The Directors present the 25th Annual Report of the Company together with the standalone and consolidated audited statements of Financial Accounts of the year ended March 31, 2015.

FINANCIAL HIGHLIGHTS:

The following table gives the financial highlights of your company on a standalone basis according to the Indian Generally Accepted accounting Principles (GAAP)

FINANCIAL RESULT (STANDALONE)                          (in Lacs)

Particulars                                 2014-15     2013-14

Net Sale & other Income                       13642       50054

Profit / (Loss) Before Interest, 
Depreciation & Tax                           (93314)     (36237)

Financial Overheads                           27173       23062

Depreciation                                   6236        4480

Net Profit/(Loss) Before Tax                (126723)     (63779)

Provision for Tax                                --          --

- Current                                        --          --

- Deferred                                       --      (11963)

- Tax for earlier years                          --       (2237) 

Net Profit/(Loss) after Tax                 (126723)     (49578) 

Proposed Dividends                              Nil         Nil

Provision for Tax for Dividends                 Nil         Nil

Transfer to General Reserve                      --

FINANCIAL RESULTS (Consolidated)

The following table gives the financial highlights of your company on a consolidated basis according to the Indian Generally Accepted Accounting Principles (GAAP).

                                                        (in Lacs)
Particulars                                 2014-15      2013-14

Net Sale & other Income                       13642        50080

Profit / (Loss) Before Interest, 
Depreciation & Tax                           (91363)      (35326)

Financial Overheads                           27174        23063

Depreciation                                   6237         4482

Net Profit/(Loss) Before Tax                (124774)      (62871)

Provision for Tax                                --           --

- Current                                        --           --

- Deferred                                       --       (11963)

- Tax for earlier years                          --        (2237) 

Net Profit/(Loss) after tax before
Minority interest                           (124774)      (48670) 

Minority interest in income/(loss)               --            4 

Net Profit /(Loss) after Tax & 
Minority Interest                           (124774)      (48666)

Proposed Dividends                                -

Provision for Tax for dividends                   -

Transfer to General Reserve                       -

Erosion of Net Worth and reference to the Board for Industrial and Financial Reconstruction (BIFR)

The operating results have been adversely affected due to adverse market conditions, non receipt of Tuff's subsidy and blockage of substantial funds in slow/ non moving stocks and debtors. The Company faced severe liquidity crunch and huge scarcity in the working capital funds. In order to partially mitigate the working capital fund scarcity and arrest the further deterioration in the quality of stocks, the Company affected disposal of stocks of slow moving / non moving fabrics and finished goods at market prices, which in most of the cases was well below the cost, resulting in losses. The Company settled its old debtors by allowing their pending debit notes, quality discount and /or taking the material back, which further contributed losses to the Company.

On accumulated losses of the Company exceeding the entire net worth, the Company made a reference with the Board for Industrial and Financial Reconstruction in terms of the provisions of section 15(1) of Sick Industrial Companies (Special Provision) Act 1985, which has since been registered by the Hon'ble BIFR as case No. 54/2015.

OVERVIEW AND REVIEW OF OPERATIONS

The Indian Toys and Textiles Industry witnessed challenging times as a results of low growth led by issues such as high fiscal deficit, high inflation and worsening current account balance. The slowdown in the global growth aggravated the sluggishness in the economy. Apart from the un-favorable demand supply scenario the industry has been also reeling under the pressure of rising manufacturing cost.

The gross sales and other income for the financial year under review were Rs. 13642 lacs as against Rs. 50054 lacs for the previous financial year. During the Year under review the Company has incurred Losses after Tax of Rs 126723 lacs as against the Losses of Rs. 49578 lacs for the previous year.

The Loss of the company has increased due to increase in finance cost and increase in depreciation due to change in method as prescribed by the Companies Act 2013 during the year. The Company expects to improve its working in the next financial year.

DIVIDEND

The Board of Directors has decided not to recommend any dividend due to non availability of profit during the year.

CORPORATE DEBT RESTRUCTURING

The Company had approached it's lead banker and lender, i.e., Punjab National Bank for restructuring of its debt under CDR mechanism, and accordingly, the lead banker referred the matter to CDR Empowered Group on 31st July, 2013. The case of the Company was admitted under CDR on 26th September, 2013, and the CDR scheme was discussed in CDR EG meeting held on 21.04.2014, and was approved in the meeting held on 23rd May, 2014 and the same was informed to the Company on 16th June, 2014.

The main features of CDR scheme are as below:

1. Cutoff date is 1st April 2013.

2. Moratorium period will be 2 years and repayment in 8 years.

3. Rate of interest on term loan is reduced to 11% p.a.

4. Rate of interest on working capital and FITL (Funded interest Term Loan) is reduced to 10.50%p.a.

5. Waiver of all liquidity damages and penal interest and penal charges etc.

6. Promoter's contribution Rs.83.68 crores to be brought in within one year.

7. Conversion of interest for initial 24 month into FITL (Funded interest Term Loan) with repayment period of 6 years.

BUSINESS

The Company's main operations consist of Manufacturing of Soft Toys and Home Furnishings.

EMPLOYEE STRENGTH

The total numbers of permanents employees on the rolls of the company was 448 as on March 31, 2015,

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure-B forming part of the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure-A forming part of the Annual Report.

Having regard to the provisions of Section 136(1) read with its relevant provisions of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee and free of cost.

CORPORATE GOVERNANCE

Your Company is fully compliant with the Corporate Governance guidelines, as laid out in Clause-49 of the Listing Agreement with the Stock Exchanges. The report on Corporate Governance forms part of the Annual Report.

The statutory auditors of the Company have examined the requirements of Corporate Governance with reference to Clause 49 of the Listing Agreement and have certified the compliance, as required under clause 49 of the Listing Agreement. The certificate in this regard forms part to the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard (AS) 21 on Consolidated Financial Statements, the audited consolidated financial statement is provided in the Annual Report.

SUBSIDIARIES

Pursuant to section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's subsidiaries (in Form AOC-1) is attached to the financial statement.

The Annual Accounts of the subsidiary companies and the related detailed information are available at any time to shareholder of the parent company and subsidiary companies and to statutory authorities. On request, these documents will be made available for inspection at the Company's Corporate office.

DIRECTORS

Mr. Abhishek Monu Kaushik was appointed as an additional director (Independent) on 9th April 2015 and Mrs. Deepika Gera appointed as an Additional Director (Independent) on 30th June 2015. These Directors will hold the office till the date of forthcoming Annual General Meeting. A Notice in writing has been received from Members signifying their intention to propose the appointment of Mr. Abhishek Monu Kaushik and Mrs. Deepika Gera as a Director under independent Director category at the Annual General Meeting to hold office for 5 consecutive years with effect from their appointment without being subject to retirement by rotation.

During the Year Mr. C.S. Batra ceased to be Director with effect from 25th Nov. 2014 and Mr. R.K. Pandey, ceased to be Director with effect from 22nd June 2015, The Directors wish to place on record the valuable guidance and services rendered by the independent Directors during their tenure as Independent director of the Company.

Mr. Umesh Dhal ceased to be C.F.O with effect from 21st May 2015 Pursuant to Rule 895 (iii) of the Companies (Accounts) Rules 2014 It is reported that other than the above there have been no changes in the Directors or Key Managerial Personnel during the Year.

STATUTORY AUDITOR

M/s Ravindra Sharma & Associates, New Delhi has been appointed as Statutory Auditor in place of M/s AMRG & Associates New Delhi under section 139 (8) of the Companies Act 2013. M/s AMRG & Associates has resigned during the year and M/s Ravindra Sharma & Associates, New Delhi appointed to fill the casual vacancy caused by M/s AMRG & Associates New Delhi.

M/s Ravindra Sharma & Associates, New Delhi, the Statutory Auditor have confirmed their eligibility to the effect that their reappointment would be within the prescribed limits under the Companies Act 2013 and that they are not disqualified for reappointment.

The Report of the Statutory Auditors for the year ended 31st March 2015 does not contain any qualification, reservation or adverse remark.

AUDITORS QUALIFICATION SYSTEM ON ACCOUNTS

Notice to the accounts, as referred in the auditor's report, are self- explanatory and consistently followed and therefore do not call to any further comments and explanations.

COST AUDITOR

In terms of the provisions of The Companies Act, The Board of Directors of your company have on the recommendation of the Audit Committee, Appointed M/s Chandra Sharma & Co. Vaishali, Ghaziabad as Cost Auditor to conduct the cost audit of your company for the financial year ending 31st March 2016 subject to the approval of the Central Government.

The Audit Committee has received a certificate from the Cost Auditor certifying their independence and arm's length relationship with the company.

COMPLIANCE UNDER COMPANIES ACT, 2013

Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, your Company complied with the compliance requirements and the detail of compliances under Companies Act, 2013 are enumerated below:

EXTRACT OF ANNUAL RETURN

In Accordance with Section 92(3) of the Companies Act 2013 read with Rules 12(1) of Companies (Management and Administration) Rules 2014 an extract of the Annual Return in Form MGT-9 is attached herewith as Annexure-E.

BOARD MEETING HELD DURING THE YEAR

During the year, 17 meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached as Annexure-C to this Report.

DIRECTORS' RESPONSIBILTY STATEMENT

To The best of our knowledge and belief and according to the information and explanation obtained by us, your Directors make the following statements in the terms of section 134(3)(c) of the Companies Act, 2013:

1. in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

2. for the financial year ended March 31, 2015, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the Profit and Loss of the Company for the year ended March 31, 2015.

3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. the annual financial statements have been prepared on a going concern basis.

5. that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.

6. that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s NG & Associates, New Delhi Company Secretary in practice to conduct the Secretarial Audit of the Company for the financial year ended on 31st March 2015. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-D to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report, highlighting the Performance and Prospects of the Company's energy and environment segments including details if subsidiaries catering to the respective business, is attached.

LISTING OF STOCK EXCHANGES

The company's equity shares are listed on two stock exchanges- National Stock Exchange of India Ltd (NSE), and Bombay Stock Exchange Ltd (BSE).

PUBLIC DEPOSITS

The Company had no unpaid / unclaimed deposit(s) as on March 31, 2015. During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.It has not accepted any fixed deposits during the year.

CODE OF CONDUCT COMPLIANCE

Pursuant to clause 49 of the Listing agreement entered with the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited, the declaration signed by the Managing Director affirming compliance with the code of Conduct by the Director's and senior management personnel, for the financial year 2014-2015 is annexed and forms part of the Directors and Corporate Governance Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars prescribed under Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in Annexure A to this Report.

CAUTIONARY STATEMENT

Statements made in the Report, including those stated under the caption "Management Discussion and Analysis" describing the Company's plans, projections and explanations may constitute "forwards looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

REGISTRAR AND SHARE TRANSFER AGENT

M/s Karvy Computershare Private Limited, Hyderabad, is the Registrar and Share Transfer Agent of the Company. Details of the depository system and listing shares are given in a part of the "Additional Shareholders Information", which forms a part of the Corporate Governance Report and is attached with the Annual Accounts.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere thanks to the Company's clients, vendors, investors, and bankers for their continued support to the Company during the year. The Directors wish to place on record their appreciation of the contributions made by employees at all levels.

We thank the Government of India, State Government and other Government agencies for their support and look forward to their continued support in future.

                                              By order of the Board

                               For Hanung Toys and Textiles Limited

Place : Noida                                    Ashok Kumar Bansal