uniworth textiles limited - moneycontrol.com · 2016. 10. 14. · 2 uniworth textiles limited...

UNIWORTHTEXTILESLIMITED

A N N U A LR E P O R T2 0 1 3 - 2 0 1 4

BOARD OF DIRECTORS(As on 29.05.2014)

NIRMAL KUMAR GARG (DIN : 01648057) _ Executive DirectorNARESH BHIMRAO KHARPKAR (DIN : 06373389)KAMAL SHARMA (DIN : 02946513)SHYAM KUMAR RATHI (DIN : 01386151)

AUDIT COMMITTEE(As on 29.05.2014)

NARESH BHIMRAO KHARPKARKAMAL SHARMASHYAM KUMAR RATHINIRMAL KUMAR GARG

COMPANY SECRETARY

SUBID CHANDRA MAJUMDER

AUDITORS

M/s S. S. KOTHARI & CO.,Chartered Accountants

BANKERS

CENTURION BANK LTD.

THE HONGKONG & SANGHAI BANKING CORPORATION LTD.

PUNJAB & SIND BANK

STATE BANK OF INDIA

REGISTERED OFFICE

‘GREEN ACRES’2, Nazar Ali Lane, Flat-4AKolkata - 700 019Phone : (033) 40061301 / 8444012233Fax : (033) 2280-3620

REGISTRARS

M/s. C.B. Management Services (P) LimitedP-22, Bondel RoadKolkata - 700 019Phone : (033) 4011-6700/6711/6718/6723Fax : (033) 4011-6739

WORKS

Weaving Unit (DTA)

Urla Growth Centre

Raipur, Chattisgarh

100% EOU Finishing UnitMIDC, ButiboriNagpur, Maharashtra


CORPORATE INFORMATIONCIN : L17299WB1992PLC055442

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NOTICE :

Notice is hereby given that the 22nd Annual General Meeting of the Members of UNIWORTH TEXTILESLIMITED will be held at Science City, Seminar Hall, JBS Haldane Avenue, Kolkata - 700 046 on Friday,the 26th day of September, 2014 at 11.30 A.M. to transact the following business:

ORDINARY BUSINESS :

1. To receive, consider and adopt the Directors' Report and the Audited Balance Sheet as at 31stMarch, 2014 and the Statement of Profit & Loss for the year ended on that date and the Auditors'Report thereon.

2. To appoint a Director in place of Mr. N. B. Kharpkar (DIN : 06373389), who retires by rotation andbeing eligible offers himself for re-appointment.

3. To appoint a Director in place of Mr. N. K. Garg (DIN : 01648057), who retires by rotation and beingeligible offers himself for re-appointment.

4. To appoint Auditors and to fix their remuneration.

SPECIAL BUSINESS :

5. To consider and, if thought fit, to pass with or without modification, the following resolution :

As Ordinary Resolution :

RESOLVED THAT Mr. Shyam Kumar Rathi (DIN : 01386151), who was appointed as an AdditionalDirector of the Company by the Board of Directors pursuant to Section 161 of the Companies Act, 2013and Article 80 (a) of the Company's Article of Association and who holds office upto the date of thisAnnual General Meeting and in respect of whom the Company has received due notice in writing underSection 160 of the Companies Act, 2013 alongwith requisite deposit, proposing his candidature for theOffice of the Director, be and is hereby appointed as a Director of the Company, liable to retire byrotation.

6. To consider and, if thought fit, to pass with or without modification, the following resolution :

As Ordinary Resolution :

RESOLVED THAT Mr. Kamal Sharma (DIN : 02946513), who was appointed as an Additional Director ofthe Company by the Board of Directors pursuant to Section 161 of the Companies Act, 2013 and Article80 (a) of the Company's Article of Association and who holds office upto the date of this Annual GeneralMeeting and in respect of whom the Company has received due notice in writing under Section 160 ofthe Companies Act, 2013 alongwith requisite deposit, proposing his candidature for the Office of theDirector, be and is hereby appointed as a Director of the Company, liable to retire by rotation.

Registered Office: By Order of the Board“GREEN ACRES”2, Nazar Ali Lane, Flat-4AKolkata - 700 019 S. C. MajumderDate: 29th May, 2014 Company Secretary

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NOTES :

a) A member entitled to attend and vote is entitled to appoint a proxy to attend and vote insteadof himself and the proxy need not be a member. Proxies in order to be effective must bereceived at the Registered Office not less than 48 hours before the meeting.

A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregatenot more than ten percent of the total share capital of the Company carrying voting rights. A memberholding more than ten percent of the total share capital of the company carrying voting rights mayappoint a single person as proxy and such person shall not act as a proxy for any other person orshareholder.

b) The Register of Members and Transfer Books of the Company will be closed from 19th September,2014 to 26th September, 2014, both days inclusive.

c) Intimation of any Change of Address should be given to the Registrar & Transfer Agent/ Companyimmediately.

d) Explanatory Statement U/s 102 of the Companies Act, 2013 is annexed herewith in respect of itemsof Special Business.

e) Brief profile of the Directors seeking appointment /re-appointment at the ensuing Annual GeneralMeeting is annexed hereto in compliance of Clause 49(IV)(G)(i) of the Listing Agreement with StockExchanges.

f) Voting through electronic means

I. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of theCompanies (Management and Administration) Rules, 2014, the Company is pleased to providemembers facility to exercise their right to vote at the 22nd Annual General Meeting (AGM) of theCompany by electronic means and the business may be transacted through e-Voting Servicesprovided by National Securities Depository Limited (NSDL):

The instructions for e-voting are as under:

A. In case a member receives an email from NSDL [for members whose email Ids are registeredwith the Company/Depository Participants (s)] :

i. Open email and open PDF file viz, "Uniworth Textiles Limited e-Voting.pdf" with yourClient ID or Folio No. as password. The said PDF file contains your user ID and passwordfor e-voting. Please note that the password is an initial password

ii. Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/

iii. Click on Shareholder - Login

iv. Now Enter your User ID (For Members holding shares in NSDL: 8 character DPID followedby 8 Digits Client ID ; For Members holding shares in CDSL: 16 digits beneficiary ID;For Members holding shares in Physical Form should enter Folio Number registeredwith the company and then enter the Image verification as displayed and Click on Login.

v. Password change menu appears. Change the password with new password of yourchoice with minimum 8 digits/characters or combination thereof. Note new password. Itis strongly recommended not to share your password with any other person and takeutmost care to keep your password confidential

vi. Home page of e-Voting opens. Click on e-Voting: Active Voting Cycles.

vii. Select "EVEN" of Uniworth Textiles Limited

viii. Now you are ready for e-Voting as Cast Vote page opens

ix. Cast your vote by selecting appropriate option and click on "Submit" and also "Confirm"when prompted.

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x. Upon confirmation, the message "Vote cast successfully" will be displayed

xi. Once you have voted on the resolution, you will not be allowed to modify your vote

xii. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required tosend scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authorityletter etc. together with attested specimen signature of the duly authorizedsignatory(ies) who are authorized to vote, to the Scrutinizer through [email protected] with a copy marked to [email protected].

B. In case a member receives physical copy of the Notice of AGM [for members whose emailIDs are not registered with the Company/Depository Participants (s) or requesting physicalcopy] :

a. E-voting particulars as mentioned below, including initial password are provided in theAnnexure to the Notice for E-voting, which is part of this Notice of AGM to be held onSeptember 26, 2014 :

EVEN (E-Voting Event Number) USER ID PASSWORD

b. Please follow all the steps from Sl. No. (ii) to (xii) above, to cast vote.

II. Members who do not have any access to e-voting, may requisite a Physical Ballot Form from theOffice of the Registrars & Share Transfer Agents of the Company. Members are required to fillthe Physical Ballot Form and enclose it in a Sealed Envelope and send it “To The Scrutinizer,Mr. Kamal Kumar Sanganeria (Unit : Uniworth Textiles Limited) C/o. C. B. Management ServicesPrivate Limited, P-22, Bondel Road, Kolkata - 700 019.” Unsigned/wrongly signed, incompleteor incorrectly ticked forms shall be rejected. The Scrutinizer's decision on the validity of the formwill be final. Members are required to vote either through the electronic system or through physicalballot and not in any other mode. In the event of Members casting votes through both theprocesses, the votes in the electronic system will be considered only. The Physical Ballot Formmust be received by the Scrutinizer on or before September 19, 2014.

III. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholdersand e-voting user manual for Shareholders available at the Downloads section ofwww.evoting.nsdl.com.

IV. If you are already registered with NSDL for e-voting then you can use your existing user ID andpassword for casting your vote.

V. You can also update your mobile number and e-mail id in the user profile details of the foliowhich may be used for sending future communication(s).

VI. The e-voting period commences on September 18, 2014 (9:00 am) and ends on September 19,2014 (6:00 pm). During this period shareholders' of the Company, holding shares either in physicalform or in dematerialized form, as on the cut-off date of August 29, 2014, may cast their voteelectronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once thevote on a resolution is cast by the shareholder, the shareholder shall not be allowed to changeit subsequently.

VII. The voting rights of Shareholders shall be in proportion to their shares of the paid up equityshare capital of the Company as on, Friday, August 29, 2014.

VIII.Shri Kamal Kumar Sanganeria (Membership No. FCS 2643), practicing company secretary andproprietor of K.K.Sanganeria & Associates, Kolkata has been appointed as the Scrutinizer toscrutinize the e-voting process in a fair and transparent manner.

X. The Scrutinizer shall within a period of not exceeding three(3) working days from the conclusionof the e-Voting period unlock the votes in the presence of atleast two(2) witnesses not in theemployment of the Company and make a Scrutinizer's Report of the votes cast in favour oragainst, if any, forthwith to the Chairman of the Company.

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X. The Results shall be declared on or after the 22nd Annual General Meeting of the Company.The Results declared alongwith the Scrutinizer's Report shall be placed on the Company's websitewww.uniworthtextiles.com and on the website of NSDL within two(2) days of passing of theresolutions at the 22nd Annual General Meeting of the Company on September 26, 2014 andcommunicated to the Calcutta Stock Exchange and BSE Limited.

g) Members/Proxies should bring the attendance slip duly filled in for attending the Meeting.

MEMBERS ARE REQUESTED TO BRING THEIR COPIES OF THE ANNUAL REPORT TO THE MEETING

ANNEXURE TO THE NOTICE :

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 INRESPECT OF SPECIAL BUSINESS

Item No. 5

Mr. Shyam Kumar Rathi, who was appointed as an Additional Director of the Company with effect from31st December, 2013 in terms of Section 161 of the Companies Act, 2013 and Article 80(a) of the Articleof Association of the Company, vacates his office at this Annual General Meeting. A notice under Section160 of the Companies Act, 2013 alongwith requisite deposit has been received by the Company from amember proposing the appointment of Mr. Shyam Kumar Rathi as a Director of the Company, liable toretire by rotation.

The proposed resolution is recommended for adoption. None of the Directors except Mr. Shyam KumarRathi is concerned and/or interested in the aforesaid resolution.

Item No. 6

Mr. Kamal Sharma, who was appointed as an Additional Director of the Company with effect from 31stDecember, 2013 in terms of Section 161 of the Companies Act, 2013 and Article 80 (a) of the Article ofAssociation of the Company, vacates his office at this Annual General Meeting. A notice under Section160 of the Companies Act, 2013 alongwith requisite deposit has been received by the Company from amember proposing the appointment of Mr. Kamal Sharma as a Director of the Company, liable to retireby rotation.

The proposed resolution is recommended for adoption. None of the Directors except Mr. Kamal Sharmais concerned and/or interested in the aforesaid resolution.

Particulars relating to Directors seeking appointment/re-appointment pursuant to Clause49(IV)(G)(i) of the Listing Agreement.

Mr. Shyam Kumar Rathi

Mr. S. K. Rathi is a highly experienced Professional in the field of Corporate Governance & Complianceand Qualified Company Secretary having wide experience in Shares, Secretarial and Company Lawmatters. He was appointed as a Director of the Company on 31.12.2013 and continues to hold the saidoffice since then. He is also a Director of Uniworth International Ltd, Uniworth Securities Ltd, UniramaIndustries Ltd, Uniworth Biotech Ltd, Uniworth Projects Ltd, KDL Pharma Ltd, Comfort (India) Ltd, MadgulEstates Pvt Ltd, Rachit Textrade Pvt Ltd, Vikram Buildcon Pvt Ltd, Tessuti Collezione Pvt Ltd, Fibres &Fabrics Pvt Ltd, Texworth Credit & Commercial Pvt Ltd, l'Jovety Suppliers Pvt. Ltd, Marubhumi TradersPrivate Ltd, Everstrong Merchanise Pvt. Ltd and Brightstar Construction Pvt Ltd. He is also a Member ofvarious Committees of the Board of Uniworth International Ltd. He also does not hold, either directly orindirectly, any Equity Shares of the Company.

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GREEN INITIATIVES - on sending Annual Report and Accounts to the members of the Companythrough electronic mode.This initiative is pursuant to two Circulars bearing nos. 17/2011 and 18/2011 dated 21st April, 2011and 29th April, 2011, respectively, issued by the Ministry of Corporate Affairs, Govt. of India.Under the aforesaid Circulars, service of documents, including Annual Reports and Accounts, uponthe shareholders through e-mail - shall be in compliance with Section 53 of the Companies Act,1956.The Shareholders (whether holding shares in physical or electronic mode), who are interested toreceive soft copy of the Annual Reports and Accounts of the Company on and from the year, i.e.,2011-12, are requested to register their respective e-mail ids at the web-page of our Registrar &Share Transfer Agent, C B Management Services (P) Ltd., at : www.cbmsl.com/green.php

Mr. Kamal Sharma

Mr. Kamal Sharma is a senior Professional having wide experience experience in Project Managementand Administration. He was appointed as a Director of the Company on 31.12.2013 and continues tohold the said office since then. He is also a Director of Uniworth International Ltd, Uniworth SecuritiesLtd, Unirama Industries Ltd, Uniworth Biotech Ltd, KDL Pharma Ltd, Metro Arrow Amenities Pvt Ltd andR. B. Properties Pvt Ltd. He is also a Member of various Committees of the Board of Uniworth InternationalLimited. He also does not hold, either directly or indirectly, any Equity Shares of the Company.

Mr. N. B. Kharpkar

Mr. N. B. Kharpkar is a qualified Professional with Qualifications like Post Graduate (Honours) in AnalyticalChemistry from Pune University and diploma in Chemical processing from Mumbai Board. He has richIndustrial experiences of over 19 years having worked in similar industries earlier. He was appointed asa Director of the Company on 13.08.2012 and continues to hold the said office since then. He does nothold Directorship of any other Company and Membership of Committees of the Board of any otherCompany. He also does not hold, either directly or indirectly, any Equity Shares of the Company.

Mr. N. K. Garg

Mr. N. K. Garg is a Qualified Professional with Qualification like DTT (Diploma in Textiles Technology) fromM. P. Board of Technical Education with expertise in Technical Planning and Control. He was appointedas a Director of the Company on 30.06.2007 and later on designated as Executive/Whole-time Directorw.e.f. 13.08.2012 and continues to hold the said office since then. He does not hold Directorship of anyother Company and Membership of Committees of the Board of any other Company.

Registered Office : By Order of the Board“GREEN ACRES”2, Nazar Ali Lane, Flat-4AKolkata - 700 019 S. C. MajumderDate : 29th May, 2014 Company Secretary

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DIRECTORS’ REPORT TO THE MEMBERS :

Your Directors have pleasure in presenting the 22nd Annual Report together with Audited Statement of

Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS : 31st March, 2014 31st March, 2013(Rs. in Lacs) (Rs. in Lacs)

Sales 3434.29 3412.32Profit/(Loss) before Interest and Depreciation (92.08) (246.92)Less: Finance Cost 1019.53 978.12Profit / (Loss) before Depreciation (1111.61) (1225.04)Less: Depreciation 39.35 213.25Profit / (Loss) for the year (1150.96) (1438.29)Less : Fringe Benefit Tax - -Net Profit /(Loss) (1150.96) (1438.29)Add: Balance b/f from the Previous year (21419.55) (19981.26)

Balance carried to Balance Sheet (22570.51) (21419.55)

OPERATIONS, MANAGEMENT DISCUSSION AND ANALYSIS :

The Year under review continued to remain glum due to continued economic recession and crisis inEuropean & North American markets. As a result, Turnover increased marginally to Rs. 34.34 crores asagainst Rs. 34.12 crores in the previous year. However, the Company’s efforts over the past years toenhance its presence in the domestic sector bore fruit and by penetrating the Institutional segment,there was a significant rise of over 60% in Domestic Sales. Due to overall decrease in Turnover andincrease in input costs the Company suffered cash loss of Rs. 0.92 crores as against Rs. 2.47 crores inthe previous year.

The Company is also making fresh and vigorous efforts to improve its performance in the world market,particularly Europe, Japan and the Middle East countries.

During the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking.

BUSINESS OUTLOOK :

The American and European economic crisis is continuing to affect the order situation adversely. TheCompany is tapping new markets in Japan and in Middle-East countries. The on-going competition withChina is also making it difficult to generate fresh business in countries where China was making itspresence felt in a big way. To be more competitive in the domestic market, the management is pursuingwith the government authorities for de-bonding of its processing unit.

DEPOSITS :

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act,1956 and the rules made thereunder.

DIRECTORS’ RESPONSIBILITY STATEMENT :

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors state as follows:

a) That in the preparation of accounts, applicable accounting standards have been followed.

b) That appropriate accounting policies have been selected and applied consistently with reasonableand prudent judgements and estimates so as to give true and fair view of the state of affairs of theCompany.

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c) That proper and sufficient care have been taken for the maintenance of adequate accounting recordsfor safeguarding assets and for preventing fraud and other irregularities.

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

CORPORATE GOVERNANCE :

As a Listed Company, necessary measures are taken to comply with the Clause 49 of the ListingAgreements with the Stock Exchanges. A report on Corporate Governance along with a certificate fromthe Auditors is annexed hereto and forms a part of this Report.

AUDITORS’ REPORT :

The observations of the Auditors’ Report have been dealt with in the Notes to the Financial Statement,and being self-explanatory, do not call for any further clarifications.

DIRECTORS :

Mr. N. B. Kharpkar (DIN : 06373389) retires by rotation at the ensuing Annual General Meeting and,being eligible, offers himself for re-appointment.

Mr. N. K. Garg (DIN : 01648057) retires by rotation at the ensuing Annual General Meeting and, beingeligible, offers himself for re-appointment.

During the Year 2013-2014, Mr. P. P. Chowdhury (DIN : 01460839) has been ceased as Director of theCompany w.e.f. 06.03.2014.

Mr. S. K. Rathi (DIN : 01386151), and Mr. Kamal Sharma (DIN : 02946513) have been appointed as anAdditional Directors of the Company w.e.f. 31.12.2013. Appropriate Resolutions seeking your approvalfor their appointment are appearing in the Notice convening the Annual General Meeting.

AUDITORS :

M/s S. S. Kothari & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and areeligible for re-appointment.

COST AUDITOR

Your Company had appointed M/s Manisha & Associates, Cost Accountants, as Cost Auditors, with theapproval of the Central Government, for audit of cost records maintained by the Company for the financialyear 2014-2015.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act 2013, the Board of Directors at their meeting held on 29thMay, 2014, have appointed M/s K. K. Sanganeria & Associates, Practicing Company Secretaries, asSecretarial Auditor, for conducting Secretarial Audit of the Company for the Financial Year 2014-15.

PARTICLUARS OF EMPLOYEES :

The Company has no employee whose remuneration is more than the limit specified in Section 217 (2A)of the Companies Act, 1956

ADDITIONAL INFORMATION :

The statement showing required particulars pursuant to Section 217(1) (e) of the Companies Act, 1956and the rules framed thereunder is annexed hereto and forms part of this report.

INDUSTRIAL RELATIONS :

Industrial Relations continued to remain cordial throughout the year. Your Directors wish to place onrecord their appreciation for dedicated and sincere services rendered by the executives, staff and workmenat all levels.

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ACKNOWLEDGEMENT :

Your Directors acknowledge with gratitude the co-operation and assistance received from the Centraland State Government, Financial Institutions, Banks, Shareholders and others during the year underreview.

On Behalf of the Board

Place : Kolkata N. K. Garg S. K. RathiDate : 29th May, 2014 Executive Director Director

ANNEXURE - I TO THE DIRECTORS REPORT

STATEMENT SHOWING PARTICULARS PURSUANT TO THE COMPANIES (DISCLOSURE OFPARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1998

‘FORM A’

Form for Disclosure of particulars with respect to Consumption of Energy

ENERGY CONSERVATION :

A) POWER AND FUEL CONSUMPTION 2013-2014 2012-2013

I Electricity

a) Purchase Unit (KWH in lacs) 26.98 27.20

b) Total Amount (Rs. In lacs) 150.40 137.03

c) Rate/KWH (In lacs) 5.57 5.04

B) CONSUMPTION PER UNIT PRODUCTION

Production (Units in Linear Mts. In lacs)

Pure Wool Fabrics 3.91 4.59

Polywool 11.42 13.88

Others 0.08 0.27

Electricity per Linear Mts. (Units)

Pure Wool Fabrics 1.75 1.45

Polywool 1.75 1.45

Others 1.75 1.45

‘FORM B’

Form for Disclosure of particulars with respect to Technology Absorption

RESEARCH & DEVELOPMENT (R & D) :

1. Specified areas in which R & D : Development of Super 150s Wool Fabric inCarried out by the Company lighter weight suit.

Development of Natural Stretch Fabric inSuperfine wool fabric.

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Development of Cotton Wool Fabric for Suits& Trouser.

Development of Wool Ramie Fabric forTrouser.

Development of various finishes on Fabricwrinkle resist Finish, Ice touch Finish, Nanofinish etc.

2. Benefit derived as a result of the above R & D : The developments are successful andaccepted in international market.

We continue to occupy the status of Highquality Fabric manufacturers.

3. Future plan of action : We continue to occupy the status of Highquality Fabrics manufactures.

2013-2014 2012-2013

(Rs.) (Rs.)

4. Expenditure on R & Da) Capital 37770 15390b) Recurring 2064984 2232140

TECHNOLOGY, ABSORPTION, ADAPTATION AND INNOVATION :

1. Efforts in brief made towards : We have updated our technical know howtechnology absorption, adaptation with latest techn ologies and expertise forand innovation upgradation of our product ranges.

2. Benefit derived as a result of the : Achieved value added products.above efforts e.g., products improvement,cost, reduction, product development, Training programmes are conducted to theimport substitution etc. employees at all levels with the help of

latest techniques.

Both the plants of the company in Raipur aswell as Nagpur are continuing with ISO9001-2000 certification.

FOREIGN EXCHANGE EARNINGS AND OUTGO : 2013-2014 2012-2013(Rs. in Lacs) (Rs. in Lacs)

a) Foreign Exchange Earnings 1909.85 2500.52

b) Foreign Exchange Outgo

i) CIF Value of Imports

Raw Material 77.49 6.96

Capital Goods 21.76 9.21

Components & Spare Parts 43.68 3.16

ii) Others 37.95 25.14

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MANAGEMENT DISCUSSION & ANALYSIS REPORT FOR THE YEAR ENDED 31.03.2014

Industry Structure & Development

Indian Textiles Industry is one of the leading textile industries in the world. Overall performance of thetextile industry in India continued to be under pressure due to increased prices of raw materials andother resources. Raw material costs have been also increasing globally, coupled with a shortage skilledworker. While a shift is taking place of textiles industries from China and Bangladesh to India. Anyfurther appreciation of the Rupee will adversely affect exports from India. Though the spinning industryhas fared somewhat better those with a presence in weaving, processing or even composite businessare facing the heat due to increases in input cost without being able to pass on such higher costs tocustomers as the market is simply unable to absorb the same.

Opportunities and Threats

After global economic revival picks up the pace, the demand for value added premium products is expectedto rise in the developed countries. The per capita consumption of textile in India is only around 8 kgs asagainst a global average of 12 kgs which is itself an enormous growth potential. However, the rising costof raw materials is a matter of concern, together, as mentioned earlier, with the growing competition fromother developing countries.

Segmentwise Performance

The Company’s business activities fall within a single primary segment of Textile Fabrics, viz. Wool/Poly-wool.

Financial Performance

Turnover of the Company during the year was Rs. 3434.29 Lacs as against Rs. 3412.32 Lacs in theprevious year. The turnover increased marginally due to significant rise of over 60% in Domestic Salecompared to the previous year. Loss before interest, depreciation and taxes was Rs. 92.08 Lacs.

Operations, Management Discussion and analysis

The Year under review continued to remain glum due to continued economic recession and crisis inEuropean & North American markets. As a result, turnover increased marginally to Rs. 34.34 crores asagainst Rs. 34.12 crores in the previous year. However, the Company's efforts over the past years toenhance its presence in the domestic sector bore fruit and by penetrating the Institutional segment,there was a significant rise of over 60% in Domestic Sales. Due to overall decrease in Turnover andincrease in input costs the Company suffered cash loss of Rs. 0.92 crores as against Rs. 2.47 crores inthe previous year.

The Company is also making fresh and vigorous efforts to improve its performance in the world market,particularly Europe, Japan and the Middle East countries.

During the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking.

Business Outlook

The American and European economic crisis is continuing to affect the order situation adversely. TheCompany is tapping new markets in Japan and in Middle-East countries. The on-going competition withChina is also making it difficult to generate fresh business in countries where China was making itspresence felt in a big way. To be more competitive in the domestic market, the management is pursuingwith the government authorities for de-bonding of its processing unit.

Risk & Concerns

The primary risk for the Company is with the volatile Export markets and the uncertainty prevailing in theGlobal Economy. Having to compete with low cost producers from countries like China and Korea, is

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always a concern. There are no significant current borrowings and thus the company seems isolatedfrom financial risks and concerns, especially in the face of increasing interest rates and cost of Capital.

Risk Management

A comprehensive risk management policy for the purpose of management policy in the Company forperiodical review by the Board of Directors is in place. In addition, Risk Management issues are generallydiscussed in the Audit Committee.

Internal Control System

The Company has adequate system of internal controls to ensure that all assets are safeguarded andprotected against loss and that all transactions are authorized, recorded and reported correctly. Thesystems are designed to support the reliability of the financial and other records for preparing financialstatements and other data. The Statutory Auditors also discuss their comments and findings with themanagement as well as with the audit committee.

The Company has also regularly placed before the Board, Internal Audit Reports, Financial Results withProvisional Balance Sheets, Performance Review Report of various Units together with ExecutiveSummary, Current Workings and all Current matters of commercial importance and various otherinformation as generally required under the various Stock Exchange Listing Agreements.

Human Resources

The Company continues to recognize the importance of good human relations in the smooth working ofthe organization. Upgradation of the skills of the employees is pursued by the Company through regularon-the-job training sessions.

Cautionary Statement

The facts and views mentioned in this report on Management Discussion and Analysis describing theCompany’s views about the industry or otherwise, and the forecasts made, are entirely based on opinionformed by the Management of the Company, and actual position or results may differ from those impliedtherein. Important factors that could make a difference include economic developments within India andoutside, and also the economic performance of other countries with which the Company conducts business,as well as availability of raw materials and prices and other incidental factors.

For and on behalf of the Board of Directors

N. K. Garg S. K. RathiPlace : Kolkata Executive Director DirectorDate : 29.05.2014

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REPORT ON CORPORATE GOVERNANCE :

(Pursuant to Clause 49 of the Listing Agreement)

1. Company’s Philosophy on Corporate Governance :

Your Company believes that Corporate Governance is the combination of voluntary practices andcompliance with laws and regulations of the Companies leading to effective control and managementof the Company. Good Corporate Governance leads to long term shareholders value and enhancesinterest of other stakeholders including the employees and all others connected with the Organization.

Your Directors confirm the practice of good Corporate Governance codes by the company in truespirit and are pleased to present below the Report on Corporate Governance.

2. Board of Directors :

Your Board presently comprises of 1 (one) Executive/Whole-time Director and 3 (three) Non-Executiveand Independent Directors.

The Composition of Board as it was during the Year 2013-14 is given below :

Name of Directors Executive/Non-Executive/ No. of other Other Committee(s)

Independent* Directorships** Member Chairman

Mr. P. P. Chowdhury Non- Executive & Independent – – –

(Upto 06.03.2014)

Mr. N. K. Garg Executive Director – – –

Mr. N. B. Kharpkar Non- Executive & Independent – – –

Mr. S. K. Rathi Non- Executive & Independent 7 3 –(From 31.12.2013)

Mr. Kamal Sharma Non- Executive & Independent 5 2 –(From 31.12.2013)

* An Independent Director is a director who apart from receiving Director’s Sitting Fees and does not

have any material pecuniary relationship or transactions with the Company or its management,which in the judgment of the Board may affect his independence of judgment.

** Excludes directorships held in Private Limited Companies.

a) Attendance of Directors at Board Meetings and Annual General Meeting :

The Board of Directors of the Company met eight times during the year 2013-14 on the followingdates : 09.05.2013, 30.05.2013, 12.08.2013, 12.11.2013, 31.12.2013, 24.01.2014, 12.02.2014 and06.03.2014

The Company regularly placed before the Board, Internal Audit Reports, Financial Results withProvisional Balance Sheets, Performance Review Report of various Units together with ExecutiveSummary, Current Workings and all Current matters of commercial importance and various otherinformation as generally required under the Listing Agreement from time to time.

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The attendance at the Board Meetings and Annual General Meeting during the year 2013-14 wereas under :

Name of Directors Attendance*

Board Meeting Last AGM

Mr. P. P. Chowdhury (Upto 06.03.2014) 3 Yes

Mr. N. K. Garg 5 No

Mr. N. B. Kharpkar 2 No

Mr. S. K. Rathi (From 31.12.2013) 3 N.A.

Mr. Kamal Sharma (From 31.12.2013) 3 N.A.

* Members present at the meeting elect one of themselves as Chairman of the Meeting.

b) Remuneration of Directors :

Details of remuneration paid / payable to Directors for the year ended 31st March, 2014 are as follows:

(Amount in Rs.)

Board Audit Salary & Commission TotalName of Directors Meeting Committee Perquisites

Meeting

Sitting Fees Sitting Fees

Mr. P. P. Chowdhury 6,000 6,000 - - 12,000(Upto 06.03.2014)

Mr. N. K. Garg - - 5,48,000 - 5,48,000

Mr. N. B. Kharpkar 4,000 2,000 - - 6,000

Mr. S. K. Rathi 6,000 2,000 - - 8,000(From 31.12.2013)

Mr. Kamal Sharma 6,000 2,000 - - 8,000(From 31.12.2013)

c) Code of Conduct

The Board of Directors play an important role in ensuring good governance. The Code of Conductformulated by the Company during the year which the Directors/ Senior Executive have been advisedto follow envisages inter alia, the following :-

To observe the highest standards of ethical conduct and integrity and to work to the best of theirability and judgement.

To maintain and help the Company in maintaining highest degree of Corporate Governancepractices.

To act in utmost good faith and exercise due care, diligence and integrity in performing theirofficial duties.

Not to seek, accept or receive, directly or indirectly, any gift, payments or favour in whatsoeverform from Company’s Business Associates, which can be perceived as being given to gainfavour or dealing with the Company and to ensure that the Company’s interests are nevercompromised.

To maintain confidentiality of information entrusted by the Company or acquired duringperformance of their duties and not to use it for personal gain or advantage.

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Not to commit any offences involving moral turpitude or any act contrary to law or opposed tothe public policy.

3. Audit Committee :

The Terms of Reference of this Committee cover the matters specified for Audit Committees underclause 49 of the Listing Agreement as well as in Section 177 of the Companies Act, 2013.

The Committee reviews the efficacy of the internal control mechanism and monitors the riskmanagement policies adopted by the Company. The Committee also reviews the report furnishedby the internal and statutory auditors and ensures that suitable follow up actions are taken. Besides,the Committee also examines accounting, taxation and disclosure aspects of all significanttransactions.

During the year 2013-14, 5 (five) meetings of the Audit Committee were held on the followingdates: 09.05.2013, 30.05.2013, 12.08.2013, 12.11.2013 and 12.02.2014.

The Composition of the Committee and the attendance of each member of the Committee duringthe year 2013-14 are given below :-

Name Designation Executive/Non- Profession CommitteeExecutive/ MeetingsIndependent Attended*

Mr. P. P. Chowdhury Member Non-Executive & Service 3(Upto 06.03.2014) Independent

Mr. N. K. Garg Member Executive Service 4Director

Mr. N. B. Kharpkar Member Non-Executive & Service 1Independent

Mr. S. K. Rathi Member Non-Executive & Service 1(From 31.12.2013) Independent

Mr. Kamal Sharma Member Non-Executive & Service 1(From 31.12.2013) Independent


4. Remuneration Committee :

The Remuneration Committee was formed with a view to reviewing and making recommendationson annual salaries, performance, commissions, perquisite and other employment conditions ofExecutive /Whole time Directors and other Executives and Officials. The Committee also takes intoconsideration remuneration practices followed by leading companies as well as information providedby reputed consultants while determining the overall remuneration package.

The following are the members of the Committee at present :

Name Designation* Executive/Non-Executive/Independent

Mr. N. B. Kharpkar Member Non-Executive & Independent

Mr. S. K. Rathi (From 31.12.2013) Member Non-Executive & Independent

Mr. Kamal Sharma (From 31.12.2013) Member Non-Executive & Independent


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Details of Remuneration paid/payable to Executive /Whole-time Directors for the year ended 31stMarch, 2014 is as follows :

Particulars (Rs. in Lacs)

Salary 3.92

Allowances 0.71

Perquisites 0.85

Total 5.48

5. Share Transfer cum Investors Grievance Committee :

The Board has formed the “Share Transfer cum Investors Grievance Committee”, which looks intoShareholders & Investors’ grievances and Share transfers. Mr. S. C. Majumder, Company Secretaryis the Compliance Officer of the Company.

During the year 2013-14, 15 (Fifteen) Meetings of the Share Transfer Committee were held on thefollowing dates: 16.04.2013, 30.04.2013, 31.05.2013, 14.06.2013, 28.06.2013, 16.08.2013,18.09.2013, 07.10.2013, 29.11.2013, 16.12.2013, 15.01.2014, 31.01.2014, 21.02.2014, 18.03.2014and 31.03.2014.

The Attendance of Directors at the Share Transfer Committee Meetings during the year 2013-14were as under :

Name of the Director Attendance *Share Transfer Committee Meeting

Mr. P. P. Chowdhury (Upto 06.03.2014) 7

Mr. N. K. Garg 8

Mr. N. B. Kharpkar 5

Mr. S. K. Rathi (From 31.12.2013) 5

Mr. Kamal Sharma (From 31.12.2013) 5

The following are the members of the Committee at present :

Name Designation* Executive/Non-Executive/Independent

Mr. N. K. Garg Member Executive Director

Mr. N. B. Kharpkar Member Non-Executive & Independent

Mr. S. K. Rathi (From 31.12.2013) Member Non-Executive & Independent

Mr. Kamal Sharma (From 31.12.2013) Member Non-Executive & Independent


(i) Share Transfers :

All Shares have been transferred and returned within the prescribed period, so long asthe documents have been in order in all respects.

The Share Transfer Committee met approximately once in a month.

Total number of Equity Shares transferred during the relevant above period was 4275.

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(ii) Status of Investor Complaints :

Complaints received from Shareholders have been mostly cleared within the financial year.The complaints are generally replied to within 10-15 days from their lodging with the Company.

No. of Complaints received from the Investors (including brought forward) 23

No. of Complaints resolved 23

Complaints pending as on 31st March, 2014 NIL

No. of Share Transfers pending for approval as 31st March, 2014 NIL

6. General Body Meeting :

The location and time of the Annual General Meetings held during the last 3 years is as follows :-

Annual General Meeting Date Time Venue No. of(AGM) Special

Resolutionspassed

19th Annual General 29.09.2011 11.30 A.M. Science City —Meeting Seminar Hall

JBS Haldane AvenueKolkata – 700 046

20th Annual General 28.09.2012 11.30 A.M. Science City —Meeting Seminar Hall

JBS Haldane Avenue,Kolkata - 700 046

21st Annual General 26.09.2013 11.30 A.M. Science City —Meeting Seminar Hall

JBS Haldane Avenue,Kolkata - 700 046

The special resolutions, if any, are usually passed on show of hands and mostly unanimously.

No Postal Ballot were used in last year. The Company does not have any proposal for postal ballotat present.

7. Notes on Directors Appointment/Re-appointment :

Mr. S. K. Rathi is a highly experienced Professional in the field of Corporate Governance & Complianceand Qualified Company Secretary having wide experience in Shares, Secretarial and CompanyLaw matters. He has been appointed as a Director of the Company on 31.12.2013.

Mr. Kamal Sharma is a senior Professional having wide experience in Project Management andAdministration. He has been appointed as a Director of the Company on 31.12.2013.

Mr. N. B. Kharpkar is retiring by rotation at the ensuing Annual General Meeting and is eligible forRe-appointment. He is a Qualified Professional with Qualifications like Post Graduate (Honours) inAnalytical Chemistry from Pune University and diploma in Chemical processing from Mumbai Board.He has rich Industrial experiences of over 17 years having worked in similar industries earlier.

Mr. N. K. Garg, is retiring by rotation at the ensuing Annual General Meeting and is eligible forRe-appointment. He is a Qualified Professional with Qualification like DTT (Diploma in TextilesTechnology) from M. P. Board of Technical Education with expertise in Technical Planning andControl.

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8. Disclosure :

a) Related Party transactions have been disclosed under Note No. 30 to the accounts for yearunder review and it is not conflict with the interest of the Company.

b) The Company has complied with all the mandatory requirements of clause 49 of the listingagreements with the Stock Exchanges as well as regulations and guidelines of SEBI, whereverapplicable.

c) No transaction of material nature has been entered into by the Company with the Directors orPromoters or Management and their relatives, their subsidiaries etc. that may have a potentialconflict with the interest of the Company at large. The Register of Contracts, in which Directorsare interested, was placed before the Board regularly.

d) No penalties or strictures have been imposed on the Company by the Stock Exchange or SEBIor any statutory authority on any matter related to capital markets, during the last three years asall requirements were complied with.

e) Resume and other information of the Directors proposed to be appointed/re-appointed (includingthose retiring by rotation) at the ensuing annual General Meeting are given in the Notice relatingthereto to the shareholders

f) The Company has followed all relevant Accounting Standards while preparing the FinancialStatements.

g) There are no Equity Shares of the Company held by Non-Executive Directors (both own or heldby/for other person on a beneficial basis).

h) Risk Management :

A comprehensive risk management policy for the purpose of management policy in the Companyfor periodical review by the Board of Directors has been formulated during the year. In addition,Risk Management issues are generally discussed in the Audit Committee.

i) CEO/CFO CERTIFICATION :

The Executive/Whole-time Director and Chief Financial Officer who are also heading the financefunction have confirmed to the Board that :

(a) They have reviewed financial statements and the cash flow statement for the year and thatto the best of their knowledge and belief :

(i) these statements do not contain any materially untrue statement or omit any materialfact or contain statements that might be misleading ;

(ii) these statements together present a true and fair view of the company’s affairs and arein compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of their knowledge and belief, no transactions entered into by thecompany during the year which are fraudulent, illegal or violative of the company’s code ofconduct.

(c) They accept responsibility for establishing and maintaining internal controls for financialreporting and that they have evaluated the effectiveness of the internal control systems ofthe company, pertaining to financial reporting and they have disclosed to the auditors andthe Audit Committee, deficiencies in the design or operation of internal controls, if any, ofwhich they are aware and the steps they have taken or propose to take to rectify thesedeficiencies.

(d) They have indicated to the Auditors and the Audit Committee

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(i) that there have been no significant changes in internal control over financial reportingduring the year ;

(ii) that there have been no significant changes in accounting policies during the year; and

(iii) that there are no instances of significant fraud of which they have become aware andthe involvement therein, if any, of the management or an employee having a significantrole in the company’s internal control system over financial reporting.

j) Brief Profile and other informations of the Directors proposed to be appointed / re-appointed(including those retiring by rotation) at the ensuing Annual General Meeting are given in theNotice relating thereto the shareholders.

9. Means of Communication :

a) The Annual, Half-yearly and Quarterly Results are submitted to the Stock Exchanges inaccordance with the Listing Agreement and published in an English and also in a Bengali leadingNewspaper.

b) Management Discussion & Analysis Report is forming a part of the Annual Report.

10. General Shareholder Information :

a) Annual General Meeting :- Date and Time 26th September, 2014 at 11.30 A.M.- Venue Science City Seminar Hall

JBS Haldane Avenue, Kolkata - 700 046b) Financial Calendar :

(tentative and subject to change)Financial reporting for- the Quarter ending 30th June, 2014 2nd week of August, 2014- the Quarter and Half Year ending 30th September, 2014 2nd week of November, 2014- the Quarter ending 31st December, 2014 2nd week of February, 2015- Year ending 31st March, 2015 4th week of May, 2015

c) Date of Book Closure : 19th September, 2014to 26th September, 2014

d) Dividend Payment Date : N.A.

e) Registered Office “GREEN ACRES”2, Nazar Ali Lane, Flat- 4AKolkata - 700 019

f) Listing on Stock Exchanges :

The Equity Shares of the Company are listed on the following Stock Exchanges.

Code No.

The Calcutta Stock Exchange Ltd. (CSE) 10016011

Bombay Stock Exchange Ltd. (BSE) 500138

Listing fees for the Financial Year 2013-2014 have been paid.

g) Stock Market Data :1. The Calcutta Stock Exchange : There have been no trading during

the year.2. Bombay Stock Exchange Limited : There are no Quotations appearing in

the Bombay Stock Exchange due tosuspension of Trading. Company is

20


earnestly pursuing the Exchange forresumption of trading activities.

h) Registrar and Transfer Agents : M/s. C B MANAGEMENT SERVICES (P) LIMITEDP-22, Bondel Road Kolkata – 700 019Phone No.: (033) 4011 6700/6711/6718/6723Fax : (033) 40116739E-mail : [email protected]

i) (1) Distribution of Shareholding as on 31st March, 2014

Slab of Equity No of % No. of %Shares held Shareholders Equity Shares

1 - 500 93519 97.51 8243881 36.12

501 - 1000 1780 1.86 1324656 5.80

1001 - 2000 425 0.44 603537 2.64

2001 - 3000 87 0.09 219020 0.96

3001 - 4000 26 0.03 90815 0.40

4001 - 5000 20 0.02 91688 0.40

5001 - 10000 34 0.04 227316 1.00

10001 - Above 15 0.01 12024087 52.68

Total 95906 100.00 22825000 100.00

(2) Categories of Shareholders as on 31st March, 2014

Categories Number of Amount in %Equity Shares Rs.

Promoters, Directors, Relatives andAssociated Companies 11922950 119229500 52.24

Mutual Funds 400 4000 0.00

Banks 550 5500 0.00

Foreign Institutional Investors 2525 25250 0.01

Overseas Corporate Bodies 4500 45000 0.02

Non-Resident Indians 1777162 17771620 7.78

Other Bodies Corporate 177157 1771570 0.78

Public 8939756 89397560 39.17

Total 22825000 228250000 100.00

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j) Dematerialisation of Shares and Liquidity :

Equity Shares held in Dematerialized and Physical Mode as on 31st March, 2014 were asunder :

Particulars No. of Equity Shares % of EquityShares

Held in Dematerialized form in NSDL 2186019 9.58

Held in Dematerialized form in CDSL 596221 2.61

Held in Physical mode 20042760 87.81

Total 22825000 100.00

At present, the Company’s Shares are compulsorily traded in Dematerialised Form, as pernotification issued by the Securities and Exchange Board of India (SEBI). The ISIN allottedfor the Equity Shares of the Company is INE486C01019.

k) Share Transfer System :

To expedite the Share Transfer process in the Physical segment, authority has beendelegated to the “Share Transfer cum Investors Grievance Committee”. Share transfer/transmissions approved by the Committee are placed at the Board Meeting from time totime.

l) Outstanding GDRs/ADRs/Warrants : Not Applicableor any Convertible Instruments

m) Plant Location : 1) B-129 MIDC, ButiboriNagpur - 411 108, Maharashtra

2) Urla Growth CentreRaipur, Chattisgarh

n) Investor Correspondence : Mr. S. C. Majumder“GREEN ACRES”2, Nazar Ali Lane, Flat- 4AKolkata - 700 019

DISCLOSURE OF CODE OF CONDUCT

Annual Certificate under Clause 49 (I) (D) of Listing Agreement with Stock Exchanges

DECLARATION

As required under Clause 49 (I) (D) of the Listing Agreement with the Stock Exchanges, I hereby declarethat all the Board Members and Senior Management Personnel i.e. employees in the grades of GeneralManager and above, of the Company have complied with the Code of Conduct of the Company forFinancial Year ended 31st March, 2014.

N. K. GargExecutive Director

Place : KolkataDate : 29.05.2014

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AUDITORS’ CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCEUNDER CLAUSE 49 OF THE LISTING AGREEMENT

TO THE MEMBERS OFUNIWORTH TEXTILES LIMITED

We have examined the compliance of conditions of Corporate Governance by Uniworth Textiles Limitedfor the year ended 31st March, 2014 as stipulated in clause 49 of the Listing Agreement of the saidCompany with Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Ourexamination was limited to procedures and implementation thereof, adopted by the company for ensuringthe compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression ofopinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanation given to us.

We state that such compliance is neither an assurance as to the future viability of the Company nor theefficiency or effectiveness with which the management has conducted the affairs of the Company.

For S. S. KOTHARI & CO.Chartered Accountants

Firm Registration No. 302034EA. Datta

Place : Kolkata PartnerDate : 29th May, 2014 Membership No. 5634

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AUDITORS’ REPORT

TO THE MEMBERS OF UNIWORTH TEXTILES LTD.

1. Report on The Financial Statements

We have audited the accompanying financial statements of UNIWORTH TEXTILES LTD, whichcomprise the Balance Sheet as at 31st March, 2014 and the Statement of Profit & Loss and theCash Flow Statement for the year then ended, and a summary of significant accounting policies andother explanatory information.

2. Management’s Responsibility for the Financial Statements.

Management is responsible for the preparation of these financial statements that give a true andfair view of the financial position, financial performance and cash flows of the company in accordancewith the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act,1956 (the Act) read with the General Circular dated 13th September, 2013 of the Ministry of CorporateAffairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design,implementation and maintenance of internal control relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from material misstatement,whether due to fraud or error.

3. Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. Weconducted our audit in accordance with the Standards on Auditing issued by the Institute of CharteredAccountants of India. Those Standards require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether the financial statements arefree from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosuresin the financial statements. The procedures selected depend on the auditors’ judgment, includingthe assessment of the risks of material misstatement of the financial statements, whether due tofraud or error. In making those risk assessments, the auditor considers internal control relevant tothe Company’s preparation and fair presentation of the financial statements in order to design auditprocedures that are appropriate in the circumstances but not for the purpose of expressing anopinion on the effectiveness of the entity’s internal control. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accounting estimatesmade by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion.

4. Attention is invited to the following:

(a) Pending Decision of the Board for Industrial and Financial Reconstruction (BIFR) under theSick Industrial Companies (Special Provision) Act, 1985 the accounts have been prepared onGoing Concern assumption. In the event of adverse Decision, the financial statements mayrequire necessary adjustment if the company ceases to be a Going Concern. Further more,the company has received an intimation from secured lenders that financial assistance togetherwith all security interest in respect thereof and its rights in respect thereof have been absolutelyassigned by the said lender to Asset Reconstruction Company Ltd a company formed underthe Companies Act, 1956 and registered with Reserve Bank of India as a Securitization andReconstruction Company pursuant to the necessary provisions of the Securitization andReconstruction of Financial Assets and Enforcement of Security Interest Act, 2002.

24


(b) Footnote to Note No.23 regarding interest provision on borrowing from some of the institutionsand banks made in the accounts under simple interest method at the prevailing/estimatedrates applicable on such loans in absence of relevant documents/confirmations, the impact ofwhich cannot be ascertained as well as the note therein regarding the matter of dispute betweenthe Company and the Bankers/Creditors in connection with charging of interest payment andpayment of principal.

(c) Note No.4 (Footnote), Note No.7(iii) and Note No.16(i) regarding non-receipt of confirmationsin respect of borrowings from financial institutions / banks and also debit balances in certainCurrent Accounts with banks due to restructuring being in progress, book balances thereofhave been relied upon.

(d) Note No.7 (ii) regarding application filed against the Company before Debts Recovery Tribunalfor recovery of the dues by certain banks.

(e) Note No.15 (iii) regarding non provision of certain debts.

(f) Note No. 17 (iv) regarding advance of Rs. 539 lacs due from a party, in respect of which we areunable to form any opinion as to the nature and purpose of making such advance as alsorecoverability of the same.

(g) Note No. 17 (v) regarding non-provision for advance of Rs. 211.70 lacs paid to an OverseasConsultant due to reasons stated therein.

(h) Note No.12 (i) regarding investment amounting to Rs.14.05 Lacs in and Note No. 16 (iii)regarding advance amounting to Rs. 33.90 lacs due from the Companies which have becomeSick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act, 1985.In absence of rehabilitation scheme of these companies we are unable to comment on theamount of provision, if any, which may be required.

(i) Note No.6 (Footnote) regarding estimated amount of Rs.1674.44 Lacs having been providedduring the year 2002-03 as sales claims and commission relating to earlier years from overseascustomers of the company which is pending for final settlement. The necessary adjustment forsuch claims and commission will be made after final settlement and obtaining necessary approvalfrom concerned regulatory authorities in absence of which we are unable to express our opinionon such adjustments.

Impact of our observations in the aforesaid paragraphs (a) to (i) above on the results for the yearand on the year end net assets is not ascertainable.

5. Opinion

Subject to our remarks in paragraph 4 above, in our opinion and to the best of our information andaccording to the explanations given to us, the said financial statements, read with other notesthereon, give the information required by the Companies Act, 1956 in the manner so required andalso give a true and fair view in conformity with the accounting principles generally accepted inIndia:-

a. In the case of the Balance Sheet of the State of affairs of the Company as at 31st March, 2014,and

b. In the case of the Statement of Profit & Loss of the Loss for the year ended on that date

c. In the case of cash flow statement of the Cash flows for the year ended on that date.

6. Report on Other Legal and Regulatory Requirements

i) As required by the Companies (Auditor’s Report) Order 2003 issued by the Central Governmentin terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement

25


on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable to thecompany.

ii) As required by section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledgeand belief were necessary for the purpose of our audit.

b) In our opinion, proper books of account as required by the law have been kept by theCompany so far as appears from our examination of those books.

c) The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with bythis Report are in agreement with the books of accounts.

d) In our opinion the Balance Sheet, Statement of Profit & Loss and Cash Flow Statementdealt with by this Report comply with the Accounting Standards referred to in sub-section(3C) of Section 211 of the Companies Act, 1956 read with the General Circular dated13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of theCompanies Act, 2013, except in the case of Leave Encashment which is provided onaccrual basis instead of actuarial basis as prescribed by Companies (Accounting Standard)Rules, 2006.

e) On the basis of written representations received from the Directors as on 31st March,2014 and taken on records by the Board of Directors, we report that none of Directors aredisqualified as on 31st March, 2014 from being appointed as Director in terms of clause(g) of sub-section (1) of Section 274 of the Companies Act 1956.

For S.S. KOTHARI & CO.Chartered Accountants

Firm Registration No. 302034E

A.DattaPlace : Kolkata PartnerDate : 29th May, 2014 Membership No. 5634

Annexure referred to in the Auditors’ Report to the members of UNIWORTH TEXTILESLTD on the Accounts for the year ended 31st March, 2014.

I. (a) The Company has maintained proper records showing full particular including quantitativedetails and situation of fixed assets.

(b) As stated by the Management, the Fixed Assets have been physically verified during the year/at the year-end by the Company. The physical verification so conducted did not reveal anydiscrepancies.

(c) Substantial part of the Fixed Assets has not been disposed of during the year.

II. (a) The inventory has been physically verified during the year by the Management

(b) The procedures of physical verification of inventories followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are of opinion that the companyis maintaining proper records of Inventory. The discrepancies noticed on verification betweenphysical stocks and the book records were not material.

26


III. (a) The Company has not granted any loan, secured or unsecured during the year to company,firms or other parties covered in the Register maintained under section 301 of Companies Act.

(b) The company has not taken any loan, secured or unsecured during the year from company,firms or other parties covered in the Register maintained under section 301 of the CompaniesAct.

In respect of (a) & (b) above, we have relied upon entries recorded in the register maintainedunder section 301 of the Act.

Accordingly clauses 4 (III) (a) to 4 (III) (g) of the Order are not applicable.

IV. In our opinion and according to the information and explanation given to us there are adequateinternal control procedures commensurate with the size of the Company and nature of its businessfor the purchase of inventory, fixed assets and for the sale of goods. During the course of our audit,no major weakness has been noticed in the internal controls, nor have there been any continuingfailure on the part of the Company to rectify any major weakness.

V. Based on the audit procedures applied by us and according to the information and explanationsprovided by the management, we are of the opinion that the there are no transactions that need tobe entered in the register maintained under section 301 of the Companies Act,1956. Accordinglyclause 4 (v) (b) of the Order is not applicable.

VI. The Company has not accepted deposits from the public within the meaning of section 58A and58AA of the Companies Act, 1956 during the year.

VII. The present internal audit system of the company is commensurate with the size of the companyand nature of the business.

VIII. We have broadly reviewed the books of accounts maintained by the company pursuant to the rulesmade by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 and are of the opinion that prime facie, theprescribed accounts and records have been made and maintained. We have, however, not made adetailed examination of the records with a view to determine whether they are accurate or complete.

IX. (a) According to the records of the company, the company is regular in depositing with appropriateauthorities undisputed statutory dues including Provident Fund, Investor Education & ProtectionFund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customsduty, Excise Duty, Cess and any other statutory dues where applicable.

(b) According to the information and explanations given to us, no undisputed amount payable inrespect of income tax, wealth tax, Service Tax, sales tax, customs and excise duties wereoutstanding as at 31st March, 2014 for a period of more than six months from the date, theybecome payable.

(c) According to the records of the company, the following statutory dues have not been depositedon account of dispute:

(i) Excise duty payable amounting to Rs.13676.37 lacs (including interest & penalty) underCentral Excise Act & Customs Valuation Act have not been deposited with appropriateauthorities as these are disputed by the company and lying in appeal with CEGAT Mumbai/Calcutta/New Delhi. Against the above, a deposit of Rs.0.79 Lacs has been made pursuantto the order of Excise Authorities, pending resolution of the appeal.

(ii) Amount payable amounting to Rs.37.03 Lacs in respect of Interest on Entry Tax thoughprovided has not been deposited with appropriate authorities as these are disputed by the

27


company and lying in appeal with Commercial Tax Officer, Raipur. Against the above,Rs.7.45 Lacs have been deposited.

(iii) Income Tax amounting to Rs.15.31 Lacs under Income Tax Act, 1962 as these are disputedand are lying in appeal with I.T. Appellate Authorities. However, an amount of Rs.13.50Lacs has been paid under protest.

X. The accumulated losses of the company are more than its net worth. The company has incurredcash losses during the current financial year covered by our audit and in the immediately precedingfinancial year.

XI. The Company has defaulted in repayment of dues to the Financial Institutions or banks. The Companyhas issued zero coupon debentures in an earlier year and the same has not become due forrepayment.

XII. The Company has not granted any loans and advances on the basis of security by way of pledge ofshares, Debentures and other security.

XIII. The Company is not a Chit Fund or a Nidhi/Mutual Benefit Fund/ Society

XIV. The Company is not in the business of dealing or trading in shares. Based on our examination ofrecords and evaluation of the related internal control, we are of the opinion that proper records havebeen maintained of transaction and contracts in respect of shares, securities, debentures and otherinvestments and timely entries have been made therein. We also report that the company has heldshares, securities, debentures and other securities in its own name.

XV. The Company has given guarantee for loans taken by Other Company from banks or FinancialInstitutions and the related term and conditions are not prejudicial to the interests of the company.

XVI. Based on information and explanation given to us by the Management, term Loans were applied forthe purpose of which the loans were obtained.

XVII.On the basis of our overall examination of the Balance Sheet, the fund raised on short term basishas not been used for long term investment and vice - versa.

XVIII.During the year under audit, the company has not made a preferential allotment of the shares toparties or company covered in the register maintained under section 301 of the Companies Act,1956.

XIX. The Company has not issued any debenture during the year.

XX. The Company has not made any Public issue during the year.

XXI. Based upon the audit procedures performed and information and explanations given by themanagement, we report that no fraud on or by the company has been noticed or reported during thecourse of our audit.

For S.S. KOTHARI & CO.Chartered Accountants

Firm Registration No. 302034EA.Datta

Place : Kolkata PartnerDate : 29th May, 2014 Membership No. 5634

28


BALANCE SHEET AS AT 31ST MARCH, 2014 (Rs. in 000’s)

Note No As at 31.03.2014 As at 31.03.2013

I. EQUITY AND LIABILITIES1. Shareholedrs’ Fund

a) Share Capital 2 2,28,250 2,28,250b) Reserves and Surplus 3 (22,52,223) (20,23,973) (21,37,127) (19,08,877)

2. Non-Current Liabilitiesa) Long Term Borrowings 4 8,15,052 8,05,666b) Other Long Term Liabilities 5 81 81c) Long Term Provisions 6 1,85,621 10,00,754 1,83,958 9,89,705

3. Current Liabilitiesa) Short Term Borrowings 7 7,24,537 7,61,525b) Trade Payables 8 4,13,104 4,02,544c) Other Current Liabilities 9 11,28,897 10,28,322d) Short Term Provisions 10 1,097 22,67,635 1,604 21,93,995

Grand Total 12,44,416 12,74,823

II. ASSETS1. Non-Current Assets

a) Fixed Assets 11i) Tangible Assets 80,253 60,376ii) Intangible Assets 257 386iii) Capital Work in Progress 9,977 -

b) Non-Current Investments 12 1,405 1,405c) Long Term Loans and Advances 13 2,582 94,474 2,585 64,752

2. Current Assetsa) Inventories 14 1,77,739 1,62,261b) Trade Receivables 15 7,59,084 8,63,170c) Cash and Cash Equivalent 16 11,454 9,183d) Short Term Loans and Advances 17 2,01,443 1,75,238e ) Other Current Assets 18 222 11,49,942 219 12,10,071

Grand Total 12,44,416 12,74,823

Significant Accounting Policies 1Other Disclosures 25-33

The Accompanying Notes are an integral part of the Financial Statements.

This is Balance Sheet referred to in our Report of even date. N. K. Garg

For S. S. KOTHARI & CO. Executive DirectorChartered AccountantsFirm Registration No. 302034E

A. Datta S. K. RathiPartner DirectorMembership No. 5634Place : Kolkata S. C. MajumderDate : 29th May, 2014 Company Secretary

29


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2014

(Rs. in 000’s)

Note For the year ended For the year ended

No 31.03.2014 31.03.2013

I. Revenue from Operations

a) Sale of products 3,29,651 3,23,902

Less : Excise Duty 15,993 8,401

Net Turnover 3,13,658 3,15,501

b) Other Operating Revenues 29,771 3,43,429 25,731 3,41,232

II. Other Income 19 27,978 8,222

III. Total Revenue ( I + II ) 3,71,407 3,49,454

IV. Expenses:

Cost of Materials Consumed 20 2,46,186 2,66,860

Changes in Inventories of Finished Goods,

Work in Progress & Stock in Trade 21 (8,837) (23,235)

Employees Benefits 22 57,946 53,278

Finance Cost 23 1,01,953 97,812

Depreciation and Amortisation 26 3,935 21,325

Other Expenses 24 85,320 4,86,503 77,243 4,93,283

Total Expenses 4,86,503 4,93,283

V. Profit before tax ( III - IV ) (1,15,096) (1,43,829)

VI. Tax Expenses - -

VII. Profit ( Loss ) for the period (1,15,096) (1,43,829)

VIII. Earnings Per Equity Share:

i) Basic (5.04) (6.30)

ii) Diluted (5.04) (6.30)

Significant Accounting Policies 1

Other Disclosures 25-33

See Accompanying Notes are an integral part of the Financial Statements.This is the Statement of Profit & Loss referred to in our Report of even date.

N. K. GargFor S. S. KOTHARI & CO. Executive DirectorChartered AccountantsFirm Registration No. 302034E

A. Datta S. K. RathiPartner DirectorMembership No. 5634Place : Kolkata S. C. MajumderDate : 29th May, 2014 Company Secretary

30


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014(Rs. in 000’s)

Particulars Year Ended 31.03.2014 Year Ended 31.03.2013

A. CASH FLOW FROM OPERATING ACTIVITIES :Net Profit ( Loss ) before Tax (1,15,096) (1,43,829)Adjustments For :Depreciation and amortisation expense 3,936 21,326(Profit) / Loss on Sale/Discard of Tangible Fixed Assets - (1)Interest Income (611) (426)Net (Gain) / Loss on Sale of Investment. 875 (2,906)Finance Cost 1,01,953 97,812Sundry Balances Written Off 258 186Unspent Liabilities Written Back (23,113) (289)

Operating Profit before Working Capital Changes (31,800) (28,129)

Adjustments For:Increase/(Decrease) in Other Long Term Liabilities - 5Increase/(Decrease) in Long Term Provisions 1,663 1,885Increase/(Decrease) in Short Term Provisions (508) 1,605Increase/(Decrease) in Trade Payables 10,561 4,352Increase/(Decrease) in Other Current Liabilities 1,00,576 97,584Decrease/(Increase) in Long Term Loans & Advances 3 9Decrease/(Increase) in Inventories (15,479) (27,120)Decrease/(Increase) in Trade Receivables 1,04,086 (24,877)Decrease/(Increase) in Short Term Loans & Advances (26,551) 1,28,039Decrease/(Increase) in Other Current Assets (3) (219)

Tax Expense 90 -

Net Cash Flow from/(used in) Operating Activities (A) 1,42,638 1,53,134

B. Cash Flow from Investing Activities :Interest Income 611 426Addition to Tangible Fixed Assets (10,548) (3,103)Sale of Tangible Fixed Assets - 1

Net Cash flow from/(used in) Investing activities ( B ) (9,937) (2,676)

C. Cash Flow from Financing Activities :Repayment from Long term Borrowings 9,386 5,597Proceeds from Short term Borrowings (36,988) (60,291)Net Loss on Foreign Currency Transaction (875) 2,906Interest Expense (1,01,953) (97,812)

Net Cash Flow from Financing Activities ( C ) (1,30,430) (1,49,599)

Net Increase / ( Decrease ) in Cash & Cash Equivalents ( A+B+C ) 2,271 860Closing Balance of Cash & cash Equivalents 11,454 9,183Opening Balance of Cash & cash Equivalents 9,183 8,323

Net Increase / ( Decrease ) in Cash & Cash Equivalents 2,271 860

Notes : 1. The above Cash Flow Staement has been prepared under the “Indirect Method” as set out in Accounting Standard -3 on Cash Flow Statement notif ied under theCompanies (Accounting Standards) Rules,2006.

2. Addition to Fixed Assets include movement of Capital Work in Progress during the year.

3. Proceeds from Longs term Borrowings are shown net of repayments.

4. Figures in brackets represent cash outflow from respective activit ies.

5. Cash & cash Equivalents do not include any amount which is not available to the Company for its use.

6. As breakup of Cash & cash equivalents is also available in Note No.16, reconciliaton of items of Cash & cash equivalents as per Cash Flow Statement with the equivalentitems reported in the Balance Sheet is not required.

As per our report of even date attached. N. K. Garg

For S. S. KOTHARI & CO. Executive DirectorChartered AccountantsFirm Registration No. 302034E S K RathiA. Datta DirectorPartnerMembership No. 5634 S. C. MajumderKolkata, 29th May, 2014 Company Secretary

31


1. SIGNIFICANT ACCOUNTING POLICIES

(a) BASIS OF PREPARATION

The Financial Statements have been prepared in accordance with the generally acceptedaccounting principles in India under the the historical cost convention, on accrual basis, exceptfor certain tangible assets which are being carried at revalued amounts. These financialstatements have been prepared to comply in all material aspects with the accounting standardsnotified under Section 211 (3C) Companies Act’ 1956 and on a going concern concept and thesignificant policies followed by the Company are stated hereunder:

(b) TANGIBLE ASSETS

Tangible Assets are Stated at Cost including pre-operative expenses allocated to respective assets inproportion to cost thereof.

(c) DEPRECIATION AND AMORTISATION

i) The full value of leasehold land is amortized over the period of lease.

ii) Depreciation on Tangible Assets has been provided under straight-line method on pro-rata basis atrates prescribed in Schedule XIV of the Companies Act, 1956 (As amended).

iii) The total value of Intangible Assets are amortized over the period of five Years.

(d) IMPAIRMENT OF ASSETS

An assets is treated as impaired when the carrying cost of assets exceeds its recoverable value. Animpairment loss is charged to the Statement of Profit and Loss in the year in which an asset is identifiedas impaired. The impairment loss recognized in prior accounting period is reversed if there has been achange in the estimate of recoverable amount.

(e) INVESTMENTS : At lower than the cost, after writing down Permanentdiminution in value.

(f) INVENTORIES

Basis of Valuation

Raw Material : At Cost

Stores & Spare parts : At Weighted Average Cost

Work in Process & Finished Goods : At Cost or Market Value whichever is lower, Cost for this topurpose is determined with reference to cost of materials,labour and appropriate Overhead.

Waste Stock : At estimated realizable value.

(g) FOREIGN EXCHANGE TRANSACTIONS

Foreign Exchange Transactions during the year are accounted for at average rates of exchange of themonth immediately preceding the month of transactions. Exchange Loss or Gain on settlement made atrates prevailing on the date of actual payments/realization is disclosed as such in the Accounts. Debt/Liabilities in foreign currencies remaining unsettled at year end are converted at year end rates.

NOTES TO THE FINANCIAL STATEMENTS

32


(h) BORROWING COSTS

Borrowing costs, if attributable to the acquisition and construction of a qualifying asset are capitalized aspart of cost of the asset. Borrowing costs other than above nature are recognized as expenses in theperiod in which these are incurred.

(i) EMPLOYEES BENEFITS

a) Defined Benefit Scheme: For defined benefit scheme the cost of providing benefit is determinedusing the projected unit credit method with actuarial valuation being carried out at each balancesheet date. The retirement benefit obligation recognized in the balance sheet represents the value ofdefined benefit obligation as reduced by fair value of planned assets. Actuarial gain and losses arerecognized obligation in full during the period in which they occur.

b) Leave Encashment is accounted for an accrual basis.

(j) REVENUE RECOGNITION

Items of Income & Expenditure are recognized on accrual basis.

(k) SALES

Sales includes inter unit transfers.

(l) TAXATION

Current Tax if any, determined on the basis of the amount of tax payable under the Income Tax Act, 1961.

Deferred Tax Liability/ Assets subject to consideration of prudence are recognized & carried forward onlywhen there is reasonable certainty that sufficient taxable income will be available against which suchDeferred Tax Liabilities/Assets can be adjusted.

(m) PROVISION AND CONTINGENT LIABILITES:

The company recognizes a provision when there is a present obligation as a result of a past event thatprobably requires an outflow of resources and a reliable estimate can be made of the amount of theobligation. A disclosure for a contingent liability is made when there is a possible obligation or a presentobligation that may, but probably will not, require an outflow of resources. Where there is possible obligationor a present obligation and the likelihood of outflow of resources is remote, no provision or disclosure forcontingent liability is made. Contingent liabilities are generally not provided for in the accounts and aredisclosed separately in Notes on Accounts.

(n) EARNING PER SHARE

Basic earning per share is calculated by dividing the net profit or loss for the period attributable to equityshareholders by weighted average number of equity shares outstanding during the period. The weightedaverage number of equity shares outstanding during the period and for all periods presented is adjustedfor the events, such as bonus share, other than conversion of potential equity shares that have changedthe number of equity shares outstanding, without a corresponding change in resources. For the purposeof calculating, diluted earning per share, the net profit or loss for the period attributable to equity shareholdersand the weighted average number of shares outstanding during the period is adjusted for the effects of alldilutive potential equity shares.


33



(Rs. in 000’s)

Particulars 2013-14 2012-13

2. Share Capital :

a) Authorised :

67000000 Equity Shares of Rs. 10/- each (Previous Year 6,70,000 6,70,00067000000 Equity Shares of Rs. 10 /- each)

11600000, 10% Cumulative Redeemable Preference 5,80,000 5,80,000Shares of Rs. 50/- each (Previous Year 10% CumulativeRedeemable Preference Shares of Rs. 50/- each)

Total 12,50,000 12,50,00

b) Issued, Subscribed & Paid Up :

22825000 Equity Shares of Rs.10/- each (Previous Year 2,28,250 2,28,25022825000 Equity Shares of Rs. 10/- each)

Total 2,28,250 2,28,250

c) Reconciliation of the number ofEquity Shares Outstanding :


Nos. Nos. Nos. Nos.

Number of Shares outstanding at thebeginning of the year 2,28,25,000 2,28,25,000

Number of Shares outstanding at theend of the year 2,28,25,000 2,28,25,000

d) Shares in the Company held by eachShareholders holding more than 5% Shares

Name of Shareholders Number of % of Number of % ofShares held Share held Shares held Share held

Nos. Nos. Nos. Nos.

Uniworth Limited 5,687,500 24.92 5,687,500 24.92

Uniworth Project Limited 4,025,000 17.63 4,025,000 17.63

Aviante International Limited 1,405,000 6.16 1,405,000 6.16

e) Rights, Preferances and Restrictions attached to Shares Issued :

Each Equity Shareholder holding shares of Rs. 10/- each is eligible for one vote per share held and is entitled todividend when proposed by the Board of Directors subject to the approval of the sharesholders in the AnnualGeneral Meeting. Each Equity Shares holders is entitled to participate in repayament of Capital on liqudation afterall secured creditors have been paid.

34



3. Reserve & Surplus : (Rs. in 000’s)

Particulars As at 31st Addition Deduction As at 31stMarch, 2013 March, 2014

a) Capital Reserve 4,828 - - 4,828

b) Surplus (21,41,955) (1,15,096) - (22,57,051)

Total (21,37,127) (1,15,096) - (22,52,223)


4. Long Term Borrowings :a) Bonds / Debentures

Secured4750000 Zero Coupon Redeemable Debentures of Rs. 100/- each 4,75,000 4,75,000(Previous Year 4750000 Redeemable Debentures of Rs. 100/- each)

Terms of repayment :At par on September 30, 2014 with a right to the company to redeemwhole or part of the debenture amount earlier than the due date ofredemption as may be decided by the company and also to vary/alteror modify the terms of issue with mutual consent including the option toconversion of the debenture amount into Equity Share at par Value.

Nature of Security :Appropriate charges on all assets of the company, subject to andover and above charges, if any created earlier in favour of term lenders/Bank/Third Parties.

b) Term LoanFrom Banks / Financial InstitutionsSecured :Rupee Loan 1,93,552 1,93,552Funded Interest 46,637 46,637Foreign Currency Loan 99,863 3,40,052 90,477 3,30,666

Terms of Repayment :As per original agreement all the Term Loans Become due forrepaymentment. However, the company’s negotiation with termlender’s for the rescheduling is in process.

Nature of Security :The Term Loan from Financial Institutions are secured/to be securedby, a first mortgage and charge on all the Company’s immovable andmovable assets present and future and charge on current assets subjectto prior charge created and/or to be created thereon to secure borrowingsfor Working Capital in the ordinary course of business. The firstmortgageand charge referred to above shall rank pari passu interse.

Total 8,15,052 8,05,666

Notes : The outstanding balance of borrowings from the banks and Financial Institutions for Term Loans are subject toreceipt of confirmation/statements which could not be obtained due to restructuring being in progress.

35



(Rs. in 000’s)


5. Other Long Term Liabilities :OthersSecurity Deposit from Employees 81 81

Total 81 81

6. Long Term Provisions :

i) Provision for Employees BenefitsGratuity 14,130 12,905Leave Encashment 4,046 18,176 3,608 16,513

ii) OthersProvision for Commission on Export Bills 64,930 64,930Provision for Claim on Export Bills 1,02,515 1,67,445 1,02,515 1,67,445

Total 1,85,621 1,83,958

Notes : The final settlement in respect of Sales claims & Commission provided during the Year 2002-2003 for Rs.1674.45Lacs is still pending and the necessary adjustment for such claims and commission will be made after finalizationon receipt of necessary approval from concerned regulatory authority.

7. Short Term Borrowings :a) Loan Repayble on Demand

i) From BanksSecured :Packing Credit 70,177 70,177Foreign Bill Discount 1,25,823 1,25,823Cash Credit 20,000 2,16,000 20,000 2,16,000

Unsecured :Book Overdraft From Banks 1,89,421 1,87,436

b) Loans and Advances from Related Parties :Uniworth Limited 3,19,116 3,58,089

Total 7,24,537 7,61,525

Notes :i) Working Capital Loans etc. from Banks are secured /to be secured by first charges by way of hypothecation on the

company’s stock of Raw Materials, Consumable stores, Semifinished & Finished Goods and book debts present &future.

ii) State Bank of India and Punjab & Sind Bank have filed applications against the Company before the Debt RecoveryTribunal, Kolkata for the recovery of their dues.The matters are pending and lying subjudice.

iii) The outstanding balance of borrowings from the banks for Working Capital Loans, Overdraft and Cash Credit aresubject to receipt of confirmation/statements which could not be obtained due to restructuring being in progress.

36



(Rs. in 000’s)


8. Trade Payble :Total Outstanding Dues of Micro, Small & Medium Enterprises 921 1,094Total Outstanding Dues other than Micro, Small & Medium Enterprises 4,12,183 4,01,450

Total 4,13,104 4,02,544

Note :

i) The Company has amounts due to suppliers under theMicro,Small and Medium Enterprises DevelopmentAct,2006 (MSMED Act) as at 31st March’ 2014 as under:

The Principal amount and Interest due theeon remaining un-paid toany supplier as at the end of the year 921 1,094

The amount of Interest paid in terms of Section 16 along with theamount of the payment made to the supplier beyond the appointedday during the year.

The amount of interest due and payble for the period of delay payment(which have been paid but beyond the appointed day during the year)but without adding the interest specified under this Act.

The amount of Interest accrued and remaining unpaid at the end of the year.

The amount of Interest remaining due and payable even in the succeedingyears, until such date when the interest dues as above are actualy paid tothe small enterprise.

The information has been given in respect of the vendors to theextent they could be identified as “Micro and Small” enterprise onthe basis of information available with the Unit of the Company.

9. Other Current Liabilities :a) Interest Accrued and Due on Borrowings

On Term Loans 4,57,496 4,21,731On Working Capital Loans etc. 5,91,930 10,49,426 5,35,128 9,56,859

b) Other PayablesAdvance from Customers 39,654 39,201Contribution to PF and Other Funds 693 576Salary Wages & Bonus 1,438 1,433E C G C 3,424 3,424Vat Payable - 60Excise Duty Payable - 564Entry Tax Payable 3,558 3,587Cess Payable 216 216Tax Deducted at Sources 394 228Sales Commission Payable 11,188 12,130Audit Fees 135 128Power & Fuel 232Rent 1,095 1,141Miscellaneous Liabilities 17,444 39,817 8,775 32,262

Total 11,28,897 10,28,322

37



(Rs. in 000’s)


10. Short Term Provisions:Provision for Employee BenefitsGratuity 1,097 1604

Total 1,097 1,604

ii) Intangible Assets

DESCRIPTION OF GROSS BLOCK AMORTISATION IMPAIREMENT NET BLOCKASSETS

As at Addition Disposals As at Upto For the Disposals Upto As at Reversed Provided As at As at As at1.04.13 31.03.14 1.04.13 Year 31.03.14 1.04.13 during during 31.03.14 31.03.14 31.03.13

the Year the Year

Computer Software

-acquired 644 - - 644 258 129 - 387 - - - - 257 386

-internally - - - - - - - - - - - - - -

-generated - - - - - - - - - - - - - -

Total 644 - - 644 258 129 - 387 - - - - 257 386

Previous Year 644 - - 644 129 129 - 258 - - - - 386 -

11. Fixed Assets

i) Tangible Assets

DESCRIPTION OF GROSS BLOCK DEPRICIATION IMPAIREMENT NET BLOCKASSETS

As at Addition Disposals As at Upto For the Disposals Upto As at Reversed Provided As at As at As at1.04.13 31.03.14 1.04.13 Year 31.03.14 1.04.13 during during 31.03.14 31.03.14 31.03.13

the Year the Year

Land

Freehold 4,568 – – 4,568 – – – – – – – 4,568 4,568

Leasehold 6,507 396 – 6,903 937 78 – 1,015 – – – – 5,888 5,570

Building 96,363 96 – 96,459 53,973 2,955 – 56,928 2,678 – – 2,678 36,853 39,712

Plant AndEquipments 6,86,506 – – 6,86,506 6,04,925 187 23,109 5,82,003 75,092 – – 75,092 29,411 6,489

Furniture And Fixture 8,669 16 – 8,685 7,463 136 – 7,599 – – – – 1,086 1,206

Vehicle 3,365 – – 3,365 3,029 85 4 3,110 – – – – 255 336

Office Equipment 6,530 29 1 6,558 4,572 275 – 4,847 – – – – 1,711 1,958

Computer 5,925 34 – 5,959 5,388 90 – 5,478 – – – – 481 537

Total 8,18,433 571 1 8,19,003 6,80,287 3,806 23,113 6,60,980 77,770 – – 77,770 80,253 60,376

Previous Year 8,15,332 3,102 1 8,18,433 6,59,092 21,197 2 6,80,287 77,770 – – 77,770 60,376 –

38



(Rs. in 000’s)


12. Non-Current Investments

a) Investments in Equity instrumentsBodies Corporate :

Quoted Fully Paid-up

i) Uniworth Ltd.1260250 Equity Shares of Rs.10/-each(Previous Year 1260250 Equity Sharesof Rs.10/- each) 1,323 1,323

Un-Quoted Fully Paid Up

ii) KDL Pharma Ltd.1500000 Equity Shares(Previous Year 1500000 Equity Shares) 15 15

iii) Uniworth Power Ltd.900 Equity Shares(Previous Year 900 Equity Shares) – 1,338 – 1,338

b) Investments in Debentures or Bonds

Quoted Fully Paid-up

i) Uniworth Ltd.1650 Non Convertible Debentures of Rs.10/- each 67 67(Previous Year 1650 Non ConvertibleDebenrures of Rs.10/-each)

Less : Provission for diminution invalue of Investments – –

Total 1,405 1,405

Aggregate value of Quoted Investment 1,390 1,390

Market value of Quoted Investment 844 1,033

Aggregate value of Un-Quoted Investment 15 15

Aggregate Provission for diminution in value of Investments – –

Note :

i) Investment includes Rs.14.05 Lacs being amount of shares in Companies which have become Sick and registered/referred to BIFR under the Sick Industrial Companies (Special Provisions) Act, 1985. No provision has, however, beenconsidered necessary by the management at this stage.

ii) Quoted Investment worth Rs.13.23 Lacs have been lent to another Company.

iii) Investment Valued at Lower of Cost after writing down permanent dimunition in Value.

39



(Rs. in 000’s)


13. Long Term Loans and Advancesa) Security Deposits

Unsecured,Considered Good :With Government 2,353 2,353Others 229 2,582 232 2,585

Total 2,582 2,585

14. Inventoriesa) Raw Materials 68,738 59,713b) Work in Progress 53,204 33,668c) Finished Goods 48,154 59,162d) Stock in Trade - -e) Stores & Spares 6,450 8,834f) Others: – -

Stock in Transit - -Scrap 1,193 884

Total 1,77,739 1,62,261

Note : Mode of valuation - Refer Accounting Policy Note-1(f)

15. Trade ReceivablesUnsecured,Considered Good :Outstanding for a period exceeding six month 6,87,386 7,11,385Other Debts 71,698 7,59,084 1,51,785 8,63,170

Doubtful :Outstanding for a period exceeding six month 21,007 21,007Less: Provision for doubtful debts 21,007 - 21,007 -

Total 7,59,084 8,63,170

Note :(i) Efforts are made for recovery of Trade Recievable (including certain Domestics Sales Debts) In respect of the above

debts adjustment are pending against supplies and other liabilities etc due to the buyers.The Management is confident of recovering the balance after such adjustments pending approval from the concernedregulatory authority.

(ii) Trade Recievable include :-Overdue Export Bills amounting to Rs.2060.62 Lacs outstanding for long after realization of Rs.236.03 Lacs from suchdebtors till 31.03.2014 pursuant to a decree in UK Court.The Management considered that the remaining portion of the debt which is not covered by above decree will be fullyadjustable against dues to the party in respect of supplies etc. on receipt of approval from the regulatory authorities.

(iii) Trade Recievable (over 6 months) also include Rs.1025.28 Lacs due from a customer based in UK in respect ofconsignment made to them for which suits have been filed by the company for recovery of the dues.The Managementhas been legally advised that such dues will be recovered.

(iv) Trade Recievable includes Rs. 176.68 Lacs due from the companies which have become sick and refereed to BIFRunder Sick Inndustrial Companies ( Special Provisions ) Act, 1985. In the absence of rehabiliation scheme amount ofprovision if any required has not been ascertained at this stage.

40



(Rs. in 000’s)


16. Cash and Cash Equivalenta) Balances with Banks

In Current Account 5,518 3,987Fixed Deposit with Bank 4,447 9,965 4,250 8,237

b) Cash on hand 1,489 946

Total 11,454 9,183

Notes :i) Current Account with Banks includes Rs. 66586/- which are subject to receipt of confirmations/statements.ii) Fixed Deposit receipt of Rs.41.79 Lacs have been pledged as security against Bank Guarantee.

17. Short Term Loans and Advancesa) Loans and Advances to Related Parties 54,072 45,825

Unsecured,Considered Good:Doubtful:Doubtful Advance 3,389 3,389Less: Provision for Doubtful Advance 3,389 - 3,389 -

b) Others:Unsecured,Considered Good:Advance to Suppliers 6,017 31,295Vat Receivable 6,049 5,824TDS Receivable 1,183 1,130Advance Tax 1,560 1,649Excise Duty Receivable 3,780 4,687Entry Tax Deposit 745 745Claims Receievable from Banks 6,306 6,306Prepaid Expenses 620 480Miscellaneous Advances 1,21,111 1,47,371 77,297 1,29,413

Total 2,01,443 1,75,238

Notes :

i) Claims receivable from various banks amounting to Rs.63.06 Lacs on account of excess interest charged by them inearlier years which are subject to confirmation. However as explained by the Management the Banks have not disputedthe claims.

ii) The Miscellaneous Advances includes dues from certain Banks amounting to Rs.299.87 Lacs settlement of which ispending restructuring.

iii) Loans and Advances includes Rs. 33.90 Lacs due from the companies which have become sick and refereed to BIFRunder Sick Inndustrial Companies ( Special Provisions ) Act, 1985. In the absence of rehabiliation scheme amount ofprovision if any required has not been ascertained at this stage.

iv) Advances include Rs. 539.00 Lacs due from a party, which in the opinion of the management is considered to be fullyrecoverable.

v) During the year the company paid Rs 211.70 Lacs as advance to overseas consultant on the basis of Advance Invoiceraised by the Consultant for providing technical knowhow and marketing assisstance. The consultant failed to provideneccassary services and the Management is contemplating legal action against him. As the extent of recoverabilty ofthe amount is presently unascertainable, no provision has been made for the same.

41



(Rs. in 000’s)


18. Other Current AssetsInterest Receivable 222 219

Total 222 219

19. Other Incomea) Interest Income (Tax Deducted at Source

Rs.28330/- (Previous Year Rs.29833/- ) 611 426b) Other Non-Operating Income (Net) 27,367 7,796

Total 27,978 8,222

20. Cost of Materials ConsumedRaw Materials 2,46,186 2,66,860

Total 2,46,186 2,66,860

21. Change in Inventoriesa) Closing Stock:

Finished Goods 48,154 59,163Work in Progress: 53,205 33,668Scrap 1,193 1,02,552 884 93,715

b) Opening Stock :Finished Goods 59,163 30,933Work in Progress: 33,668 38,297Scrap 884 93,715 1,250 70,480

Total (8,837) (23,235)

22. Employees Benefits ExpenseSalaries and Wages 50,251 46,138Contribution to Providend Fund and Other Fund 4,127 3,900Staff walfare Expense 3,568 3,240

Total 57,946 53,278

23. Finance Costa) Interest Expense 92,567 92,215b) Net Gain / Loss on Foreign Currency. 9,386 5,597

(In respect of Foreign Currency Borrowing.)

Total 1,01,953 97,812

Notes :

1. Interest provision on borrowing from some of the institutions and banks has been made in the accounts at prevailing/estimated rates on simple interest basis applicable on such loans. The impact of compound interest Penal chargeswherever applicable could not be ascertained. Besides there is dispute between the Company and Bankers/Creditors,over the issue of charging interest and payment to the Bankers/Creditors of interest and principal amount.The Bankers/Creditors have approached appropiate court of law for recovery of its due which is being defended by the Company.

42



(Rs. in 000’s)

2013-14 2012-13

24. Other ExpensesStores & Spare parts Consumption 15,412 14,345Rent 120 31Rates & Taxses 508 411Insurance 647 535Power & Fuel 25,151 24,882Repairs & Maintanance of Plant & Machinery 5,532 3,283Repairs & Maintanance of Building 347 239Repairs & Maintanance Others 354 1,122Processing Charges 2,789 2,815Material handling Charges 371 331Bank Charges 477 652Travelling & Conveyance 11,381 8,395Directors Fees 34 30Payment to Auditors 179 167Brokarage & Commission 2,968 3,252Leagal and Professional Expense 5,234 5,095Sales Promotion 65 67Postage and Telegram 1,266 1,422Freight & Forwarding 1,874 2,310Stock Exchange Listing Fees 126 127Provision for Doubtful Debt/ Doubtful Debts Written Off - -Sundry Balances Written Off 258 186Loss on Foregn Exchange 875 -Previous Year Adjustment 290 736Miscellaneous Expenses 9,062 6,810

Total 85,320 77,243

25. Contingent Liabilities and Commitments(To the extent not provided for)i) Contingent Liabilities

a) GuaranteesLetter of Credit 16,970 16,970Bank Gurantee 4,179 4,005Corporate Gaurantee 2,00,000 2,21,149 2,00,000 2,20,975

b) Other money for which the companyis contingently liable:Excise Demands 13,67,637 13,70,159Income Tax 1,531 1,531Demands are in various forums/Authorities. 1,450 13,70,618 1,450 13,73,140

Total 15,91,767 15,94,115

ii) CommitmentsEstimated Amount of Contracts remaing to be executed 11,972 -on Capital Account and not provided for

Total 11,972 -

43



(Rs. in 000’s)


26. Additional Information1. a) Depreciation and Amortizartion Expense

Tangible Assets 3,807 21,197

Intangible Assets 128 128

Total 3,935 21,325

b) Net Gain / (Loss) on Foreign Currency Transaction (875) 2,906(Other than Finance Cost)

c) Payments to Auditors

Audit Fees 100 100

Taxation Matter 25 25

Other Services 37 22

Reimbursement Of Expenses 17 20

Total 179 167

d) Prior Period Expenses

Travelling Expenses – 15

Exgratia – 247

Water Charges – 46

Incentives – 161

Discount on Sales – 26

Legal Professional 253 134

Clearing & Forwarding 32 107

Common Expenses 5 –

Total 290 736

2. Raw Material consumption (Under Broad Head)2013-14 2012-13

Qty Value Qty Value

Pure Wool 213045 91,972 188367 73,166

Poly Wool 600951 1,46,983 721557 1,87,491

Others 16664 7,231 50678 6,203

Total 8,30,660 2,46,186 9,60,602 2,66,860

3. Work In Progress (Under broad head)2013-14 2012-13

Qty Value Qty Value

Pure Wool 104313 24,145 74297 12,371

Poly Wool 121801 23,062 82616 14,673

Others 20784 5,997 23463 6,623

Total 246898 53,204 180376 33,667

44



(Rs. in 000’s)


4. a) Value of imports calculated on C.I.F basis by thecompany during the financial year in respect of –I. Raw Materials 7,749 695II. Componants and Spare Parts 4,368 316III. Capital Goods 2,176 921

b) Expenditure in Foreign Currency during the financial yearI. Travelling 3,435 2,068II. Commission to Selling Agent 360 445III. Others - -

c) Total value of Imported and Indigenous materials consumedI. Raw Material

Imported 7,749 -Indigenous 2,38,437 26,686

Total 2,46,186 26,686

II. Spare Parts and ComponantsImported 4,605 2,030Indigenous 10,807 12,315

Total 15,412 14,345

d) Earnings in Foreign ExchangeI. Export of Goods calculated on F.O.B. Basis. 190985 250052II. Royalty, Know-how, Professional and Consultation Fees.- -III. Interest and Dividend - -IV. Other Income - -

27. The Company is a Sick Industrial Undertaking and has been registered with BIFR u/s 15 (1) of the Sick IndustrialCompanies (Special Provisions) Act, 1985.Act, 1985.The Restructuring Scheme of the company is under preparation.However, these Accounts have been prepared on a Going Concern basis as the Management is of the view that thegoing concern assumption is not vitiated.

28. Trade Payable, Trade Receivable and Advances are subject to confirmation.

29. Advances include Rs.30000/- (Previous year Rs.166283/-) being amount due from an officer of the company (Maximumamount due at any time during the year Rs.178352/- (Previous Year Rs.634588/-).

30. Related Party Disclosures under AS - 18i) Related Parties Relationship :

a) Key Management PersonnelMr N K Garg (Executive Director)

b) Other Related PartiesUniworth LimitedUniworth Apparel Limited

Note: The enterprise listed under (b) above over which Key Management Personnel are able to exercise signficantinfluence.

45



ii) Details of Transaction with Related Parties 2013-14

Type of Related Parties Nature of Volume of Outstanding as on 31.03.14 Volume of Outstanding as on 31.03.13Transaction Transaction Receievable Payable Transaction Receievable Payable

(Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs)a) Key Management Personnel

Mr N K Garg Remuneration 5.48 0.30 - 3.05 1.66 –Director Fees - - - 0.30 – –

b) Other Related Parties

Uniworth Limited Purchase of Goods 1,023.96 - 1,756.57 1,495.66 – 2,188.02Sale of Service (Job Work) - 540.72 - 115.00 458.25 –Common Expenses 83.89 - 1,441.40 96.67 – 1,396.73Gurantee 126.71 2,000.00 - - 2,000 –

Uniworth Apparel Sale of Goods - 176.68 – 176.68 176.68 –Limited Expenses - 25.90 - 25.90 25.90 –

Advance - 8.00 - 8.00 8.00 –

The transactions with the key Management Personnel have been shown elsewhere in Notes on Accounts.

31. a) The disclosures required under Accounting Standard 15 “Employee benefits” notified in the companies(Accounting Standard) Rules 2006 are given below :Contribution to Defined Contribution Plan recognized and charged off for the year are as under :

2013-14 2012-13(i) Employer’s contribution to Provident Fund Rs.1499511/- Rs.1439095/-

(The company makes contribution to Govt. Statutory Fund.)

Contribution to Family Pension Fund Rs.1576969/- Rs.1413689/-

(ii) Defined Benefit Plan :The employee’s gratuity fund scheme is a defined benefit plan. The present value of obligation is determinedon the basis of actuarial valuation using Projected Unit Credit method. Consequent on the valuation by actuaries,the gratuity liability as on 31.3.2014 stood at Rs 152.28 lacs.Leave is accounted for an accrual basis.

Gratuity GratuityUnfunded Unfunded

(Rs. in Lacs) (Rs. in Lacs)

b) Defined obligation at the beginning of the year 145.10 112.24Current Service Cost 9.16 9.87Interest Cost 13.06 9.26Actuarial (Gain)/Loss (10.67) 14.48Benefit paid (4.37) (0.74)

Present Value of defined benefit obligation at the end of the year 152.28 145.11

c) Reconciliation of fair opening and balances of fair value of Plan Assets :Fair value of plan assets at the beginning of the year - -Actual Return on Plan Assets - -Employer contribution - -Benefit payments - -

Plan Assets at the end of the year - -

NOTES TO THE FINANCIAL STATEMENTSGratuity Gratuity

Unfunded Unfunded(Rs. in Lacs) (Rs. in Lacs)

d) Reconciliation of Net Assets/Liability recognizedin the Balance Sheet as on 31st March 2014:(Net Assets / Liability) recognized in the BalanceSheet as at 31st March’ 2014. 145.10 112.24Employer’s Expenses 11.55 33.61Employer’s contributions - -Benefit paid (4.37) (0.74)(Net Assets / Liability) recognized in BalanceSheet at 31.3.2014 152.28 145.11

e) Expenses recognised in the Statement of Profit & LossCurrent Service Cost 9.16 9.87Interst on Obligation 13.06 9.26Expected return on Plan Assets - -Actuarial (Gain)/Losses recognised in the year (10.67) 14.48Past Service Cost - -(Gain)/Losses on curtailments an sattlement - -

Total Expenses recognised in Profit & Loss 11.55 33.61

Note: Above information have been compiled on the basis of Certificates issued by the Actuaries.

32. Earning Per Shares 2013-14 2012-13

a) Net Profit/(Loss) after tax available for equity shareholders (Rs. in 000’s) (115096) (143829)b) Weighted average number of Basic Equity Shares of Rs.10/-

each outstanding during the year. (No.of shares) 22825000 22825000c) Weighted average number of Diluted Equity Shares of Rs.10/-

each outstanding during the year.(No.of shares) 22825000 22825000d) Basic Earning Per Shares (Rs) a/b (5.04) (6.30)e) Diluted Earning Per Shares (Rs) a/c (5.04) (4.23)

33. The previous year’s figures have been reworked, regrouped, rearranged and reclassified wherever necessary andpracticable. Amounts and other disclosures for the preceding year are included as an integral part of the current yearfinancial statements and are to be read in relation to the amounts and other disclosures relating to the current year.

As per our Report Annexed. N. K. GargFor S. S. KOTHARI & CO. Executive DirectorChartered AccountantsFirm Registration No. 302034E

A. Datta S K RathiPartner DirectorMembership No. 5634Place : Kolkata S. C. MajumderDate : 29th May, 2014 Company Secretary

46


Uniworth Textiles LimitedCIN : L17299WB1992PLC055442

Registered Office : ‘Green Acres’, 2, Nazar Ali Lane, Flat-4A, Kolkata - 700 019

ATTENDANCE SLIP

PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL

DP ID* Folio No.

Client ID* No. of Shares Held

NAME AND ADDRESS OF THE SHAREHOLDER

I hereby record my presence at the 22ND ANNUAL GENERAL MEETING of the Company held at Science City, Seminar Hall, JBSHaldane Avenue, Kolkata - 700 046 on Friday, the 26th day of September, 2014 at 11.30 A.M.

* Applicable for investors holding shares in electronic form.Signature of Member / Proxy



PROXY FORMForm No. MGT-11

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the member(s): E-mail Id:

Registered address: Folio No / DP ID & Client ID:

I/We, being the member(s) of .............................................................................. shares of Uniworth Textiles Limited, hereby appoint :

1) .................................................................................. of......................................having e-mail id......................................or failing him

2) .................................................................................. of......................................having e-mail id......................................or failing him

3) ................................................................................... of......................................having e-mail id..........................................................

and whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 22nd Annual

General Meeting of the Members of the Company will be held at Science City, Seminar Hall, JBS Haldane Avenue, Kolkata - 700 046 on

Friday, the 26th day of September, 2014 at 11.30 A.M. and at any adjournment thereof in respect of such resolutions as are indicated below:

Affix

Revenue

Stamp

Resolution Nos.

1. Adoption of Financial Statement for year ended 31st March 2014.

2. Re-appointed of Mr. N. B. Kharpkar, who retires by rotaion.

3. Re-appointed of Mr. N. K. Garg, who retires by rotation.

Signed this..............day of................2014

Signature of Shareholder(s) :

Signature of Proxyhoder(s) :

Note : (1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Companynot less than 48 hours before the commencement of the meeting.

(2) A Proxy need not be a member of the Company.

4. Re-appointed of Auditors and fixing their remuneration

5. Appoinment of Mr. S. K. Rathi as an Additional Director

6. Appoinment of Mr. Kamal Sharma as an Additional Director.



ANNEXURE TO THE NOTICE DATED 29TH MAY, 2014 FOR E-VOTING AT THE ANNUAL GENERAL MEETING

TO BE HELD ON 26TH SEPTEMBER, 2014

Name & Registered Address

of the Sole / First named Shareholder :

Name(s) of Joint holder(s), if any :

Folio No. / DP ID & Client ID :

Number of Share(s) held :

Dear Shareholder,

Subject : Process and manner for availing E-voting facility

Pursuant to provisions of Section 108 of the Companies Act, 2013 read with the Companies (Management and

Administration) Rules, 2014 the Company is pleased to offer e-voting facility to the members to cast their votes

electronically on all resolutions set forth in the Notice dated 27th May, 2014 as an alternative to participation at the

22nd Annual General Meeting to be held on Friday, the 26th day of September, 2014 at 11.30 A.M. The Company

has engaged the services of National Securities Depository Limited (“NSDL”) to provide e-voting facilities. The

e-voting facility is available at the link https://www.evoting.nsdl.com

The electronic voting particulars are set out below :

EVEN User ID Password(E-voting event number)

The e-voting facility will be available during the following voting period :

Commencement of e-voting End of e-voting

18th September, 2014 from 9.00 A.M. IST 19th September, 2014 till 6.00 P.M. IST

Please read the instructions printed in points no. (f) of the Notes of the Notice of AGM before exercising thevote

By Order of the Board

Uniworth Textiles Limited

S. K. Rathi

Director

REGISTERED BOOK POST

If undelivered, please return to :UNIWORTH TEXTILES LIMITED‘Green Acres’2, Nazar Ali Lane, Flat-4AKolkata - 700 019

FORM B

.Format of covering letter of the Annual Audit Report to be filed with the Stock Exchange

1. Name of the Company Uniworth Textiles Limited

2.

3.

Annual Financial Statementsfor the Year ended Type of Audit Qualification

31st March 2014

(a) Pending Decision of the Board for Industrial and Financial Reconstruction (BIFR) under the Sick Industrial Companies (Special Provision) Act, 1985 the accounts have been prepared on Going Concern assumption. In the event of adverse Decision, the financial statements may require necessary adjustment if the company ceases to be a Going Concern. Further more, the company has received an intimation from secured lenders that financial assistance together with all security interest in respect thereof and its rights in respect thereof have been absolutely assigned by the said lender to Asset Reconstruction Company Ltd a company formed under the Companies Act, 1956 and registered with Reserve Bank of India as a Securitization and Reconstruction Company pursuant to the necessary provisions of the Securitization and Reconstruction of Financial Assets and Enforcement of SecurityInterest Act, 2002.

(b) Footnote to Note No.23 regarding interest provision on borrowinq from some of the institutions and banks made in the accounts under simple interest method at the prevailing/estimated rates applicable on such loans in absence of relevant documents/confirmations, the impact of which cannot be ascertained as well as the note therein regarding the matter of dispute between the Company and the Bankers/Creditors in connection with charging of interest payment and payment of principal.

(c) Note No.4 (Footnote), Note No.7(iii) and Note No.16(i) regarding non-I receipt of confirmations in respect of borrowings from financial institutions / banks and also debit balances in certain Current Accounts with banks due to restructuring being in progresf?:i';'-"'-";

, sv O,,..,.' .~ '.'\ ex {~f?~I;'.1/ ...~" tP '\ t.i 6' :~,;~ l \ ...1 '\",':~:~~?_-<;;:.,!/

book balances thereof have been relied upon.

(d) Note No.7 (ii) regarding application filed against the Company before Debts Recovery Tribunal for recovery of the dues by certain banks.

(e) Note NO.15 (iii) regarding non provision of certain debts.

(f) Note No. 17 (iv) regarding advance of Rs. 479 lacs due from a party, in respect of which we are unable to form any opinion as to the nature and purpose of making such advance as also recoverability of the same.

(g) Note No. 17 (v) regarding nonprovision for advance of Rs. 211.70 lacs paid to an Overseas Consultant due to reasons stated therein.

(h) Note NO.12 (i) regarding investment amounting to Rs.14.05 Lacs in and Note No.. 16 (iii) regarding advance amounting to Rs. 33.90 lacs due from the Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act, 1985. In absence of rehabilitation scheme of these companies we are unable to comment on the amount of provision, if any, which may be required.

(i) Note No.6 (Footnote) regarding estimated amount of Rs.1674.45 Lacs having been provided during the year 2002-03 as sales claims and commission relating to earlier years from overseas customers of the company which is pending for final settlement. The necessary adjustment for such claims and commission will be made after final settlement and obtaining necessary approval from concerned regulatory authorities in absence of which we are unable to express our opinion on such adjustments.

Impact of our observations in the aforesaid paragraphs (a) to (i) above on the results for the year and on the year end net assets is not ascertainable.

4. Frequencyof Qualification

Draw attention to relevant notes in .the Annual Financial statements and management response to the qualification in the Directors Report

Additional comments from the Board / Audit Committee chair:

5. To be signed by-CEO / Managing Director / Executive/Whole-time Director

CFO

The Company has adequate system of internal controls to ensure that all assets are safeguarded and protected against loss and that all transactions are authorized, recorded and reported correctly. The systems are designed to support the reliability of the financial and other records for preparing financial statements and other data. The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee.

The Company has also regularly placed before the Board, Internal Audit Reports, Financial Results with Provisional Balance Sheets, Performance Review Report of various Units together" with. Executive Summary, Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange Listing Agreements. The Audit Committee reviews the efficacy of the internal control mechanism and monitors the risk management policies adopted by the Company. The Committee also reviews the report furnished by the internal and statutory auditors and ensures that suitable follow up actions are taken. Besides, the Committee also examines accounting, taxation and disclosure aspects of all si nificant transactions.

For S S Kothari & Co. Chartered Accountants (Re istra~. 302034E)

A. Partn Memb rship No. 5634

For Uniworth Textiles Limited

.Av,I~ ~~ A. K. Mehrotra

Audit Commlttee-Chairman

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