High Street Filatex Limited

The Directors have immense pleasure in presenting the 21 stAnnual Report on the business and operations of your Company, together with the Audited Financial Statements for the year ended on March 31,2015.

1. FINANCIAL PERFORMANCE

The performance of the Company for the Financial Year ended March 31, 2015 is summarized as below:

                                           (Rs. in Lacs)

Particulars                                 Year ended on

                                       31-03-2015      31-03-2014

Sales                                    122.64          10.75

Other Income                               0.45           0.00

Increase / (Decrease) in stock            76.05          78.35

Total Income                             199.14          89.10

Less: Manufacturing & other expenses       0.00          83.34

Less: Depreciation                         5.58           7.39

Profit/(Loss) after Depreciation 
before tax                                10.28          (1.63)

Less: Provision for Taxation               0.00           0.00

Less: Taxation for earlier period          2.00           0.34

Profit after Taxation                      8.28          (1.35)

During the year under review, there has been significant improvement in the performance of the Company as compared with the previous year. Our revenue from operations has been increased from Rs. 10.75 Lacs to Rs. 122.26 Lacs, at a tremendous growth as compared to the previous year. Consequent to this, the net profit after tax from operations during the year under review was Rs. 8.28 Lacs as against net loss of Rs. 1.35 Lacs in the previous year.

Management is planning to establish new project with the object of attainment of better future & growth. Consequent to such establishment, innovative knitting products will be developed and launched and wide new range of socks for all type of age groups, wrist bands and headbands will be produced.

3. DIVIDEND

Following the conservative approach to retain profits, your Directors did not recommend payment of any dividend for the Financial Year 2014-15.

4. AMOUNTS TRANSFERRED TO RESERVES

The Profit received after Taxation i.e. Rs. 8.28 Lac had been fully transferred to reserves.

5. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of Annual Return in Form MGT-9 containing details as on the financial year ended 31st March, 2015 as required under Section 92 (3) of the Companies Act, 2013, read with The Companies (Management and Administration) Rules 2014 in the prescribed format is appended as "Annexure- 1" to the Board's Report.

6. NUMBER OF BOARD MEETINGS

Board meetings are conducted in accordance with the provisions of Listing Agreement and the Companies Act, 2013 read with Articles of Association of the Company. The Board meets at regular intervals to discuss and decide on business strategies/policy and review the financial performance of the Company. The Board/ committee meetings are pre-scheduled and a tentative annual calendar of the Board/ committee meetings is circulated to the Directors well in advance to facilitate the Directors or members to plan their schedules and to ensure meaningful participation in the meetings. In case of Business exigencies the Board's approval is taken through circular resolution which is noted and confirmed at the subsequent Board meeting.

The Board meets at least once in a quarter to review the quarterly performance and the financial results of the Company. Notice of each Board Meeting is given well in advance in writing to all the Directors. The agenda along with relevant notes and other material information are sent in advance separately to each Director. The Agenda along with the relevant notes and other material information is circulated a week prior to the date of the meeting. This ensures timely and informed decisions by the Board. During the Financial Year, every Board Meeting was conducted in accordance with the relevant provisions applicable, viz:

The Chief Financial Officer of the Company is invited to attend all the Board Meetings. Other senior managerial personnel are called as and when necessary to provide additional inputs for the items being discussed by the board.

- The Whole-time Director and the Chief Financial Officer of the Company make the presentation on the quarterly and annual operating & financial performance of the Company, operational health & safety and other business issues.

- The draft of the minutes prepared by Company Secretary is circulated among the Directors for their comment/suggestion and finally after incorporating their views, final minutes are recorded in the books within 30 days of meeting.

- Post meeting, important decisions taken are communicated to the concerned officials and department for the effective implementation of the same.

The Board of Directors met to discuss and decide on Company's business policy and strength apart from other normal Board business. During the year 2014-2015.7 (Seven) meetings of Board of Directors were held with a maximum time gap of not more than 120 days between any two meetings. The dates on which the said meetings were held were:

The last Annual General Meeting was held on 15th September, 2014.

7. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED BY THE COMPANY U/S 186

During the financial year under review, there were no loans given, neither any investments were made by the Company nor any securities were provided by the Company.

8. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

Particulars of Contract or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 as prescribed in form AOC-2, is appended as "Annexure-2" of the Board's Report.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statements relate and the date of this Report.

10. RISK MANAGEMENT POLICY

Your Company has set out an elaborate Risk Management procedure which comprises of three stages i.e. Risk assessment/ evaluation, Risk Reporting and Management of the risk evaluated and reported. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

During the year, your Company has formulated the "Risk Management Policy" in accordance with the requirements of Listing Agreement to monitor the risks and their mitigating actions.

11. INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Board has appointed M/s N.Bhandari & Co., Chartered Accountants, Jaipur, as the Statutory Auditor of the Company for the F.Y. 2014-15 which directly reports to the Audit Committee of the Company.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board is entrusted with ultimate responsibility of the management, directions and performance of the Company. Board conducts and exercises the overall supervision and control by setting the goals and policies, reporting mechanism and decision making processes to be followed.

A) APPOINTMENT OF COMPLIANCE OFFICER:

The Board of Directors in its meeting held on the 14th Day of February, 2015 has approved the appointment of CS Nidhi Khandelwal as Compliance Officer of the Company in place of Mr. Bhagwan Singh, Whole-time Director with immediate effect.

B) RETIRE BY ROTATION:

In accordance with the applicable provisions of the Companies Act, 2013 and the Article 89 of Articles of Association of the Company, Ms. Sabita Roy, Director will retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers herself for re-appointment.

Directors recommend her re-appointment.

The brief profile of the Director being appointed/re-appointed at the ensuing Annual General Meeting forms part of notice of the ensuing Annual General Meeting.

12. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet all the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

13. PUBLIC DEPOSITS

The Company has not accepted any Public Deposits within the meaning of Section 73 to 76 of the Companies Act, 2013read with the Companies (Acceptance of Deposits) Rules, 2014.

14. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

The information related to conservation of energy, as required under Section 134 (3)(m) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 is annexed and forms part of this report as Annexure No.-3.

Foreign Exchange earnings and outgo is reported to be NIL during the financial year.

15. AUDITORS & AUDITORS' REPORT

M/s. N. Bhandari & Co., Chartered Accountants, Jaipur (Firm Registration Number: 03185C) were re-appointed as Statutory Auditors of the Company, at the last Annual General Meeting held on 15th September, 2014 for a term of three consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. Therefore, being eligible, the Board of Directors have offered for the ratification of their appointment to the Shareholders.

As required under the provisions of Section 139 of the Companies Act, 2013, the company has obtained a written certificate from the above mentioned Auditors to the effect that they confirm with the limits specified in the said Section and they had also given their eligibility certificate stating that they are not disqualified for appointment within the meaning of under Section 141 of Companies Act, 2013. The observations made by the Auditors are self explanatory and have been dealt with in Independent Auditors Report & its Annexure forming part of this Annual Report and hence do not require any further clarification.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

16. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the Section 204 of The Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company shall annex with its Board's Report, a Secretarial Audit Report which shall be issued from the financial year 2014- 15 onwards which is to be given by a Company Secretary in practice.

In compliance with the aforesaid requirements, the Company has also undertaken Secretarial Audit for the year 2014-15 which, inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Agreement and Regulations and Guidelines prescribed by the Securities and Exchange Board of India and Foreign Exchange Management Act, 1999. The Secretarial Audit Report obtained from M/s V.M. & Associates, Company Secretaries, Jaipur is part of this Annual Report as "Annexure- 4".

The Secretarial Audit report for the financial year ended 31st March, 2015 is self explanatory and does not call for any further comments.

Pursuant to Provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. the Board has -appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company to carry out secretarial audit of the Company for the financial year 2014-15.

17. INTERNAL AUDITOR

Pursuant to the Section 204 of The Companies Act, 2013 read withCompanies (Audit and Auditors) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors to carry out Internal Audit of the Company.

In compliance with the aforesaid requirements, the Company has appointed CA Padmini Palod to conduct the Internal Audit of the Company for the Financial Year 2014-15.

The Internal Audit report for the financial year ended 31st March, 2015 is self explanatory and does not call for any further comments.

The Board re-appointed CA Padmini Palod, Chartered Accountant, Jaipur as Internal Auditor of the Company to carry out Internal audit of the Company for the financial year 2015-16.

18. DELISTING OF SECURITIES FROM JAIPUR STOCK EXCHANGE

Securities of your company were also listed on Jaipur Stock Exchange but due to De-Recognition of Jaipur Stock Exchange, the equity of Company gets automatically delisted from Jaipur Stock Exchange vide their letter dated 17th March, 2015 with immediate effect.

The aforesaid statement is made in compliance with Clause 7 of SEBI (Delisting of Equity Shares) Regulations, 2009.

Furthermore, we have also applied for delisting of equity shares from Calcutta Stock Exchange Limited. Presently, the application is under review at the stock exchange.

19. PARTICULARS OF EMPLOYEES

a) None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013 during the year under review.

b) The information in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as "Annexure- 5 " to the Board's report.

25. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 and section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, your Directors confirm that:

i) in the preparation of annual accounts for the financial year 2014-15, the applicable accounting standards have been followed along with proper explanations and disclosures relating to material departures, if any;

ii) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

(v) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

26. ACKNOWLEDGEMENT

Your Directors wish to express their gratitude to all the business associates, its management, statutory authorities, Stock Exchanges and to the Investors/ Shareholders for the confidence reposed in the Company and supporting the Company during all crucial and critical issues through their kind cooperation. The Directors also convey their deep sense of appreciation for the committed services by the employees at all levels for their enormous personal efforts as well as collective contribution to the Company.

Date: 10.08.2015 For and on Behalf of the Board of Directors

Place: Jaipur                                                   Sd/-

                                                       Bhagwan Singh
                                                          (Chairman)
                                                    DIN: 02305246"