DIRECTORS' REPORT

To

The Members

Shamken Spinners Limited

Your Directors have pleasure in presenting the 22nd Annual Report of the Company along with the Audited Accounts for the year ended March 31, 2014. In terms of General Circular 08/2014 dated 04/04/2014 issued by Ministry of Corporate Affairs (MCA), the Report of the Board of Directors has been prepared in compliance with the erstwhile Companies Act, 1956 and rules and regulations made thereunder only. 

The financial performance of the Company for the year ended March 31, 2014 is summarized below:

FINANCIAL RESULTS

Particulars                                                                     (2013-14)                           (2012-13)

Profit/Loss b/f from previous year                  (16913.12)                          (15790.10)

DIVIDEND

In view of the accumulated losses, your Board is unable to declare any dividend for the period under review.  DIRECTORS

In the term of Section 152 of the Companies Act, 2013 and Section 255 and 256 of the erstwhile Companies Act, 1956 Mr. Sanjay Chaturvedi (DIN: 01560666), Director of the Company, retire by rotation and being eligible, offer himself for re-appointment. The Board has recommended his re- appointment.

AUDITORS' REPORT

The observations of the Auditors in their Report, read with the relevant Notes to Accounts, are self explanatory and don't require any comment from the Directors of the Company. STATUTORY AUDITORS

M/s J.P. Chaturvedi and Company, Chartered Accountants, Mumbai, Statutory Auditors of the Company, who retires at forthcoming Annual General Meeting of the Company and have confirmed their eligibility and willingness to accept office, if re-appointed. The Company has received certificate from the said auditors to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141 of the Companies Act, 2013. Your directors recommend their re-appointment under Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 for the further period of three years i.e. till the conclusion of 25th Annual General Meeting.

 CORPORATE GOVERNANCE 

As required by Clause 49 of the Listing Agreement, Reports on Management Discussion and Analysis, Report on Corporate Governance and Statutory Auditors' Certificate on compliance of mandatory requirement are annexed as ANNEXURE � II, III and IV respectively and form an integral part of this report.

BOARD COMMITTEES

The Board of Directors at its meeting held on 20th August 2014 has rechristened the existing Remuneration Committee as �Nomination and Remuneration Committee� and Investors Grievance Committee as �Stakeholders Relationship Committee� under the Companies Act, 2013 and Clause 49 of the amended Listing Agreement with the Stock Exchanges. 

 PARTICULERS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to section 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosures of particulars in the report of Board of Directors) Rule, 1988 is given in the Annexure-I, forming part of this report.

 FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits in terms of Section 73 of the Companies Act, 2013 from the public during the current financial year. However, deposits received earlier are still due and certain payments have been made by the Company to few FD Holders in spite of financial constraint faced by the Company.

 PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 as amended, there is no employee employed by the Company either for whole or part of the year drawing remuneration in excess of the limits laid down under the rules mentioned above. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956 the Directors confirm:

a.        that in the preparation of the accounts for the year ended March 31, 2014, the applicable Accounting Standards had been generally followed alongwith proper explanation relating to material departures:

b.        that the directors had selected such accounting policies applied consistently and made judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the year ended and of the Profit and loss account of the Company for that period;

c.         that the directors had taken proper and sufficient care for the maintenance adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d.        that the accounts for the year ended March 31, 2014 had prepared on a going concern basis;

e.        that the Company has adequate Internal Control System in place to ensure compliance of law applicable to the Company;

f.         that the Auditor's qualifications are self explanatory and are disclosed to the Notes on Accounts attached as per Note No. 17. Since the net worth of the Company is completely eroded, the Company is neither provide nor paying interest to the secured term lenders and all the Accounts of the Company has been classified as NPA in the books of respective Bankers/Lenders. This is also disclosed in the Notes on Accounts and Auditors' Report. Other remarks are not related to the current financial year, they pertain to earlier years and the Management has already given the explanation during the year in which the event was occurred. 

  APPRECIATION      

Your Directors wish to convey their thankful appreciation for the constant and enthusiastic support of the Company's Customers, Distributors, Suppliers, Bankers, Financial Institutions and the State and Central Governments without which the Company would not have been able to accomplish whatever it has actually attained. Your Directors also take this opportunity to express their appreciation of the earnest efforts put in by the employees, at all levels, in achieving the Corporate Objectives.

By Order of the Board

For SHAMKEN SPINNERS LIMITED

Place: Kosi Kalan                                                                           AMIT CHATURVEDI          SANJAY CHATURVEDI 

Date:  20.08.2014                                                                                Director                                   Director            

ANNEXURE TO THE DIRECTORS'REPORT

ANNEXURE � I 

Statement of particulars pursuant to Companies (Disclosure of Particulars in the report of Board of Directors') Rule, 1988

As the company's operation was suspended due to the assets of the Company has been possessed by the ARCIL, therefore the information in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988is not applicable.

ANNEXURE-II

MANANGEMENT DISCUSSION and ANALYSIS REPORT

The management presents the analysis of performance of your Company for the year 2013-14 and its outlook for the future. This outlook is based on assessment of the current business environment and the expectations, estimates and projections of the management of the Company. It may vary due to future economic and political development, both in the Indian and international economies and due to other factors beyond control.

OPERATION and OUTLOOK

The Company's Account for the current year has been prepared for the period of 12 months i.e. from 01-04-2013 to 31-03-2014. During the year under review no commercial activities have been carried out by the Company and the Company has incurred a cash loss of Rs. 13.79 Lacs in the current reporting year and incurred cash loss Rs. 19.88 Lacs in the immediate preceding reporting period.

Due to fund constraint the plant of the Company has been closed from last few years.

Further whole of the Company has been possession by ARCIL under the SARFAESI Act, 2002 and your Company has filed an appeal against the possession of ARCIL before the Allahabad High Court and the matter is pending. Subsequently, the Directors of your Company have been expected that they will get free their unit very soon.

SWOT ANALYSIS FOR THE COMPANY

Strengths

Your company is one of the leading producers of cotton and synthetic yarn, having world class manufacturing facilities. We are poised to make a stride in international market with our State of Art Manufacturing facilities and competitive strengths.

Weaknesses and Threats

However due to suspend manufacturing activities the Company has not experienced any problem during the year.

Opportunities

The Indian Cotton and Synthetic market has thrown in a plethora of opportunities to the liberalization and demolition of quota system in USA and other European Market. With the emergence of strong middle class in Indian economy and having larger disposable income in the hands of the Consumers we expect the textile industry to make a significant contribution in coming days ahead.

ENVIRONMENT SAFETY

Your Company has installed proper plants to fulfill its obligations towards environmental safety. INTERNAL CONTROL SYSTEM and ADEQUACY Since the Company has not been in operation in the financial year, therefore there is no requirement for internal control system. RESEARCH and DEVELOPMENT

Expenditures on Research and Development is not separately allocated and identified.

DISCLAIMER

Statements in this report describing the current industry, outlook, opportunities etc. reflect the estimation and opinion of the Company. The same are based on certain assumptions and expectations of future events. The actual results may substantially diverge from the same as they depend upon the worldwide political, economical and social situation. Further, Government Regulations, tax structure, demand and supply conditions, cost of raw materials and their availability and other related factors can also have a bearing on the above statements.

By Order of the Board

For SHAMKEN SPINNERS LIMITED

Place: Kosi Kalan                                                                          AMIT CHATURVEDI          SANJAY CHATURVEDI 

Date:  20.08.2014                                                                         Director                                          Director                  

 ANNEXURE-III

REPORT ON CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement, entered with the stock exchanges in India, your

Company hereby provides, to the shareholders, the report on Corporate Governance.

The Company's philosophy envisages an attainment of highest level of transparency and accountability in its operations so that Company's goal of creation and maximization of wealth of shareholders/ stakeholders could be achieved. Corporate Governance is the combination of voluntary practices and compliance with laws and regulations leading to effective control and management of the organization. 

BOARD COMPOSITION

The Company's policy is to maintain optimum combination of executive and independent directors on its board. The Directors are having wide range of expertise and experience in diverse fields which bring the Company wide range of skills.

The Board of Directors of the Company comprises of four Directors. Three are Executive Directors and one is Non � Executive Independent Director.

BOARD MEETINGS

During the year under review, four (04) Board Meetings were held on 10.04.2013, 30.07.2013, 25.10.2013 and 30.01.2014. The gap between two Board Meetings was not more than four months.

The Composition of the Board of Directors, Attendance record and details of the Directorship of Directors are as follows:

*Excluding Private Limited Companies, Companies Under Section 25 of the Companies Act, 1956,    Foreign Companies and Alternate Directorship.

No Director of the Company was a member of more than ten committees or chairman of more than five committees across all the companies in which he was a Director.

TERMS OF REFERENCE

The terms of the reference of the committee cover the matter specified for Audit Committee under clause 49 of the Listing Agreement as well as in Section 292A of the Companies Act, 1956 and Section 177 of the Companies Act, 2013.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of two Executive Directors and one Non-Executive Independent Director.

The Committee comprises of three Directors, namely:

Mr. Amresh Jha � Chairman (Independent and Non Executive Director)

Mr. Amit Chaturvedi � Member (Executive Director)

Mr. Sanjay Chaturvedi � Member (Executive Director)

MEETINGS AND ATTENDANCE DURING THE YEAR

During the period under review four Audit Committee Meetings were held on 10.04.2013, 30.07.2013, 25.10.2013 and 30.01.2014. The gap between two Audit meetings was not more than four months.

The details of attendance of members of the Committee during the year are given below

The Chairman of the Audit Committee was present at the last Annual General Meeting of the company.

TERMS OF REFERENCE

To formulate the remuneration policy and approve the remuneration or revision in the remuneration

payable to Executive Directors/Whole time Directors.

COMPOSITION

The existing Remuneration Committee has been renamed as Nomination and Remuneration Committee to align with the Companies Act, 2013 and The Remuneration Committee comprises of one Non Executive Independent Director.

The Committee comprises of one Director, namely:

Mr. Amresh Jha � Chairman (Independent and Non Executive Director)

No meeting of the Remuneration Committee was held during the year under review

REMUNERATION POLICY

To recommend/review the remuneration package, periodically, to the Executive Directors. The Remuneration payable to them is in accordance with the existing industry practice and also with the provisions of the Companies Act.

REMUNERATION PAID TO EXECUTIVE DIRECTOR

During the period under review, due to losses, the Company has not paid any remuneration to the executive directors including the Managing Director.

REMUNERATION PAID TO NON EXECUTIVE DIRECTORS

At present, all the Non-Executive Directors receive remuneration only by way of sitting fees for attending the meetings of the Board and Committee thereof.

The details of remuneration paid to all the Non-Executive Directors for the year 2013-14 is given below:

SHAREHOLDINGS OF NON EXECUTIVE DIRECTORS AS ON MARCH 31, 2014

Mr. Amresh Jha , the Non Executive Independent Director of the company, do not hold any shares of the Company.

COMPOSITION

The existing Shareholders' / Investors' Grievance Committee has also been renamed as Stakeholders  Relationship Committee to meet the requirements under the Companies Act, 2013 This committee consists of three members namely:

Mr. Amresh Jha                 � Chairman (Independent and Non Executive Director)

Mr. Amit Chaturvedi                       � Member (Executive Director)

Mr. Sanjay Chaturvedi                    � Member (Executive Director)

The Committee meets at frequent intervals, to approve inter-alia, transfer / transmission of shares, issue of duplicate share certificates and review the status of investors' grievances and Redressal Mechanism and recommend measures to improve the level of investor services.

The Company maintains continuous interaction with the said RandT Agents and takes proactive steps and

actions for resolving complaints/queries of the shareholders/investors.

MEETINGS AND ATTENDANCE DURING THE YEAR

During the period under review Four Shareholders Grievance Committee Meetings were held on 10.04.2013, 30.07.2013, 25.10.2013 and 30.01.2014.

The details of attendance of members of the Committee during the year are given below

DETAILS OF INVESTOR'S COMPLAINTS

There are no complaints pending during the year under review.

The details of the last three Annual General Meetings of the Company are as under:

�        No special resolution was put through postal ballot during last year.

RELATED PARTY TRANSACTIONS

During the year ended March 31, 2014, there has been no materially significant transaction entered by the Company with any party, which is considered to have potential conflict with the interest of the Company at large. Transactions with the related parties are disclosed in notes to accounts in the Annual Report.

DISCLOSURES OF ACCOUNTING TREATMENT

While preparation of the Financial Statements, the Accounting Standards, issued by the Institute of Chartered Accountants of India(ICAI), have been strictly followed and there is no deviation in any respect.

DETAILS OF NON-COMPLIANCE ETC.

There has been some non compliance of the Listing Agreement from last few years due to which trading has been suspended by the BSE and no penalties or strictures have been imposed on the Company by the Stock Exchanges, SEBI or any such other statutory authority, on any matter relating to the capital markets, from the last few years.

The Company is in process to comply with the requirements of Clause 49 of the Listing Agreement, as revised/ amended by the BSE.

OUTSTANDING GDR's/ADR's/ WARRANTS OR ANY OTHER CONVERTIBLE INSTRUMENT

Till date your Company has not issued any ADR/ GDR/ Warrant or any other convertible instruments.

ANNUAL GENERAL MEETING

FINANCIAL CALENDAR

1st April, 2013 to 31st March 2014

BOOK CLOSURE DATE

26th September, 2014 to 30th September, 2014

LISTING ON STOCK EXCHANGES

The equity shares of the Company are listed at Bombay Stock Exchange, Calcutta Stock Exchange, Ahmadabad Stock Exchanges, Delhi Stock Exchange, Madras Stock Exchange and Uttar Pradesh Stock Exchange. However, the trading is suspended by the Bombay Stock Exchange.

STOCK CODE

Bombay Stock Exchange, Mumbai

ISIN No.: INE 626B01012

Scrip Code: 500386

ADDRESS FOR CORRESPONDANCE

Members may contact us at:

Company's Registered Office

94KM Stone, Village Kotwan

Delhi-Mathura Road

Distt. Mathura (U.P.) - 281403

             OR

Registrar and Transfer Agent

Beetal Financial and Computer Services (P) Ltd.

Beetal House, 3rd Floor, 99, Madangir,

BH-Local Shopping Centre,

Near Dada Harsukhdas Mandir, New Delhi-110062

REGISTRAR AND TRANSFER AGENT

M/s Beetal Financial and Computer Services (P) Limited

Beetal House, 3rd Floor, 99, Madangir,

BH-Local Shopping Centre,

Near Harsukhdas Mandir,

New Delhi -110 062

Ph.No.91-011-29961282, 29961284

PLANT LOCATIONS

The Company's Works and Sales Office are located at:

94 KM Stone, Delhi- Mathura Road, Khasra No. 316 and 318, Village

Kotwan, Distt. Mathura(UP).

COMPLIANCE CERTIFICATE OF AUDITORS

The company has obtained a certificate from the statutory auditors confirming the compliance with the

conditions of corporate governance as stipulated in clause � 49 which is attached to this report.

DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2014

(Nominal Value of each share/unit Rs 10)

Note:  

�  87,00,000 Equity Shares with differential voting right are not listed anywhere.

�  20,00,000 Preference Shares are not listed anywhere are held in physical form.

�  13,00,000 Equity Shares out of 3,50,00,000 Equity Shares are not listed anywhere and held in physical form.

MARKET PRICE INFORMATION

As the trading of the Company has been suspended, therefore the trading price of monthly high and low closing prices of the shares of your Company are not available on The Bombay Stock Exchange Limited, Mumbai.

DECLARATION FOR COMPLIANCE WITH CODE OF CONDUCT

I, Amit Chaturvedi, Whole Time Director of the Company, do hereby declare and confirm that all the Board Members and Senior Managerial Personnel have affirmed to the Board of Directors the compliance of the code of conduct as laid down by the Board.

By Order of the Board

For SHAMKEN SPINNERS LIMITED

Place: Kosi Kalan                                                                                                                       

Date:  20.08.2014                                                                                                                    AMIT CHATURVEDI

     Director

DIN: 01562933

ANNEXURE-IV

STATUTORY AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

To the Members of  

Shamken Spinners Limited

We have examined the compliance of conditions of Corporate Governance by Shamken Spinners Limited for the year ended on 31st March, 2014 as stipulated in clause 49 of the Listing Agreement of the said Company with stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management.  Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance.  It is neither an audit nor an expression of opinion on the financial statement 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 up to certain extent complied in all material respects with the conditions of Corporate Governance as stipulated in the listing Agreement.

We state that barring few cases, no investor grievances are pending for a period exceeding one month against the company as per the records maintained by the Shareholders Grievances Committee.

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

For J P Chaturvedi and Company

Chartered Accountants

Firm Registration No. 130274W

J. P. Chaturvedi

Prop.

Mem. No. 031373

Place: New Delhi

Date: 20.08.2014

FINANCIAL RESULTS (Rs. in Lakhs) Particulars (2013-14) (2012-13) Net Sales NIL NIL Other Income NIL NIL Total Income NIL NIL Profit / (Loss) for the year (1010.09) (1123.02) Profit/Loss b/f from previous year (16913.12) (15790.10) Profit/Loss available for appropriation (16952.53) (15942.44)

DIVIDEND In view of the accumulated losses your Board is unable to declare any dividend for the period under review.

Information pursuant to section 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosures of particulars in the report of Board of Directors) Rule, 1988 is given in the Annexure-I, forming part of this report.

MANANGEMENT DISCUSSION and ANALYSIS REPORT

The management presents the analysis of performance of your Company for the year 2013-14 and its outlook for the future. This outlook is based on assessment of the current business environment and the expectations, estimates and projections of the management of the Company. It may vary due to future economic and political development, both in the Indian and international economies and due to other factors beyond control.

OPERATION and OUTLOOK

The Company's Account for the current year has been prepared for the period of 12 months i.e. from 01-04-2013 to 31-03-2014. During the year under review no commercial activities have been carried out by the Company and the Company has incurred a cash loss of Rs. 13.79 Lacs in the current reporting year and incurred cash loss Rs. 19.88 Lacs in the immediate preceding reporting period.

Due to fund constraint the plant of the Company has been closed from last few years.

Further whole of the Company has been possession by ARCIL under the SARFAESI Act, 2002 and your Company has filed an appeal against the possession of ARCIL before the Allahabad High Court and the matter is pending. Subsequently, the Directors of your Company have been expected that they will get free their unit very soon.

SWOT ANALYSIS FOR THE COMPANY

Strengths

Your company is one of the leading producers of cotton and synthetic yarn, having world class manufacturing facilities. We are poised to make a stride in international market with our State of Art Manufacturing facilities and competitive strengths.

Weaknesses and Threats

However due to suspend manufacturing activities the Company has not experienced any problem during the year.

Opportunities

The Indian Cotton and Synthetic market has thrown in a plethora of opportunities to the liberalization and demolition of quota system in USA and other European Market. With the emergence of strong middle class in Indian economy and having larger disposable income in the hands of the Consumers we expect the textile industry to make a significant contribution in coming days ahead.

ENVIRONMENT SAFETY

Your Company has installed proper plants to fulfill its obligations towards environmental safety. INTERNAL CONTROL SYSTEM and ADEQUACY Since the Company has not been in operation in the financial year, therefore there is no requirement for internal control system. RESEARCH and DEVELOPMENT

Expenditures on Research and Development is not separately allocated and identified.

DISCLAIMER

Statements in this report describing the current industry, outlook, opportunities etc. reflect the estimation and opinion of the Company. The same are based on certain assumptions and expectations of future events. The actual results may substantially diverge from the same as they depend upon the worldwide political, economical and social situation. Further, Government Regulations, tax structure, demand and supply conditions, cost of raw materials and their availability and other related factors can also have a bearing on the above statements.

By Order of the Board

For SHAMKEN SPINNERS LIMITED

Place: Kosi Kalan                                                                          AMIT CHATURVEDI          SANJAY CHATURVEDI 

Date:  20.08.2014                                                                         Director                                          Director            

Information in accordance with the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 as amended, there is no employee employed by the Company either for whole or part of the year drawing remuneration in excess of the limits laid down under the rules mentioned above.

DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to section 217 (2AA) of the Companies Act, 1956 the Directors confirm: a. that in the preparation of the accounts for the year ended March 31, 2014, the applicable Accounting Standards had been generally followed alongwith proper explanation relating to material departures: b. that the directors had selected such accounting policies applied consistently and made judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the year ended & of the Profit & loss account of the Company for that period; c. that the directors had taken proper and sufficient care for the maintenance adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. that the accounts for the year ended March 31, 2014 had prepared on a going concern basis; e. that the Company has adequate Internal Control System in place to ensure compliance of law applicable to the Company; f. that the Auditor's qualifications are self explanatory and are disclosed to the Notes on Accounts attached as per Note No. 17. Since the net worth of the Company is completely eroded, the Company is neither provide nor paying interest to the secured term lenders and all the Accounts of the Company has been classified as NPA in the books of respective Bankers/Lenders. This is also disclosed in the Notes on Accounts and Auditors' Report. Other remarks are not related to the current financial year, they pertain to earlier years and the Management has already given the explanation during the year in which the event was occurred.

f. That the Auditor's qualifications are self explanatory and are disclosed to the Notes on Accounts attached as per Note No. 16. Since the net worth of the Company is completely eroded, the Company is neither provide nor paying interest to the secured term lenders and all the Accounts of the Company has been classified as NPA in the books of respective Bankers. This is also disclosed in the Notes on Accounts and Auditors' Report. Other remarks are not related to this year, they pertain to earlier years and the Management has already given the explanation during the year in which the event was occurred.