As of March 31, 2023 the Audit committee of the Board of Directors of the Company comprises of 3 (Three) members namely:

During the year, the Committee met two times i.e., 07/04/2022 and 25/03/2023 and all the members are attended meetings.

Pursuant to the section 134 (3) (p) of Companies Act, 2013 read with Rule 8 (4) of Companies Accounts Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the Board Committees.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning.

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, it is hereby confirmed that:

a) In the preparation of the annual accounts for the year ended on 31^st March 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) 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 as at 31^st March, 2023 and of the profit 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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; and

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

The Board meets at regular intervals to discuss and decide on various issues, including strategy related matters pertaining to the business of the Company. The tentative calendar of Board Meetings is circulated to the Directors in advance to facilitate them and to ensure their active participation at the Meetings of the Company.

The Board meetings are held at least once in every quarter. The Board meetings are generally held at Registered Office of the Company. Agenda papers containing all necessary information / documents are made available to the Board in advance to enable the Board to take informed decisions and to discharge its functions effectively.

During the year 2022-23, the Board met seven times i.e. 05/04/2022, 28/05/2022, 21/07/2022, 02/09/2022, 14/09/2022, 05/01/2023 and 23/03/2023 requisite quorum were present at the said meetings.

The Board has established procedures to enable the Board to periodically review compliance reports of all laws applicable to the Company, prepared by the Company, as well as steps taken by the Company to rectify instances of non-compliance.

The Independent Directors met on 23^rd March 2023, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson 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 Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Management Discussion and Analysis Report for the year under review as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

M/s. Mandaliya & Associates, Chartered Accountants (FRN: 131786W) was appointed as Statutory Auditors of the Company in the 12^th Annual General Meeting of the Members to hold office until the conclusion of the 17th Annual General Meeting of the Company to be held in the calendar year 2027 at such remuneration as may be mutually agreed to, between the Board of Directors and the Auditors. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Mandaliya & Associates, that their appointment for the financial year 2022-23 would be in conformity with the limits specified in the said Section.

The Report given by M/s. Mandaliya & Associates, Chartered Accountants (FRN: 131786W) as Statutory Auditor on the financial statements of the Company for the financial year 2022-23 is a part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed there under.

Pursuant to Section 204 of the Companies Act 2013, The Board has appointed M/s. S. V. Nadiyapara & Co. Practicing Company Secretary, Rajkot to conduct Secretarial Audit for the financial year 2022-23. The Company provided all assistance and facilities to the

The Company is not falling under the criteria as mentioned in Section 135 of the Companies Act, 2013 which specifies the requirement of forming the Corporate Social Responsibility Committee.

During the year under report no remuneration has been paid by the Company to the directors, therefore information required pursuant to section 197 (12) read with Rule 5 (1) (i) of the Companies (Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of each director to the median remuneration of the employee of the Company for the financial year 2022-23 not required to disclose.

Pursuant to provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, nomination, appointment and remuneration of Directors suitably containing the criteria determining qualifications, positive attributes and independence of a Director.

The Company has adopted a vigil mechanism under Section 177(9) of the Companies Act, 2013 read with Companies (Meetings of Board and Its Powers ) Rule, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy to provide a mechanism to its directors, employees and other stakeholders to raise concerns violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as per Section 134 (3) (m) of the Companies Act, 2013 and the Rule 8(3) of the Companies (Accounts) Rules, 2014 as under:

The Company regularly reviews measures to be taken for energy conservation, consumption and its effective utilization. Additionally, due to consideration is given for selection of energy efficient plant & machinery while undertaking manufacturing capacity expansion, modernization & up gradation.

(i) The efforts made towards technology absorption are:

• Identification and sourcing of new and alternate materials for ensuring quality improvement and cost competitiveness

• Modernization and technological up gradation of plant & equipments.

• Optimisation of raw material utilisation, process engineering and reduction of wastage.

(ii) The benefits derived like cost reduction, product development:

• Enhanced productivity and overall operational efficiency.

• Improved cost competitiveness.

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows as follows:

i) Earnings by way of Exports : NIL

ii) Outgo by way of Imports : NIL

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

(a) The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor has granted stock options or sweat equity under any scheme. Further, none of the Directors of the Company holds investments convertible in to equity shares of the Company as on 31 st March, 2023.

(b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its operations in future.

(c) The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at work place and has also constituted an Internal Complaints Committee in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under. During the year under review, there were no cases filed or reported pursuant to the provisions of the said Act.

The Board desires to place on record its grateful appreciation for the excellent assistance and co-operation received from the Central and State Government and continued support extended to the Company by the bankers, investors, suppliers, esteemed customers and other business associates. Your Directors also wish to place on record their deep sense of appreciation to all the employees of the Company for their unstinted commitment and continued contribution in the performance of the Company.