DIRECTORS' REPORT Dear Members, The Directors of your company are pleased to present their Twenty Sixth Annual Report on the affairs of the company together with Audited Accounts of the Company for the year ended 31st March, 2015. 1. FINANCIAL RESULTS The Company prepared its financial statements in accordance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAPP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements have been 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 on 31st March, 2015. 2. MANAGEMENT'S DISCUSSION AND ANALYSIS BUSINESS REVIEW Economic Outlook Global economy is not growing as expected. Global growth was 3.4% during calendar year (CY) 2014, similar to (CY) 2013. Emerging markets were characterized by a sharp fall in growth rates, especially in China. However, Europe's dysfunctional policy environment to accelerate growth through investment and reforms could make the recovery look moderate compared to the United States. China will continue its "soft fall" growth trajectory, as already limited government stimuli will have less effect despite recent monetary easing, and expose the weakening of China's creditworthiness more clearly. Other major emerging markets will continue to grow, but their pace will vary depending on the net impact of declining oil prices and exchange rate depreciations, as well as progress of their own reform agendas. New geographies for growth, such as Africa and parts of Asia, offer opportunities to build sustainable growth models but they also bring challenges on economic, legal, and institutional fronts. In the domestic market, better macroeconomic conditions, coupled with improved sentiment post the general elections helped India to be among the better performing emerging market economies. There was a slight increase in the GDP growth and the Rupee remained relatively stable during the year. Inflation, measured by the Consumer Price Index (CPI), moderated sharply during fiscal 2015 partly supported by the drop in international crude oil prices. CPI, which was recalibrated to a new base year fiscal 2012 from the earlier base year fiscal 2010, eased from 8.3% in March 2014 to 5.2% in March 2015. In fiscal 2015, the Central Statistical Organization (CSO) introduced a new methodology for calculation of Gross Domestic Product (GDP) and also revised the base year from fiscal 2005 to fiscal 2012. As per the revised methodology, India's GDP grew by 7.4% in FY 2015 compared to a growth of 7.0% in the corresponding period of fiscal FY 2014. The Government envisages GDP growth to accelerate to 8% in FY 2016 driven by strengthening macroeconomic fundamental and implementation of policy reforms recently announced. Reforms like e-auctions of coal mines and telecom, FDI in insurance, speedier regulatory approval etc. will be improve the investment outlook and ease of doing business in country. Reforms currently underway such enhancing the foreign investment limit in defence, railways and insurance sectors, fuel subsidy reforms in terms of deregulation of diesel prices, review of gas pricing and direct transfer of LPG subsidies into the beneficiaries' accounts; improving access to long-term financing for infrastructure projects; and auction of coal mines and spectrum are expected to provide the requisite growth in long terms. Textile Outlook Apart from providing one of the basic necessities of life, the textile industry also plays a pivotal role through its contribution to industrial output, employment generation and export earnings of the country. It contributes about 14% to India's industrial production and 13% to the country's export earnings & 27% of the foreign exchange inflows.For the Textiles industry, the global focus is shifting from China to India due to cost and stability factors. The government's positive steps are expected to help this shift and if foreign investments in textiles retail materialize, the consumption of the textile products in the domestic market should increase in the years to come. Recently, Government has withdrawn the requirement of export contract registration for cotton & cotton yarn and now these are in the free list, without any requirement of registration.Steps towards bringing the entire process of TUFS on IT platform and development of software for making the entire process efficient, transparent and easy have been initiated. Being the second largest employer in India (after agriculture) coupled with strong industry linkage with the rural economy augurs Indian textile industry as one of the most significant sectors with an incremental growth potential. The country's overall textile and Apparel Industry contributes around 6% to India's GDP. The country's overall textile Industry export has contributed $ 41.4 billions in 2014-15. While Indian textile industry has strong presence across the value chain, manufacturing value chain is unbalanced. India is 2nd largest producer of man-made staple fibre. With 50 million spindles, India is one of the world's leading and most cost efficient producer of the spun yarn. While it has 2ndlargest no. of looms globally, the organized mill sector contributes only 5%. India needs to upgrade its loom as well as processing machinery. We are 7th largest apparel exporter in the world with a share of 3.7% of the total apparel trade. In the mid-long term, the Indian textile industry is expected to grow very strongly with growth being balanced from both domestic consumption as well as exports demand. In the near-term, domestic demand is expected to grow strongly with the revival of the overall economy and improvement in purchasing power of Indian consumers. On the exports front, there are both opportunities and threats. Opportunities include the weak currency and decreasing cost competitiveness of China that are likely to give positive impetus to the Indian exports. At the same time, factors like structural impediments to industrial growth, volatile foreign exchangerates and increase in cotton and yarn prices are likely to negatively affect growth and profitability for the textile exports. Cotton For the 2014-15 seasons, the Cotton Advisory Board has projected cotton production at 390 lakh bales (of 170kgs each) which is a reduction from 400 lakh bales projected earlier. This reduction has been due to untimely rains and hail storms all over the country. Total demand is estimated to be at 390 lakh bales in 2014-15, compared to 416.80 lakh bales in the previous season. In terms of the global trade picture, government policies in India will play a role in the outlook for the coming year. Under the current climate of weaker market prices, an increased Minimum Support Price (MSP) for 2014 crop has caused a significant amount of India's production to move into government stocks. In the short term, procurements by the Cotton Corporation of India have reduced India's presence in the world, which is significant since India normally occupies the spot as the second largest exporter. However, unlike the Chinese government, India generally does not hold stocks for an extended period of time and at some point, the cotton will be sold from reserves and enter the marketing channels. Factors such as contraction in domestic yarn production for exports, unlikely recovery in cotton exports and a fall in domestic cotton prices below MSP have pushed domestic cotton stocks high, for the revised outlook. All these factors, it said, are likely to keep domestic cotton prices under pressure in 201516. Conversion of China's cotton reserve policy into a direct subsidy policy in April 2014, will increase reserve cotton sales and reduce its cotton imports to half in 2015-16. Cotton Yarn & Exports Cotton Yarn Export is on the decline this financial year, due to weak demand from China, the largest importer of India's cotton yarn. The export fell to $11,353 million in 2014-15 as against $13,306 million in 2013-14, a fall of 14.7 per cent. Yarn export to China has declined by 20 per cent due to a slowing in the textile industry there. Exporters have tried to compensate from elsewhere and there has been a slight rise in yarn export to Sri Lanka, Bangladesh and Vietnam in recent months. Further, due to removing of anti dumping duty of 5% by Egypt against import of cotton yarn from India with effect from 31/12/2014 which will boost the exports of Indian Cotton Yarn to Egypt. The Government has recently announced the much awaited Foreign Trade Policy 2015- 2020 in which the export obligation for domestic procurement of capital goods under EPCG has been reduced from 90% to 75% and the said Policy has also introduced a single Merchandise Exports from India Scheme (MEIS) as against 5 different schemes for rewarding merchandise exports with different kinds of scripts with varying conditions. This has simplified the procedure/documentation to get the export benefits quickly, which will promote textile exports from India. Opportunities and Threats Globally, India has the 2nd largest textile manufacturing capacity the Indian textiles industry accounts for about 24 per cent of the world's spindle capacity and eight per cent of global rotor capacity. It is now the 2nd largest textile exporter in the world. The size of the Indian textiles and apparel industry is expected to reach USD 223 billion by 2021. Towards Ease of doing business the Ministry has decided to join the DIPP e-biz portal for the Textiles sector and present one front face to a potential investor in the manufacturing sector. Content creation has been initiated ranging from initial information for sector and product selection to the process to be followed for setting up manufacturing facilities to running of the industry to the post production feedback right up-to closure. Also Skill Development Scheme has been scaled up during 12th Plan with an allocation of Rs. 1900 crore to train 15 lakh persons. To meet the needs of the industry for a skilled workforce and thereby support its competitiveness, Ministry has trained 3.75 lakh youth in textile trades, particularly in the rapidly growing garmenting segment of the industry under the Integrated Skill Development Scheme. Ministry is also in the process of further expanding the implementation of the scheme in the Public-Private Partnership mode. The textile industry is a highly capital intensive industry due to which there is a high level of borrowings and the assets turnover ratio is in the range of 1:1 due to which high interest cost is being incurred. Increase in the power costs, high transaction costs, high cost of labour and general increase in input costs, are all hindering progress. Depreciation of the Euro against the Indian Rupee has adversely affected the Indian textile products from the European Union. Also un-seasonal monsoon in many parts of the country has placed adverse pressure on consumer demand in general. FINANCIAL ANALYSIS Production/Sales Review During the year under review, the company achieved production of 46150 M.T. of Cotton/Synthetic Yarn against previous year production of 42983 M.T. with an increase of 7.37% and gross turnover / operating income of Rs.1146.07Crores (including exports / export incentives of Rs.595.55 Crores) against previous year gross turnover/operating income of Rs.1067.29 Crores with an increase of 7.38%. The value of the exports remained at the same level. Profitability The company achieved Gross Profit (Profit before depreciation, interest and income tax) of Rs. 152.89 Crores with ratio of 13.34% during FY 2014-15 as compared to Rs. 170.91 Crores in the previous FY 2013- 14 with ratio of 16.01%. The interest cost remained flat at Rs. 80.24 Crores as compared to Rs. 81.25 Crores in the previous year due to full year impact of interest of term loan borrowings made in FY 2013-14 off-set by lower interest cost on reduced working capital borrowings. The company earned gross cash profit of Rs. 72.65 Crores against Rs. 89.66 Crores in the previous year which was partly affected due to decline in prices of cotton yarn in Q2 of FY 2014-15 with the expected decline in the prices of raw cotton of the Cotton Season 2014-15 beginning from October 2014. The level of profit before tax had declined to Rs. 2.64 crores due to increased depreciation of Rs. 70.01 crores for FY 2013-14 as per the new provisions of the Companies Act 2013 applicable from 1st April 2014 vis-a-vis depreciation of Rs. 46.63 crores for FY 2013-14. Had the Company continued with the depreciation rates as per the provisions of Companies Act 1956, the depreciation for FY 2014-15 would have been lower by Rs. 16.67 Crores and consequently the net profit (before Tax) would have been higher by this amount.After providing for current tax of Rs. 0.24 Crores (Net of MAT Credit) (Previous year Nil), deferred tax liabilities of (-) Rs. 5.62 Crores (Previous Year Rs. 15.59 Crores) there was a net profit after tax of Rs. 8.02 Crores against previous year net profit (after tax) of Rs. 27.44 Crores. After transfer of Rs. 0.43 Crores to Capital Redemption Reserve and depreciation adjustment of prior period of Rs. 1.67 Crores the surplus in the Profit & Loss Appropriation Account stands at Rs. 90.87 Crores. With the production of value added compact/ contamination free cotton yarn having better realizations, stable cotton prices and cost/interest reduction measures, the management is hopeful that the Company's performance will improve in the coming period. RESOURCE UTILISATION Fixed Assets The company made additions of Rs. 27.46 Crores in the Gross Fixed Asset during the year under review.The company had four manufacturing units as on 1st April 2014, the operations of its oldest spinning unit (set up in the year 1993) at Village Meharban, Ludhiana with a meagre installed capacity of 6720 spindles (out of Company's total capacity of 211344 spindles) had been discontinued from end of September 2014. The company had sold a part of the machinery of this unit having written down value of Rs. 0.26 crores for Rs. 1.14 crores i.e. on a profit of Rs. 0.88 crores and the remaining operative machinery of this unit had been transferred to other manufacturing units. The Gross Block of Fixed Assets (including work-in-progress) had increased to Rs. 723.14 Crores as on 31st March, 2015 as compared to Rs. 701.22 Crores in the previous year, while the Net Fixed Assets (including work-in-progress) as at 31st March 2015 were Rs. 452.41 crores as compared to Rs. 497.71 Crores in the previous year. The installed capacity of the company now stands at 204624 spindles. Current Assets and Current Liabilities The inventory level decreased by Rs. 77.37 Crores from Rs. 237.38 Crores at the end of the previous year to Rs. 160.01 Crores at the end of the year under review. The Sundry Debtors level also decreased by Rs. 33.02 Crores from Rs. 97.92 Crores at the end of the previous year to Rs. 64.90 Crores at the end of the year under review while the level of other current assets increased by Rs. 6.99 Crores to Rs. 93.97 Crores at the end of current year from Rs. 86.58 Crores at the end of previous year due to increased level of operations. The level of trade payables/short term borrowings/other current liabilities and provisions decreased by Rs. 114.59 Crores i.e. from Rs. 403.34 Crores at the end of previous year to Rs. 288.83 Crores at the end of current year. The company is utilizing cash accruals for meeting term loans repayment commitments, acquisition of balancing equipments/fixed assets and improvement of net working capital funds. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has internal audit department to oversee internal control systems and procedures to ensure efficiency of decisions for optimum utilization and protection of resources and compliance with applicable statutory laws and regulations and internal policies. Reports are submitted by the internal auditor to the Audit Committee of the Board and necessary action/ recommendation are made thereafter by the said committee. Continuous efforts are being made to further improve and strengthen the internal control systems. HUMAN RESOURCES / INDUSTRIAL RELATIONS The company recognizes its human resources as its most valuable asset and takes pride in the commitment, competence and dedication shown by its employees in all areas of business. The Company has specialized professionals in the respective fields to take care of its operations and allied activities. The Company is committed to nurturing, enhancing and retaining the top talent through superior learning. This is critical pillar to support the organization's growth and its sustainability in the long run. During the year under review, the company enjoyed cordial relationship with workers and employees at all levels. 3. CREDIT RATING ICRA Limited had upgraded the bank loan rating at BBB (pronounced ICRA triple B) for long term credit facilities and at A3+ (pronounced ICRA A three plus) for short term credit facilities. The outlook is stable. With the improvement in the credit rating, the cost of credit facilities may come down. 4. DIVIDEND No dividend was declared by the company for FY 2014-15. The provisions of Section 125(2) of the Companies Act, 2013 relating to Transfer of Unclaimed Dividend to Investor Education and Protection Fund do not apply as there was no dividend declared and paid by the company in the past 10 years. 5. SHARE CAPITAL The paid up Equity Share Capital as at 31st March, 2015 stood at Rs. 3.40 crores (Rs. 3.56 crores minus Calls in Arrears of Rs. 0.16 Crores) divided into 3561000 Equity Shares of the face value of Rs. 10/- each while the paid up Redeemable Preference Shares Capital as at 31st March 2015 stood at Rs. 8.51 Crores divided into 8516200 Preference Shares of Rs. 10/- each. During the year under review, the Company has not issued any equity shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2015 none of the Directors of the Company hold instruments convertible into equity shares of the Company. 6. SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES The Company does not have any subsidiary /associate/ joint venture companies. 7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS There are no significant and material orders passed by the Regulators/Court/Tribunals that would impact the going concern status of the Company and its future operations. 8. CORPORATE SOCIAL RESPONSIBILITY (CSR) Pursuant to Section 135 of the Companies Act 2013 and Schedule VII of the Companies Act, 2013 the Company has constituted a Corporate Social Responsibility Committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Directors report. The CSR Policy has also been posted on the website of the company. The Board has not made any CSR spend during financial year 2014-15 as the company suffered net loss during Q2 of the said year which have been recovered by Q4 of the said year. The Company will undertake the CSR spend during FY 2015-16 in accordance with the CSR regulations once the projects / programmes and monitoring and reporting framework is finalized. 9. BUSINESS RISK MANAGEMENT The Board of Directors in their meeting held on 14th November 2014 had constituted Risk Management Committee of the Company. The Committee has formulated Risk Management Policy of the Company which has been subsequently approved by the Board of Directors of the Company. The aim of Risk Management policy is to maximise opportunities in all activities and to minimise adversity. The policy includes identifying type of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company. The Risk Management policy may be accessed on the Company's website. 10. RELATED PARTY TRANSACTIONS All contracts / arrangements / transactions entered by the Company with related parties during the financial year were in the ordinary course of business and on arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the provisions of Clause 49 of the Listing Agreement. However the related party transactions are placed before the Audit Committee and the Board as a good corporate governance practices. The Policy on dealing with related party transactions as approved by the Board may be accessed on the Company's website. 11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The company has not given any loans , guarantees or made investments under the provisions of Section 186 of the Companies Act, 2013. 12. DIRECTORS In accordance with the provision of Section 152 of the Companies Act, 2013 and the Company's proposed amendment in Articles of Association, Sh. Naresh Kumar Jain, Executive Director of the company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. Further, in view of the notices received from members proposing the candidature of Sh. Sunil puri and Smt. Harbhajan kaur Bal for the Independent Directors of the Company, the board recommends the appointment of Sh. Sunil Puri and Smt. Harbhajan Kaur Bal as an Independent Directors for a further period of five years in the ensuing Annual General Meeting under section 149 of the Companies Act, 2013 and clause 49 of the listing agreement. KEY MANAGERIAL PERSONNEL Since 1st April 2014, the company has the following persons as Key Managerial Personnel: AUDIT COMMITTEE The Company has an Audit Committee of the Board of Directors, the members of which are Mr. Ajay Chaudhry, Dr. (Mrs.) Harbhajan Kaur Bal and Mr. Sunil Puri. Mr. Ajay Chaudhry is the Chairman of the committee. The committee is empowered to look into all the matters related to finance and accounting and its terms of reference are as per Clause 49 of the listing agreement read with section 177 of The Companies Act, 2013. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE During the year under review, four Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. The performance evaluation of the independent directors was completed. The performance evaluation of the Managing Director and Non - Independent Directors were carried out by the independent directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. NOMINATION AND REMUNERATION POLICY The Board of the directors has constituted Nomination and Remuneration Committee who has framed a policy in relation to the remuneration of Directors, Key Managerial Personnel and Senior Management of the Company and the criteria for their selection and appointment which is stated in the Corporate Governance Report. WHISTLE BLOWER POLICY Pursuant to Section 177(9-10) of the Companies Act, 2013 and Clause 49 of the listing agreement the Company has formulated a whistle blower policy for vigil mechanism for directors and employees reporting for unethical behaviour, fraud and mismanagement or violation of Company's code of conduct. The details of the Policy are also posted on the website of the Company. DIRECTORS' RESPONSIBILITY STATEMENT In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that: i) In the preparation of the annual accounts, the applicable accounting standards had been followed. ii) The directors had 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 of the Company for the year ended on 31st March, 2015. iii) The directors had 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. iv) The directors had prepared the annual accounts on a going concern basis. v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls were adequate and were operating effectively. v) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 13. AUDITORS AND THEIR REPORT STATUTORY AUDITORS M/s. Rawla & Company, Chartered Accountants (Firm Registration No. 01661N), New Delhi, Statutory Auditors of the Company, holds office untill the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received confirmation from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. There is no audit qualification reservations/ or adverse remark or disclaimer in the statutory audit report for the year under review. The comments in the Auditors' Report read with Notes to Accounts are self explanatory and do not call for any further explanation. SECRETARIAL AUDITORS Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company appointed M/s B.K. Gupta & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure A" There is no audit qualification, reservations or adverse remarks or disclaimer in the secretarial audit report or the year under review. COST AUDITORS The auditing of the cost records of the company (being in the textile industry) for FY 2014-15 was not required. However, the same is applicable for FY 2015-16 as per the notification issued on 31st December 2014 under section 148 of the Companies Act 2013 read with the Companies (Cost Records and Audit) rules, 2014. The Board of Directors has appointed M/s R.R. & Company, Cost Accountants, as the Cost Auditors of the Company to conduct Audit of the cost records of the company for the FY 2015-16. However, as per provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014, the remuneration to be paid to the Cost Auditors is subject to ratification by members. Accordingly, the remuneration to be paid to M/s R.R & Company, Cost Accountants, for financial year 2015-16 is placed for ratification before the members at the Annual General Meeting. EXTRACT OF ANNUAL RETURN The details of the Extract of the Annual Return (Form MGT-9) is given in "Annexure B" of this report. 14. LISTING OF SECURITIES The Equity Shares of company were listed on the regional stock exchanges of Delhi Stock Exchange Limited, Ahmedabad Stock Exchange Limited, Madhya Pardesh Stock Exchange Limited & Ludhiana Stock Exchange Limited which were not fulfilling the eligible criteria including electronic trading as per SEBI guidelines have already been demutualised/de-recognised/under exit route. The company has now got in-principle approval for listing of all the equity shares of the company on Bombay Stock Exchange Limited (BSE) under the Direct Listing Category and the trading approval for fully paid up equity shares on BSE had already been granted by them. The Company has also paid lthe listing fees to BSE Ltd for financial year 2015- 16. 15. ENVIRONMENT AND SAFETY The Company is conscious of importance of environment clean and safety operations. The company conducts operation in such a manner as to ensure safety of all concerned, compliances of environmental regulations and prevention of various natural resources. As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of loading complaints. During the year under review, no complaints were reported to the board. 16. PUBLIC DEPOSITS: The Company has not raised any deposits from the public except the interest free unsecured loan from the Promoter Director of the Company. Hence the provisions of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 with regard to acceptance of deposits from public are not attracted. 17. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014,regarding conservation of energy, technology absorption and foreign exchange earnings & outgo is given in "Annexure-C" of this report. 18. PARTICULARS OF EMPLOYEES The disclosures in respect of managerial remuneration as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in Rule 5 (2) and 5 (3) Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure D" of this report. 19. CODE OF CONDUCT: The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all Senior Manager Personnel in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and all Senior Manager Personnel in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders 20. CORPORATE GOVERNANCE The Corporate Governance, which forms an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. 21. ACKNOWLEDGEMENTS Your Directors wish to place on record their appreciation of the co-operation from the Bankers, Financial Institutions and Government Bodies & Business Associates. Your Directors also record their appreciation of the services rendered by the employees of the company. By Order of the Board (Raj KumarAvasthi) Chairman DIN: 01041890 Place: Ludhiana Date : 14.08.2015 Regd. Office : 5/69, Guru Mansion, 1st Floor, Padam Singh Road, Karol Bagh, New Delhi - 110005 |