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20th

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2012-2013

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20th Annual Report 20th Annual Report

1

BOARD OF DIRECTORS Shri Raj Kumar (Chairman)Shri Tirupathi KumarShri Rakesh GuptaShri S. Rajendran*Shri Surendra Kumar Gupta**

COMPANY SECRETARY Mr. N.Padmanabhan

AUDITORS M/s M.Dinesh Kumar & Co.165, Strahans Road,PattalamChennai-600012.

REGISTERED OFFICE SF 256, Kannampalayam Village& FACTORY Palladam Taluk, Coimbatore 641402

CORPORATE OFFICE 36, Wallajah Road, Chennai - 600 002Tamilnadu

BANKERS IDBI Bank Ltd.ICICI Bank Ltd.

AUDIT COMMITTEE Shri Tirupathi kumarShri Rakesh GuptaShri S.Rajendran*

CONTENTSNotice ........................................................ 02

Directors' Report ..................................... 04

Report on Corporate Governance ..... 09

Management Dis. & Analysis Report ... 14

Auditors' Report ...................................... 17

Balance Sheet ......................................... 22

Profit & Loss Account .......................... 23

Notes to Account ................................... 24

Balance Sheet Abstract ........................ 32

Cash Flow ............................................... 33

Proxy Form / Attendance Sheet...........34

---------

* Shri.S.Rajendran resigned as Director with effect from 16-02-2013** Shri Surendra Kumar Gupta was appointed as Additional Director of the Company with effectfrom 16-02-2013.


2

NOTICE TO THE SHAREHOLDERS

NOTICE is hereby given that the Twentieth Annual General Meeting of the members of theCompany will be held on Friday, the 27th day of December 2013 at 10.00 A.M. at 1678,Trichy Road, Ramanathapuram, Coimbatore – 641 045 to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the audited Balance Sheet of the Company as at 30thSeptember, 2013 and the Profit and Loss Account for the year ended on that date andReports of the Directors and Auditors thereon.

2. To appoint a Director in the place of Mr. Rakesh Gupta, who retires by rotation andbeing eligible, offers himself to re-appointment.

3. To appoint Auditors and to fix their remuneration and for this purpose to consider and,if thought fit, to pass, with or without modification(s), the following resolution as anOrdinary Resolution:

“RESOLVED THAT M/s. M. Dinesh Kumar & Co., Chartered Accountants, Chennai be andare hereby appointed as Auditors of the Company to hold office from the conclusion of thismeeting until the conclusion of the next Annual General Meeting of the Company, on aremuneration that may be fixed by the Board."

SPECIAL BUSINESS:4.To consider and, if thought fit, to pass, with or without modification (s), the following

resolution as an Ordinary Resolution: “RESOLVED THAT Mr. Surendra Kumar Gupta, who was appointed as an Additional

Director of the Company pursuant to Section 161 of the Companies Act, 2013(corresponding to Section 260 of the Companies Act,1956) w.e.f 16/02/2013 and whoholds office upto the forthcoming Annual General Meeting, and in respect of whom theCompany has received a notice under Section 257 of the Companies Act, 1956, inwriting, proposing his candidature for the office of Director, be and is hereby appointedas a Director of the Company subject to retirement by rotation under the Articles ofAssociation of the Company”.

33

CASH FLOW STATEMENT FOR THE YEAR ENDED 30TH SEPTEMBER 2013PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT

Particulars

A.Cash Flow from Operating Activities Net profit before tax & Extra ordinary items 51.14 21.32 Adjustment for Depreciation net - - Deferred Revenue Expenditure - - Operating Profit before Working Capital Changes 51.14 21.32Adjustment for Trade and Other Receivables (5.15) (42.67) Inventories - - Trade Payables & Other Liabilites Cash Generated from Operations Net Cash from Operating Activities (A) 2.64 - B.Cash Flow From Investing Activities Net Purchase of Fixed Assets - - Purchase of Investments - - Net Cash from Investing Activities (B) - -C.Cash Flow from Financing Activities Secured Loan - - Unsecured Loans - (2.00) Net Cash from Finance Activities (C) - Net increase/Decrease in Cash and Cash Equivalents (A+B+C) Cash & Cash Equivalents as on 01.10.12 (Opening Balance) 0.41 0.27 Cash & Cash Equivalents as on 30.09.13 (Closing Balance) 3.05 0.41

For & on behalf of the Board

Raj Kumar Tirupathi Kumar sd/- sd/-

Chairman Director

Sd/- N. Padmanabhan Company Secretary 15-11-2013

For the yearended

30-09-2013

in Lakhs

REPORT OF AUDITORS ON CASH FLOW STATEMENTWe have examined the above cash flow statement of NEPC TEXTILES LIMITED for the year ended30.09.2013. The Statement has been prepared in accordance with the requirements of listing agreementwith Stock Exchange and is based on and derived from the audited accounts of the Company for theyear ended 30th September 2013.

For M.Dinesh Kumar & Co.Chartered AccountantSd/-

Membership No 22208415-11-2013Chennai

For the yearended

30-09-2012

23.50(43.36)

(By Order of the Board) For NEPC Textiles Limited

Sd/-Place : Chennai Raj KumarDate : 15-11-2013 Chairman


3 32

NOTES1. A member entitled to attend and vote at the meeting is entitled to appoint a Proxy to attend and

vote in his stead and the proxy need not be a member of the Company. The instrument of proxyshould, however, be deposited at the Registered Office of the Company not less than 48 hoursbefore the commencement of the meeting.

2. Members are requested to notify immediately any change in their address to the Company.

3. Members/Proxies should bring the Attendance Slip duly filled in for attending the meeting.4. Members are requested to bring their copies of Annual Report to the Meeting.5. Members are already informed that Securities and Exchange Board of India (SEBI) have made it

compulsory for all investors to trade the Company’s securities in dematerialisation form, effective27-11-2000. Members are, therefore, requested to avail of dematerialisation facility.

6. Members with identical order of names who are holding in multiple Folios are requested to writeto the Company to consolidate their holdings into one Folio.

7. Members who hold share in the physical form can nominate a person in respect of all the shareheld by them singly or jointly. Members who holds share in single name are advised, in their owninterest, to avail of nomination facility by filling Form 2B. Members who hold share in thedematerialised form may contact their Depository Participant for recording nomination in respectof their shares.

8. At this Annual General Meeting Mr. Rakesh Gupta, Director of the Company retires by rotationand being eligible, offers himself for re-appointment to the Board.

The brief background, and the functional expertise of the Director proposed for reappointmentis furnished below along with details of companies in which he is a Director.

(a) Mr. Rakesh Gupta aged about 40, has an MBA, qualification, having 12 years of experiencein different organisations in Sales & Marketing, Administration, Commerce and Liaisoning and isassociated wih the Company as Director with effect from September, 2007. Details of otherDirectorships held by him:- Director in the Boards of NEPC India Limited, NEPC Textiles Limited,NEPC Agro Foods Limited, National Wind Power Corporation Limited.

---------------------------------------------------------------------------------------------------- ---------------------

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT,2013(CORRESPONDING TO SECTION 173 (2) OF THE COMPANIES ACT, 1956)Item No. 4Mr. Surendra Kumar Gupta who was appointed as an Additional Director w.e.f. 16/02/2013,vacatesofficeat the forthcoming Annual General Meeting.The Company has received a Notice from a member of the Company, in writing, proposing the name ofMr. Surendra Kumar Gupta, to be considered for the post of directorship along with a deposit of Rs.500/- as required under Section 257 of the Companies Act,1956.Hence, the resolution is placed before theMembers for their approval and adoption.The letter received from the member of the Company underSection 257 of the Companies Act,1956 is available for inspection at the Registered Office of theCompany on all working days and hours upto the date of conclusion of this Annual General Meeting ofthe Company.Mr.Surendra Kumar Gupta, aged 69 years, has rich and varied experience in Factory Management andBusiness Administration for the past 35 years.His shareholding in the Company is Nil.Details of other Directorships held by him:- Director in the Boards of NEPC India Ltd, NEPC Agro Foods Limited,National Wind Power Corporation Ltd, Sai Televisions Ltd and Gujarat Wind Farms Ltd.

None of the Directors are concerned or interested in the said resolution.

For NEPC Textiles Limited Sd/-

Place : Chennai Raj KumarDate : 15-11-2013 Chairman

20. Balance Sheet abstract and Company’s General Business Profile

i) Registration DetailsRegistration No. 08610State Code 181Balance Sheet Date 30th September, 2013

ii) Capital raised during the yearPublic Issue NilRight Issue NilBonus Issue NilPreferential Allotment Nil

iii) Position of mobilisation & deployment of funds ( in lacs)Sources of FundsPaid Up Capital 1493.90Reserves & Surplus 0.00Secured Loans 0.00Unsecured Loans 153.84

Application of FundsNet Fixed Assets 1001.26Investments 0.00Net Current Assets 282.84Miscellaneous Expenditure 0.00Profit & Loss Account (363.64)

iv)Performance of the company ( in lacs)Turnover 93.18Total Expenditure 42.04Profit / (Loss) before Tax 51.14Profit / (Loss) after Tax -Earning per Share 0.34Dividend Rate NIL

v) Generic names of the principal services of the companyItem Code No. (ITC Code) 520513Product Description Cotton Yarn

For & on behalf of the Board

For M.Dinesh Kumar & Co. Raj Kumar Tirupathi KumarChartered AccountantSd/- Sd/- Sd/- Sd/-

N. Padmanabhan Director DirectorMembership No 222084 Company Secretary15-11-2013 15-11-2013Chennai


31 4

DIRECTORS’ REPORTTo the Members of NEPC TEXTILES LIMITED

Your Directors have pleasure in presenting the Twentieth Annual Report and Audited Accounts ofyour Company for the year ended 30th September, 2013. The accounts for the year under reviewhave been prepared for twelve months from 1st October, 2012 to 30th September, 2013.

FINANCIAL HIGHLIGHTS The Financial Results of the Company during the year under review are as follows:-

( in lakhs) Year ended Year ended

30-09-2013 30-09-2012

Gross Income 93.18 112.73Profit/ (Loss) before Depreciation 51.14 21.32Depreciation - -Profit / (Loss) after Depreciation 51.14 21.32Provision for taxation - -Profit / (Loss) after taxation 51.14 21.32Balance Profit / (Loss) Account B/F (414.78) (436.10)

Add: Transfer from Dividend Payable A/c - -Add: B/F of balance General Reserve - -

TOTAL (363.64) (414.78)Appropriations:General Reserve - -Capital Work in Progress written off - -Balance Profit / (Loss) carried to Balance Sheet (363.64) (414.78)

The Company has been able to generate an income of Rs. 93.18 lakhs and an operating profit ofRs. 51.14 lakhs during the year ended review.

DIVIDENDThe Directors do not recommend dividend for the year ended 30th September 2013, in view of theaccumulated losses incurred by the Company.

DIRECTORATEMr.Rakesh Gupta, retires by rotation at the forthcoming Annual General Meeting and being eligible,offers himself for re-appointment.

Mr.S.Rajendran resigned as Director with effect from 16-02-2013. Mr. Surendra Kumar Gupta was appointed as an Additional Director of the Company in terms of Section 161 of the Companies Act,2013 (corresponding to Section 260 of the Companies Act,1956) with effect from 16th February 2013 .He vacates his office at the forthcoming Annual General Meeting and being eligible,offers himself for appointment as a Director of the Board.

16. Production and Sales of Finished Goods (Cotton Yarn) ( /Kgs .in lakhs)Production & Sales Value

Particulars 2012-13 2012-13 2011-12 2011-12Kg. Kg.

Opening Stock 0.28 35.15 0.28 35.15 Production 0.00 0.00 0.00 0.00 Sales 0.00 0.00 0.00 0.00 Closing Stock 0.28 35.15 0.28 35.15

17. Raw material consumed ( in lakhs)

Particulars 2012-13 2012-13 2011-12 2011-12 Kgs. Kgs.

Cotton 0.00 0.00 0.00 0.00

18. Value of imported / indigenous material / components consumed

2012-13 2012-13 2011-12 2011-12 Raw materials (12 months) (12 months) (12 months) (12 months)

As % As %

Imported Nil Nil Nil NilIndigenous 100.00 100.00 100.00 100.00

19. Value of imported / indigenous materials / components consumed ( in lakhs)

2012-13 2012-13 2011-12 2011-12 Particulars (12 months) (12 months) (12 months) (12 months)

As% As% Raw Materilals NIL NIL NIL NIL & consumables Capital Goods NIL NIL NIL NIL Consultancy, Foreign Tour & NIL NIL NIL NIL Other

(12 months)Particulars (12 months)


305

The Board of Directors of the Company are extremely sad and distressed at the untimely demiseof Shri Ravi Prakash Khemka, Chairman of the Company on 9th October,2013.The Board ofDirectors place on record deep appreciation for the valuable services rendered by Shri RaviPrakash Khemka during his tenure as the Chairman of the Company.

AUDITORSM/s M.Dinesh Kumar & Co., Chartered Accountants, Chennai, retire at the conclusion of the forthcomingAnnual General Meeting. However, they are eligible for re-appointment and have given their consentto act as the auditors of your company, if appointed.The Audit committee and the Board recommends the re-appointment of M/s.M.Dinesh Kumar &Co.,Chartered Accountants,Chennai as the Auditor of the Company.

Auditor’s Qualifications:With regard to para 4 (f) of Auditor’s report and point no. 4 in Note- 10, the Company is in theprocess of getting confirmations from the debtors/creditors as well as review and revalue and alsoreconcile the current assets,Loans & advances, Current liabilities.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that :

• in the preparation of annual accounts the applicable Accounting Standards have been followed:along with proper explanation wherever necessary.

• the Accounting Policies selected and applied on a consistent basis, give a true and fair view ofthe affairs of the Company and of the loss for the financial year under review.

• proper and sufficient care has been taken for the maintenance of adequate accounting recordsin accordance with the provisions of the aforesaid Act for safeguarding the assets of theCompany; and for prevention and detection of fraud and other irregularities;

• the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A detailed report on this subject forms part of this Report.

FIXED DEPOSITS:Our Company has not accepted any fixed deposits under section 58AA of the Companies Act, 1956from the public during the year underreview

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

The statement pursuant to Section 217 (1) (e) of the Companies Act 1956 read with Companies(Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is given in theannexure forming part of this Report.

PARTICULARS OF EMPLOYEES

No employee of the Company was paid remuneration in excess of limits prescribed underSection 217 (2A) of the Companies Act, 1956, read with the relevant Rules as amended.

13. Basic & Diluted Earning Per Share: The Company reports basic & Diluted earning per share (EPS) in accordance with the provisions

of Accounting Standard 20 on Earning Per Share issued by The Institute of CharteredAccountants of India. The basic EPS has been computed by dividing the income available toequity shasreholders by the weighted-average number of equity shares outstanding during theaccounting period.

Particulars

Amounts used as numerator in Calculating 51.14 21.32 EPS (Rs.- lakhs) Equity Shares used as Denominator (Nos) 149, 39,038 149,39,038 Nominal Value per Equity Share ( ) 10 each 10 each Earnings / (Loss) per share (Basic & diluted) ( ) 0.34 0.14

14. Auditor's Remuneration

2012-13 2011-12 Particulars (12 months) (12 months)

Statutory Audit Fees 0.23 0.10 Tax Audit Fees & Taxation matters 0.00 0.00 Other service chgs & expenses, reimbursements 0.00 0.00 Total 0.23 0.10

15. Licensed / installed capacities on double shift basis

Installed Capacity 2012 - 2013 2011 - 2012

Particulars (12 months) (12 months)

2012-13 2011-12 (12 months) (12 months)

Cotton Yarn Spindes 18240 18240

9. The liability to Small Scale Industries for supplies & services as on 30-Sep-13 is 'NIL' on the basisof the information available with the Company.

10. Deferred tax asset as on 30-Sep-13, has not been recognized since there is no reasonablecertainty of sufficient taxable income being available against which such deferred tax asset canbe realised.

11. As per the Management representation, there is no impairment of fixed assests during the period.

12. Segment Reporting:The Operations of the Company are in essence concentrated in a particular geographical area andin a particular product / service only hence Segment reporting as prescribed by the AccountingStandard 17 on Segmental Reporting by The Institute of Chartered Accountants ofIndia is not applicable.


629

PERSONNEL

The Directors express their appreciation for the support and contribution by the employees at alllevels rendered to the Company during the year under review.

INDUSTRIAL RELATIONS

Your Company continues to maintain harmonious and cordial relations with its workers.

ACKNOWLEDGEMENT

Your Directors would like to place on record their deep appreciation and gratitude to the Company’smembers for their continued support and confidence.

Your Directors wish to thank and deeply acknowledge the co-opearation and assistance extendedby the Bankers, Government authorities, and other business associates. The Board would alsotake this opportunity to commend the employees of the Company at all levels for their contributionto the Company’s success.

(By Order of the Board) For NEPC Textiles Limited

Sd/-

Raj Kumar Chairman

PLACE : ChennaiDATE : 15-11-2013

2. Contingent Liabilities

a) Estimated amount of contracts remaining to be executed and not provided for: Nil (Previous Year– Nil).

b) On account of delayed / non-compliance of various fiscal statues - Amount Unascertainable.

c) Claims against the company not acknowledged as debts: Nil. (Previous year Rs. Nil).

3 (i) The Company is facing labour unrest w.e.f 02-04-2008, reference to notice dated 02-04-2008issued by Mangement in this regard.

(ii) Wages provision has been made, as informed by the Mangement, since the Mangement is in theprocess of negotiating and settlement of wages with the labours. Due to non-availability in respectof statutory records and other records like PF, ESI, etc., the amount due/penalty/intrest etc., couldnot be ascertained.

4. The Balances appearing under loans and advances, sundry debtors, sundry creditors other currentliabilities and Deposits and inter-company balances are subject to confirmations and reconciliationswith consequent adjustments if any; the impact thereof of reduction / increase in the assets /liabilites consequent to the completion of reconciliation by the management.

5. In the opinion of the Management, the Current assets and loans and advances are approximately ofthe value as stated, if realised in the ordinary course of business and adequate provisions for allknown liabilities have been made in the accounts except otherwise stated elsewhere in other notes.

6. The company has not made any provision in the books towards the liability for the gratuity andretirement benefits to the employees thugh prescribed in accounting standard 15 issued by theInstitute of Chartered Accountants of India, as a consequence of which the loss for the year and thecorresponding liability has been understated Amount un-ascertainable.

7. Delay/Non-Remittance of Provident Fund and Employees State Insurance Corporation:- The companyhas filed a suit in the Court for the adjustment of excess Provident Fund paid in earlier years in groupcompanies towards dues for the subsequent years of the company. The Company has got afavorable order for adjustment of group Companies excess payments towards the dues.

8. a). Financial year: 12 months from 1st Oct 2012 to 30th Sep 2013.

b) Previous year figures have been re-grouped / re-arranged wherever necessary.


7 28

ANNEXURE TO THE DIRECTORS’ REPORT

FORM - A(See Rule 2)

DISCLOSURE OF PARTICULARS WITH RESPECT TOCONSERVATION OF ENERGY

2013 2012A. Power and Fuel Consumption

1. Electricity

a) Purchased Unit (Nos) - -Total amount ( in Lakhs) - -Rate/Unit ( ) - -

b) Own Generation

i) Through Generator Unit (Nos) - -Units per Ltr. of oil (Nos) - -Cost/unit ( ) - -

ii)Through Wind turbine/generator sold to TNEB

Units (Nos) Nil Nil

Cost/unit ( ) Nil Nil

Amount ( ) Nil Nil

2. Coal (Specify quality and where used)

Quantity (tonnes) Nil Nil

Total cost (Rs.in thousands) Nil Nil

Average rate Nil Nil

3. Furnace Oil

Quantity (K.ltrs) Nil Nil

Total amount Nil Nil

average rate Nil Nil

4. Others/internal generation

(please give details)

Quantity Nil Nil

Total cost Nil Nil

B. Consumption per unit of production

Products (with details) unit

Yarn Produced (in Kgs) - -Electicity Consumed (in Units) - -Electicity Consumed per Kg of Yarn - -

Note - 10

Significant Accounting Policies and Notes To Accounts

1. Significant Accounting Policies

i ) Shareholders holding more than 5%of the equity share capital (face value per share is 10/- each)

2013 2012 Shareholder No.of Shares % Total No of Shares % Total Name held Face Value held Face Value

Rajkumar 1664972 11.15 16649720 1664972 11.15 16649720 Tirupathi Kumar 1228786 8.23 12287860 1228786 8.23 12287860 Champa Devi 930376 6.23 9303760 930376 6.23 9303760 Ritu Devi 1289645 8.63 12896450 1289645 8.63 12896450

ii) Basis of Accounting

a)The accounts are prepared on the basis of Historical Cost Convention and as a Going Concern inaccordance with the generally accepted accounting principles and as per the provisions of theCompanies Act, 1956.

b)The company follows Mercantile System of Accounting and recognises Income and Expenditure onaccrual basis except the insurance claims and dividend Income on Investments, which is accountedfor on receipt basis.

iii) Revenue Recognition policySale of goods is recognised on shipment or despatch to customers.

iv) Fixed Assets and Depreciation

a)Fixed Assets are stated at cost of acquisition or construction including any cost attributable tobringing the assets to their working conditions for their intended use.

b)Depreciation is provided on Straight Line Method from the date of Purchase / put to use at the ratesand in the manner prescribed under Schedule XIV of the Companies Act, 1956.No Depreciation isprovided in the current year.

v) InvestmentsInvestments are valued at cost of acquisition.

vi) InventoriesInventories as taken valued and Certified by the Management are valued as under:(i) Raw Material including consumables and stores & spares are valued at cost including duty on purchase and other costs incurred in bringing the inventories to the present location and condition. The cost is determined on the basis of FIFO method.

(ii) Work-in-progress and finished goods are valued at cost of materials and labour together with relevant factory overheads or net realizable value whichever is lower. The cost of work in progress is determined on the basis of weighted average method.


827

FORM -B(See Rule 2)

FORM FOR DISCLOSURE OF PARTICULAR WITH RESPECT TOTECHNOLOGY ABSORPTION

RESEARCH AND DEVELOPMENT (R & D)

1. Specific areas in which ( R & D) : Continous improvement ofcarried out by the Company quality of yarn with accent on

cost reduction

2. Benefits derived as a result of : Better yarn to suit marketabove R & D is reduced requirements in competitive

environment

3. Future plan of action : Sustained effors to pursuebetter quality of yarn producedand improved productivity

4. Expenditure on R & D

(a) Capital : Nil(b) Recurring : Nil(c) Total : Nil(d) Total R & D expenditure as percentage of total turnover : Nil

5. Technology absorption,adoptation and innovation : Nil

FOREIGN EXCHANGE EARNINGS AND OUTGO

Inflow : NilOutflow : Nil

For and on behalf of the Boardfor NEPC Textiles imited

Sd/-

Place : Chennai Raj KumarDate : 15-11-2013 CHAIRMAN

Note - 9

Other Expenses

Audit Fees 0.25 0.10

Corporation tax 0.29 0.00

Capital reduction in principal char 0.00 1.10

Demat Charges 0.16 0.30

Electricity Charges 0.00 0.70

Gratuity 26.96 0.00

Employee PF 2.80 67.00

Internet charges 0.01 0.00

Miscellaneous Expenses 1.04 0.00

Postage Expenses 1.50 0.00

ROC Filing fees 0.25 0.24

Repair and Maitenanace 1.50 1.79

Printing and Stationery 6.19 15.00

Travelling Expenses 0.00 2.50

Watch and Ward Expenses 0.85 1.71

Legal Fees 0.00 0.80

41.81 91.24

in Lakhs

30.09.2013 30.09.2012


9 26

REPORT ON CORPORATE GOVERNANCE FOR THE YEAR ENDED SEPTEMBER 30, 2013

Code of Corporate Governance

The code of Corporate Governance of the Company consists of managerial practices and procedurestowards fulfillment of the obligation to business performance along with maximization of stakeholdersvalue. The Company is committed to good corporate governance and continuously review variousinvestor relationship measures with a view to enhance stakeholders value.The Board of Directors are all experienced and eminent personnel and the pivotal role is performed bythem. The Board has constituted various committees like Audit Committee, Investor Grievance Committee,Share Transfer Committee and Remuneration Committee to look into relevant aspects of specialisedarea. The Company reports the following compliance of Corporate Governance for the year ended30th September, 2013.

BOARD OF DIRECTORS

a) Composition& Details of Membership / Chairmanship of Directors in Board Committies. The Board of Directors of the Company consisted of

S. Name of the Directors Executive / No. of other # No.of MembershipNo Non Executive / Directorships in other committees

Independent held Chairmanship

1 Mr. Ravi Prakash Khemka* Executive 5 -2 Mr. Raj Kumar Executive 5 53 Mr. Tirupathi Kumar Executive 5 54 Mr. S.Rajendran** Non-Executive & Independent 5 10

5 Mr. Rakesh Gupta Non-Executive & Independent 5 10

*Mr. Ravi Prakash Khemka ceased to be Director of the Company with effect from 09-10-2013due to death.

**Mr.S.Rajendran resigned as Director with effect from 16-02-2013.Mr.Surendra Kumar Guptawas appointed as Additional Director of the Company with effect from 16-02-2013.

Note : None of the Directors are Chairman of more than 5 Committees.

# Only Audit committee and shareholders, Investors, Grievance committee are considered for thispurpose

The Board functions as a full Board or through Committees. The Board of Directors and itscommittees meet at regular intervals.

b)Attendance at Board Meetings & Last AGM & Details of Membership of Directors in Board Committees

Four meetings of the Board were held during the year on 29-10-2012, 31-01-2013, 29-04-2013 and29-07-2013.

Note - 6 30-09-2013 30-09-2012

Short term loan and advances

Loan & Advances 295.44 295.44

Sundry Debtors 44.47 42.67

339.91 338.11

Note - 7

Cash and Cash equivalents

Cash in Hand 3.04 0.14

Cash at Bank 0.01 0.28

3.05 0.41

Profit & Loss

Openning Balance 414.78 436.10

Add: Profit during the year (51.14) (21.32)

363.64 414.78

in Lakhs

Note - 8

Financial Expenses

Bank Charges 0.23 0.18

0.23 0.18


Attendance of Directors at the Board Meeting held during the year and last AGM are

S.No. Name of the Directors No. of meetings No. of meetings Last AGMheld during attended Present/Absent

the year during the year

1 Mr. Ravi Prakash Khemka*-Chairman 4 4 Present2 Mr. Raj Kumar 4 4 Present3 Mr. Tirupathi Kumar 4 4 Present4 Mr. Rakesh Gupta 4 4 Present5 Mr.S.Rajendran** 4 2 Present6 Mr. Surendra Kumar Gupta 4 2 Present

*Mr.Ravi PrakashKhemka ceased to be Director of the Company with effect from 09-10-2013.** Mr.S.Rajendran resigned as Director with effect from 16-02-2013.Mr.Surendra Kumar Gupta wasappointed as Additional Director of the Company with effect from 16-02-2013. AUDIT COMMITTEEThe Audit Committee conforms to the requirements of clause 49 of the Listing Agreement with StockExchanges and Section 292A of the Companies Act, 1956. The Audit Committee has been reconstitutedw.e.f. 16/02/2013 consisiting of Mr.Rakesh Gupta, Mr.Surendra Kumar Gupta (both are Non-Executiveand Independent directors) and Mr.Tirupathi Kumar (Executive director).The Committee met four timesduring the year on the following dates: 27-10-2012, 29-01-2013,27-04-2013 and 27-07-2013.The terms of reference of the Committee broadly comprise:(a)Overall review of the Company's periodical f inancial statements; f inancial reportingprocess;discosure policies and ensuring that they are appropriate,accurate,credible and moreparticularly: (i) to select and establish accounting policies and changes,if any in accounting policies and procedures (ii)qualifications,if any, given in the draft audit report (iii)significant adjustments in the audit report (iv)on the major entries made in the accounts based on the exercise of judgement made by the management. (v)the going concern concept assumption (vi)compliance with the Accounting Standards as prescribed by ICAI (vii)compliance with requirements of stock exchanges and legal requirements concerning the financial statements (viii)To review management discussion and analysis of financial condition and results of operation (ix)To review statement of significant related party dicslosures submitted by management.(b) Recommending the appointments and removal of external auditor,fixation of audit fee and also approval for payment for other services.(c) Periodic reviewing of the adequacy of the internal audit,internal controls and discussions with the external auditors thereon.Composition and attendance of members of the Audit Committee held during the year ended 31stMarch,2013:

Sl.No. Name of Members No. of meetings held No. of meetings attended 1 Mr.S.Rajendran# 4 2 2 Mr.Surendra Kumar Gupta# 4 2 2 Mr.Tirupathi Kumar 4 4 3 Mr.Rakesh Gupta 4 4#Mr.S.Rajendran resigned as Director with effect from 16-02-2013.Mr.Surendra Kumar Gupta wasappointed as Additional Director of the Company with effect from 16-02-2013.I

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2411

INVESTORS’ GRIEVANCE COMMITTEEThe Committee monitors the redressal of Investors Grievances. The management provided toppriority for investor grievances and all the communications received from shareholders weresatisfactorily complied with. No. of Complains received : 34, Responded / Resolved: 34,Pending : Nil.Attendance of Members at the Meetings of the Share Transfer / Investors’s Grievances Committeeheld during the year.

SN Name of the Members No. of meetings held No. of meetings during the year attended

1 Mr. Rakesh Gupta - Chairman 12 12 (Non-executive & independent)

2 Mr. S. Rajendran * - Member 12 4 (Non-executive & independent)

3 Mr. Raj Kumar - Member (Executive) 12 12 4 Mr.Surendra Kumar Gupta * - Member 12 8 (Non-executive & independent)*Mr.S.Rajendran resigned as Director with effect from 16-02-2013.Mr.Surendra Kumar Gupta wasappointed as Additional Director of the Company with effect from 16-02-2013.

ANNUAL GENERAL MEETINGLocation and time for the last three Annual General Meetings held:

Financial year Venue Date Time 2009-2010 1678, Trichy Road, Ramanathapuram 24th Dec, 2010 10.00A.M 2010-2011 Coimbatore - 641 045 30th Dec, 2011 10.00A.M 2011-2012 --do-- 28th Dec, 2012 10.00A.M

No special resolution has been put through postal ballot so far. For this Annual General Meeting also,there is no business / resolution that requires voting through postal ballot as per the new Rule 4 ofCompanies (Passing of Resolution by Postal Ballot) Rules, 2001.

DISCLOSURESRelated Party Transactions: There are no materially significant related party transactions with theCompany’s Promoters, Directors, the Management, the Subsidiaries or Relatives which may havepotential conflict with the interest of the Company at large.

Penalty, if any, imposed on the Company on any matter related to capital markets, duringthe last three years : Nil.

Complince of Clause 49: Your Company has complied with the requirments of Corporate Governancestipulated under Clause 49 of the Listing Agreement. A certificate to this effect has been issued byA. Nageswaran, Chartered Accountants, and the same has been incorporated elsewhere in thisdocument.

Accounting Standards: In the preparation of financial statements for the year, the treatment prescribedin the According Standards issued by the Institute of Chartered Accountants of India from time to time,has been followed by your Company along with proper explanations wherever neccessary.

Code of conduct for Directors and Senior ManagementThe Board of Directors has laid down a code of conduct for all Board Members and Senior Managementof the Company. Declaration by the Director : All members of the Board and senior management haveaffrimed to the Board, of having complied with the code of conduct during the year ended30-09-2013

Note Forming part of the Accounts 30th September-2013

Particulars

Note - 1 30.09.2013 30.09.2012

Share Capital

Authorised

3,00,00,000 Equity Shares of Rs 10/- each

Issued Subscribed and paid up Equity Shae Capital

14939038 Equity Shares of Rs. 10 Each. 1493.90 1493.90

1493.90 1493.90

Note - 2

Long Term Borrowings

Secured Loans 153.84 153.84

153.84 153.84

Note - 3

Trade Payable

Sundry Creditors 181.30 224.66

181.30 224.66

Note - 4

Short term provisions

Salary Payable 0.00 3.95

Others 0.60 0.00

in Lakhs

0.60 3.95


1223

CEO / CFO CertificationIn terms of the revised Clause 49 of the Listing Agreement, in the absence of managing director, oneof the directors / Finance Head the Company has certified on the financial statements and the internalcontrols relating to financial reporting to the Board.

Means of CommunicationFinancial results, quarterly / half yearly results, are published within the stipulated period in Englishand vernacular newspapers. The company from time to time presents all the relevant information asrequired by the legislation and regulations within the prescribed time.

GENERAL SHAREHOLDER INFORMATION

(a) The 20th Annual General Meeting of the members of the Company will be held on Friday, the 27th December, 2013 at 10.00 AM at 1678, Trichy Road, Ramanathapuram, Coimbatore 641 045.

(b) Financial year : 12 months, from 1st October 2012 to 30th September 2013.

(c) Dates of Book Closure : December 23-27, 2013 (both days inclusive).

(d) The Company’s shares are listed in BSE and NSE stock exchanges. Listing fees to be paid to both the stock exchanges.

(e) Share Transfer Agent : M/s. Purva Sharegistry (India) Pvt. Ltd., No.9, Shivsakthi Indl. estate, Sitaram Mill compound, JR Boricha Marg, Lower Parel (East), Mumbai - 400 011

(f) Share Transfer System : All shares have been transferred and returned within 30 days from the date of lodgement, provided the necessary documents were in order.

(g) Dematerialisation of Shares : Trading in the Company’s shares in a dematerialised form has been made compulsory with effect from 27-11-2000. The Company entered with an agreement with the Depositories NSDL and CDSL for dematerialised form of shares and the Company provides option to members for dematerialisation form of shares. All requests for dematerialisation of shares are processed and confirmed through the concerned depository.

(h) Stock Code: NSESymbol - NEPCTEXBSE Code - 521192

(i) Market Price Data : Due to absence of trading, market price data is unavailable.

SHARE HOLDING PATTERN

Shareholder % of shareholding

Promoters Group 40.17Banks, Financial institutions, etc. 0.31Private Corporate Bodies 1.71Public & Others 57.79NRIs / OCBs 0.02

Total : 100.00

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 30.09.2013

Particulars

I Revenue from Operations 93.18 112.73

II Total Revenue 93.18 112.73

III Expenses Financial Costs 8 0.23 0.18 Other Expenses 9 41.81 91.24

Total Expenses 42.04 91.41

IV Profit before exceptional and extraordinaryitems an tax (II-III) 51.14 21.32

V Tax Expense (i). Current tax 0.00 0.00 (II). Deffered tax 0.00 0.00

VI Profit for the year (IV-V) 51.14 21.32

VII Earnings per equity share:

(i). Basic 0.34 0.14

(II). Diluted

Significant Accounting policies and notes 10to Account.

Note: refered above form an integral part of the Balance Sheet.

In terms of our report attached For & on behalf of the Board



Note 2011-2012

(12 months)

2010-2011

(12 months)

in Lakhs


( In lakhs) Particulars Sch. As at As at

30.09.2013 30.09.2012

I. Equity and Liabilites

1. Shareholder's funds

a). Share Capital 1 1493.90 1493.90

2. Non-Current Liabilities

a). Long term borrowings 2 153.84 155.84

3. Current Liabilities

a). Trade Payables 3 181.30 224.66

b). Short term provisions 4 0.60 3.95

Total 1829.64 1876.35

II. Assets

1. Non-Current Assets

a). Fixed assets

(i). Tangible assets 5 1001.26 1001.26

b). Profit & Loss Account 363.64 414.78

2. Current Assets

a). Inventory 121.78 121.78

b). Short term loans & advances 6 339.91 338.11

c). Cash and cash equivalents 7 3.05 0.41

Total 1829.64 1876.35

Significant accounting policies and notes to account- Note-10The Note refered above form an integral part of the Balance Sheet.

As per our attached report of even date For & on behalf of the Board



13 22

DISTRIBUTION OF SHAREHOLDINGS

No. of equity Shareholders Share Amountshares held Numbers % %

Upto 5000 57987 96.39 44790734 29.985001 - 10000 632 1.05 3446635 2.3110001 - 20000 950 1.58 11320874 7.5820001 - 30000 298 0.50 5624655 3.77

30001 - 40000 73 0.12 1895808 1.2740001 - 50000 56 0.09 2024934 1.3650001 - 100000 114 0.19 5236741 3.51100001 and Above 50 0.08 75049999 50.24

Total : 60160 100.00 149390380 100.00

INVESTORS HELPDESKShare transfers, dividend payments and all other investor related activities are attended to andprocessed at our Registered office. For lodgement of transfer deeds and any other documentsor for any grievances/complaints, kindly contact at the following address:-

(a) M/s. Purva Sharegistry (India) Pvt Ltd. (b) Compliance Officer No: 9, Shiv Sakthi Industrial Estate, NEPC Textiles Limited

Corporate Office36, Wallajah RoadChennai – 600 002Phone Nos. 28586812, 28586813,Fax : 044 – 28524709

(c) Registered Office of the Company : NEPC Textiles Limited SF No. 256, Trichy Road Kannampalayam Post Coimbatore 641 402

BALANCE SHEET AS AT 30-09-2013

Sitaram Mill compound , JR Boricha Marg, Lower Parel (E) Mumbai-400 011.


1421

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

TEXTILES INDUSTRY

TRENDS AND DEVELOPMENT

Economic conditions during the year, with specific reference to the Textiles Industry, remained chaoticand the cotton trade globally faced negative trends. Consiquently, the Indian economy is also noexception to this scenario during the year under review.

BUSINESS REVIEW

The Company has been able to generate an income of Rs. 93.18 lakhs and an operating profit of Rs.51.14 lakhs during the year ended review.

The Company is preparing itself to meet market situation though efficient processes, cost reductionmeasures. technology up-grades, skill upgrades strict quality policy and expanded service net work.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company’s systems and internal controls address the following:

- Operational efficiency

- Protection and conservation of resources

- Accuracy and promptness in financial reporting

- Compliance with laws and regulations

The internal audit department of the Company carries out pre-audit and post-audit checks, reviews andensures that audit observations are acted upon.

The Audit Committee of the Board of Directors reviews the internal audit reports and the adequacy ofinternal control

15. The company has not made preferential allotment of shares during the year to parties and Companiescovered in the register maintained under Section 301 of the Companies Act, 1956.

16. The Company has not issued any debentures and hence the provisions of Clause 4 (xix) of theOrder are not applicable to the company.

17. The company has not raised any money by public issues during the year.

18. To the best of our knowledge and belief and according to the information and explanations givento us, no fraud on or by the company has been noticed or reported during the course of our audit.

For M.Dinesh Kumar & Co.Chartered Accountants

Sd/-

M.Dinesh KumarMembership No 22208415-11-2013Chennai


2015

FINANCIAL PERFORMANCE ( in lakhs)

Particulars 30-09-2013 30-09-2012 31-03-2011

Gross Income 93.18 112.73 -Profit / (Loss) Before Depreciation 51.14 21.32 (6.32)Depreciation - - -Porfit / (Loss) after Depreciation 51.14 21.32 (6.32)Extraneous Item of Income - - -

Provision for taxation - - -Profit/(Loss) after taxation 51.14 21.32 (6.32)Balance Profit/(Loss) Account B/F (414.78) (436.10) (429.78)

Add: Trsf. from Dividend Payable A/c - - -Add: B/F of balance General Reserve - - -

TOTAL (363.64) (414.78) (436.10)Appropriations:-General Reserve - - -Capital Work in Progress written off - - -Balance Profit / (Loss) carried (363.64) (414.78) (436.10)to Balance Sheet

FUTURE OUTLOOK

It is hoped that the Company will be able to regain full operating performance in the forthcomingyears. Your Company’s widespread network, satisfied clientele, quality manpower, process efficienciesaided by state-of-the-art technology and stringent cost control measures are expected to continitue toacheive the same.

7. According to the information and explanations given to us there are undisputed statutory duespayable in respect of Provident Fund, Employees State Insurance, Income Tax, and Sales Taxwhich are outstanding for a period of more than 6 months from the date they became payable.Amount un-ascertainable.

8. The company has accumulated losses (refer note no: 3(ii)). The Company has not incurredcash losses during the period.

9. The company has not granted loans and advances on the basis of securities by way of pledgeof shares and other securities.

10. The company is not a chit fund or a nidhi/mutual benefit fund society. Therefore the provisionsof clause 4 (xiii) of the Order are not applicable to the company.

11. The company is not dealing in or trading in shares and securities and other investments.Accordingly the provisions of Clause 4 (xiv) of the Order are not applicable to the company.

12. According to the information given to us, the company has not given guarantees for loans takenby others from Banks and other Financial Institutions.

13. The company has not raised any new term loans during the year.

14. According to the information and explanations given to us, no funds raised on short-term basishave been used for long-term investments or vice-versa during the year.


19 16

AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE

To,The MembersNEPC Textiles Ltd.

We have examined the compliance conditions of Corporate Governance by NEPC Textiles Limited (theCompany) for the year ended SEPTEMBER 30, 2013 as stipulated in Clause 49 of the Listing Agreementsof the Company with the Stock Exchanges.

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

In our opinion and to the best of our information and explanations given to us, we certify that thecompany has complied the conditions of Corporate Governance as stipulated in the above mentionedListing Agreement.

As explained to us and as per the records made available to us by the Company no investor grievancesare pending un-attended for a period exceeding one month against the Company.

We further state that such compliance is neither an assurance as to the future viability of the Companynor the efficiency nor effectiveness with which the Management has conducted the affairs of theCompany.

For M/s M.Dinesh Kumar & Co.Chartered AccountantsSd/-

Membership No:222084

Chennai15th November, 2013

ANNEXURE TO THE AUDITOR’S REPORT(Refer Paragraph 2 of our Report of even date)

1. In respect of its fixed assets:

a) The company has maintained proper records showing full particulars including quantitativedetails and situation of fixed assets.

b) In our opinion, the company has not disposed off substantial part of fixed assets during theyear.

2. In respect of inventories

a) No physical verification of inventories was carried-out due to lockout of the mills.

b) The company is maintaining proper records of inventory. As explained to us, there were nomaterial discrepancies noticed on physical verification of stocks as compared to book records.

3. a) The Company has not granted or taken by the Company to or from Companies, firms or other parties covered in the register maintained under Sec 301 of the Companies Act, 1956 according to the information and explanation given to us.

b) As per the accounts and records made available to us, the Company has not granted any loans secured or unsecured to companies, firms and other parties listed in the register mainained under section 301 of the Companies Act, 1956.

Based on the information / explanation given to us, there were no transactions involving purchaseor sale of goods or provision of services during the year which aggregate to Rs.5 lakhs or above,entered into with parties listed in the register maintained under Section 301 of the Companies Act1956 during the period under review.

4. In our opinion and according to the information and explanations given to us, there are adequateinternal control procedures commensurate with the size of the company and nature of its businessfor the purchase of inventory and fixed assets and for sale of goods. During the course of audit,we have not observed any continuing failure to correct major weakness in internal control.

5. The company has not accepted any deposits from the public.

6. In our opinion, internal audit system of the company is commensurate with its size and nature ofbusiness.

NEPC TEXTILES LIMITED


AUDITORS’ REPORT

ToThe Members

NEPC TEXTILES LIMITED

1. W e have audited the attached Balance sheet of NEPC TEXTILES LIMITED as on 30thSetember 2013, the Profit and Loss Account for the period from October2012 to September 2013and the cash flow statement annexed thereto. These financial statements are the responsibility ofthe Company’s management. Our responsibility is to express an opinion on these financial statementsbased on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. ThoseStandards require that we plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement. An audit includes examining, ona test basis, evidence supporting the amount and disclosures in the financial statements. An auditalso includes assessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statement presentation. We believe thatour audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003, issued by the Central Governmentof India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, We enclose inAnnexure a statement on the matters specified in paragraph 4 & 5 of the said order to the extentapplicable.

4. Further to our comments in the Annexure referred to in para (3) above.

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

b) In our opinion, the company has kept proper books of account as required by law so far asappears from our examination of the books.

c) The Balance Sheet, the Profit & Loss Account and cash flow statement dealt with by this reportare in agreement with the books of account.

d) In our opinion, the Balance Sheet the Profit & Loss Account and cash flow statement dealt withby this report comply with the accounting standards referred to in Section 133 of the CompaniesAct,2013 (corresponding to sub-section 3 (C) of Section 211 of the Companies Act, 1956 ) to theextent made mandatory, except with respect to Provision of Retirement benefits on accrual basiswhich is not in accordance with the AS15 prescribed by the ICAI. However, the impact thereof onProfit/loss and Liabilities cannot be quantified because the retirement benefits provision amountcould not be ascertained (Refer Note No.6).

e) Based on the written representations received from the directors and taken on record by theBoard of Directors, we report that none of the directors are disqualif ied as on30th September 2013 from being appointed as directors in terms of clause (g) of sub-section 1of Section 274 of the Companies Act, 1956.

f ) Attention is invited to the following note in Note- 10.Point No. 4 it was not possible for us to obtain external confirmations about accounts receivable,accounts payable, loans and advance, deposits and the balances as on 30th September 2013.

The Sundry creditors and Loans and advances figures (including inter-company balances)mainly consist of opening balances brought forward from earlier years, which are not confirmedby the Management. The Management is in the process of reconciliation / getting confirmation ofthe accounts. we are unable to determine whether any adjustments might have been foundnecessary, as the result of the above. The impact thereof on profit / loss and liabilites cannot bequantified due to non-completion of reconciliation by the mangement (Refer Note No: 4).

Subject to the above notes and also subject to the note nos:3(i) to 3(iii) and their consequentialeffect on the respective assets and liabilities and also on the Profit for the year and togetherwith the notes and accounting policies in Note - 10. In our opinion and to the best of ourinformation and according to the explanations given to us, the said accounts read together withthe significant accounting policies and other notes thereon give the information required by theCompanies Act, 1956 in the manner so required and present and ture and fair view in conformitywith the accounting priniciples generally accepted in India:

i) In so far as it related to Balance Sheet, of the state of affairs of the Company as at30th September 2013.

ii) In so far as it relates to the Profit and Loss account, of the profit of the Company for theperiod from October 2012 to September 2013 and

iii) In the case of Cash Flow Statement, the Cash Flows of the Company for the period fromOctober 2012 to September 2013.

For M/s M.Dinesh Kumar & Co.Chartered AccountantsSd/-

Membership No:222084

Chennai15th November, 2013

1817


NEPC TEXTILES LIMITEDRegd. Office: SF 256, Kannampalayam Village, Palladam Taluk, Coimbatore - 641 402

FORM OF PROXY

I/We.............................................................................of ..............................................................................

in the district of ...................................................................................................................being a member(s)

of the above named Company hereby appoint.............................................................................................

of...................................................in the district of................................................................................failing

him..............................................of.................................................................................................................................

in the district of ..................................................................................................................................as my/our proxy to vote for me/us on my / our behalf at the Tweentieth Annual General Meeting of the Companyto be held on Friday, the 27th day of December, 2013 at 10.00 A.M at 1678, Trichy Road, Ramanathapuram,Coimbatore - 641 045 and at any adjournment thereof.

Signed this.........................day of ..................................................2013

Registered Folio No......................................................................................................

Note: 1. A member entitled to attend and vote is entitled to appoint a proxy to attend and voteinstead of himself.

2. A proxy need not be a member.3. The form thus completed should be deposited at the Registered Office of the Company at SF

256, Kannampalayam Village, Palladam Taluk, Coimbatore 641402 not later than fortyeighthours before commencement of the Meeting.


ATTENDANCE SLIP

Please complete this Attendance Slip and hand it over at the entrance of the Meeting Hall.

Registered Folio No. ....................................................................................................................................

Name of the Shareholder.................................................................................................................................

Name of the Proxy ............................................................................................................................................

(in Block Letters to be filled in if the

Proxy attends instead of the member)

No. of Shares held..........................................................................................................................................

I here by record my presence at the Tweentieth Annual General Meeting of the Company held on Friday,the 27th day of December, 2013 at 10.00 A.M. at 1678, Trichy Road, Ramanathapuram,Coimbatore - 641 045

Signature of the Shareholder or Proxy ..........................................................................................................

NO GIFTS WILL BE DISTRIBUTED AT THE ANNUAL GENERAL MEETING

Aff ixOne RupeeRevenue

Stamp

-


FORM OF PROXY

I/We.............................................................................of ..............................................................................

in the district of ...................................................................................................................being a member(s)

of the above named Company hereby appoint.............................................................................................

of...................................................in the district of................................................................................failing

him..............................................of.................................................................................................................................

in the district of ..................................................................................................................................asmy/our proxy to vote for me/us on my / our behalf at the Tweentieth Annual General Meeting of theCompany to be held on Friday, the 27th day of December, 2013 at 10.00 A.M at 1678, Trichy Road,Ramanathapuram, Coimbatore - 641 045 and at any adjournment thereof.

Signed this.........................day of ..................................................2013

Registered Folio No......................................................................................................

Note: 1. A member entitled to attend and vote is entitled to appoint a proxy to attend and voteinstead of himself.

2. A proxy need not be a member.3. The form thus completed should be deposited at the Registered Office of the Company at

SF 256, Kannampalayam Village, Palladam Taluk, Coimbatore 641402 not later than fortyeighthours before commencement of the Meeting.


ATTENDANCE SLIP

Please complete this Attendance Slip and hand it over at the entrance of the Meeting Hall.

Registered Folio No. ....................................................................................................................................

Name of the Shareholder.................................................................................................................................

Name of the Proxy ............................................................................................................................................

(in Block Letters to be filled in if the

Proxy attends instead of the member)

No. of Shares held..........................................................................................................................................

I here by record my presence at the Tweentieth Annual General Meeting of the Company held on Friday,the 27th day of December, 2013 at 10.00 A.M. at 1678, Trichy Road, Ramanathapuram,Coimbatore - 641 045

Signature of the Shareholder or Proxy ..........................................................................................................

NO GIFTS WILL BE DISTRIBUTED AT THE ANNUAL GENERAL MEETING

--

Aff ixOne RupeeRevenue

Stamp

34 34

FORM B

FORMAT OF COVERING LETTER OF THE ANNUAL AUDIT REPORT TO BE FILED

WITH THE STOCK EXCHANGES

SN Particulars Details

1. Name of the Company NEPC Textiles Limited

2. Annual financial statements for the year ended

30th September,2013

3. Type of Audit qualification As contained in Note-10- Significant Accounting Policies and Notes on Accounts forming part of Accounts

4. Frequency of qualification During the year

5. Draw attention to relevant notes in the annual financial statements and management response to the qualification in the directors report:

Reference to Note-10- Significant Accounting Policies and Notes on Accounts. Management Response: With regard to para 4 (f) of Auditor’s report and point no. 4 in Note- 10, the Company is in the process of getting confirmations from the debtors/creditors as well as review and revalue and also reconcile the current assets, Loans & advances, Current liabilities.

6. Additional comments from the board/audit committee chair:

-

7. To be signed by- Director of the Company

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