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PRAKASH WOOLLEN MILLS LIMITED

COMPANY IN FORMATION

Board of Directors

Mr. N. C. Agarwal Non-Executive Independent Director, (Chairman)

Mr. V. P. Gupta Whole-Time Director

Mr. V. K. Gupta Whole Time Director

Mr. D. K. Gupta Whole-Time Director

Mr. J. K. Gupta Whole-Time Director

Mr. P. K. Gupta Non-Executive Director

Mr. M. K. Agrawal Non-Executive Independent Director

Dr. S. K. Raj Non-Executive Independent Director

Mr. P. K. Agarwal Non-Executive idependent Direct

Mr. Arpit Suri

Bankers

State Bank of India Commercial Branch

Moradabad, U. P.

Auditors

Agarwal Pawan Kumar & Co.

Chartered Accountants

Meerut, UP

Cost Auditors

KAG & Associates CostAccountants

Ghaziabad, UP

Registered Office

18t KM Stone, Delhi-Moradabad Road, NH-24, Village Amhera, Distt. J. P. Nagar-244102

Phone No. :0591-2223008-18 Fax: 0591 -2223009

Email id: [email protected]

Registrar & Transfer Agent

Skyline Financial Services Pvt. Ltd. D-153A, Ist Floor, Okhla, Area, Phase-1

Industrial Area, New Delhi-I 10024 Phone No.: 011-26812682-83

Fax: 011-30857562 Email id: adminskylinerta.com

Stock Exchanges Where Company's securities are listed

Bombay Stock Exchange Delhi Stock Exchange

Website

www.prakashwoollen.com

CONTENTS PAGE NO.

Notice 2

Management Discussion and Analysis 11

Directoport 13

Report on Corporate Governance 16

Auditors' Certificate on Corporate Governance 23

Auditors' Report 24

Balance Sheet 27

Statement of Profit and Loss Account 28

Cash Flow Statement 29

Attendance Slip and Proxy Form 40

Annual Report 2012-2013

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PRAKASH WOOLLEN MILLS LIMITED NOTICE

NOTICE is hereby given that the Thirty Fourth Annual General Meeting ofthe Members of Prakash Woollen Mills Limited will be held on Monday, the 5th day ofAugust, 201 3 at I I .30 am. at the registered office of the Company at I 8th Km Stone, Delhi Moradabad Road, NH- 24, VillageAmhera, Distt. J. P. Nagar- 2441 02, to transact the following businesses:

Ordinary Business

I . To receive, consider and adopt the audited Balance Sheet as at March 31 , 201 3, the Statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors' and Auditor's thereon .

2. To appoint a Director in place of Dr. S. K. Raj, who retires by rotation and being eligible, offers himselffor reappointment.

3. To appoint a Director in place of Mr. M. K. Agrawal, who retires by rotation and being eligible, offers himselffor reappointment.

4. To appoint a Director in place of Mr. P. K. Gupta, who retires by rotation and has not offered himselffor reappointment.

5. To appoint Auditors and to fix their remuneration and in this regard to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: - "RESOLVED THAT the retiring auditors of the Company, M/s Agarwal Pawan Kumar & Co. Chartered Accountants, being eligible for re-appointment be and is hereby re-appointed as the Statutory Auditors of the Company, to hold office from the conclusion ofthisAnnual General Meeting untilthe conclusion ofthe nextAnnual General Meeting ofthe Companyon such remuneration as may be fixed by the Board of Directors."

Special Business

6. To consider and ifthought fit, to pass, with or without modiication(s), the following resolution as n Ordinary Resolution:

"RESOLVED THAT Mr. P. K. Agarwal, be and is hereby appointed as a Director of he Co pany, liable to retire by rotation."

7. To considerand, ifthoughtfit,to passwith orwithoutmodificationthefollowing res as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of section 31 4 & 31 4(1 B) of the Comp ¡es Act, I 956, consent of the company be and is hereby accorded to ¡ncrease the salary of Mr. Ashish Gupta, son of Mr. Vijay Kumar Gupta, Whole-time Director of the company, who holds a place of Profit in thempany to a maximum limit of Rs. 2,50,000/- per month including all perquisites with the usual allowances and benefits including bonus, retiring gratuity and provident fund benefits, w.e.f. I 6.08.201 3 as the Board may deem fit."

8. To considerand, ifthoughtfit,to passwith orwithout ation thefollowing resolution as a Special Resolution:

"RESOLVED THAT pursuant the provisionsof section 4 & 31 4(1 B) of the Companies Act, I 956, consent of the company be and is hereby accorded io increase the salary of Mr. Kapil Gupta, son of Mr. Daya Kishan Gupta , Whole-time Director of the company, who holds a place of Profit in the company to a maximum limit of Rs. 2,50,000/- per month including all perquisites with the usual allowances and benefits including bonus, retiring gratuity and provident fund benefits, w.e.f. I 6.08.201 3 as the Board may deem fit."

9. To considerand, ifthoughtfit,to passwith orwithoutmodification thefollowing resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of section 31 4 & 31 4(1 B) of the Companies Act, I 956, consent of the company be and is hereby accorded to increase the salary of Mr. Adeep Gupta, son of Mr. Jai Kishan Gupta ,Whole-time Director of the company who holds a place of Profit in the company to a maximum limit of Rs. 2,50,000/- per month including all perquisites with the usual allowances and benefits including bonus, retiring gratuity and provident fund benefits, w.e.f. I 6.08.201 3 as the Board may deem fit."

I O. To consider and if thought fit, to pass, with or without modification(s), the fol lowing resolution as a Special Resolution:

"RESOLVED THAT pursuant to provisions of Section 81 (lA) and other applicable provisions, if any, of the Companies Act, I 956 including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, and the relevant provisions of the Memorandum and Articles ofAssociation of the Company and in accordance with listing agreements entered into by the company with the Stock Exchanges where the shares of the Company are listed or proposed to be listed and subject to the approval of Securities and Exchange Board of India (hereinafter referred to as "SEBI"), Reserve Bank of India (hereinafter referred to as "RBI"), and all other appropriate authorities and departments, if and to the extent necessary and such other approvals, permissions and sanctions, as may be necessary, the consent be and is hereby accorded to offer 50,00,000 (Fifty Lac) equity shares of Rs. I 0/- (Rupees Ten) each at a premium of Re. 1/- (Rupee One) and I 5,00,000 ( Fifteen Lac) Warrants at a price of Rs. I I I- (Rupees Eleven) per warrant carrying a right to subscribe to equal number of equity shares in the Company on Conversion within a period of I 8 (Eighteen) months from the date of allotment (herein after referred as 'Warrants') both aggregating to Rs. 7, 1 5,00,000/- (Rupees Seven Crore Fifteen Lac) which price is calculated in accordance with the Regulations





for preferential issue, issued by SEBI (Issue of Capital and Disclosure Requirements)Regulations, 2009, with 6th July, 2013 being the relevantdate i.e. the date 30 days priortothe date ofAnnual General Meeting ofthe Company, wherethe proposed issue is to be considered and shall be payable on such terms as may be approved by the shareholders, on preferential basis, for an amount not exceeding Rs. 7, 1 5,00,000/- (Rupees Seven Crore Fifteen Lac Only) in the aggregate to Promoters, Directors and Persons acting in concert, which includesAssociates, Relatives and Friends ofsuch Promoters and Directors and Outsiders as per details given below on terms and conditions as contained herein below:

Identity of the Present Proposed Allotment Post Preferential % of Post

Equity shares Warrants proposed Allottees Holding holding issued capital

Promoter I Promoter Group

Mrs. HimaniAgarwalAELPAl6O8K 24900 254000 100000 378900 3.55

Mr. Vijay Kumar Gupta Karta of

M/s.Vijay Kumar Gupta HUF

PANofHUF-AADHV785ID 27181 352600 NIL 379781 3.56

Mrs.AnitaGuptaAARPG45O7H 74110 218000 100000 392110 3.67

Mr. Ashish Gupta Karla of M/s. Ashish Gupta HUF

PANofHUF-AAHHA6I42G NIL 352500 QOO 452500 4.24

Mr. Vijay KumarGuptaAARPG4923F 253709 NIL 200000 453709 4.25

Mr. Jai Kishan GuptaAARPG3386J 154360 75000 100000 329360 3.09

Mr. Adeep Gupta AARPG45O6G 98450 1 56000 1 00000 354450 3.32

Mrs. Reetika GuptaACYPG5I78R 49100 283000 100000 432100 4.05

Mr. Adeep Gupta Karta of M/s. Adeep Gupta HUF

PANofHUF-AAAHA6583N 38000 280000 100000 418000 3.92

Mr. Jal Kishan Gupta Karta of

MIs. Gupta Jai Kishan HUF

PANofHUF-AAAHG54IIR 30590 358000 100000 488590 4.58

Mr. Daya Kishan Gupta Karta of

MIs. Daya Kishan Gupta HUF

PANofHUF-AAAHD6462M 25490 43 0 NIL 455490 4.27

Mrs. Rajni Gupta ACYPG5I79Q 6860 310000 125000 503600 4.72

Mrs. Shalini GuptaAGFPG4O5OK 3 0 200000 187500 420800 3.94

Mr. Kapil Gupta Karta of M/s. Ka.pta HUF

PANofHUF-AAEHK4I95E 330 230900 187500 451400 4.23

Other Than Promoter Group

Dr. Rajendra Kumar Gupta PAN-ADTPGO459K NIL 250000 NIL 250000 2.34

Mrs. Neeru Gupta PAN-ADTPG93I4M 5400 250000 NIL 255400 2.39

Mr. R. K.Gupta Karta of M/s. RK. Gupta

andSonsHUFPANofHUF-AAHHR6I9IN NIL 200000 NIL 200000 1.87

Mr. NavdeepVarshneya PAN-ADFPV9839A NIL 200000 NIL 200000 1.87

Mrs. DivyaJain PAN-ADVPJI774G , 300 200000 NIL 200300 1.88

MIs. BhageeradhaAgritech Pvt. Ltd. PAN-AAFCBI447E NIL 400000 NIL 400000 3.75

TOTAL 50,00,000 15,00,000

# The above Postpreferential holding includes allotment of5O, 00, 000 Equity Shares and conversion of 15,00,000 warrants into 15, 00, 000 equity shares assuming that the right attached to the warrant will be exercised fully.

"RESOLVED FURTHER THAT the issue of equity shares /warrants as mentioned above shall be subject to the following terms and conditions:

a) The issue and al lotment of equity shares and I or warrants to promoter group and others is for consideration in cash (including by conversion of unsecured loans lying into the credit of Promoters Group/Directors with the Company).




PRAKASH WOOLLEN MILLS LIMITED b) That warrants so issued shall at the option ofwarrant holder be converted into equal no. of Equity Shares of nominal value of

Rs. I O!- each at a premium of Re. II- each, computed in accordance with Chapter No. VI I of Securities and Exchange Board of India (Issue ofCapital and Disclosure Requirements) Regulations, 2009 as amended from time to time, within a period of 18 months from the date of allotment of warrants.

c) That on the date of the allotment of warrants, allottees shall pay a minimum amount equivalent to 25% of the total consideration ofwarrants and balance shall be payable on the date ofconversion ofwarrants into equity shares ofthe Company as and when made in one or more tranches.

d) That the shares which are issued to promoter's associates shall be locked in for a period of 3 years, and that which are issued to any other personslbody corporate(s) etc. shall be locked in for a period of I year orfor such pe iods as provided in the SEBI Regulations.

e) That the Equity Shares to be issued shall be subject to the Memorandum and Articles ofAssociation ofthe Company and shall rank paripassu in all respects with the existing Equity Shares of the Company and carry the same rights as of the existing Equity Shares of the Company including dividend declared, if any, by the company in respect of the Financial Year in which the shareswill be allotted.

f) The issue and allotment ofthe Equity Shares/Warrants convertible into Equity Shares shall be subject to compliance Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as applicable rom time to time.

g) In terms ofthe said Regulations, the relevantdate on the basis ofwhich price ofthe equity shares calculated is 06.07.2013.

"RESOLVED FURTHER THAT the Board be and is hereby authorised to delega I or any powers herein conferred by this resolution to any director or directors or any other officer or officers of the ompan L. t to the aforesaid resolutions including to execute any document on behalf of the Company and to represen Company any Governmental authorities and to appoint any professional advisor! consultants/ Lawyers."

"RESOLVED FURTHER THAT subject to SEBI Regulations and other applicabl , the Board be and is hereby authorised to decide and approve terms and conditions of the issue of above mentioned eq y shares/ warrants and to vary, modify or alter any ofthe terms and conditions, including size ofthe issue, as it may deem expedient.

"RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the company be and is hereby authorized on behalf of the Company to do al I such acts, deeds, matters and things as the Board may, in its absolute discretion, deem necessary or desirable, for such purpose, including without limitation to enter into arrangements! agreements and to settle all questions, difficulties or doubts that may arise in regard to such issue as the Board, in its absolute discretion deem fit and take all steps which are incidental, consequential relevant or ancillary in this connection."

11. To considerand ifthoughtfit, to pass with orwithoutmod]i'cation'he following Resolution as a Special Resolution:

"RESOLVED THAT pursuantto ion 31 ofth CompaniesAct, 1956, theArticles ofAssociation ofthe Company be altered in the mannerfollowin-

The existing Article No. I 85 ofthe rticles ofAssociation ofthe Company be replaced with the following:

'1 85. A Managing Director/ Whole-time Director shall while he continues to hold that office be subject to retirement by rotation and he shall be subject to the provisions as to resignation and removal as the other Directors ofthe Company and he shall "ipso facto" and immediately, cease to be a Managing Director/Whole-time Director if he ceases to be a Director for any cause'.

RESOID FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary, proper or expedient, to give effect to this resolution."

Place : VillageAmhera (Amroha) By Order ofthe Board of Directors Date : 6th July, 2013 for Prakash Wollen Mills Limited

Registered Office: 18th KM Stone, Delhi-Moradabad Road, (Vijay Kumar Gupta) NH-24, VillageAmhera, Whole Time Director Distt. J. P. Nagar-244102 DIN No.: 00335325




PRAKASH WOOLLEN MILLS LIMITED NOTES:

I . A member entitled to attend and vote at the Annual General Meeting ("the meeting") is entitled to appoint a proxy to attend and vote on a poll instead of himselflherself and the proxy need not be a member of the Company. The instrument appointing proxy in order to be effective should be duly completed, stamped and signed and must be deposited at the Registered Office of the Company not less than forty-eight hours before commencement of the Meeting.

2. Corporate Members intending to send their authorized representative to attend the meeting are requested to send a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting.

3. A brief resume ofthe persons to be appointed and! reappointed as Directors, pursuant to the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

4. Members attending the meeting are requested to bring with them the Attendance Slip attached to the Annual Report duly fil led in and signed and handover the same at the entrance of place of the meeting. Proxy!representative of a member should mark on theAttendance Slip as "Proxy" or"Representative" asthe case may be. Members holding shares in electronicform and desirous ofattending the meeting are required to bring alongwith them Client ID and DP ID Numbers for easy ideification.

5. Members who hold shares in dematerialized mode are requested to intimate any changes pertaining with their bank account details, ECS mandates, nominations, power of attorney, change of address/name etc. to their Depository Participant only and not to the Company's Registrar & Share TransferAgent. Changes intimated to the Depository Participant will then be automatically reflected in the Company's records which will help the Company and its Registrar & Share TransferAgent to provide efficient and better service to the members.

6. Members holding shares in physical form are requested to intimate all changes pertaining to their bank details, ECS mandates, nominations, power of attorney, change of address/name etc. to the Company's Registrar & Share TransferAgent quoting their registered folio number.

7. Register of Members and Share Transfer Books of the Company wil I remain closed from Friday, 2nd August, 201 3 to Monday, 5th ofAugust, 2013 (Both days inclusive).

8. Members desirous of having any information regarding accounts are requested to address their queries to the Manager (Finance) at the registered office ofthe Company at least seven days before the date ofthe meeting, so that the requisite information is made available atthe meeting.

9. As an austerity measure, copies of the Annual Report will not be distributed at the Annual General Meeting. Members are requested to bring their copies tothe meeting.

lo. Explanatory Statement pursuantto Section 173(2) ofthe Companies Act, 1956 setting out all material facts relating to the special business is annexed hereto.

Explanatorystatement pursuantto section 173(2) ofthe CompaniesAct, 1956

ltemNo.6 Mr. P. K. Agarwal was appointed an Additional Director w. e. f. 7tI November, 2012 on the Board of the Company. Pursuant to provisions of Section 260 of the niesAct, I 956, he holds office as Director up to the date of ensuing Annual General Meeting. The Company has received a notice r Section 257 of the Companies Act, I 956 from a Shareholder proposing the name of Mr. P. K. Agarwal as Director of the Corn . A brief resume of Mr. P. K. Agarwal as required in terms of Clause 49 of the Listing Agreement is provided in the Corporate Goy nce Report. The Board recommends that he may be appointed as Director, liable to retire by rotation.

Your Directors recommend the resolution forapproval ofthe Shareholders.

None ofthe Directors ofthe company is concerned or interested in the resolution except Mr. P. K. Agarwal himself.

ltemNo.7 The Shareholders may recall that Mr. Ashish Gupta son of Mr. Vijay Kumar Gupta, Whole Time Director of the Company of the company was appointed asAccounts Managerofthe Company, forwhich shareholders approval and confirmation were obtained in theAnnual General Meeting held on 29.09.201 0. Central Government also accorded its approval wide letter dated 06.06.201 1 . As per Rule 3 of Director's Relatives (Office or Place of Profit) Rules, 201 1 , now the payment upto a limit of Rs. 2,50,000 per month can be given without obtaining Central Government approval. Keeping in view of his experience the Board in its meeting held on 6.07.201 3, has decided to increase the salary of Mr. Ashish Gupta, subject to the maximum overall limit of Rs.2,50,000!- per month, w. e f. I 6.08.201 3, subject to yourapproval. The proposed remuneration is in linewiththe remuneration inthe industry. Pursuanttothe provisionsofSection 314(IB) of the Companies Act, I 956, said increase in salary of Mr. Ashish Gupta is required to be approved by way of a special resolution by the Shareholders ofthe Company.

Mr. Vijay Kumar Gupta, Whole-time Director of the company are interested in the Resolution which pertains to the increase in salary payable to their relative.





No other Director is concerned I interested in the Resolution.

Your Director recommends the resolution set out at Item no. 7 of the Notice for the approval of the members.

Item No.8

The Shareholders may recall that Mr. Kapil Gupta son of Mr. Daya Kishan Gupta, Whole Time Director of the Company was appointed as Sales Managerofthe Company, forwhich shareholders approval and confirmation were obtained in theAnnual General Meeting, held on 29.09.201 0. Central Government also accorded its approval wide letter dated 30.05.201 1 . As per Rule 3 of Director's Relatives (Office or Place of Profit) Rules, 201 1 , now the payment upto a limit of Rs. 2,50,000 per month can be given without obtaining Central Government approval . Keeping in view of his experience the Board in its meeting held on 6.07.201 3, has decided to increase the salary of Mr. Kapil Gupta, subjectto the maximum overall limit of Rs.2,50,000I- per month, w. e. f. 16.08.2013, subjectto your approval. The proposed remuneration is in line with the remuneration in the industry. Pursuant to the provisions ofSection 314(1 B) ofthe CompaniesAct, I 956, said increase in salary of Mr. Kapil Gupta is required to be approved by way of a special resolution by the Shareholders of the Company.

Mr. Daya Kishan Gupta, Whole-time Director of the company are interested in the Resolution which pertains to the increase in salary payable to their relative.


Your Director recommends the resolution set out at Item no. 8 of the Notice for the approval of the members.

Item No.9

The Shareholders may recall that Mr. Adeep Gupta son of Mr. Jai Kishan Gupta, Whole Time Director of the Company of the company was appointed as Production Managerofthe Company, forwhich shareholders approval and confirmation were obtained in the Annual General Meeting, held on 29.09.201 0. Central Government also accorded its approval wide letter dated 30.05.201 1 . As per Rule 3 of Director's Relatives (Office or Place of Profit) Rules, 201 1 , now the payment upto a limit of Rs. 2,50,000 per month can be given without obtaining Central Government approval. Keeping in view of his experience the Board in its meeting held on 6.07.201 3, has decided to increase the salary of Mr. Adeep Gupta, subject to the maximuni overall limit of Rs.2,50,000I- per nnth, w. e. f. I 6.08.201 3, subject to yourapproval. The proposed remuneration is in linewiththe remuneration inthe industry. Pursuanttothe provisionsofSection 314(IB) of the CompaniesAct, I 956, said increase in salary of Mr. Adeep Gupta is required to be approved by way of a special resolution by the Shareholders ofthe Company. 4 Mr. Jai Kishan Gupta, Whole-time Director of the company are interest d in the Resolution which pertains to the increase in salary payable to their relative.


Your Director recommends the resolutioet out at lten. 9 the Notice for the approval of the members.

Item No.10

In order to meet the requirements of the funds for enhanced working capital needs of the Company, to meet certain capital expenditure and to meet expenditure for general corporate purposes, it is proposed to issue 50,00,000 Equity Shares of Rs. I 0/- each at a premium of Re. 1/- per share and 15,00,000 warrants atce of Rs. Ill- per warrant, Convertible into equal number of equity shares of the Company, aggregating to Rs. 7,15,00,000/- on preferential basis, as per the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 for Preferential issue.

Disclosure in terms oe Securities and Exchange Board oflndia (Issue ofCapital and Disclosure Requirements) Regulations, 2009) Material Facts relating to the Preferential Allotment:

In terms of Section 173 ofthe CompaniesAct, 1956, the following Explanatory Statement sets out all the material facts relating to the Item N0AIO ofthe accompanying Notice dated 6th July, 2013.

i) S the Company is on a growth trajectory, there is need to augment funds to meet its investmentslcapital expenditure, enhance its long term resources and thereby strengthening the financial structure of the Company. The Company has been exploring various options for raising funds.

ii) The Shares/warrant allotted to the investors shall rank paripassu with all other equity shares of the Company in respect of all rights including dividend.

iii) Pursuant to provisions of Section 81 (lA) of Companies Act, 1956, any offer or issue of shares/warrant of the Company to persons otherthan the existing holders ofthe equity shares ofa Company requires prior approval ofthe Shareholders in general meeting by a Special Resolution. The Listing Agreements executed by the Company with the Stock Exchanges also provide that the Company shall , in the first instance, offer all securities for subscription pro- rata to the Shareholders unless the Shareholders in a general meeting decide otherwise.

iv) The pricing ofthe Equity Shares nowto be allotted on preferential basis shall not be lowerthan the price determined in accordance with the SEBI (Issue ofCapital and Disclosure Requirements) Regulations, 2009.




PRAKASH WOOLLEN MILLS LIMITED Howeverthe price shall be recomputed in terms ofthe provision ofSEBI (Issue ofCapital and Disclosure Requirements) Regulations, 2009 if required.

Further, if the amount payable on account of the re-computation of price is not paid within the time stipulated in SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, the securities proposed to be issued shall continue to be locked-in till the time such amountis paid bythe proposed allottees.

The Board needs an authority to issue, offer and allot 50,00,000 equity shares and I 5,00,000 Warrants to the Investor. lt may be noted that in terms of Chapter VI I of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 it is necessary to disclose the details of investor and certain other terms to the shareholders while seeking their approval for issuing the equity shares/warrants on preferential basis. Hence, the requisite approval ofthe shareholders is being sought underterms ofthe provisions ofthe Companies Act, 1956, and the SEBI (Issue ofCapital and Disclosure Requirements) Regulations, 2009. The relevantdisosures/details ofwhich are given below:

The Objects of the Preferential Issue: The objects ofthe proposed allotment are:

I ) To strengthen the equity base of the Company,

2) To arrange the funds required for meeting the enhanced working capital requirements ofthe company,

3) To meet certain capital expenditure and

4) To meet expenditure for general corporate purposes.

Type of security offered and the number of security offered:

The Company proposes to offer, issue and allot 50,00,000 equity shares of Re.1O/- each at a premium Re. II- aggregating to Rs. 5,50,00,000 and I 5,00,000 warrants of Rs. I II- each to the Investor on the terms and conditions determin by the Board.

Important terms and conditions: . The total subscription amount, payable by the Investor, shall be payable at the time of allotment of the equity shares/warrants

(including by conversion of unsecured loans lying into the credit of Promoters Group/Directors with the Company). . That on the date ofthe allotment ofwarrants, allottees shall paa minimum amount equivalent to 25% ofthe total consideration

ofwarrants and balance shall be payable on the date of conversion of warrants into quity shares of the Company as and when made in one or more tranches.

. The allotment of Issue Shares/Warrants are bject to the Investor not having sold any Equity Shares during the six months preceding the Relevant Date (defined below) the Investor not acquiring or selling any equity shares Equity Shares until completion ofthe allotmentofthe equity shares and warrants underthe proposed preferential issue;

. Under Chapter VI I of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 issue of equity shares on a preferential basis shall be made at a price not less than higher of:

(a) the average of the weekly high and low of the closing prices of the equity shares quoted on a recognized stock exchange during the six months preceding the Relevant Date;

(b) the average of the weekly high and low of the closing prices of the equity shares quoted on a recognized stock exchange during the two weeks preceding the Relevant Date;

. The "Relevant Date" for determining the issue price of the equity shares shall be July 6, 201 3 being the date which is 30 days priortothe date ofshareholders resolution i.e. August5, 2013.

. Preferential issue shall be subscribed only through the allottee's own bank account. Further Company also declares the beneficial owner of the allotted shares. Allotments in preferential issues shall only be made in dematerialized form.

Shares allotted in the preferential issue shall not be transferred till trading approval is granted for such shares by the stock exchanges. Further, the lock-in period shall commence on the date of such trading approval.

Shareholding Pattern before and after the offer is given below:

The broad Shareholding Pattern of the Company before the issue of shares and warrants and afterthe allotmentof shares and conversion of warrants into equity shares of the Company will be as follows:

Pre-Allotment Shareholding*

CATEGORY No. ofShares % PromoterandPAC's 2930050 70.17 Mutual Funds and Uil I 3400 0.32 Bank, Institution, Insurance Companies 120000 2.87 Corporate Bodies 110312 2.64 Indian Public, Trusts etc. 994638 23.83 NRI/Fll 7500 0.18 TOTAL 41,75,900 100.00 *As at 30.06.2013

Annual Report 2012-2013 U



PRAKASH WOOLLEN MILLS LIMITED PostAllotment Shareholding

CATEGORY No. of Shares

Promoter and PAC's 7930050 74.28 Mutual Fundsand UTI 13400 0.13 Bank, Institution, Insurance Companies 120000 1.12 Corporate Bodies 510312 4.78 Indian Public, Trusts etc. 2094638 19.62 NRI/Fll 7500 0.07 TOTAL I ,06,75,900 I 00.00

# The above Post preferential holding includes allotment of Rs. 50,00,000 Equity Shares and conver of 15,00,000 warrants into I 5,00,000 equity shares assuming that the right attached to the warrant wil I be exercised fully.

Intention ofthe promoters/directors/key management persons to subscribetothe offer:

The Promoters & PACs, have indicated their intention to subscribe to the proposed preferential is a per details given below:

Identity of the Present Proposed Allotment ost Preferential % of Post

Equity shares Warrants proposed Allottees Holding holding issued capital





PANofHUF-AADHV785ID 27181 352600 NIL '9781 3.56

Mrs.AnitaGuptaAARPG45O7H 74110 218000 100000 392110 3.67

Mr. Ashish Gupta Karla of MIs. Ashish Gupta HUF J PANofHUF-AAHHA6I42G NIL 352500 100000 452500 4.24

Mr. Vijay KumarGuptaAARPG4923F 253709 NIL 20000d 453709 4.25

Mr. Jai Kishan GuptaAARPG3386J 154360 75000 100000 329360 3.09

Mr.AdeepGuptaAARPG45O6G 98450 1560 100000 354450 3.32


Mr. Adeep Gupta Karta of M/s. Adeep Gupta HUF

PANofHUF-AAAHA6583N 38000 280 0 100000 418000 3.92

Mr. Jai Kishan Gupta Karla of

M/s. Gupta Jai Kishan HUF

PAN0fHUF-AAAHG54IIR 30590 358000 100000 488590 4.58


M/s. Daya Kishan Gupta HUF

PANofHUF-AAAHD6462M 25490 430000 NIL 455490 4.27


Mrs. Shalini GuptaAGFPG4O 33300 200000 187500 420800 3.94

Mr. Kapil Gupta Karta of M/s. Kapil Gupta HUF


TOTAL 35,00,000 15,00,000

No other director/Promoter/ Key management persons will subscribe to offer.

Proposed time within which the allotment shall be complete:

As required under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 the allotment of issue shares and warrants will be completed within I 5 days from the date of the passing of the resolution. Provided that where the allotment is pending on account of pendency of any application for approval or permission by any regulatory authority, if applicable, the allotment would be completed within I 5 days from date of such approval.




PRAKASH WOOLLEN MILLS LIMITED Lock in:

The aforementioned allotmentshall be subjectto lock-in in terms ofSEBI (Issue ofCapital and Disclosure Requirements) Regulation, 2009, for the time being in force.

Change of Management

Due to above preferential allotment of Equity Shares, no change of management control is contemplated.

The identity of the proposed allottees and the percentage of the post issued capital that may be held by them:

Identity of the Present Proposed Allotment Post Preferential % of Post

proposed Allottees Holding holding issued capital Equity shares Warrants





PANofHUF-AADHV785ID 27181 352600 NIL 3 3.56

Mrs. Anita Gupta AARPG45O7H 741 1 0 21 8000 1 00000 3921 3.67

Mr. Ashish Gupta Karla of MIs. Ashish Gupta HUF

PANofHUF-AAHHA6I42G NIL 352500 100000 452500 4.24

Mr. Vijay KumarGuptaAARPG4923F 253709 NIL 2OOOO_ 3709 4.25

Mr. Jai Kishan GuptaAARPG3386J 154360 75OO 100000 360 3.09

Mr. Adeep Gupta AARPG45O6G 98450 1 56000 1 0000e 3.32


Mr. Adeep Gupta Karta of MIs. Adeep Gupta HUF

PANofHUF-AAAHA6583N 38000 280000 100000 418000 3.92

Mr. Jal Kishan Gupta Karta of

MIs. Gupta Jai Kishan HUF

PANofHUF-AAAHG54IIR 30590 358000 100000 488590 4.58


MIs. Daya Kishan Gupta HUF

PANofHUF-AAAHD6462M 25490 430000 NIL 455490 4.27


Mrs. Shalini GuptaAGFPG4O5OK 33300 200000 187500 420800 3.94

Mr. Kapil Gupta Karta of MIs. Kapil Gupta HUF


Other Than Promoter Group

Dr. Rajendra Kumar Gupta PAN-AD 459k NIL 250000 NIL 250000 2.34

Mrs. Neeru Gupta PAN-ADTPG93I4M 5400 250000 NIL 255400 2.39

Mr. R. K. Gupta Karta of MIs. RK. Gupta

andSons HUFPANofHUF-AAHHR6I9IN NIL 200000 NIL 200000 1.87

Mr. NavdeepVarshneya PAN-ADFPV9839A NIL 200000 NIL 200000 1.87

Mrs. DivyaJain PAN-ADVPJI774G 300 200000 NIL 200300 1.88

MIs. BhageeradhaAgritech Pvt. Ltd. PAN-AAFCBI447E NIL 400000 NIL 400000 3.75

TOTAL 50,00,000 15,00,000

# The above Post Preferential holding includes allotmentof50,00,000 Equity Shares and conversion of 15,00,000 convertible warrants into I 5,00,000 Equity Shares assuming that the right attached to the warrants wil I be exercised fully.

Auditor's Certificate:

The Company is in the process of obtaining a certificate from Agarwal Pawan Kumar & Co. , StatutoryAuditors of the Company, certifying that the issue of the Equity Shares/Warrants is being made in accordance with requirements of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. Acopy ofthis certificate shall be placed before the shareholders attheAnnual General





Meeting and the same will also be made available for inspection at the registered office of the Company during the hours between I 0.00 am. and 5.00 p.m. until 15 days afterdate ofAGM.

Further, under section 81 (1 A) of the Companies Act, I 956, approval of the members is required for allotment of securities on preferential basis. Accordingly, the consent of the shareholders is being sought, pursuant to the appl icable provisions of the Companies Act, I 956, and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 to issue and allot equity shares on preferential basis as stated in the resolutions.

The Special Resolution, if passed, wil I have the effect of al lowing the Board to issue and allot Securities to the investor who may or may not be an existing shareholder of the Company.

The Shareholder may recai I that they have already approved this item at their extra ordinary general meeting held on I 4th March, 2013.

Consequent to this your company made an application to the Bombay Stock Exchange seeking approval for issue of preferential shares. Bombay Stock Exchange did not agree to the calculation of Pricing made as per Regulation 76 (2) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as the shares of the company were falling under the category of "infrequently traded". Therefore, yourapproval is being obtained again.

None of the Directors of the Company are in any way concerned or interested in the resolution excto extent of the shares to be allotted to them, their relatives, associates and PAC's in the ordinary course of business.

The Board of Directors of the Company recommends passing of the resolution as set out at item no. of the notic

ItemNo.11

To make the Managing Director/Whole Time Director liable to retire by rotation, it is proposed thatArticle No. I 85 ofArticles of Association of the Company be suitably amended. As per provisions of Section 31 of the Companies Act, I 956, shareholders approval by way of Special Resolution is required.

The Board recommends the resolution forthe approval ofthe shareholders as a Special Resolution.

None of the director is in any way interested in the passing of this item.

Place : VillageAmhera (Amroha) Date : 6th July, 2013

Registered Office: 18tI KM Stone, Delhi-Moradabad Road, NH-24, Village Amhera, Distt. J. P. Nagar-244102


By Order of the Board of Directors for Prakash Wollen Mills Limited

(Vijay Kumar Gupta) Whole Time Director

DIN No.: 00335325




MANAGEMENT DISCUSSION AND ANALYSIS

Forward Looking Statement

This Report contains forward-looking statements, which maybe identifiedbythefruse ofwords ilke 'plansÇ 'expectsÇ 'wiIlÇ 'anticipates Ç

'believesÇ 'intendsÇ 'projectsÇ 'estimates' or other words of similar meaning. All statements that address expectations or projections about the future, including, but not limited to statements about the company's strategy forgrowth, product development, market position, expenditures, and financial results, are fo,ward-looking statements. Forward-looking statements are based on certain assumptions and expectations offuture events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The Company's actual results, performance or achievements could thus differ materlaily from those projected in any such foiward- looking statements. The company assumes no responsibility to pubilcly amend, modify or revise any forward looking statement, on basis ofany subsequent developments, information or events.

Overview The Company is one of the successful corporation in the textiles sector in India, has a powerful Lrand 'PWM'. While focusing on its vision of being the leader in Mink Blanket segment your Company is now also establishing itself as a preferred suppliers of lue-added premium soft and warm Mink fabric and Blankets in the market.

The financial statements have been prepared in compliance with the requirement ofthe CompaniesAct, 1956 and General lyAccepted Accounting Principles (GAAP) in India. There are no material departures from prescribed accounting standards in the adoption of the accounting standards. The management of Prakash Wool len Mills Limited accepts responsibility for the integrity and objectivity of these financial statements, as well as for various estimates and judgments used therein. These estimates and judgments relating to the financial statements have been made on a prudent and reasonable basis, in order that the financial statements reflect in a true and fair manner, the form and substance of transactions and state of affairs and profits for the year.

Industry Structure and Development

The economic growth for the fiscal year 201 2-201 3 came to in at 5% (GOP). The government of 's data shows that the manufacturing sector grew at an annual rate of 2.6% in march quarter. Year of profligacy a long struggle with h inflation high interest rate. Persistent political grid lock frangible global economy has put lndi back in a rut.

Your Company ' Prakash Woollen' has show good growth at 20% approx among the industry in those unviable situations.

Financial Performance:

Revenues

During the year under review, the Company earned total revenue of Rs. 6431 .60 lacs as compared to Rs. 5373.54 lacs during the year registering a growth of2O% (approx). The income from sales at Rs. 6425.61 lacs registered a growth of2O% (approx) as compared to Rs. 5367.77 lacs earned in the previous year.

Expenditure

During the year under review, the total expenses of Rs. 6146.88 lacs were incurred, which increased by 19% as compared to Rs. 5157.39 lac incurred in e previous year in line with 20% increase in total revenues.

Opportunities and Ilenges

The opportunities thrown open by the buoyant market for textiles/woolen in India is good for the companies in the industry, your company is geared with strong brand positioning, fully integrated production facilities, and the technical innovation capabilities to deliver the kind of patterns, weaves and designs that are demanded by the growing consumer class.

lnterna&iitrols systems and their Adequacy

The Company has a defined organisation structure and has developed well documented policy guidelines with predefined authority levels. An extensive system of internal controls to ensure optimal utilisation of resources an accurate reporting offinancial transactions and strict compliance with applicable laws and regulations has also been implemented. The Company has put in place sufficient systems to ensure that assets are safeguarded against loss from unauthorised use or disposition, and that transactions are authorised, recorded, and reported correctly. Also, it has an exhaustive budgetary control system to monitor capital related as well as other costs, against approved budgets on an ongoing basis.

Aqualified and independentAudit Committee ofthe Board of Directors reviewsthe internal audit reports and the adequacy of internal controls.

Risk Management

Business risk evaluation and management is an ongoing process within the Company. During the year under review, a detailed exercise on 'RiskAssessment and Management' was carried out covering the entire gamut of business operations and the Board was informed ofthe same.





Health Safety and Environment

Health

The Company has built a proper channel for good health of the employees within the factory premises. These channels are capable of providing intensive care round-the-clock. Preventive medication through comprehensive examination ofall newworkers and studies and audits for health risk assessment are conducted periodically.

Safety

The Company believes that safety is integral to efficient business management and has benchmarked its processes to the highest standards of safety at the factory premises. For this the Company established a safety facility consisting safety professionals. Sound safety systems and procedures are in place with laid out standards that are accredited and enhanced by good safety professionals. Their implementation and compliance is strictly monitored. Regular audits are also conducted by internal and external experts.

Environment

The Company is committed to ensuring the highest standards of environment management and strict compliance with regulatory requirements at all times. The objective is to create an environmentally conducive eco-system at the location.

Human Resource Development

One ofthe "Key" reasons for the exponential growth of Prakash Woollen is undoubtedly its "People". Given the right environment and nurturing that is provided, time and time again seemingly "Ordinary" people surprise the company as they deliver "extraordinary" results. The Company has always provided an open and challenging work environment wherein the staff members get an opportunity to rapidly gain and assimilate knowledge. Creativity and dedication of al I the employees represent the most preciousLassets of the Company. For the growth ofthe organization, the human resources function has an important role to play not only in identifying and recruiting suitable individuals but also in developing and rewarding its employees. As such, we have focused on strengthening human capital through continuous training and development and by upgrading skills of employees to meet the Company's objectives. The Company has a union free environment and the industrial relations scenario con nued to be stable during the year. As on 31 .03.201 3 the total number of employees were I 57.

Cautionary Statement A

Statement in this Directors' Report & Management Discussion and analysis describing the Cnpany's objectives, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed orAimplied. Important factors that could make a difference to the Company's operation include raw material availability and prices, cyclical demand and pricing in the Company's principal market, changes in Government regulations, tax regimes, economic developments within India and the Company conducts business and other incidental factors.

Appreciation I.

Your directors express their warm appreciation to the employees at various Units for their diligence and contribution . Your Directors also wish to record their appreciation for the support and co-operation received from the dealers, agents, suppliers and the banks.

Place : VillageAmhera (Amroha) Date : 6th July, 2013


By order of the Board of Directors for Prakash Woollen Mills Limited

(Daya Kishan Gupta) Whole Time Director

DIN No.: 00337569

(Vijay Kumar Gupta) Whole Time Director

DIN No.: 00335325




DIRECTORS' REPORT

Dear Shareholders, Your Directors have the pleasure in presenting the Thirty Fourth Annual Report of your Company together with the Audited Statement ofAccounts for the year ended 31 st March, 2013.

Financial Highlights in Lacs Sr. No. Particulars 31.03.2013 31.03.2012

a. Gross Sales 6425.61 5367.77 b. Otherincome 5.99 5.77 C. Total Revenue 6431.60 5373.54 d. Profit before Depreciation &Tax 511 .82 424.14 e. Depreciation 227.10 208.13 f. Profit before Tax 284.72 216.01

g. Tax adjustment for Current year 77.30 75.30 h. Tax adjustment for Deferred Tax I 2.81 (11.37) i. Profit after Tax 194.61 152.08

Material Changes No material change has occurred since the date ofthe Balance Sheet and the date ofthis report, whic s any adverse effect on the working ofthe Company. .

Performance The overall performance of the Company was good. During the year, the Company has scaled new heights and set several new benchmarks in terms ofsales, profits, networth and assets. Turnoverforthe yearwas Rs. 6425.61 lacs against Rs. 5367.77 lacs in the previous year, reflection a growth of2O% (approx).

Profit after tax, including exceptional item, for the year was Rs. I 94.61 lacs as against Rs. I 52.08 lacs for the previous year, registering an increase of 27%.

FutureProspects Your Company is all set to improve its performance by improving the capacity utilization, increasing sales, generating better margins and employing costreducing measures. This would help the Company in getting betteroperational efficiency and value added products.

The new machinery for manufacturing of embossed mink s set up at l8th Km stone, Delhi Moradaba Road, Vili Amhera, J. P.

Nagar is put to use since January2013. De-Listing of Company è Your company was delisted from the Jaipur Stock Exchan Ahmadabad Stock Exchange and U . P. Stock Exchange and delisting from Delhi Stock Exchange is under process. Your Company main listed on Bombay Stock Exchange, a nationwide Stock Exchange.

Management's Discussion &Analysis Report A detailed review of the progress and the future o Company and its business, as stipulated under Clause 49 of the Listing Agreementwith the Stoc hanges, is presented in a separate section forming part oftheAnnual Report.

Directors Mr. P. K. Agarwal was appointed as an Additional Director as on August 31 , 201 2. His term expired on September 29, 201 2 being the date ofAnnual General Meeting. He was again appointed as an Additional Director with effect from November 7, 201 2. He shall hold office up to the date of the ensuing Annu General Meeting.

The Company has received notice in writing from a member proposing the candidature of Mr. P. K. Agarwal for the office of a Director, liable to retire by rotation.

Dr. S. K. Raj and Mr. M. K. Agrawal would retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

Mr. P. K. Gupta, who retire by rotation has not offered himself for reappointment and, therefore, would retire at the ensuing Annual General Meeting.

Issue of Shares on Preferential Basis Your Company could not re-issue the shares on preferential basis as approved by you at the Extra Ordinary General Meeting held on I 4th

March, 2013, as your company made an application tothe Bombay Stock Exchange seeking approval for issue of preferential shares. Bombay Stock Exchange did not agree to the calculation of Pricing made as per Regulation 76 (2) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as the shares of the company were fai ling under the category of "infrequently traded". Therefore, yourapproval is being obtained again.

Now your company's share is frequently traded therefore, your approval is being obtained as per Relevant item given in notice calling Annual General Meeting.




PRAKASH WOOLLEN MILLS LIMITED Subsidiaries Your company does not have any material unlisted/listed subsidiary company.

Public Deposit The Company has accepted deposits within the meaning of Section 58A and 58AA of the Companies Act, I 956 and the rules made there under. There is no unclaimed or unpaid amount of Fixed Deposit as on 31.03.2013.

Dividend Your Directors consider it prudent not to recommend any dividend for the year 201 2-1 3 keeping in view the need of resources for the new plant as well as to meet future expansion plans of the Company.

Auditors andAuditors' Report M/s. Agarwal Pawan Kumar & Co., Chartered Accountants, Auditors of the Company retire at the coiclusion of the ensuing Annual General Meeting and, being eligible, offerthemselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be within the limits provided in section 224(1 B) of the Companies Act, I 956. The Directors recommend the re-appointment of M/s. Agarwal Pawan Kumar & Co. asAuditors ofthe Company. The audit committee has recommended their reappointment.

There are no adverse qualification in the Audit Report which needs to be clarified .

CostAuditors and CostAuditors' Report Your Company appointed M/s. KAG & Associates, Cost Accountants, Cost Auditors of the Company, to conduct Cost Audit of the Company for the financial year ended March 31 , 201 2. The Cost Audit report confirms that the Company has complied with all the applicable provisions ofthe Companies (CostAccounting Records) Rule, 2011.

Particulars of employees In terms of the provisions of Section 21 7(2A) of the Companies Act, I 95»read e Companies (Particulars of Employees) Rules, 1975, the particulars ofemployees are setoutinAnnexureAtothis Report.

Directors' Responsibility Statement Pursuant to the requirements of Section 21 7(2AA) of the Companies Act, I 956 as amended by c$npanies (Amendment) Act, 2000, your Directors hereby state and confirm that: a) inthe presentation ofthe annual accounts, the applicableA ting Standards have be n followed alongwith proper explanation

relating to material departures forthe same; b) the directors have selected such accounting olicies and ap them consistently and made judgments and estimates that

are reasonable and prudent so as to give a true & fair view of t tate of affairs of the Company at the end of the financial year and ofthe profit ofthe Company for that period;

c) the directors have taken proper and sufficient care foi "tenance ofadequate accounting records in accordance with the provisions of the Companies Act I 956, for safe uarding e assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the an counts ofthe Companyon a going concern basis.

Energy Conservation, TechnojogyAbsorption ajad Foreign Exchange Earning and outgo The information pertaining to conservation ofenergy, technology absorption, foreign exchange earnings and outgo, as required under Section 21 7(1 )(e) of the Companies Act, I 956, read with the Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given inAnnexure B and forms part ofthis report.

Corporate Governance Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set outinthe ListingAgreementwiththe Stock Exchanges.

Areport on Gorporate Govern e as stipulated under Clause 49 ofthe ListingAgreementwith the Stock Exchanges forms part of this Annual Report.

Certificate from the Auditor of the Company, M/s. Agarwal Pawan Kumar & Co. confirming compliance of conditions of Corporate Governance as stipulated underthe aforesaid Clause 49, is annexed to this Report.

Employees' Relation The Company continued to have cordial relations with its employees and no dispute had taken place throughout the year.

ACKNOWLEDGEMENT The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees ofthe Company and the cooperation extended by Banks, GovernmentAuthorities, Customers, Shareholders and Employees of the Company and looks forward to a continued mutual support and co-operation.


Place : VillageAmhera (Amroha) (Daya Kishan Gupta) (Vijay Kumar Gupta) Date : 6th July, 2013 Whole Time Director Whole Time Director

DIN No.: 00337569 DIN No.: 00335325




PRAKASH WOOLLEN MILLS LIMITED Annexure A

Name Age Designation Remuneration (Rs in Qualifications Experience Date of Past of the Received Lakhs) Commencement Employment Employee of Employment

NIL

A-CONSERVATION OF ENERGY FORMA

(See rule 2) Form for disclosure of particulars with respect to conservation of energy

A Power and fuel consumption I Electricity (a) Purchased Unit (KWH)

Total amount (Rs.'OOO) Rate/Unit

(b) Own Generation (i) Through Diesel generator unit

Units (KWH) perltr. ofdiesel oil Cost/Unit

(ii) Through steam turbine/generation) units Units (KWH) per ltr. offuel oil/gas Cost/unit

2 Coal (specify quality and where used) Quantity (tones) Total Cost Average rate

3 Finance Oil Quantity (k ltrs) Total Cost Average rate

4 Others/internal generation (pl ive detail) Quantity (Qtl.) Total Cost Average rate

B. Consumption per unit of production Standard (if any)

Electricity (KWH) N.A. Furnaceoil N.A. Coal(specifyquality

.) N.A.

Others (specify) ) N.A.

4

Current year 2.91 NIL 0.123 0.078

-, B- TECHNOLOGY ABSORPTION

NIL NIL NIL

1001.79 7508.12 7500.00

Annexure B

Previous year 867047

5094.21 5.88

2499476 3.40

I I .00

NIL NIL

574.100 4419.75 7698.58

Previous year 4.08 NIL 0.70 0.291

NIL NIL NIL

2397.495 I 0065.94 4198.52

No R & D is carried out by the company. However imported foreign technology is being used in the production of mink blankets.

a. Technology imported : No Technology has been imported b. Year of import : during the past 5 years. c. Has technology been fully absorbed d. lfnotfullyabosorbed, areaswhere

this has not taken place, reasons therefore and future plans of action

Foreign Exchange Earning and Outgo Current Year Previous Year

( in Lacs) ( in Lacs) Foreign Exchange Earning NIL NIL Foreign Exchange Outgo (a) on Raw Material & Stores & Spares 100.60 120.55 (b) on travelling 8.07 2.52 (c) on Capital Goods 58.69 60.66




PRAKASH WOOLLEN MILLS LIMITED Report on Corporate Governance

In accordance with clause 49 of the Listing Agreement with the Stock Exchange in India (Clause 49) and the best practices followed internationally on corporate governance, the details ofgovernance systems and processes are as under:

Company's philosophy on Code of Governance

Your Company has always believed in adopting the best practices ofCorporate Governance with an aim to maximize the interest of the shareholders with those of other stakeholders- customers, employees, investors, vendors, dealers, financiers, State and Central Government and society at large in order to achieve long - term sustained value while ensuring accountability in the exercise of corporates' financial, legal and contractual obligations.

The key to good Corporate Governance is in ensuring that the Company takes into account the interest of a wide range of constituencies, as well as ofthe communities within which Company operate.

Today even in the fiercely competitive business environment, the Management and Employees of you any are committed to uphold the core values of transparency, integrity, honesty and accountability which are fundamentals of C Governance.

Your Company is fully committed to and continues to follow procedures and practices in conformity with the Code at vemance contained in the Listing Agreement.

2. Board of Directors

The composition of the Board is in line with the Listing Agreement. The Board of Directors of the Company consists of 9 Directors, out ofwhich four are Non Executive-Independent Directors, one is Non-Executive-Non Independent Director and rests four are Executive Directors ofthe Company. The Chairman ofthe Board is a Non Executive-Independent Director.

3. Board Meeting

Six Board Meetings were held during the financial year 201 2-201 3. These were held on May 30, 201 2, August 1 3, 201 2, August 31,2012, November 7, 201 2, January 1 , 201 3 and February 1 2, 201 3. The Company has held at least one Board Meeting in every three months and the maximum time gap between any such two meetings was not more than four months. The details ofthe Board Meetings are as under:

The composition ofthe Board and category of Directors are as under:

Name of the Director

Category Designatio No. of Meeting Attended

No. of membership in Boards of

other companies

Attendance of each director at last AGM _____________________

Mr. N. C.Agrawal Non Executive-

Independent Director hairma Four Two Yes

Mr. M. K.Agrawal Non Executive-

Independent Director ector Four NIL No

Dr. S. K. Raj Non Executive-

Independent Director tor Two One No

Mr. P. K.Agarwal1 Non Executive-

Independent Director Director Two NIL No

Mr. Vijay Kumar Gupta Executive Director Whole-time Director Six NIL Yes

Mr. Daya Kishan Gupta Executive Director Whole-time Director Six NIL Yes

Mr. Jai Kishan Gupta Executive Director Whole-time Director Six NIL Yes

Mr. Ved Prakash Gupta Executive Director Whole-time Director Two Two Yes

Mr. Pradeep Kumar Gupta Non-Executive Director-

Non Independent Director Director NIL Six No

I Mr. P. K. Agarwal was appointed as an Additional Director as on August 31 , 201 2. His term expired on September 29, 201 2 being the date ofAnnual General Meeting. He was again appointed as an Additional Director with effect from November 7, 2012.

None of the Directors on the Board is a member of more than ten Committees and Chairman of more than five Committees across all companies in which they are Directors.

4. Board's Procedures

lt has always been the Company's policy and practice that apart from matters requiring Board's approval by statute, all major decisions including quarterly results ofthe Company, financial restructuring, capital expenditure proposals, collaborations, material investment proposals in joint venture/promoted companies, sale and acquisition of material nature of assets, mortgages, guarantees, donations, etc. are regularly placed before the Board. This is in addition to information with regard to actual operations; major litigation feedback reports, information on senior level appointments just below the Board level and minutes of al I Committee Meetings.




PRAKASH WOOLLEN MILLS LIMITED 5. Audit Committee

Pursuant to the provisions of Section 292A of the Companies Act, I 956 and clause 49 of the Listing Agreement, an audit committee comprising ofthree Independent Directors has been constituted to perform all such powers and functions as are required to be performed underthe said provisions.

TheAudit Committee met 4 times during the year ended on March 31 , 201 3 on May 28, 201 2, August 9, 201 2, November 5, 201 2 and February 9, 2013. The intervening period between two meetings was well within the maximum time gap of 4 months as prescribed under Corporate Governance norms. The constitution of Audit Committee and attendance of each member is as given below:

Name of Member Designation No. of Meeting attended Mr. N. C. Agarwal Dr. S. K. Raj

Chairman Member

4 4

Mr. M. K. Agrawal Member 4

The Company Secretary acts as Secretary to the Committee.

Mr. NC. Agarwal, who acts as Chairman of the Audit Committee Meetings was present at the Last Annual General Meeting of the Company held on September29, 2012to answerthe shareholders' queries.

6. Remuneration Committee

Terms of Reference

Reviewing the overall compensation policy, service agreements and her employment conditions of Managing I Whole-time Director(s).

Reviewing the performance of the Managing I Whole-time Direc or and recommending to the Board, the quantum of annual increments and annual commission.

Composition

The Board of Directors constituted a Remuneration Committee comprising three Non-Executive Independent Directors. The Remuneration Committee metonce during the year i.e. on May 25, 2012 for increase the remuneration ofthe executive/Whole Time Directors of the company. The Committee and attendance of each member is as given below:

Name of Member Designation No. of Meeting attended

Mr.N.C.Agarwal Chairman I Dr. S. K. Raj

_

Member I Mr. M. K.Agrawal Member I

The function ofthe Remuneration Committee includes recommendation ofappointment ofWhole-time Director(s)! Managing Director/ Joint Managing Director and recomm ndation to the Board oftheir remuneration.

Remuneration Policy Payment of remuneration to the ole- me Director(s) is governed by resolution passed by the Board of Directors and shareholders of the Company, which covers the terms ofsuch appointment and remuneration, read with the service rules ofthe company. Remuneration paid to the Whole-time Director(s) is recommended by the Remuneration Committee, approved by the Board and is within the limits set by the shareholders at the General Meetings. The remuneration package of the Whole-time Director(s) comprises of salary, perquisites and allowance, commission and contributions to Provident fund as approved by the shareholders at the General Meeting. Annual increments are linked to performance and are decided by the Remuneration Committee and recommended to the Board for approval thereof.

The remuneration policy is directed towards rewarding performance, based on review of achievements. lt is aimed at attracting and retaining high caliber talent.

The det4ls of Remuneration paid to the Executive Directors for the financial year 201 2-201 3 is given below:

Name Salary Commission on profits Total

Mr.VijayKumarGupta Rs. 18,90,000/- NIL Rs. 18,90,000!- Mr. Daya Kishan Gupta Rs. 18,90,000/- NIL Rs. 18,90,000!- Mr.Jai KishanGupta Rs. 18,90,000/- NIL Rs. 18,90,000!- Mr.VedPrakashGupta Rs. 13,80,000/- NIL Rs. 13,80,000!-

# The Company has not paid any remuneration to its Non-Executive Directors except sitting fee for the meeting of the Board/Committee attended by them.

Equity Shares held by the Directors Exceptas stated hereunder, none ofthe directors, held any shares in the Company as on March 31 , 2013:




PRAKASH WOOLLEN MILLS LIMITED NAME OF THE DIRECTOR NO. OF SHARES HELD % OF SHAREHOLDING

Mr. Vijay Kumar Gupta 2,53,709 6.08 Mr. Daya Kishan Gupta I ,70,910 4.09 Mr. Jal Kishan Gupta I ,54,360 3.70 Mr. Ved Prakash Gupta I ,76,393 4.22 Mr. PradeepKumarGupta 46,900 1.12

The Company does not have any Stock Option Scheme for its employees.

7. Shareholders'! I nvestors' Grievance Committee The Shareholders'/Investors' Grievance Committee, inter alia, oversees and reviews all matters connected with the investor services in connection with applications received and shares allotted in the Initial Public Offer, status of refund account, conversion of partly paid shares into fully paid shares, rematerialization and dematerialization of shares and transfer of shares of the Company. The Committee oversees performance ofthe Registrarand TransferAgents ofthe Company and recommends measures foroverall improvement in the quality of investor services. The Board has delegated the power of approving transfer of securities to the officers of the Company.

Four Committee meetings were held during the year May 25, 201 2, August 8, 201 2, November 3, 201 2, February 8, 201 3. The constitution ofthe Committee and attendance ofeach member is as Qiven below:

Name of Member Designation Category No. of meetings attended Mr. N. C.Agarwal Chairman Non-Executive Director 4 Mr. V. P. Gupta Member Executive Director 4 Mr. V. K. Gupta Member Executive Director 4 r

Compliance Officer Mr. Arpit Suri, Company Secretary is the Compliance Officer w. e. f. January 1 , 201 3 and is complying with the requirements of the Listing Agreement with the Stock Exchanges and requirements of SEBI (Prohibition of Insider Trading) Regulation, I 992.

Complaints from Investors No. of complaints pending at the beginning ofthe year : Nil No. of complaints received by correspondence during the ye n I .03.201 3 : Nil No. ofcomplaints received forMutilated/Cheque Correction dunn year : Nil No. ofcomplaints received from B.S.E during the year : Nil No. of complaints received from SEBI I Scores website during the yea : Nil No. of complaints resolved I replied during the year : Nil *No of Investors complaints pending at the ending ofthe year 31 .03.201 3 : Nil We confirm that No complaints remained unattended I pending for more than 30 days. *There were no share transfers pending for registration for more t days as on the said date.

8. Corporate Governance Manual

The Board of Directors ofthe Company approved and adopted a comprehensive Corporate Governance Manual setting out the procedures for effective functioning ofthe Board and its Committees. It also incorporates the Code of Business Conduct and Ethics for Directors and Senior Management, Code of Ethics for Employee and Policy on Prohibition of InsiderTrading. These policies are regularly monitored and reviewed.

9. General Body Meetings The details ofdate, time and location ofAnnual General Meetings (AGM) held in last3 years are as under:

Year AGM Date Time Venue Special Resolution Passed

2009-10 3IStAGM 29.09.2010 11.00 am. 18th KM Stone, Delhi-Moradabad 1. Increase in remuneration ofMr. Vijay Road, NH-24, VillageAmhera, Kumar Gupta, WTD. Distt. J. P. Nagar-244102 2. Increase in remuneration of Mr. Jai

Kishan Gupta, WTD. 3. Increase in remuneration of Mr. Daya

Kishan Gupta, WTD. 4. Increase in remuneration of Mr. Ved

Prakash Gupta, WTD. 5. Increase in remuneration of Mr. Ashish

Gupta undersection 314(IB) of companies act, 1956.

6. Increase in remuneration of Mr. Adeep Gupta undersection 314(IB) of companies act, 1956.

7. Increase in remuneration of Mr. Kapil Gupta undersection 314(IB) of companies act, 1956.

2010-11 32AGM 29.09.2011 11.00 am. 18th KM Stone, Delhi-Moradabad No Special Resolution was passed Road,NH-24, Village Amhera, Distt. J. P._Nagar-244102




PRAKASH WOOLLEN MILLS LIMITED 2011-12 33AGM 29.09.2012 11.00 am. 18th KM Stone, Deihi-Moradabad 1. Re-appointmentofMr. Ved Prakash

Road,NH-24, VillageAmhera, Gupta as WTD after attaining the age Distt. J. P. Nagar-244102 of 70 years.

2. Increase in remuneration of Mr. Vijay Kumar Gupta, WTD.

3. Increase in remuneration of Mr. Jai Kishan Gupta, WTD.

4. Increase in remuneration of Mr. Daya Kishan Gupta, WTD.

5. Increase in remuneration of Mr. Ved Prakash Gupta, WTD.

Extraordinary General Meeting/Postal Ballot One Extraordinary General Meeting was held during the year 201 2-1 3 on I 4.03.2013.

Resolution Passed in Extraordinary General Meeting Subject Matter of Resolution Type of Resolution Increase inAuthotrised Capital Ordinary Resolution

Alteration in theArticles ofAssociation Special Resolution

Issue of Equity Shares/Warrants On Preferential Basis Special Resolution

No Resolution was passed by Postal bal lot during the financial year 2012-2013.

lo. Subsidiaries:

The Company has no subsidiary.

11. Disclosures . There are no materially significant related party transactions made by the Company with its Promoters, Directors or management,

their subsidiaries or relatives, etc. that may have potential conflict with the interest of the Company at large. The transactions with related parties as per requirements ofAccounting Standard (AS-1 8) - 'Related Party Disclosures' are disclosed in Notes to the financial statements as Note No. 21 in the annual Report.

. In the preparation of the financial statements, the Company has followed the Accounting Standards referred in Section 21 1 (3)(c) of the Companies Act, 1956. The significant accounting policies which are consistently applied are set out in Notes to the financial statements.

. The Company has complied with all requirement Listing Agreements entered into with the Stock Exchanges as wel I as the regulations and guidelines o EBI . Consequeere were no strictures or penalties imposed by either SEBI or the Sock Exchanges or any statutory ority for non-compliance of any matter related to the capital market since the Company was listed.

. Board review for adoptjpn of non mandatory requirements described under clause 49 of the Listing Agreement time to time.

12. MeansofCommunication . The Board of Directors of the Company approves and takes on record the quarterly, half yearly and yearly financial results, the

Performa prescribed by Clause 41 ofthe ListingAgreementwithin prescribed time.

. The approved financial results are forthwith sent to the listed Stock Exchanges and are published in the leading National English Newspapers namely The Pioneer' (Delhi). In addition, the same are published in Local language Newspaper namely Hindustan' (Moradabad), with in forty-eight hours of approval thereof. The same are not sent to the shareholders separately. The Company's financial results and official news releases are displayed on the Company's website www.prakashwoollen.com

. No formal presentations were made to the institutional investors and analysis during the year under review.

. Management Discussion d Analysis forms part of the Annual Report.

13. General Shareholder Information Registered Office l8th KM Stone, Delhi-Moradabad Road, NH-24, VillageAmhera, Distt. J. P. Nagar-244102

Annual General Meeting Day, Date, Time 5th ofAugust, 2013, Monday at 11 .30 am. Venue 18th KM Stone, Delhi-Moradabad Road, NH-24, Village Amhera,

Distt. J. P. Nagar-244102




PRAKASH WOOLLEN MILLS LIMITED Financial Calendar 2013-2014

. Financial reporting for the quarter ending June 30, 201 3 : By I 4th August2013

. Financial reportingforthe halfyearending September30, 2013 : By 14th November2013

. Financial reporting for the quarter ending December 31 , 201 3 : By 14th February 2014

. Financial reporting for the year ending March 31 , 2014 : By I 5th May 201 4 for and UFR3Oth May, 2014 forAFR

Book Closure Period

2ndAugust, 2013 (Friday)to 5th ofAugust, 2013 (Monday). (Both days inclusive).

DiWdend

Your Directors consider it prudent to not to recommend any dividend for the year 201 2-1 3 keeping in y the need of resources for the new plant as well as further expansion plans ofthe Company.

Listing ofEquity Shares on Stock Exchanges and Payment ofListing Fee

Bombay Stock Exchange Limited, (BSE) Delhi Stock Exchange, (DSE) P. J. Towers,Dalal Street, Mumbai-400001 OSE House, 3/1 AsafAli Road,New Delhi -110002

Annual Listing fee for the year 201 2-1 3, has been paid by the Company to Stock Exchanges.

Stock Code

Bombay Stock Exchange Limited, (BSE) Scrip Code - 531 437' SIN for Equity Shares - 1NE523101016

Delisting of Security

Delhi Stock Exchange, (DSE) 1 Scrip Code - '8445' SIN for Equity Shares - 1NE523101016

Your Company has been delisted form U. P. Stock Exchange, abad Stock Exchange and Jaipur Stock Exchange. Further, the application fordelisting from Delhi Stock Exchange is pendin e governing bodies ofthe Stock Exchange.

Stock Market Data

a) YourCompanyV/sSensex d

MONTH YOURCOMPANY SENEX High () Low () High () Low ()

April,2012 - - 17,664.10 17,010.16 May,2012 14.16 8.94 17,432.33 15,809.71 June, 2012 16.95 12.10 17,448.48 15,748.98 July,2012 13.93 10.26 17,631.19 16,598.48 August, 2012 10.29 9.80 17,972.54 17,026.97 September, 2012 - - 18,869.94 17,250.80 October, 2012 10.00 10.00 19,137.29 18,393.42 November, 2012 9.55 9.55 19,372.70 18,255.69 December, 2012 10.02 10.00 19,612.18 19,149.03 January,2013 . 11.19 10.00 20,203.66 19,508.93 February,201 11.34 8.91 19,966.69 18,793.97 March,2013 13.77 10.81 19,754.66 18,568.43

Registrar & Share TransferAgent Skyline Financial Services Pvt. Ltd. D-153A, lstFloor, Okhla,Area, Phase-1 IndustrialArea, New Delhi-110024 Tel .: 011-26812682-83 Fax: 011-30857562 Contact Person - Mr. Virender ana Email: admintaskylinerta.com Time: I 0.00 am. to I .00 p.m. and 2.00 p.m. to 4.00 p.m. (Monday to Friday)

Share Transfer System

Shares sent for transfer in physical form is processed and completed by our Registrar and Share TransferAgents within a period of I 5 days from the date of receipt provided all the documents are in order. In case ofshares in electronic form, thetransfers are processed by NSDL/CDSL through respective Depository Participants. Shares under objection are returned within two weeks.




PRAKASH WOOLLEN MILLS LIMITED Sha re holding Pattern as on March 31, 2013

CATEGORY NO. OF PERCENTAGE OF SHARE HELD SHAREHOLDING

(A) Shareholding of Promoter and Promoter Group I Indian

(a)Individuals/Hindu Undivided Family 2824250 67.63 (b) Bodies Corporate I 05800 2.53

SubTotal(A)(1) 2930050 70.17 2 Foreign NIL NIL

SubTotal(A)(2) NIL NIL Total Shareholding ofPromoterand PromoterGroup(A)=(A)(1)+(A)(2) 2930050 70.17

(B) Public Shareholding I Institutions (a)Mutual Funds! UTI 13400 0.32 (b)Financial Institutions/Banks 120000 2.87

SubTotal(A)(1) 133400 3.19 2 Non-Institutions (a)Bodies Corporate 175006 4.19 (b)Individuals NIL NIL i. Individual shareholders holding nominal share capital up to Rs. I Lakh 690994 16.55

Individual shareholders holding nominal share capital in excess of Rs. I Lakh 238850 r 5.72 (c)Other i. Non Resident Indians 7500 0.18 ii. Hindu Undivided Family 100 0.00

Sub Total (B)(2) 1112450 26.64 Total Public Shareholding (B)= (B)(1)+(B)(2) 1245850 29.83 TOTAL (A)+ (B) 4175900 100.00

(C) Shares held by Custodians and againstwhich depository Receipts have been issued NIL NIL GRAND TOTAL (A)+(B)+(C) 4175900 100.00

Shareholding Pattern by Size

The distribution ofshareholding as on 31st March, 2013 is given below:

SHAREHOLDING SHAREHOLDERS NUMBERS

% TO

TOTAL

PHYSICAL SHARES

S ARES NSDL

SHARES IN CDSL

TOTAL %AGE

UPTO 500 388 46.47 112500.00 0.00 3728.00 123178.00 2.95

501 - 1000 238 8.50 206400.00 4700.00 3383.00 214483.00 5.14

1001 - 2000 89400.00 6800.00 1121.00 97321.00 2.33

2001 - 3000 38 4. 89800.00 3000.00 0.00 92800.00 2.22

3001 - 4000 10 1.20 30900.00 0.00 3200.00 34100.00 0.82

4001 - 5000 16 1.92 77600.00 0.00 0.00 77600.00 1.86

5001 - 10000 17 2.04 117600.00 17900.00 15400.00 150900.00 3.61

10001 & ABOVE 68 8.14 1186270.00 455278.00 1743970.00 3385518.00 81.07

- 835 100.00 1910470.00 494628.00 1770802.00 4175900.00 100.00

Dematerialisation ofshares and liquidity 54.25 % ofthe Company's Paid up Equity Shares Capital is in the dematerialized form as on March 31 , 2013.

Plants and Units Locations: J. P. NagarWorks : 18th KM Stone, Delhi-Moradabad Road,

NH-24, Village Amhera, Distt. J. P. Nagar-244102

Moradabad Works

Sales Office


Village-Mangupura, P.O. Pakwara, Moradabad.

4, Baba Gangapuri Road,

Opp. PanipatGasAgency, Panipat-132103



PRAKASH WOOLLEN MILLS LIMITED Address for Correspondence (a) Investor Correspondence: For any query relation to the shares of the Company.

For Shares held in Physical Form: Skyline Financial Services Pvt. Ltd. D-153A, lstFloor, Okhla,Area, Phase-I IndustrialArea, New Delhi-110024 Tel.: 011-26812682-83 Fax: 011-30857562 Email: admincskylinerta.com

For Shares held in Demat Form:

To the Investors' Depository participant(s) and I or Skyline Financial Services Pvt. Ltd. at the above address

(b) For grievance redressai and any query on Annual Report Secretarial Department Prakash Woollen Mills Limited 18th KM Stone, Delhi-Moradabad Road, NH-24, Village Amhera, Distt. J. P. Nagar-244102

14. Compliance Certificate of the Auditors The Statutory auditors have certified that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange and the same is annexed to the Directors' Report and Management Discussion and Analysis.

The Certificate from the StatutoryAuditors will be sent to the Listed k Exchange sent to the Listed Stock Exchange alongwith theAnnual Report ofthe Company.

15. Share Capital Audit Report The Company has appointed M/s R S Bhatia, Practicing Company Secretary, to conduct S Capital audit of the Company for the financial year ended March 31, 2013, who has submitted his quarterly reports confirming there is no discrepancy.

16. Details of Directors seeking appointment/re-appointment in the Annual General Meeting (Pursuant to Clause 49 (IV)(E) and 49(IV)(G)(i) of the Listing Agreement)

Name DateofBirth '.

Date ofAppointment Qualification Expertise in specific functional areas Chairman! Director of other Companies Chairman! Member of Committees of the Board of Companies of which he is a Director

Dr. S. K. Raj 1.09.1945 .03.2013 BBS, MD

Physician ONE

NIL

Name Mr. M. K. Agrawal Date of Birth 15.07.1940 Date ofAppointment 30.06.2008 Qualification Graduate Expertise in specific functional areas Business Chairman! Director of other Companies NIL Chairman! Member of Committees of the Board of Companies of which he is a Director NIL

Name Mr. P. K. Agarwal Date of Birth 26.08.1949 Date ofAppointment 07.11.2012 Qualification Graduate Expertise in specific functional areas Business Chairman! Director of other Companies NIL Chairman! Member of Committees of the Board of Companies of which he is a Director NIL





Declaration of the Whole Time Directors of the Company

We, Vijay Kumar Gupta, Whole Time Director and Daya Kishan Gupta, Whole Time Director of Prakash Woollen Mills Limited, to the best of our knowledge and belief, certify that:

I . We have reviewed the balance sheet and profit and loss account and all its schedules and notes to accounts, as well as the cash flow statements and the directors' report;

2. Based on our knowledge and information, these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

3. Based on our knowledge and information, these statementstogether presenta true and fairview of Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations;

4. To the best of our knowledge and belief, no transactions entered into by the company during the year which is fraudulent, illegal or violative ofthe company's code ofconduct;

5. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems ofthe company pertaining to financial reporting. Furtherwe have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or proposed to be taken to rectify these deficiencies;

6. We have indicated tothe Company'sAuditors and theAuditcommittee significantchanges in internal control overfinancial reporting during the year and significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements.


Place : VillageAmhera (Amroha) (Daya Kishan Gupta) (Vijay Kumar Gupta) Date : 6th July, 2013 Whole Time Director Whole Time Director

DIN No.: 00337569 DIN No.: 00335325

AUDITOR'S CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To,

The Members of Prakash Woollen Mills Limite4 Vili. Amhera, Distt. Amroha

We have examinedthe compliance ofconditions ofCorporate Gover-nance by Prakash Woollen Mills Limited (the Company)forthe year ended on 31 st March, 201 3, as stipulated in clause 49 of the Listing Agreement of the Company with Stock Exchanges.

The compliance of conditions ofCorporate Governance is the responsibility ofthe management. Ourexamination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance ofthe conditions of Corporate Governance. lt is neither an anor an expression of opinion on the finan-cial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied withthe conditions ofCorporate Governance as stipulated inthe above mentioned Listing Agreement.

We state that no investor grievances are pending for a period exceeding one month against the Company as per the record main-tamed bythe Shareholders/Investors Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with wchich the management has conducted the af-fairs ofthe Company.

Place : Village. Amhera (Amroha) Date :30.05.2013


ForAgarwal Pawan Kumar & Co. Chartered Accountants

(PAWAN KU MAR) (Prop.)

Membership No. 86706




AUDITORS' REPORT

To,

The Members of Prakash Woollen Mills Limited, 'fill. Amhera, Distt. Amroha

-

I . We have audited the attached Balance Sheet of Prakash Woollen Mills Limited as at 31 st March, 201 3 and also the statement of Profit and Loss forthe year ended on that date annexed thereto, and the Cash Flow statement for the year ended on that date. These financial statements are the responsibility ofthe company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 as amended by Companies ditor's Report) (Amendment) Order 2004 (together the Order) issued by the Central Government of India in terms of sub- ion (4a) of section 2270f the Companies Act, 1956, and on the basis ofsuch checks ofthe books and records ofthe Company aswe considered appropriate

and according to the information and explanations given to us, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 ofthe said order.

4. Furtherto ourcomments in theAnnexure refered to in paragraph 3 above, we report that:

(i)

(ii)

(iii)

(iv)

(y)

(vi)

We have obtained all the information and explanations, which to the best ofour knowledge and beliefwere necessary for the purposes ofouraudit;

In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examina-tion ofthose books;

The Balance Sheet, Profit and Loss count and Cash Flow Statement dealt with by this report are in agreement with the books of account;

In ouropinion,the Balance eet, Pr Accou and Cash FlowStatementdealtwith bythis report comply with the accounting standards (AS) rred to in su tion (3C) of section 21 1 of the Companies Act, I 956;

On the basis ofthe written representations received fro he directors, as on 31 st March, 201 3, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2013 from being appointed as a director in terms of clause(g) of sub-section (1 ) of section 274 of the Companies Act, I 956;

In our opinion and to the best of our information and according to the explanations given to us, the said financial statements, read together with the notes give the information required by the Companies Act, I 956, in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India:

the case of Balance Sheet, of the state of affairs of the company as at 31 st March 2013;

the case of the statement of Profit and Loss of the PROFIT for the year ended on that date; and

the case of Cash Flow statement, of the cash flows for the year ended on that date. ForAgarwal Pawan Kumar & Co.

Chartered Accountants

Place : Village. Amhera (Amroha) Date :30.05.2013


(PAWAN KU MAR) (Prop.)

Membership No. 86706



PRAKASH WOOLLEN MILLS LIMITED ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph(3) thereof)

(1 ) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) These fixed assets have been physically verified by the management at reasonable intervals; and no material discrepancies were noticed on such verification.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by this company during the year.

(2) (a) As per information given to us, the physical verification of inventory has been condu d at reasonable intervals by the management.

(b) In our opinion, the procedures of physical verification of inventory followed by t management are reasonable and adequate in relation tothe size ofthe company and the nature of its business.

(c) On the basis ofourexamination ofthe inventory records, in our opinion the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book recor were not material.

(3) (a) The company has not granted any unsecured loan to companies, firms or other parties covered in the register maintained under section 301 of the Act.Consequently clausé (3)(b), (3)(c), and (3)(d) are not applicable

(e) The company has taken unsecured loans, from indivduals, firm I company covered in th register maintained under section 301 oftheAct. Balances outstanding on Balance Sheetdate were Rs. 302.70 lacs.

(f) In our opinion the rate of interest and other terms and conditions of loans given or taken by the company, secured or unsecured , are prima facie not prejudicial to the interest ofthe company.

(g) The paymentofthe principal amountand irestare also regular.

(4) In our opinion and according to the information and expian on given to us, there is an adequate internal control system commensurate with the size of the company d the nature ts business, for the purchase of inventory and fixed assets and for the sale of goods and services. Correc measures are taken to remove weaknesses in internal control system as and when noticed.

(5) (a) In ouropinion and according to the information and e nations given to us, particulars ofcontracts or arrangements that need to be entered into a register in pursuance ction 301 oftheAct have been entered.

(b) In our opinion transactions made in pursuanc contracts or arrangements have been made at prices which are reasonable having regard to the prevailing arket prices at the relevant time.

(6) The company has accepted deposits from the public. In our opinion and according to the information and explanation given to us, the company has complied with the provisions of section 58A and 58AA of the Companies Act'l 956 and Companies acceptance of Deposits Rules 1975 with regard to the deposits accepted through private circulation.

(7) In our opinion, ompany has an internal audit stem com-mensurate with its size and nature of its business.

(8) Pursuant t rules made by the Central Government for the maintenance of cost records under Section 209(1 )(d) of the Companies Act, I 956, in respect of the Company's products to which the said rules are made applicable and we are of the opinion that prima-facie the prescribed records have been made and maintained. We have not, however, made a detailed

examination of the sJ records.

(9) (a) According to the information and explantions given to us and the records of the company examined by us, in our opinion, the company is generally regular in depositing undisputed statutory dues including provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authories.

(b) According to the information and expiations given to us and the records ofthe company examined by us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been

deposited on account ofany dispute exceptthe following:

EPFO has demanded Rs. 26.69 lacs. The management ofthe company has contested the demand of EPFO. The case is pending before Hon'ble EPFAT, New Delhi.

(1 0) The company has been registered for a period more than five years, and it has not incurred cash losses in such financial year and in the immediately preceding financial year.

(1 1 ) According to the records ofthe Company examined by us and the information and explanations given to us,the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.




PRAKASH WOOLLEN MILLS LIMITED (12) The company has not granted loans and advances on the basis of securety by way of pledge ofshares, debentures and

other securities.

(1 3) The provisions of any special statute applicable to chit fund are not applicable to the company.

(14) The company is notdealing ortrading in shares, securities, debentures and other investments.

(1 5) In our opinion and according to the information given, the company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

(16) In our opinion and according to the information and explanations given to us on overall basis the term loans have been applied for the purposes for which they were obtained.

(17) On the basis ofoverall examination ofthe balance sheet ofthe company, in ouropinion, and accordingtothe information and explanations given to us, there are no funds raised on a short term basis which have been used for long term investment.

(18) The company has not made any preferential allotment of shares to parties and companies covered in the Register mantained under section 301 of the Act.

(19) No debentures were issued.

(20) No money were raised by public issues during the year. Í L (21) No fraud on or by the company has been noticed or reported during the year.

ForAgarwal Pawan Ku mar & Co. Chartered Accountants

(PAWAN KU MAR) Place : Village. Amhera (Amroha) (Prop.) Date :30.05.2013 Membership No. 86706

/1




PRAKASH WOOLLEN MILLS LIMITED BALANCE SHEET AS ON 31ST MARCH 2013

Notes 31 March2013 31 March2012 in lacs in lacs

Eauitv and Liabilities Shareholders' Funds Share Capital I 417.59 ReservesandSurplus 2 1404.64

1822.23 Non-Current Liabilities Long - term borrowings 3 602.39 Deferred tax liabilities (Net) 4 248.09 Other long term liabilities 5 46.87

897.35 Current Liabilities Short term borrowings 6 1438.31 Trade payables 573.77 Other current liabilities 7 181.84

2193.92

Total 4913.50 Assets Non-Current Liabilities Fixed Assets Tangible assets 8 2274.56 Capital work in progress Long term loansand advances 9 15.72 Other non current assets 10 3.23

2293.51 Current assets Inventories 11 1877.15 Trade receivables 10 639.96 Cash and cash equivalents 12 34.41 Short term loans and advances 9 68.47

2619.99

Total 4913.50 Summary of significant accounting policies 33

The accompanying notes are integral part of the financial statements

As per our report of even date ForAgarwal Pawan Kumar& Co Forand on behalf of the board of directors Chartered Accountants of Prakash Woollen Mills Limited

V. K. GUPTA Whole time director DIN -00335325

(Pawan Ku mar) (Prop.) Membership No. 86706

Place : Village. Amhera (Amroha) Date :30 May2013


Arpit Suri Company secretary

417.59 1210.03

672.31 235.28

1347.64 454.89

4624.11

2003.78 58.25 16.11

I .98

2080.12

1667.81 742.54

57.31 76.33

2543.99

4624.11

D. K. GUPTA Whole time director

DIN-00337569



PRAKASH WOOLLEN MILLS LIMITED Statement of Profit & Loss for the year ended on 31 st March, 2013

Notes 31 March2013 31 March2012 in lacs in lacs

Income Revenue from operations Other Income

Total Revenue Expenses Cost of materials consumed Purchase of stock in trade Changes in inventories offinished goods, work in progress and stock in trade Employee benefit expense Finance costs Depreciation and amortization expense Other expenses

Total Expenses Profit before exceptional and extraordinary item and tax Exceptional items

Profit before extraordinary items and tax Extraordinary items

Profit before tax Tax expense Current Tax Deferred Tax

Profit (Loss) for the "' Frnn, ,nnfin inn nnr+inn

Profit I (Loss) for t Earnings per eguit Basic Diluted

Summary of signific

The accompanying

As per our report of ForAgarwal Pawan Chartered Accountants

13 14

15

16 17 18 19 20

'f

(Pawan Kumar) frs (Prop.) Membership No. 86706

Place : Village. Amhera (Amroha) Date :30 May2013


6425.61 5367.77 5.99 5.77

6431.60 5373.54

4596.60 3975.50 46.37 4 12.82

(480.51) 245.2 207.59 259.02 281.70 227.10 208.13

1003.07 952.16 _________ 5157.39

V,

216.15

284.72 216.15 --- 0.14

284.72 216.01

77.30 75.30 12.81 (11.37)

194.61 152.08

194.61 152.08

4.66 3.64 4.66 3.64

Forand on behalfofthe board of directors of Prakash Woollen Mills Limited




DIN-00337569



PRAKASH WOOLLEN MILLS LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013

31 March2013 31 March2012 in lacs in lacs

Cash flowfrom operating activities Net profit before tax and extraordinary items 284.72 216.15 Adjustment for Depreciation 227.10 208.13 Loss on sale of fixed assets 9.43 4.08 Interest/dividend 242.76 ' 257.61

Operating profit before working capital Changes Adiustment for movements in workina caoital lncrease/(decrease) in trade payables lncrease/(decrease) in other current liablilites lncrease/(decrease) in other long term liablilites lncrease/(decrease) in trade receivables. lncrease/(decrease) in inventory lncrease/(decrease) in long term loans and ad lncrease/(decrease) in in short term loans and lncrease/(decrease) in other non current asse

Cash generated from operations Interest paid Direct taxes paid

Cash flow before extraordinary items Extraoridinary Items Net cash from operation activities Cash flow from investing activities Purchase of fixed assets Sale of fixes assets Interest received

Net Cash used in investing activities Cash flow from financing activities Proceeds from issue of share capital Proceeds from long term borowwing Repayment of long term borrowing Proceeds for short term borrowg Net Cash used in financial activities

764.01

120.2 (3.43)

8.38 102.58

Net increase in cash and cash equivalents Cash and cash equivalents as at the beginning ofthe year Cash and cash equivalents as atthe end ofthe year

Summary of significant accounting policies 33

The accdmpanying notes are integral part ofthe financial statements

As per our report of even date ForAgarwal Pawan Kumar & Co Chartered Accountants

(Pawan Ku mar) (Prop.) Membership No. 86706

Place : Village. Amhera (Amroha) Date :30 May2013 Annual Report 2012-2013

(22.90) 57.31 34.41




655.97

181.08 3.63

(7.29) 380.57

(687.64) (10.10)

25.18 (1.98)

569.42 (262.66)

(72.58)

234.18

234.18

(279.89) 7.77 5.77

(266.35)

205.01 (205.34)

53.04

:'k I

20.54 36.77 57.31


DIN-00337569




NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013


1. Share Capital Authorised Shares 1,20,00,000 equity shares of Rs. 10/- each 1200.00 600.00 Issued, subscribed and paidup shares 41,75,900 equity shares of Rs. 10/-each 417.59 417.59

Total issued, subscribed and fully paid up share capital 417.59 _ - 417.59

a. Reconciliation of the shares outstanding at the beginning and at the end of the reporting period Equity shares

31 March2013 No. in lacs in lacs

31 March2012 No. in lacs in lacs

At the beginning of the period 41.759 417.59 41.759 417.59

Outstanding at the end of the period 41 .759 417.59 41 .759 417.59

b. Terms/rights attached to equity shares

The company has only one class of equity shares having a par value of 1 O per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval ofthe shareholders in the ensuingAnnual General Meetin

During the year ended 31 March 201 3, no dividend amount has recognized as distributions to equity shareholders.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

c. Aggregate number of bonus shares issued shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date

Bonus shares Shares isued for consideration other th cash Shares bought back

d. Details of shareholders holdina mor a

31 March2013 31 March2012 No. in lacs No. in lacs

Nil Nil

Nil Nil

Nil Nil

shares in the

31 Mrch2013 31 March2012 Nos. % holding in Nos. % holding in

the class the class Mr. Vijay Kumar Gupta 253709 6.08 253709 6.08

As per records af the company, including its register of shareholders/members and other declarations, received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

e. Details of forfeited shares 913900 equity shares were forfeited in the financial year 1998-99 which were issued at a premium of Rs. 20/- pre share. On these shares Rs. 142.16 lacswere paid.

2. Reserves and surplus 31 March 2013 31 March 2012 in lacs in lacs

Share forfeited Share premium Revaluation reserve Capital subsidy Investment allowance reserve General reserve Surplus in the statement of profit and loss Add : Profit for the year


I 42.16 285.18 132.69

I 0.00 0.17 4.00

635.83 194.61 830.44

1404.64

I 42.16 285.18 132.69

I 0.00 0.17 4.00

483.75 152.08 635.83

1210.03



PRAKASH WOOLLEN MILLS LIMITED 3. Long term borrowings Non Current Portion Current Maturities

31 March2013 31 March2012 31 March 2013 31 March2012 in lacs in lacs in lacs in lacs

Term Loans StateBankoflndiaTLlV(Secured) 207.05 100.56 66.00 12.00 StateBankoflndiaTLlll(Secured) 82.52 181.83 84.00 84.00 State Bank of India CL (Secured) --- --- 94.42 State Bank of India TL I I (Secured) --- --- 18.69 State Bank of India Car Loan (Secured) 8. 10 8.01 1 1 .54 12.96 H D F C Bank Car Loan (Secured) 2.02 5.17 3.15 2.77 Deposits (Unsecured) Depositsfromshareholders 282.52 272.16 --- Deposits from others 20.18 104.58

602.39 672.31 64.69 224.84 The above amount includes Secured borrowings 299.69 295.57 164.69 224.84 Unsecuredborrowings 302.70 376.74 --- Amount disclosed under the head other current liablilities (1 64.69) (224.84)

Netamount 602.39 .... .672.31 ---

(a) TL IV

Term loan from State Bank of India has been sanctioned for an amount of Rs. 3.45 crores out ofwhich Rs. 285.05 lacs ware disbursed. The loan carries interest I 3.6% pa. The loan is repayable w.ef. October 201 2 in 6 monthly instalments of Rs. 2 lacs each, 24 monthly instalments of Rs. 5.50 lacs each, 30 monthly instalments of Rs. 6.50 each and on last instalment of Rs. 6 lacs ending in the month of October 201 7. However due to short disbursement by Rs. 59.95 the loan will be repaid by December 201 6. The loan is secured primarily by first charge on assets created out of this term loan.

(b)TLIII A

The term loan from State Bank of India was converted into FCNRB and carries interest 6.478% pa. The loan is repayable in 15 monthly instalments of Rs. 2 lacs each w.e.f. 31 .01 .2009 and 60 monthly instalment of Rs. 7 lacs each from 30.04. 1 0 till 31 .03.201 5. The loan is secured by hypothecation of assets created out ofthis loan.

(c)CL The term loan from State Bank of India in FCNRB carried interest 5.91 % pa. The loan was repayable in 6 monthly instalments of Rs. 2.50 lacs each starting from 31.1 010, 24 monthly instalments of Rs. 4.50 lacs each, 14 monthly instalments of Rs. 8.50 lacs each and last instalment of Rs. 8 lac .06.201 3, Since the loan was not fully disbursed the same was repaid in full in FY 201 2-1 3. The loan was secured by extension ofcharges on all assets ofthe mpany.

(d)TLII The loan from State Bank - ri FCNRB carried Interest 6.2% pa. The laon was repayable in 6 monthly instalments of Rs. 2 lacs each, 53 monthly i alments o s. 4 lacs each and last instalment of Rs. I lac till September 201 3. However the loan was prepaid in full in FY 201 2-1 e loan was ecured by hypothecation of assets created out of this loan.

(e) Car loan

The loans from State Bank of India carry interest 10% to 10.45% pa. and are secured by hypothecation of cars. The loans are repayable in 36 monthly instalments.

All the loans from State Bank on India are further secured by land and building ofthe company, residential properties oftwo whole time directors namely Mr. J.K. Gupta and Mr. D.K. Gupta and 3 STDRs of Rs. 5 lacs each pledged by M/s J.K. Gupta, D.K. Gupta and V.K. Gupta as collateral security. Further al I the loans from State Bank Of India have been secured by the guarantees of all the four whole time directors ofthe company namely Mr. V.P. Gupta, J.K. Gupta, D.K. Gupta and V.K. Gupta.

(f) The loan from HDFC bank has been secured by hypothecation of car purchased out ofthis loan and carries interest I 2.5% pa. The loan is repayable in 36 monthly instalments.

(g) Deposits from shareholders carry interest 12.% pa. 4. Deferred tax liability 31 March 2013 31 March 2012

in lacs in lacs Fixed assets : impactofdiffrence between tax depreciation and depreciation/amortization chaged forthefinancial reporting. 248.08 235.28

248.08 235.28





5. Other long term liabilities 31 March 2013 31 March 2012 in lacs in lacs

Balances of agents 46.87 38.49

6. Short term borrowings Cash credit from State Bank of India (Secured) 1438.31 1347.64

1438.31 1347.64

The above amount includes secured borrowings 1438.31 1347.64

Cash credit from State Bank of India is primarily secured against inventories and trade receivables and further secured by land and building ofthe company, residential properties oftwo whole time directors namely Mr. J.K. Gupta and Mr. D.K. Gupta and 3 STDRs of Rs. 5 lacs each pledged by Mr. J.K. Gupta, Mr. O.K. Gupta and Mr. V.K. Gupta whole time directors as collateral security. Further, guarantees by all the four whole time directors have been given. The loan carries interest I 3.45% pa. on rupee portion and 5.61 % to 6.57% on FCNRB portion.

7. Other current liabilities

Currentmaturities oflong term borrowings 164.69 224.84

Interest accrued but not due on borrowing 7.66 10.12

Others TOS payable 9.49 12.19

Service tax payable --- 0.26

Commercial tax payable --- 0.47

181.84 247.88

8. Tangible assets

Land Building Plant and iture & Vehicle Office Total equipment fixture equipment

Cost or valuation AtlApr.'2011 92.22 795.60 2225.45 23.84 133.65 14.27 3285.03

Additions - 46.27 126.39 1.25 42.04 5.69 221.64 Disposals - - - - 18.59 - 18.59

At31 Mar.2012 92.22 841.87 2351.84 25.09 157.10 19.96 3488.08

Additions 58.40 8887 341.91 1.42 26.27 2.68 519.55 Disposals - 37.51 - 46.39 - 83.90

At31 Mar.2013 150.62 4d- " 2656.24 26.51 136.98 22.64 3923.73

Depreciation AtlApr.2011 - 244.4 968.57 12.72 45.82 11.32 1282.91

Chargesfortheyear 26.77 165.57 1.54 13.65 0.60 208.13 Disposals - - - 6.74 - 6.74

At31 Mar.2012 - 271.25 1134.14 14.26 52.73 11.92 1484.30

29.13 182.74 1.66 12.79 0.78 227.10 Dpo::ls.7' I At31 Mar.' 300.38 1288.19 15.92 31.98 12.70 1649.17

Net Bloc At31 Mar.2012 92.22 570.62 1217.70 10.83 104.37 8.04 2003.78

At31 Mar.2013 150.62 - 630.36 1368.05 10.59 105.00 9.94 2274.56

The company has charged depreciation on entire value including reval ued amount wherever applicable from profit and loss statement and no amountofdepreciation has been recouped from revaluation reserve. The amountofdepreciation on amountbetween revalued value and original cost iss. 2.20 lacs.

The management of the company has assessed the assets of the company on the Balance Sheet date in compliance ofAS 28 and they are of the opinion that there are no indication that the assets of the company may be impaired . Therefore no estimate has been made of the recorevable amount ofthe assets.




PRAKASH WOOLLEN MILLS LIMITED 9. Long term loan and advances

Non Current Current 31 March2013 31 March2012 31 March 2013 31 March2012

in lacs in lacs in lacs in lacs Capital Advances Secured considered good --- ---

Unsecured considered good I .00 1 .50 --- 13.35

(A) 1.00 1.50 --- 13.35 Security Deposit Secured considered good --- ---

Unsecuredconsideredgood 14.72 14.61 --- 1.78

(B) 14.72 14.61 --- 1.78 Loan and Advance to related parties Unsecured considered good --- --- ---

(C) --- --- ---

Advance recorerable in cash or kind Secured considerd good --- --- ---

Unsecured considered good --- --- 39.69 8.72

(D) --- --- 39.69 8.72 Other Loans and Advances Advance income tax(Net of provision) --- --- ---

Loanstoemployees --- --- 10.75 10.48 Balance in PLA (Excise) --- --- --- 2.70 Cenvat Credit Receivable --- --- 12.92 26.38 TUFS Subsidy Receivable --- --- 5.11 12.92 Commercial Tax

(E) 28.78 52.48

Total (A+B+C+D+E) 15.72 16.11 68.47 76.33 10. Trade receivables and other assets (a) Trade receivables Unsecured considard good unless Stated otherwise outstanding for a period exceeding six months from the date they are due for payment. Secured, considered good -- --- ---

Unsecured,considered good - --- 88.34 53.12 Doubtful --- ---

A --- --- 8834 5312

Other receivables Secured, Considered good --- --- ---

Unsecured, considered good --- --- 551 .62 689.42 Doubtful A

(B) --- --- 551.62 689.42

Total (A+B) --- --- 639.96 742.54 Trade receivables include Due from partnership firm DesignsUnhimited --- --- --- 59.82 (b) Other assets Defined benefit plan (gr ity) 3.23 1 .98 ---

3.23 1.98 ---




PRAKASH WOOLLEN MILLS LIMITED 31 March2013

in lacs

11 . Inventories (Valued at lower of cost and net realisable value) Raw material and components 398.58

Work in progress 481.94

Finished goods 981.00

Tradedgoods 4.49

Stores and spares 11.14

I 877.15

12. Cash and bank balances Cash and cash equivalents balance with bank On current accounts 14.31

On deposit account Cashinhand 20.10

34.41

13. Revenue from operations Finished goods 6662.19

Traded goods 48.45

Waste 41.26

Revenue from operations (Gross) 6751.90

Less : excise duty 326.29

Revenue from operations (Net) 6425.61

14. Other income Interest received 5.63

Rent received 0.36

Ç QQ

15. Cost of raw material and comDonent consumed Inventoryatthe beginning oftheyear 417.62

Add.: Purchases 4577.56

4995.18

Less : Inventory at the end ofthe year

utu.r 398.58

Cost of raw material and components consumed 4596.60

Details of raw material and components consumed Yam 3192.88

Knitted Cloth / Polyphill 15.45 A

Dyes and chemicals 318.73

Packing materials 1069.54

4596.60

Details of inventory I raw material and components Yam Dyes and chemicals Packing materials Knitted Clothd

16. (Increase) I decrease in inventories

Inventories at the end of the year Traded goods Work in progress Finished goods

Inventories at the beginning Traded goods Work in progress Finished goods


178.32

68.94

142.64

8.68

398.58


31 March2012 in lacs

417.62

487.97

747.57

I .35

13.30

1667.81

22.68

0.26

34.37

57.31

'9 96.22 I 0.84

30.51

5737.57

369.80

R7 77

5.77

5.77

213.60

4179.52

4393.12

417.62

3975.50

2749.84

266.76

958.90

3975.50

I 74.99

I 02.31

140.32

417.62

Increase I Decrease in lacs

4.49 1.35 (3.14)

481.94 487.97 6.03

981.00 747.57 (233.43)

1467.43 1236.89 (230.54)

1.35 25.14 23.79

487.97 402.92 (85.05)

747.57 328.32 (419.25)

1236.89 756.38 (480.51)






Details of Purchase of traded goods Blankets 46.37 12.82

46.37 12.82 17. Employee benefits expense Salaryandwages 190.67 156.51 Bonus 34.20 28.20 Providentfund 10.22 9.13 Gratuityexpenses 9.55 12.95 Medical exp. 0.46 0.57 Leave with wages --- 0.23 Labourand StaifWelfare 0.1

245.26 207.59 18. Finance Costs Bankinterest 145.43 140.83 Interestothers 42.18 50.08 Exchange difference to the extent considered as an adjustmentto borrowing cost 60.78 72.47 Bankcharges 18.32

V, .

281.70 19. Depreciation and amortization expense Depreciation on tangible assets - 227.10 208.13 Less- Recoupmentfrom revaluation reserve ---

227.10 208.13 20. Other expenses Power and fuel 409.52 499.06 Rates and taxes 47.70 37.63 Freight and forwarding charges 98.71 56.44 Rent 20.39 16.29 Insurance 13.98 14.10 Repair and Maintenance Plant and Machinery 79.86 65.89 Others 7.65 12.18 Advertising and sales promotion 55.96 10.08 Commission and discount 135.26 141.67 Travellingandconvyance 21.96 19.58 Communication cost 6.36 6.64 Printing and stationery 4.11 3.46 Legal and professional fees 10.58 8.09 Directors sitting fees 0.48 0.36 Payment to auditors 0.50 0.63 Directors remuneration 70.50 48.00 Miscellaneosexpenses 10.12 7.98 Loss on sale of fixed assets 9.43 4.08

1003.07 952.16 Payment to auditors As auditors Auditfee 0.50 0.50 In others capacity --- 0.13

0.50 0.63

21 . Related party disclosures Related parties where control exists

Prahlad Industries, Designs Unlimited, Shree Bankey Bihari Enterprises




PRAKASH WOOLLEN MILLS LIMITED Directors and key management personal

MrV.P. Gupta, MrJ.K. Gupta, Mr D.K. Gupta, MrV.K. Gupta, Mr S.K. Agarwal, Mr P.K. Gupta, MrAdeep Gupta, Mr Kapil Gupta and Mr Ashish Gupta

Related party transactions

The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial year

a. Sale! purchase of goods and services (ein lacs)

Year ended Sale of Sale Service Purchase of Purchase of Amount owend Amount owend Goods Services(Rent) traded Goods by related parties to related parties

DesignsUnlimited 31.3.2013 11.94 - - 0.81 - - 31.3.2012 5.72 - - 9.49 59.82 -

ShreeBankeyBihari 31.3.2013 3.77 0.36 - 21.68 - 10.00 Enterprises 31.3.2012 - - - - - - Prahladlndustries 31.3.2013 - - 18.00 - - -

31.3.2012 - - 15.00 - - 2.10

(b)Deposits! loan taken and repayments thereof Year ended Deposited I Repayments Interest Amount ownd by

loan taken paid related parties

Prahlad Industries 31.3.2013 10.00 17.13 0.59 - 31.3.2012 50.00 92.47 4.66 6.54

Deposits from directors and relatives 31 .3.201 3 45.60 91 .56 36.62 302.70

31.3.2012 202.33 112.25 30.42 312.04

Deposits from related parties carry interest I 2% p.a

(c ) Remuneration to directors and key managerial personnel. 31 March2013 31 March2012

in lacs in lacs Mr. V.P. Gupta 18.90 12.00

Mr.J.K.Gupta J

18.90 12.00

Mr. D.K. Gupta 18.90 12.00

Mr.V.K. Gupta 13.80 12.00

Mr. S.KAgarwal 9.78 7.86

Mr.AdeepGupta 78 7.86

Mr. Kapil Gupta . 9.78 7.86

Mr. Ashish Gupta 9.78 7.86

109.62 79.44

In addition r. K. Agarwal, Adeep Gupta, Kapil Gupta and Ashish Gupta are covered by group gratuity scheme and remuneration to manag ersonnel does not include the provisions/contribution made for gratuity as they are determined on an actuarial basis for the company as a whole.

22. Value of imports calculated on CIF basis 31 March2013 31 March2012

in lacs in lacs Raw material ---

Components and spare parts 100.60 120.55

Capital goods 58.69 60.66

159.29 181.21

23. Expenditure in foreign currency Travellingandconveyance 8.07 2.52

8.07 2.52




PRAKASH WOOLLEN MILLS LIMITED 24. Imoorted and indiaenous raw material. comDonents and snare Darts consumed

Value in lacs

31 March 2013

% of Total Consumprion 31 March 2013

Value in lacs

31 March 2012

% of Total Consumprion 31 March 2012

Raw Material Imported --- --- ---

Indigenouslyobtained 3192.88 100.00 2749.84 100.00

3192.88 100.00 2749.84 100.00

Components Imported 163.09 11.62 99.82 8.14 Indigenously obtained I 240.63 88.38 1 1 25.84 91.86

1403.72 100.00 1225.66 100.00

Spare parts Imported 1.69 2.29 5.76 10.64 Indigenouslyobtained 72.25 97.71 48.40 89.36

73.94 100.00 54.16 100.00

25. Net dividend remilted in foreign exchange 31 March 2013 31 March 2012

Net dividend remilted in foreign exchange

26. Earnings in foreign currency (accural basis) Earnings in foreign currency (accural basis)

27. Gratuity benefit plan

The company operates defined benefits plan for gratuity for its em five years of service gets a gratuity on departure I 5 days last di with an insurance company in the form ofqualifying i rance poi

The following tables summarises the components t benefit e:

status and amounts recognized in the balance

Statement of Profit and Loss

Net employee benefit expense recognized in the employed

Nil

Nil

;. Underthe plan e employee who has completed at least laryforeach corn d yearofservice. The Scheme is funded

nized in the statement of profit and loss and the funded

31 March 2013w' 31 March 2012 in lacs in lacs

Current service cost I 6.00 5.22 Interest cost on benefit obligation 3.38 2.40 Expected return on plan assets (4.48) (3.23) Netactuarial (gain)/loss recognized in the year 4.07 8.11

Total 8.97 12.50

LC Premium 0.58 0.45

Net Benefit Expense 9.55 12.95

Actual return on plan assets 4.48 3.23

Balance1!hè!! BenefitAssets I liabilities Presentvalue ofdefined benefitobligation (54.40) (42.20) Fairvalueofplanassets 57.63 44.18

Plan assets (liability) 3.23 1.98

Changes in the present value of the defined benefit obligation are as following: Opening defined benefit obligation 42.20 29.98 Less : past service cost not recognized - - Current service cost 6.00 5.22 Interest cost 3.38 2.40 Benefitspaid

( 1.25) (3.51)

Actuarial (gain/losses) on obligation 4.07 8.11

Closing defined benefitobligation 54.40 42.20




PRAKASH WOOLLEN MILLS LIMITED Changes in the fair value of plan assets are as follows Benefit Assets! liabilities 31 March 2013 31 March 2012

in lacs in lacs

Opeining balance of plan assets 44.18 29.98 Expected return on plan assets 4.48 3.23 Contribution 10.22 14.48 Benefits paid (1.25) (3.51) Actuarial gain /(loss on plan assets (balancing) - - Closing Balance of plan assets 57.63 44.18

Total actuaial gain (loss) recognised (4.07) (8.11)

The major categories of plan assets as a percentage of the fair value of total plan assets are as follows: Gratuity

31 March 2013 31 March 2012

Investments with insurer 100% 100%

The principal assumptions used in determining gratuity obligation forthe company's plan are shown below: Discount Rate Expected rate of return on assets

28. Contingent liabilities

8% 9%

8% 9%

Demand by EPFO against the company not acknowledged as debt 26.69 38.95 Lc opened with bank 42.26 58.85

EPFO Bareilly has demanded Rs, 26.69 lacs as PF dues. The manament of the compaiy has contested the demand of EPFO. An appeal with Hon'ble EPFAT New Delhi is pending. The company has not recognized provispn for liabilities in the financial statement

LC amounting to US$ 77000 has been opened with the bank for purchase of machinery and is outstanding as on 31 March 2013.

29. Balances of trade receivables, trade payables are subject to confirmation as on 31 .3.13.

30. The company has not received information from vendors regarding their status under the Micro. Small and Medium Enterprises DerelopmentAct 2006 and hence disclosure relating to amounts unpaid as at the year end together with interest paid/payable under thisAct has not been given.

31 . The company carries on the business of textiles unde ich blankets of different qualities and size are producid . Further the sale is made in domestic markets at the same te ms and itions. Therefore, no different business or geographical segments are recognizable and reportable.

32. CorDorate information

Prakash Woollen Mills Lii. Is a public company domicilediWdia and incorporated under the provisions of the Companies Act I 956. Its

shares are listed on ttock exchanges in India. The company is engaged in the manufacturing and selling of mink blankets.

33. Significant accounting policies

I. Basis of Presentation

The financial statements are prepared underthe historical cost convention modified by revaluation offixed assets and in accordance with applicable Accounting Standards and relevant presentation requirements of the Companies Act. For recognition of income and expenses, Mercantile system of Accounting is followed.

I I . Fixed Assets

Fixed Assets are stated at cost or revaluation net of accumulated depreciation. Cost comprises the purchase price and any directly attributable costs of bringing the assets to working condition for its intended use. When fixed assets are revalued,surplus on revaluation is credited to Revaluation Reserve Account.

Ill. Investments

I nvestments are stated at cost of acquisition . Market val ue of quoted I nvestments at the date of the Balance Sheet is disclosed. Adjustment for increase I decrease in the value of investment, if any, is accounted for on realisation of the investment.




PRAKASH WOOLLEN MILLS LIMITED IV. Inventories

Inventories are valued at lower of cost or net realisable value. Cost for raw materials, store, packing material and consumables is generally determined on FIFO basis. Cost for own manufacturued goods comprises of materials and other attributable expenses and overheads ( including interest).

V. Depreciation

Depreciation on fixed assets has been provided on streight line method basis. Depreciation on Plant and Machinery has been provided for at the rates prescribed in Schedule XIV to the Companies Act I 956. In respect of certain assets whose residual useful life is determined to be less than the residual life as per books, depreciation is provided at the adjusted higher rates so that the value thereof is written off over the useful life detrmined.

VI. Retirement Benefits

Retirement benefit in the form of provident fund is a defined contribution scheme. The contributions to the Provident fund are charged to the statement of profit and loss for the year when the contributions are due. The comapny has no obligation, other than the contribution payable to the provident fund. The company operates defined benefit plan viz gratuity. The costs of providing benefits under this plan are determined on the basis of actuarial valuation each year.

VII. Foreign CurrencyTransactions

Outstanding foreign currency assets and liabilities are translated at the exchange rate prevaili as on Balance Sheet date or forward cover rate (as stretched overthe period ofcontract), as the case uiay be. Gains or loss these assets and liabilities including those on cancellation of forward exchange contracts, relating to the acquisition offixed assets are adjusted to the cost of such fixed assets and those relating to other accounts are recognised in the Profit and Loss Account under respective heads of accounts. The difference between the forward rate and the exchange rate atthe date oftransaction is recognised as income or expencese overthe life ofcontract.

VIII. Taxes on Income

Current tax is determined as the amount of tax payable in respect of taxable income for the period.Deferred tax is recognised, subject to the consideration of prudence, on timing differences, being the differeces between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsuent periods. Deferred tax assets are not recognised unless there is virtual certainty that sufficient future taxable income vil be available against which such deferred tax assets can be realised.

As per our report of even date ForAgarwal Pawan Kumar & Co Chartered Accountants

(Pawan Kumar) (Prop.) 4 Membership No.

Place : Villa mhera (Amroha) Date :3 2013



V. K. GUPTA Whole time director

DIN -00335325



D IN-00337569



PRAKASH WOOLLEN MILLS LIMITED Regd. Office : 18TH KM STONE, DELHI MORADABAD ROAD, NH-24, VILLAGEAMHERA, DISTT. J. P. NAGAR, (U.P.)-244102

PROXY FORM

DPID :______________________ ClientiD:

Folio No : No. of Shares:

of............................................................................ being a memberof Prakash Woollen Mills Limited

as my/our proxy to vote on mylour behalf at the Thirty Fourth Annual General Meeting ofthe Company to be held at the Registered Office of the Company at I 8th KM Stone, Delhi-Moradabad Road, NH-24, Village Amhera, Distt. J . P. Nagar (U. P. ) - 2441 02 on_Monday, the 5th

day ofAugust, 201 3 at I I .30 a. m . or at any adjournment thereof. Affix Rupee One

. . Revenue

Signedthis .................. dayof ................. 2013 Stamp

Note : (1 ) The proxy must be deposited at the Registered Office of the Company not less than Forty Eight hours before the time of holding the aforesaid meeting.

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

---- c ---------------- TEARHERE ----- PRAKASH WOOLLEN MILLS LIMITED

18TH KM STONE, DELHI MORADABAD ROAD, NH-24, VILLAGEAMHERA, DISTT. J. P. NAGAR, (U.P.)-244102

ATTENDANCE SLIP

PLEASE FILL IN THIS DANCE SLIPAN\ HAND IT OVERAT THE ENTRANCE OF THE MEETING HALL.

PARTICULARS OF THE SHAREHOLDER/ PROX'

DPID : ClientID:

Folio No : No. of Shares:

Name. .................................................................

Address. .................................................................

I here by record my presence atThirty Fourth Annual General Meeting of the Company to be held at the Registered Office ofthe Company at I 8th KM Stone, Deihi-Moradabad Road, NH-24, VillageAmhera, Distt. J. P. Nagar (UP.) - 2441 02 on Monday, the 5th day ofAugust, 2013 at 11 .30 am.

(SIGNATURE OF THE SHAREHOLDER/ PROXY)



BOOK-POST

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