Alps Industries Limited

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Alps Industries Limited^ j£6th Annual Report 2007-2008

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CONTENTS

Corporate Directory

Board of Directors

Directors' Report

Annexure to the Directors' Report

Management Discussion & Analysis

Corporate Governance

Statement of Subsidiary Companies

Auditors' Report

Balance Sheet

Profit & Loss Account

Schedules forming part of Accounts

Notes to Financial Statements

Cash Flow Statement

Balance Sheet Abstract andCompany's General Business Profile

Subsidiary Companies

1. Alps USA Inc.

2. Alps Energy Pvt. Ltd.

3. Alps Retail Pvt. Ltd.

4. Alps Spandex India Ltd.

Consolidated

9

13

18

34

35

38

39

40

46

53

55

57

67

79

91

103

36'" Annual Report 2007-2008; 01


\\tbfazRLPS INDUSTRIES LTD.

Unit IWindow Covering ProductsA-3, Loni Road Industrial AreaGhaziabad - 201 007 (U.P.).E-mail: [email protected]

Unit IVIntegrated Textile Unit57/2, Site-IV,Industrial Area,Sahibabad,Ghaziabad-201 010 (U.P.).E-mail: [email protected]

Unit VIIYarn Spinning Mill (On long term lease)Kashipur Spinning Mills,Near Govt. Degree College,Kashipur Bazpur Road,Kashipur, Distt,- Udham SinghNagar, Uttarakhand - 244 713

UnitXHome Furnuishing Made-UPSA-16/2, Site-IV,Industrial Area, Sahibabad,Distt. Ghaziabad - 201 010 (U.P.)

REGISTERED OFFICEB-2, Loni Road Industrial Area, Opp. MohanNagar, Ghaziabad - 201 007 (U.P.).Ph. : 0120-265 7649 Fax : 0120-265 7540E-mail : [email protected]

R&TAGENCYAlankit Assignment Ltd.Alankit House, 2E/21, JhandewalanExtn., New Delhi-110 055 (INDIA)Ph : 91-11-4254 1234, 2354 1234Fax : 91-11-2355 2001, 4254 1967E-mail : [email protected]

CORP. OFFICE & SHARE DEPTT.57/2, Site-IV, Industrial Area,SahibabadGhaziabad - 201 010 (U.P.).

AUDITORSR.K. Govil&Co.Chartered Accountants

COMPANY SECRETARYMr. Ajay Gupta

Unit IIHome FurnishingsB-2, Loni Road Industrial AreaGhaziabad - 201 007 (U.P.).E-mail: [email protected]

UnitVVista AwningsB-160-161,Mettupalayam Industrial Estate,Pondicherry - 605 009.E-mail : [email protected]

Unit VIIIYarn Spinning Mill (On long term lease)Jaspur Spinning Mills,Afzal Garh Road,Jaspur,Distt.- Udham Singh Nagar,Uttarakhand - 244 712

Unit XIAutomotive, Technical Fabrics AndCotton Processing Project (UnderImplementation)Village Aminagar alias BhoorBaral, Distt. Meerut, U.P.

BANKERSState Bank of IndiaState Bank of MysoreState Bank of PatialaState Bank of HyderabadState Bank of IndorePunjab National BankSyndicate BankJammu & Kashmir Bank Ltd.UCO BankCenturion Bank of Punjab Ltd.Standard Chartered BankEXIM BankING Vysya Bank Ltd.Bank of Rajasthan Ltd.Kotak Mahindra Bank Ltd.HSBC Ltd.Standard Chartered BankIDBI Bank Ltd.

e-mail : [email protected]://www.alpsindustries.com

CORPORATE DIRECTORY

Unit IIIVista Floor FashionsA-2, Loni Road Industrial AreaGhaziabad - 201 007 (U.P.).E-mail : [email protected]

Unit VIFiber Dyeing &Eco-Friendly Yarn Spinning MillPlot No. 1A, Sec. 10, Sidcul, BHELIntegrated Indl. Estate, V.P.O.: Roshanabad Road,Distt.- Haridwar, UttarakhandE-mail : [email protected]

Unit IX (Under Implementation)High Quality Compact Yarn Spinning MillPlot No. IB, Sec.-10,Industrial Area,Integrated Industrial Estate,Ranipur, Distt. - Haridwar,Uttarakhand

REGIONAL & MARKETING OFFICESAhmedabad : Office No. 4, 3rd Floor,Akar Complex, Nathalal Colony,Stadium Road, Naranpura, AhmedabadE-mail: [email protected] : F - 228, Ground Floor, Lado Sarai,New Delhi-110030, Near Campa Cola Factory/Kali Mandir.E-mail : [email protected] : Flat No. 3116-3117, C-Wing, OberoiEstate, Chandivli Farms Road, Chandivli,Andheri (E); Mumbai-400 072E-mail : [email protected]: G - 24, Tej Kumar Plaza, Hazratganj,Lucknow - 226001E-mail: [email protected]: Room No. - 8 & 9, M.A. BusinessCentre, Poddar Point Rear Street, 113, ParkStreet Kolkata - 700016E-mail: praj[[email protected]: Shop No. 54, Patil Plaza, Parvati, NearMitra Mandal Chowk, Pune - 411009E-mail: [email protected]

Chennai: No. 36/25, Premises No.36, KrishnaArcade, First Floor, Raja Bathar Street, T.Nagar, Chennai - 600017E-mail : [email protected], 3rd Floor, Indira Arcade, House No. 19/4B, Govindam Street, Ayyayoo Colony,Aminiji Karai, Chennai - 600 0029Bangalore : 303, Ahuja Chambers, 3rd Floor,Kumara Krupa Road, Bangalore - 560 001E-mail: [email protected]

36'" A n n u a l Report 2007-2008

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cs a&nvnvnaBOARD OF DIRECTORS

Mr. K. K. Agarwal, Non Executive Chairman & Promoter Director, is a Textile Engineer and is the founder of the company. He hasa passion for textiles, and is blessed with great business acumen.

Mr. Sandeep Agarwal, Managing Director has inherited his father's dynamism as well as business acumen. He concentrates onMarketing and Business Development and has already made a name for himself for innovative thinking and bold decision making. Hestarted his career with Alps by setting up the window covering business. He was instrumental in negotiating and finalizing technicalcollaboration with Suminoe Textile Co. Ltd., Japan. He has also played a major role in ensuring that Vista emerges as the undisputedmarket leader.

Mr. P. K. Rajput, Executive Director, has been serving the company since 1995. Prior to his elevation to the Board, he was designatedVice President - Commercial with the company looking after all commercial affairs and has extensive experience of handing commercialaffairs in textile companies. He has worked with Hindon River Mills and subsequently with Swatantra Bharat Mills, prior to joiningAlps Industries in 1995.

Mr. G. K. Arora, Director, is a retired IAS officer. He was Finance Secretary to the Government of India and Executive Director ofInternational Monetary Fund. He was also the Chairman of the Indian Advisory Board of ANZ Grindlays Bank. He has accumulated richexperience in the field of corporate finance.

Mr. J. P. Kundra, Director, is a former Managing Director of State Bank of India and was also the former Managing Director of StateBank of Bikaner and Jaipur, Ex- Vice Chairman of SBI Capital Markets Limited and former Chairman of Banking Services RecruitmentBoard. He is a renowned figure in banking and financial circles in India.

Dr. M. L. Gulrajani, Director, is an eminent textile technologist. He is a professor with the Department of Textile Technology at HTDelhi and has also been Dean of the Industrial Research and Development Unit at IIT, Delhi. Working jointly with HT, Delhi & TIFAC(DST), Dr. Gulrajani embodies the spirit and inspiration behind the successfully commercialized eco-friendly natural dyes project.

Mr. Rakesh Gupta, Director, is a businessman operating out of India and holds substantial experience of international trade.

Mr. Karthik Athreya, Director, is a member of the Institute of Chartered Accountants of India and is a Commerce Graduate fromLoyola College, Chennai, India. He has over eight years of experience in the areas of Mergers & Acquisitions, Private Equity & CapitalMarket's fund raising and deal execution, as well as relationships within the Indian financial investor community. He has been nominatedby Clearwater Capital Partners, a reputed private equity fund holding nearly 9% stake in the Company.

nual Report 2007-2008


HLPS INDUSTRIES LTD.DIRECTORS' REPORT

To,The Members,Alps Industries Limited

Your Directors have pleasure in presenting the Thirty Sixth Annual Report together with Audited Statements of Accounts of theCompany for the financial year ended on 31st March 2008.

FINANCIAL RESULTS (Rs. in Millions)

Particulars

Total Income

Operating Earnings before Financial Exp. ,Depreciation & Amortisation and Tax

Finance Cost

Depreciation

Profit Before Tax

Provision for Tax Including FBT

Deferred Tax

Profit After Tax

Prior year Adjustment

Add: Surplus of last year

Surplus available for appropriation

Appropriations

General Reserve

Proposed Dividend on Equity Shares

Corporate Dividend Tax

Surplus carried lo Balance Sheet

Surplus available for appropriation

Year Ended31.03.2008

6342.69

650.44

319.97

178.25

152.22

5.95

27.46

118.81

(3.80)

160.81

275.82

86.50

17.26

2.93

169.13

275.82

Year Ended31.03.2007

4291.35

681.13

192.25

134.07

354.81

32.06

19.25

303.50

(0.26)

87.86

391.10

200.00

25.89

4.40

160.81

391.10

36th Anlnual Report 2007-2008


PERFORMANCE REVIEW

Your Directors are pleased to inform that your company's turnover increased significantly to Rs. 6342.69 millions in the previous yearfrom Rs. 4291.35 millions recording a growth of over 47.80%. Domestic sales flourished and recorded an increase by 59% to Rs.5396.53 millions while exports grew at a sedate 4.57 % to Rs. 955.67 millions.

However, profitability has been under a severe stress. Rupee strengthening coupled with artificial pegging of Chinese Yuan has affectedthe textile exports severely during 2007-08. At the same time, continuing exports of cotton from India has resulted in high cotton pricesin domestic market, squeezing the profit margins. Increased material costs coupled with adverse foreign exchange movement hasresulted in fall of profit margins.

Accordingly, the Operating Profit fell from Rs. 681.13 millions in 2006-07 to Rs. 650.44 millions in the current year. The Net Profit afterTax also decreased from Rs. 303.50 millions in 2006-07 to Rs. 118.82 million during the year under review.

However, your Directors have continued to strive to increase the business. All the business segments recorded growth during the year.The largest business segment of the company viz. Home Furnishings and Fashion Accessories grew over 32.67% while ArchitecturalProducts segment demonstrated a robust growth of over 10%. The Yarn segment grew the fastest on the back of additional capacitiesgoing into operation registering a stupendous growth of over 72%. During the year, the state-of-the-art spinning mill at Haridwar becameoperational. The mill was stabilized progressively as is a necessity for a new facility. Today, the quality of the Yarn produced from thisnew mill is comparable to the best in the country.

The segment mix has undergone a change due to the enhancement in operational yarn capacities. The share of Yarn segment in thecompany's revenues increased from 36% in FY07 to 43% in FY08. The large growth in the Yarn segment dwarfed the ArchitecturalProducts segment, as its share in the company's revenues fell marginally from 8.45% to 6.28% despite a growth in the absolute numbers.The share of Home Furnishings and Fashion Accessories segment amounted to 51 % as against 56% in the earlier year.

The strong growth of the domestic market provided a relief to your company from the adverse Rupee movement. Your company's strategyof having presence in both domestic and export markets offered the much needed flexibility. The construction and realty boom in thedomestic market has helped spur demand for both architectural products and home furnishings.

OPERATIONS - ADDITIONS AND ENHANCEMENTS

The second phase of expansion of Spinning Unit for Compact Yarns Project has been completed at Haridwar. The project successfullycommissioned 66,000 spindles, out of which 31,200 are for Compact Yarn and 34,800 are normal Yarn. The project was successfullyimplemented with negligible cost over runs. The commercial production of the plant commenced from January 2008.

Your company also added twenty five TFO machines to produce Doubled Yarn at the Haridwar Unit. Doubling of the yarn is a valueaddition process. Your Company is also adding special accessories to make core spun spandex yarn, yet another value added yarn.

The Company also received certification from Control Union, a designated agency for Global Organic Textile Standards (GOTS;. Thecertification confirms our ability to manufacture yarn from Organic Cotton in conditions protected from contamination from ordinarycotton. This places your company's organic yarn on an internationally recognized platform.

During the year under review, your company introduced Stainless Steel Architectural Hardware, under the brand name 'Vista'. Theproduct range includes mortise handles, pull handles, grills & gates, railings and other stainless steel hardware products. The product ismanufactured to exacting standards for a blemishless

The weaving and processing facility is coming up at Meerut, near Ghaziabad. The site selection was changed from Uttarakhand to UttarPradesh keeping in view lower operational costs and proximity to customers the new site afforts. The scope of the project is beingexpanded to include high-quality automotive fabrics too. Your Company has entered into a technical collaboration with the leadingJapanese automotive fabric maker Suminoe Textile Co. Limited. Suminoe has over 5 years of business experience with Japanese carmakers and enjoys impeccable reputation for its technological and design prowess. As per the understanding reached with Suminoe, itwould also extend all marketing support to Alps in India.

Under the revised schedule, the project is slated to be completed by January 2009, with production of automotive fabrics commencingfrom December 2008. The total project cost for enhancing the scope of the original weaving and processing project as well as expandingthe capacity of the project has been estimated at Rs. 1,100 million, which is proposed to be financed by a mix of internal accruals, centralsubsidy and term loans. The term loans would be eligible for benefits of concessional interest rates under TUFS scheme of theGovernment of India.

36'" A n n u a l Report 2007-2008


HLPS INDUSTRIES LTD.

ASSOCIATE PROJECTS

ALPS US A INC.

Your company evaluated an opportunity of making investment in an existing US company engaged hi marketing and distribution of homefurnishings. The opportunity offered a foothold in the US home furnishings market with valuable infrastructure for promoting thecompany's products in that market. The investment has been made through a wholly owned subsidiary Company namely Alps USA Inc.,registered in the State of Delaware, USA. The US presence has enabled the company to service the customers better and improve itsposition in that market.

Alps Energy Private Limited

Your Company is a large consumer of power. Power is a significant cost in our production process. It is important to take adequate stepsfor insulating ourselves from possible increase in power cost. Further, energy sector has tremendous potential in the growing Indianeconomy. The Company has secured an agreement for participating in an already allotted project and has thus made investment in Jhala-Koti Hydro Private Limited through its wholly owned subsidiary Alps Energy Limited. The project is located at Jhala Koti in DistrictTehri Garhwal, Uttarakhand. The project has been evaluated in detail and its generating capacity appears to be around 12 MW insteadof 3 MW as envisaged earlier. Necessary permissions from the Government for this revision are expected and project implementationwill begin immediately thereafter. It is expected that the project will be completed by February 2010. This Company has also promoteda Wholly Owned Subsidiary namely Alps Uttarakhand Energy Private Limited. This Company is yet to commence commercial activity.

Alps Retail Private Limited

Your Company has been evaluating the feasibility of leveraging its widely recognised Vista brand and entering direct retail. However,progress in this regard has been deferred till a later period due to prevailing high cost of real estate and returns that are not commensurateto the investments. This entity is a Wholly Owned Subsidiary of your Company. Recently, it has acquired 1.2150 hectares of land atMeerut, U.P. to participate in the large manufacturing growth of your company.

Alps Spandex India Limited

Your Company has been studying the feasibility of manufacturing highly technical expandable yarn, known as Spandex. It is consideringvarious technology options and a decision on the subject will be taken after undertaking a thorough feasibility study.

GOVERNMENT POLICY INITIATIVES

The Government has recognized the adverse impact of high cotton cost, high polyester prices due to sharp increase in petroleum pricescoupled with strengthening of Rupee, has all contributed to a severe strain on the textile industry. This industry provides substantialemployment and accounts for as much as 17% of country's total export earnings. With a view to provide relief, the Government hasslashed the customs duty on capital goods imports under EPCG scheme from 5 % to 3 % effective April 1, 2008. A 10% capital subsidyon specified machinery was also announced in November 2007. Customs Duty on man made fibers and yarns has also been reduced. Thesemeasures are likely to give the much needed relief in the current year.

RECOGNITIONS

During the year, your Company participated in 14th TEX-STYLES India 2008 exhibition held at New Delhi and India Trade PromotionOrganisation honoured a certificate of appreciation for the quality of display.

DIVIDEND

Your Directors are pleased to recommend a dividend of 5% i.e. Rs. 0.50 per equity share. The total shares eligible for dividend amountto 34,514,100 equity shares. The shareholders who are the members of the company as on the date of book closure, incase of shares underdematerialized mode, the data as provided by the depository, for the closing hours of 23.09.2008 and of shares under physical mode,whose names appear as on 25.09.2008 in the Register of Members, will be eligible for dividend, subject to provisions of Companies Act/ Income Tax Act / Depository Act and necessary approval from the members of the Company. This will result in a total payout of Rs.20.19Millions inclusive of Corporate Dividend Tax. A provision to this effect has also been made hi the accounts.

36'" Annua l Report 2007-2008


ISSUE & TRANSFER OF SECURITIES

No securities have been issued by your Company since July 2007. In terms of the approval from the members of the Board at theirmeeting held on May 31, 2008, your company proposes to divest its holding in Bulland Buildmart Private Limited, a company engaged indevelopment of industrial estate in Uttarakhand, .

INVESTOR RELATIONS

Your Board takes satisfaction from the fact that all the investors' grievances received during the year have been resolved to thesatisfaction of the investors within a reasonable time. Alankit Assignments Limited, the R & T Agent of the company, has made apositive contribution to resolve the Investors' grievances efficiently and effectively whenever they arose.

HUMAN RESOURCES & RELATIONS

The Company values the employees as its most valuable resource and your Directors are pleased to report cordial industrial relationsacross all manufacturing units. Your Company also discharges its social obligations by running a charitable hospital as well as a juniorHigh School imparting education to under privileged section of our society. The company has also developed a residential colony near itsHaridwar plant for its workmen.

The information required under Section 217(2A) of Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975duly amended by the Companies (Particulars of Employees) Rules, 1999 for the year ended 31st March, 2008 is not applicable to thecompany as none of the employee is drawing remuneration more than the limits presently specified under the said rules.

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

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure ofParticulars) in the Report of Board of Directors Rules, 1988 regarding conservation of energy, technology absorption and foreignexchange earnings and outgo is given in the statement annexed (Annexure -1) hereto and forms part of this report.

DIRECTORS

In terms of the provisions of Article No. 106, 107 & 108 of the Articles of Association of the company and Sections 255 and 256 of theCompanies Act, 1956, Mr. G. K. Arora, & Mr. Rakesh Gupta, Directors of the Company, retire at the ensuing Annual General Meeting,and being eligible, offer themselves for reappointment.

During the year under review, Mr. K. B. Athreya has been appointed as Additional Director with effect from October 25, 2007. It isproposed to appoint him as a Rotational Director, under Section 257, subject to necessary approvals from the members of the company.

REAPPOINTMENT OF MANAGING DIRECTOR

The re-appointment of Mr. Sandeep Agarwal, Managing Director has become due. The Board of Directors at their meeting held on June30,2008 based on the recommendations of Remuneration Committee has recommended their re-appointment. The necessary resolutionfor the approval by the members of the Company has been included in the Notice of the Annual General meeting. A brief note in termsof the requirement of the Corporate Governance on the aforesaid reappointment of Whole Time Director has been included in Part -II ofAnnexure-2.

DIRECTORS' RESPONSIBILITY

In terms of Section 217(2AA) of the Companies Act, 1956, the members of the Board place on record the Directors' ResponsibilityStatement as under:

(i) That hi the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(ii) That the directors had selected such accounting policies and applied them consistently and made judgements and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year andof the profit or loss of the company for that period;

3ft"' A n i i i i i i l Repor t 2007-2008


RLPS INDUSTRIES LTD.

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

FIXED DEPOSITS

During the year, your company has raised money by way of Fixed Deposits without invitation to the general public as per the requirementsunder Section 58-A, 58-AA and any other provisions, rules and regulations of the Companies Act. Information, as required under theMiscellaneous Non-Banking Companies (Reserve Bank) Directions 1977, is annexed.

CORPORATE GOVERNANCE

A report as per the requirements of Clause 49 of the listing agreement on the Corporate Governance practices followed by the Companyand the Statutory Auditors' Certificate on Compliance of mandatory requirements along with Management Discussion and Analysis, aregiven as an Annexure to this report. The non-mandatory information is annexed as Annexure-2. It has always been the endeavor of yourcompany to practice transparency in its management and disclose all requisite information to keep die public well informed of allmaterial developments.

AUDITORS

As M/s. R.K. Govil & Co., Chartered Accountants, the Statutory Auditors of the Company, retire at the forthcoming Annual GeneralMeeting of the Company and they have shown their inability to continue further. Therefore, the Audit committee and the Board ofDirectors have recommended the appointment of M/s. P. Jain & Co., Chartered Accountants as the Statutory Auditors of the Companyfrom the conclusion of the 36th Annual General Meeting till the conclusion of the 37th Annual General Meeting. Your Directorsrecommend their appointment at the forthcoming Annual General Meeting.

AUDITORS' OBSERVATIONS

Observations in the Auditors' Report are dealt with in Notes to Accounts at appropriate places and being self-explanatory, need nofurther explanations.

APPRECIATION

The Board places on record its recognition and appreciation for the contribution extended by business partners - vendors, contractors,Distributors, Dealers and Retailers, Government / Semi-Government departments. Stock Exchanges and a number of service providers.The Board expresses its gratitude to the company's bankers whose invaluable continued support has enabled the company to achievesustained growth through the years. We also thank the large number of investors who have reposed faith in the company's future andmanagerial competence.

For and on behalf of the Board

Place: GhaziabadDate : July 31,2008

K. K. AgarwalChairman

Sandeep AgarwalManaging Director

36"' Anriual Report 2007-200X


\Vufai

ANNEXURE TO THE DIRECTORS' REPORT ANNEXURE-1

(I) Statement of particulars pursuant to Companies (Disclosure of Particulars in the Report of Directors) Rules 1988.

1. Conservation of Energy

a. Energy conservation measures taken

b. Additional investments and proposals, if any, beingimplemented for reduction of consumption of energy.

c. Impact of measures at (a) & (b) above for reduction of Energyconsumption and consequent impact on the cost of productionof goods.

d. Total Energy Consumption and Energy Consumption per unitof production are as follows:

Continuous efforts are being made for energy conservation byproper upkeep of equipments and also modifying the StenterMachine for increasing the efficiency. There is also saving ofenergy between 7-8% by installing the energy spindles in ringframe machines and also utilizing the power supply fromPaschimanchal Vidhyut Vitaran Nigam Limited in comparisonto in-house generation.

Rs. 5.0 million.

The overall impact of the efforts in this regard will result inreduction of power cost, improvement in the fuel efficiency andreduction in deployment of funds for the generation of powersystems.

Report 2007-2008


RLPS INDUSTRIES LTD,

A. POWER AND FUEL CONSUMPTION

SI. No

1.

a

b.

i)

ii)

2.

3.

4

PARTICULARS

Electricity

Purchased

Units (Nos)

Total Amount (Rs)

Rate/Unit (Rs)

Own Generation

Through Diesel/FO

Quantity (Ltrs.)

Total Amount (Rs.)

Average Rate (Rs.)

Generate (Units) (Nos.)

Unit per-litre of Diesel oil (Nos.)

Cost/Unit (Rs.)

Through Steam Turbine

Coal

Furnace Oil (Excluding use onGeneration of Electricity)

Quantity (Ltrs)

Total amount (Rs)

Average Rate (Rs)

Others/Internal generation

CURRENT YEAR2007-2008

79,685,626

217,739,874

2.73

1,679,431

42,882,778

25.53

5,442,687

3.24

7.88

N.A.

N.A.

201,892

4,765,971

23.61

N.A.

PREVIOUS YEAR2006-2007

50,621,637

128,698,768

2.54

2,191,529

45,113,233

20.59

7,521,667

3.43

6.00

N.A.

N.A.

164,142

2,707,621

16.50

N.A.

B. CONSUMPTION PER UNIT OF PRODUCTION

SI.No.

1

2

3

PARTICULARS

ELECTRICITY (KWH)

COAL

OTHERS

Y A R N *PERMT

CURRENTYEAR

1787.84

N.A.N.A.

PREVIOUSYEAR

1740.91

N.A.

N.A.

MADE-UPS *PER 1000 SQM

CURRENTYEAR

34.04

N.A.N.A.

PREVIOUSYEAR

34.16

N.A.

N.A.

ARCHITECTEUAL PRODUCTS*PER 1000 SQM

CURRENTYEAR

845.13

N.A.N.A.

PREVIOUSYEAR

840.31

N.A.

N.A.

* For major products.

al Report 2007-2008


ex awwrwna

D. TECHNOLOGY ABSORPTION: Efforts made in technology absorption as per Form-B of the Annexure to the Rules.

A. RESEARCH & DEVELOPMENT (R & D)

1. Specific areas in which R&D carried out by the Company.

2. Benefits derived as a result of the above R&D

3. Future Plan of Action

4. Expenditure on R&D

a. Capital

b. Recurring

c. Total

d. Total R&D Expenditure as a Percentage of total turnover

Effort is being made to focus on protecting environment whilecarrying out expansions in our production capacities. There isalso continuous effort for exploring new technology for productionof natural dyes to make it more suitable for the fabric and conedyeing especially in packaging.

We have also developed the technology for production of naturaldyes using the marigold flowers as raw material, which aresuitable for the dyeing of textiles with the requisite fastness andfor dyeing of Bamboo Fibers/yarns with natural and syntheticdyes, which is more suitable than cotton with required fastnessand brightness for better spinability.

The future outlook for vegetable dyes is very bright in variouscountries like USA, UK, Italy, France, Portugal, Entire SouthKorea, Australia, Turkey, Belgium, Hong Kong, Japan, SouthAfrica & Afganistan. The use of exotic fibers for spinning enablesthe company to create product differentiation. The improvementin coating techniques will enable the company to offer windowcoverings with better fabric feel while reducing the cost ofchemicals used for coating.

The future outlook for vegetable dyes in very good due tocreativity of awareness of natural dyes. The trend of naturaldyes is growing in a very fair manner, both domestically as wellas international market.

Rs. Nil

Rs. 0.50 Million

Rs. 0.50 Million

0.01%

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1. Efforts, hi brief made towards technology absorption,adaptation and innovation.

2. Benefits derived as result of the above efforts e.g. productimprovement, cost reduction, product development, importsubstitution etc.

3. In case of imported technology(imported during the last 5 years reckoned from the beginningof the financial year), following information may be furnished

a. Technology imported

b. Year of import

: In-house technology being utilized. Company is installingmachineries of latest technology in the new projects and alsoplanning to replace outdated machines with latest technology.

: There will be improvement in production quality and costreduction. New fibers being used for spinning will provide productdifferentiation having improved marketing appeal and better pricerealization.

: NIL

: N. A.

: N. A.

36'" A n n u a l Report 2007-2008



c. Has technology been fully absorbed?

d. If not fully absorbed, areas where this has not taken place,reasons therefore and future plans of action.

ffl. FOREIGN EXCHANGE EARNINGS AND OUTGO

1. Activities relating to export initiatives taken to increaseexports; development of new export markets for productsand services and exports plan.

2. Total Foreign exchange used and earned

: N:A.: N. A.

: In addition to new product development like yarn and homefurnishings made from organic cotton and blends, your companyhas been scouting for a suitable marketing platform in NorthAmerica. Now that its efforts have borne fruit, is preparingitself for intensive market promotion efforts in USA to offerDuty Paid and Replenishment business to large retailer chains.The company has also floated a WOS in USA to develop themarketing network in USA and surrounding countries. It hasfurther associated itself with an overseas company with widemarketing network abroad.

: Used Rs. 190.17Mn(Rs. 380.292 Mn)Earned Rs. 955.67 Mn (Rs.913.826 Mn)

IV. INFORMATION AS REQUIRED UNDER THE MISCELLANEOUS NON- BANKING COMPANIES (RESERVE BANK)DIRECTION, 1972.

1. Total number of depositors whose deposits have not been : NILclaimed by the depositors or paid by the company after the dateon which the deposit became due for repayment or renewal, asthe case may be according to the contract with the depositor orthe provisions of the Directions, whichever may be applicable.

2. The total amounts due to the depositors and remaining : NILunclaimed or unpaid beyond the due dates of repayment.

36"' AniuLiI Repor t 2007-2008


Annexure-2MANAGEMENT DISCUSSION AND ANALYSIS

I TEXTILES INDUSTRY STRUCTURE AND DEVELOPMENT

The textile sector contributes a significant 4% to the GDP of India. It accounts for approximately 14% of the industrial productionand is responsible for more than 17% of the exports of the country. In terms of employment, it is the largest sector after agricultureand provides employment to an estimated 35 million people. It is thus a very important sector for India as a nation. The textileindustry in India is on a high growth path. There are clear indications that global textile production is consolidating, with productionafter quota-abolition shifting towards Asian countries, which have a strong raw material base and/or abundant cheap labour. Indiahas both cheap labour and abundant cotton. This will make it one of the biggest beneficiaries of this global trend. Domestic demand,in India, for textiles is increasing, led by rising income levels, changing demographic profile of the population, growth in organizedretailing and the housing boom.

CONSOLIDATION IN GLOBAL TEXTILES SPACE

China, India, Pakistan and Bangladesh have been the biggest beneficiaries of the abolition of the quotas on textile imports by the USand EU after the Agreement on Textiles and Clothing expired on January 1, 2005. Global retail giants, accounting for a major chunkof imports into their countries, used to source from all over the world because of the quotas, which were allocated to variouscountries. These retailers are now limiting their sourcing activities to only those countries, which can offer competitive pricing andreduced manufacturing lead times. A WTO secretariat study on impact on global textile industry after the Agreement on Textile andClothing also corroborates that India and China will be the biggest beneficiary of quota abolition. As per the study, India's share inUS clothing imports will increase from 4% to 15% and its share in EU clothing imports will increase from 6% to 9%.

FAVOURABLE GOVERNMENT INITIATIVES

Government of India has taken several steps to promote the textile industry. A few important amongst them are introduction of 10%capital subsidy for textile processing machinery (for one year), subsidy on investment in textile parks, setting up of SEZs forpromoting exports, reduction in customs duty on manmade fibres and yarns from 15% to 10% and reduction in customs duty from15% to 10% on certain textile machinery. In the Finance Bill 2008 by the Ministry of Finance, the allocation of funds for TextileUpgradation Fund Scheme has been doubled and a risk capital fund to be set up by SIDBI is proposed. Further, the Customs Dutyrates have been slashed from 5 % to 3 % on import of capital goods machines under EPCG Scheme w. e. f. 01.04.2008 to give furtherimpetus to investment in this sector. A scheme for Technical Textiles units was also announced in November 2007 and a 10% capitalsubsidy was announced on capital investment in specified machineries. (Source: Textile Commissioner's Office)

Key initiatives

1) Continuation of the Textile Upgradation Fund (TUF) will infuse momentum into the ongoing investment process: The Unionministry of textiles has decided to continue with the Technology Upgradation Fund Scheme (TUFS) for the entire period of theEleventh Five Year Plan (2007-12) also. Much to the respite of the domestic textile industry, the decision will go a long way inreviving the whole modernisation efforts being carried out for the last few years. Under the scheme, the government offers 5%interest subsidy on loans availed by textile manufacturers towards investments in specified machinery for adopting new Technologies.

The government has made a few changes in the scheme to encourage the industry to move up further in the textile value chain,to apparel and high-value technical textiles. The scheme has been intelligently tweaked to encourage investments in the weakerareas of Indian textile chain as well as areas offering high potential in the coming years with involvement of high Technology.

2) Big boost to technical textile: In order to strengthen the technical textile base and explore the opportunities in this emergingfield, the government has decided to launch Rs 1000-crore Technology Mission on Technical Textiles (TMTT). The scheme,likely to be launched by the first quarter of 2009, seeks to promote investments and install requisite infrastructure for creatinga technical textile base in the country. What makes India the potential candidate for creating a technical textile base is itsalready existing well-developed huge traditional base for textiles. Further, there is a huge domestic market to support. TheIndian market for technical textiles is currently placed around Rs 20,000 crores and has the potential to reach Rs 50,000 croresby 2009-10. This would call for an investment of Rs 10,000 crore to Rs 15,000 crore over the next few years. (Source: TextileCommissioner's Office)

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f \JMGI

3) Building mega infrastructure: In order to address the infrastructure issues, the textile ministry is also planning to create megatextile clusters or investment regions in public private partnership. These clusters will provide much needed infrastructurefacilities for cost efficient production of textiles.

Important developments in Indian textile industry

1. Integration and value addition

In order to compete in the global market, the industry players are in the process of setting up integrated production chain i.e.from spinning to weaving, processing and fabrication (cut and sew operations). These efforts towards forward and backwardintegration have also witnessed incidents of consolidation which is expected to continue in future till inefficient capacities giveway to efficient ones. There are also moves towards adding value to the product mix by way of manufacturing specialityproducts across the segment. This is likely to improve the average unit value realisation in the coming years.

2. Growing cotton production and productivity

Cotton production in the country has witnessed a significant improvement. This will go a long way in helping the cotton-dominated Indian textile industry setting up a competitive base. After years afflicted with abysmally low yield and poor quality,the domestic cotton productivity has witnessed a major resurgence in the last three cotton seasons. BT cotton has found wideusage on the back of vastly improved yields that it has given. This has given a huge boost to the overall production of this cashcrop.

Spurred by spiraling productivity for three consecutive years, India's production for the last cotton season ended September2007, touched 280 lakh bales of 170 kg each. According to CAB, the production for the current season which commenced inOctober 2007 is estimated at around 315 lakh bales, up by over 75 per cent over 2003-04 figure of 175 lakh bales. In fact, expertsare expecting Indian production to scale to around 500 lakh bales in coming few years if the current trend is anything to go by.(Source: CAB and market)

H (A) SWOT ANALYSIS OF THE INDIAN TEXTILE INDUSTRY:

Strengths

• A vibrant and growing domestic market - both for consumer textiles as well as industrial textiles like automotive fabrics,construction related geo-textiles, etc.

• Abundant availability of unskilled and skilled labour force. The Indian labour force adapts to changes easily and readily,hence finds favour with international buyers.

• Large and strong spinning base to support growth in downstream areas like fabrics and made-ups.

• As a nation, it is probably the second largest textile producer in the world. It is a major forex earner as well as employmentprovider for the nation. Hence, the industry will continue to find favour with the Government.

Weaknesses

• Inadequate infrastructure imposes severe demands on timely performance of the industry.

• High transaction costs and state levies are putting huge burden on the textile units.

• Even as the industry has witnessed sizeable investments in the recent past, some of the segments are experiencing shortageof skilled and technical manpower.

• Labour reforms have been slow and the industry is not able to take the benefit of some peaks in demand.

Opportunities

• India's core competitive strengths such as strong manufacturing base across the textile value chain, competitive labour costand abundant raw material availability are driving the growth of the Indian textile industry in the post-quota scenario.

• As the global textile manufacturing base is shifting to low-cost economies, India will see huge build up of capacities to meetthe world demand.

• Increasing acreage under BT cotton and initiatives under the Technology Mission on Cotton (TMC) has already reflectedin the highly improved cotton production and yield.

A n n u i i l Report 2007-200S


• The opaque policy framework in China is increasing the appeal of India as a sourcing hub.

• Strengthening of Chinese currency and simultaneous weakening of Indian currency as well as the rising labour costs inChina have improved competitiveness of Indian industry.

• Textile industry has been identified as a thrust area by the Indian Government.

• Production being phased out in Western countries and shifting to Asia for a variety of reasons, most importantly costeffectiveness.

• Consolidation of global retail industry facilitating global sourcing.

• Per capita domestic textile consumption offers room for growth with changing demographic profile of India and risingdisposable incomes and changing attitudes to expenditure.

Threats

• In the fourth year of post-quota period, the Indian industry has witnessed fierce competition from China as well as fromother small countries like Sri Lanka, Pakistan, Bangladesh and Vietnam. The stiff competition in global markets has putsevere pressure on industry's margins. The appreciated rupee worsened the condition further. But the situation has improvedlately. As the industry upgrade itself with integrated production facility, the entire scenario for the domestic industry willlook up substantially.

• Expiry of US and European Union restrictions on Chinese textile imports in 2008 may result in intensified competition.However, China is facing rising labour costs as well as strengthening currency, both adversely affecting its competitiveness.

• Despite bumper crop, cotton prices have gone up considerably due to global demand. This along with rise in the prices ofsynthetic fibres following jump in crude prices will severely affect the cost.

• However, the redeeming factor is that this impacts the entire global textile base, not just India.

• There can be an increase in regional trade pacts, thereby reducing market access to countries outside the treaty.

H (B) ANALYSIS OF STRENGTHS AND WEAKNESSES OF THE COMPANY:

(a) Strengths

• Technically qualified promoters with company's experience in yarn spinning, weaving and processing of over 35 years.

• Company's Uttarakhand units will continue to benefit from the tax incentives thereby ensuring lower tax incidence on thecompany.

• Uttarakhand units will also benefit from availability of quality reliable power at economical rates.

• Established marketing relationships - nationwide distribution network in India, presence of warehousing and distributionfacility in USA and long standing relationships with other export customers.

• Strong product differentiation due to patented technology of natural dyes and international recognition for spinning yarnfrom organic cotton.

• Strong technical collaboration with Japanese company for high value automotive fabrics.

(b) Weaknesses

• Cotton is a major raw material for the company and its prices are prone to fluctuations.

• The industry demands continuous innovation and design development as is generally the case with fashion and designoriented products.

(c) Opportunities:

• The warehousing and distribution base in USA gives the company opportunity to participate hi the replenishment businessof large US retailers.

• Increasing awareness towards environment makes the company's organic cotton based yam and natural dyed productsuniquely attractive.

36'" A n n u a l Report 2007-2008


.• Weakening Indian currency with strengthening Chinese currency, increasing labour costs in China and less than stable

political conditions in Pakistan make India an attractive and reliable sourcing partner for international retailers.

• Overall economic growth is driving up demand in India, and the company is well positioned to benefit from this.

• The recent introduction of steel hardware has been well received in the market and the company is expanding its distributionof these products in the domestic market. Good opportunities for exports of these products also exist.

(d) Threats:

• Shift in preference from natural fibers to manmade fibers can impact the company substantially.

• High inflation in India threatens to derail the domestic demand growth and impose heavier interest burden on the company.

• Absorption of latest processing technologies will be critical to success of automotive fabrics venture. The company isrelying on the technical strength of its Japanese collaborator for this purpose.

m SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE

There are three major business segments viz. Home Furnishing & Fashion Accessories, Yarn, and Architectural Products as per theAccounting Standards 17 issued by the Institute of Chartered Accountants of India. All these segments performed reasonably well.The share of each segment in the overall turnover of the company is 50.63 % for Home Furnishing & Fashion Accessories, 34.19%for Yam and 9.54% for Architectural products. The detailed performance has already been discussed in the Directors' Report. Themajor segment viz. Home Furnishings and Fashion Accessories grew over 32.67% while Architectural Products segment demonstrateda robust growth of over 10%. The yarn segment grew the fastest on the back of additional capacities going into operation registeringa stupendous growth of over 72%.

The segment mix has undergone a significant change with the enhancement in operations of yarn capacities. Yarn segment increasedits share in the company's revenues from 36% in FY07 to 43% in FY08. The significant growth of company's revenues alsoovershadowed the growth of 6.28% recorded by the Architectural Products segment, as its share in the company's revenues fellmarginally from 8.45 % to 6.28 %. The share of Home Furnishings and Fashion Accessories segment amounted to 51.02 % as against55.55 % in the earlier year.

IV OUTLOOK

Political stability is a significant driver for sustained interest of large retailers to source their requirements from India.

Improving cotton yields are expected to keep a check on the domestic cotton prices helping the country retain competitive edge intextiles. The simultaneous weakness of Indian Rupee will also discourage excessive exports of cotton, thereby cooling the prices ofthis vital raw material in the domestic market.

The year 2008-09 will be the first full year of production at the recently operative compact yarn facility at Haridwar. The unit hasenabled your company to cater to the premium yarn market giving improved margins.

Organic cotton has strengthened the company's environment friendly product platform created by use of natural dyes with own-developed patented technology.

Acquisition of equity stake in the US company engaged in home furnishings distribution and marketing will enable the companyimprove its presence in the North American market. The US company has its own brand names also carried by large retailers.

V RISKS AND CONCERNS

Your company is engaged in the textiles business. Like any ohter business, it also has its share of risks and concerns as regardsavailability of raw material, availability and prices of power and fuel, export obligations, foreign currency risk, interest rate onloans, competition in the international trade and barriers, recovery of sales realisation, legal risks, machinery breakdown anddamage to property, human resource, safety of funds, data disaster, losses due to natural calamities.

Apart from the above, there is legal, statutory, internal process and forecasting risks as associated with any business entity innormal course. The management continuously reviews such risks and takes necessary steps to mitigate their effects.

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VI INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The scope of internal audit and other electronic devices has been enlarged to check the internal systems and implementation of a newERP system is also under process. The Internal Control System are aimed at promoting operational efficiencies while emphasizingadherence to policies. Company has maintained clear processes and well defined roles and responsibilities for people at variouslevels. Apart from external auditors, the company has internal audit staff that carries out inspections and checks throughout the year.The main objective of such audit is to test the adequacy and effectiveness of internal control systems laid down by the Managementand to suggest improvement in the system. Besides, an audit committee consisting of three non-executive directors, has beenconstituted to take necessary follow-up actions on significant audit observations.

VH DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The company operated under challenging circumstances in the year under review. Agricultural produce prices have been increasingcontinuously and high prices of cotton put severe pressure on the company's margins. The highly volatile foreign exchange marketalso added to the pressure. However, the company strengthened its brand position in the architectural products segment, where italso improved its margins. The tax incidence has increased during the current year.

VIH MATERIAL DEVELOPMENTS ON HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBEROF PEOPLE EMPLOYED

Your Company firmly believes its human resource to be the most vital resource. It continues its policy of attracting and retainingbest available talent for meeting the challenges of business and growth. Apart from attractive compensation packages for suitablepersonnel, the company offers a good work environment to drive the professionals to deliver their best. The industrial relationscontinued to remain cordial during the year. Special facilities like a residential colony for its workers at Haridwar unit and schoolfor workers' children at Kashipur are just small examples of the facilities the company extends to its work force.

36'" A n n u a l Report 2007-2008



COMPLIANCE REPORT ON CORPORATE GOVERNANCE - PART -1(MANDATORY REQUIREMENTS)

(i) Statement on company's philosophy on code of governance.

(ii) Board of Directors

In the direction of right spirit to follow the application of Rules& Regulations and good corporate practice, your Company iscommitted to have the utmost transparency in the FinancialStatements and other information related to the investors/stockexchanges. In terms of the International Standards, Companyhas implemented the concept of Corporate Governance. It hasalways been the endeavor of your company to practicetransparency in its management and disclose all requisiteinformation to keep the public well informed of all materialdevelopments.

The Board is well structured with adequate blend of professionalexecutives and independent Directors, which is headed by Non-Executive Chairman. Managing Director, who is also the ChiefExecutive Officer of the company controls the day-to-day affairs.To have more professionalism in the Board, your company hasintroduced one more qualified professional on the Board duringthe year.

(a) Composition and category of directors

Nature of Directorship

Promoter & ExecutivePromoter & Non ExecutiveExecutive DirectorNon Executive (Independent)

Total

Nos.

1214

(b) Attendance of each director at the BoD meetings and the last AGM :

Name of the Directors

Mr. K.K. Agarwal

Mr. Sandeep Agarwal #

Mr. O.K. Arora

Mr. Rakesh Gupta $

Mr. J.P. Kundra

Dr. M.L. Gulrajani

Mr. P. K. Rajput*

Mr. K. B. Athreya"

Nature ofDirectorship

Non-ExecutiveChairman

Executive

Independent

Non Executive

Independent

Independent

ExecutiveDirector

Independent

Relationshipwith otherDirector

Father of Mr.Sandeep Agarwal

Son of Mr.K.K. Agarwal

-

-

-

-

-

-

Sitting feespaid during

the year(Rs.inOOO's)

40.00

Nil

60.00

45.00

70.00

75.00

Nil

10.00

No. of BoardMeetings

Held

5

5

5

5

5

5

5

5

Attended

4

5

4

4

5

5

4

r

Attended byAGM

28.09.07

Yes

Yes

No

No

Yes

Yes

No

No

EGM

08.06.07

Yes

Yes

No

No

No

No

Yes

No

Note: # He is Managing Director and Remuneration has been paid as per the provisions of the Companies Act, 1956.$ He is having business relationship of routine nature for marketing of the company's products.* Mr. P, K. Rajput is Whole Time Director of the company looking after day-to-day affairs of the company.* Mr. K. B. Athreya was appointed as Additional Director w.e.f. October 25, 2007. Only one meeting was held after his

appointment i.e. January 29, 2008 and it was attended by him.

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c/<iAfMnvna

(c) Number of other BoDs or Board Committees in which they are a member or Chairperson of:

Name of the Director

Mr. K.K. Agarwal

Mr. Sandeep Agarwal

Mr. O.K. Arora

Mr. Rakesh Gupta

Mr. J.P.Kundra

Dr. M.L. Gulrajani

Mr. P.K.Rajput

Mr. K. B. Athreya

No. of Outside Directorship Held

Public

2

2

13

4

5

3

1

1

Private

5

8

3

-

-

-

1

2

Others

-

-

-

-

-

-

-

-

Outside Committees $

Member

-

-

10

-

5

1

-

-

Chairman

-

-

9

-

4

-

-

-

$ Includes all Committees under the Corporate Governance of the Board across all Companies in which Directorships are held.

(d) Number BoD meetings held, dates on which held.

(e) Details of the directors proposed to be reappointed

: No. of Meetings held : 5 : Dates - 30/04/2007, 8/05/2007, 30/7/2007,25/10/2007 and 29/01/2008.

: Mr. G. K. AroraAt the forthcoming Annual General Meeting, Mr. O.K. Arora,Director of the company is proposed to be re-appointed. He is aretired I.A.S. Officer. He was Finance Secretary to theGovernment of India and Executive Director of InternationalMonetary Fund. Now presently he is Non Executive Chairmanof Noida Toll Bridge Company Limited. He has also accumulatedrich experience in the field of corporate finance. Presently he isholding the Non Executive Director/Chairmanship in variousreputed companies. The details of odier directorship/interest isas under:

SI. No.

i.

2.

3.

4.

5.

6.

Name of the Company

Bengal Ambuja HousingDevelopment Ltd.

Global BroadcastNews Limited

HGS India Ltd.

IL&FS TransportationNetworks Ltd.

Infrastructure Leasing andFinancial Services Limited

Jaiprakash Associates Ltd.

Position Held

Director

Director & Chairman of theAudit Committee, Remun-e r a t i o n / C o m p e n s a t i o nCommittee and Member ofSub Committee.

Director

Non Executive Chairman andChairman of RemunerationCommittee.

Director and Member ofRemuneration Committee andChairman of RiskManagement Committee.

Director and Chairman ofFinance Committee.

36"' Annua l Report 2007-2008


Vufa:W^^^^^îB^r


(f) Details of Additional Director, Mr. K.B. Athreya, proposedto be appointed at the forthcoming Annual General Meeting.

7.

8.

9.

10.

11. .

12.

13.

14.

15.

16.

Jaiprakash Hydro Power Ltd.

Jaypee Karcham HydroCorporation Ltd.

Network 18 Media &Investments Limited

Roto Pumps Limited

Television Eighteen India Ltd.

Jaiprakash Power Ventures Ltd.

Noida Toll Bridge Company Ltd.

Krishvidur Private Limited

SOWAR Private Limited

Sara Fund Trustee Co.Pvt. Ltd.

Director

Director

Non Executive Chairman andMember of Audit Committee,S h a r e h o l d e r / I n v e s t o rGrievances Committee,Remuneration/ CompensationCommittee and Member ofSub Committee.

Non Executive Chairman andMember of Audit Sub-Committee & RemunerationCommittee.

Non Executive Chairman andChairman of Sub Committeeand Member of Audit Sub-Committee & RemunerationCommittee.

Director

Non Executive Chairman andChairman of Audit Sub-Committee & HRD Committeeand Member of InvestorGrievances Committee.

Director

Director

Director

Mr. Rakesh Gupta

At the forthcoming Annual General Meeting, Mr. Rakesh Gupta,Director of the company is proposed to be re-appointed. He is abusinessman operating out of India and holds substantialexperience of international trade. The details of otherdirectorship/interest is as under :

SI. No.

i.

2.

3.

4.

Name of the Company

Gulati Glass Industries Ltd.

Pankuri Investmentsand Securities Ltd. ,

Associated Forex Services Ltd.

M.M. Pounjiaji Ltd.

Position Held

Director

Director

Director

Director

Mr. K.B. Athreya, has been appointed as the Additional Directorat the meeting of Board of Directors held on October 25, 2007.He has been proposed to be appointed as Rotational Director ofthe company. The necessary resolutions for the approval of themembers have been proposed in the Notice of Annual GeneralMeeting. He is a member of the Institute of Chartered Accountantsof India and is a Bachelor of Commerce from Loyola College,

A n n u a l Report -2007-2008


(g) Reappointment of Mr. Sandeep Agarwal as Managing Director

Chennai, India. He is having over 8 years of experience in theareas of Mergers & Acquisitions, Private Equity & CapitalMarket's fund raising and deal execution, as well as relationshipswithin the Indian financial investor community. He is presentlyworking with Clearwater Capital Partners, a global investmentfund. Prior to joining Clearwater Capital Partners in January'2007, Mr. Athreya was Director of Investment Banking at YesBank Ltd., a rapidly growing private sector bank in India, whereMr. Athreya assisted in the establishment of the investmentbanking business. Prior to this, Mr. Athreya held positions ofincreased responsibility at Rabo India Finance Pvt. Ltd., (thecorporate investment banking subsidiary of Rabo BankNetherlands), Arthur Anderson and Price Water House Coopers.The details of other directorship/interest is as under :

SI. No.

i.

2.

3.

4.

Name of the Company

Model Buckets & AttachmentsPrivate Limited

Oricon Enterprises Ltd.

BW Highway Star Pvt. Ltd.

Sree Combines

Position Held

Director

Director

Director

Partner

Mr. Sandeep Agarwal has inherited his father's dynamism aswell as business acumen. He concentrates on Marketing andBusiness Development and has already made a name for himselffor innovative thinking and bold decision making. He started hiscareer with Alps by setting up the window covering business.He was instrumental in negotiating and finalizing technicalcollaboration with Suminoe Textile Co. Ltd., Japan. He hasalso played a major role in ensuring that Vista emerges as theundisputed market leader. In terms of the recommendation ofRemuneration committee and Board of Directors at their meetingheld on June 30,2008, his re-appointment has been recommendedat the forthcoming Annual General Meeting. The details of otherdirectorship/interest is as under :

SI. No.

i.

2.

3.

4.

5.

6.

7.

8.

9.

10.

Name of the Company

Improve Interiors. Corn. Ltd.

Alps Processers Pvt. Ltd.

Alps Texfab Pvt. Ltd.

Pacific Texmark Pvt. Lid.

Alps Retail Pvt. Ltd.

Alps USA Inc.

Alps Energy Pvt. Ltd.

Alps Spandex India Ltd.

Jhala-Koti Gunsola Power Pvt Ltd.

Alps Uttarakhand Energy Pvt. Ltd.

Position Held

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

30'" A n n u a l Report 2007-2008'

VICES - Annual Reports Library Services - www.sansco.net


(iii) Audit committee

(a) Brief description of terms of reference

(b) Composition, name of members and Chairperson.

(c) Meetings and attendance during the year

(iv) Remuneration Committee




(d) Remuneration policy

(a) As specified under clause 49 of the Listing Agreement;

(b) Any matter related with Annual Report;

(c) Review of Un-audited Financial Results;

(d) Review of Internal Audit System.

(e) Any other specific matters referred by the Board of Directorsfrom time to time.

1. Dr. M. L. Gulrajani. - Chairman

2. Mr. Sandeep Agarwal - Member

3. Mr. J.P. Kundra - Member

4. Mr. O.K. Arora - Member

Meeting held: Four

Present Members :

1. Dr. M. L. Gulrajani - Chairman


3. Mr. J.P. Kundra - Member

4. Mr. G.K. Arora* - Member(*Absent in one Meeting)

(a) As specified under Clause 49 of the Listing Agreement.

(b) To decide the company's policy and specific remunerationpackage for the Executive Directors.

(c) To decide any revision/ amendment/ addition/deletion/recomposition in the remuneration package of the WholeTime Directors.

(d) Any matter related with the retirement benefits of theExecutive and Whole Time Directors.

1. Dr. M.L. Gulrajani.2. Mr. Sandeep Agarwal

3. Mr. J.P. Kundra4. Mr. G.K. Arora

Meeting held: Nil

Present Members: N.A..

As per Company rule.

ChairmanMember

MemberMember

36'" A n n u a l Report 2007-2008


c/am^ntna

(e) Details of remuneration and pecuniary benefits to all the Directors, during financial year 2007-08 are as per details givenbelow:

(Rs. inOOO's)

Name of the Director

Mr. K.K. Agarwal

Mr. Sandeep Agarwal

Mr. O.K. Arora

Mr. Rakesh Gupta

Mr. J.P.Kundra

Dr. M.L. Gulrajani

Mr. P.K. Rajput

Mr. K. B. Athreya

Total

Salary

-

1800.00

0

0

0

0

420.00

0

2220.00

Perquisites

-

97.04$

0

0

0

0

159.00 #

0

256.04

Sittingfees

40.00

0

60.00

45.00

70.00

75.00

0

10.00

300.00

Others*

3.50

0

3.50

3.50

4.50

4.50

0

1.00

20.50

Total

43.50

1897.04

63.50

48.50

74.50

79.50

579.00

11.00

2796.54

$ Reimbursement of Electricity charges.

* Out of pocket expenses for attending the meeting of Board of Directors paid by the Company.

# It includes reimbursement of medical expenses & of Lease Rent for residential premises.

NOTES:

1. There are no pecuniary relationships or transactions of the non-executive directors vis-a-vis company, except as mentioned above.

2. The shareholding of directors as on 31st March, 2008 is as under:

SI. No.

1

2.

3.

4.

5.

6.

7.

8.

Name

Mr. K.K. Agarwal

Mr. Sandeep Agarwal

Mr. O.K. Arora

Mr. Rakesh Gupta

Mr. J.P. Kundra

Dr. M.L. Gulrajani

Mr. P.K.Rajput

Mr. K. B. Athreya

Shareholding

847460

651510

NIL

1305000

NIL

NIL

30000

3000

Percentage

2.455

1.888

NIL

3.781

NIL

NIL

0.087

0.009

(v) Share allotment Committee:

During the year, the Board of Directors at their meeting held on 8th May 2007 has constituted Share Allotment Committee toconsider and approve various matters related with Preferential Issue of Equity Shares and Zero Coupon Convertible Warrants. There

nl Report 2007-2008


HLPS INDUSTRIES LTD,,

was one meeting held during the year on 22nd June 2007. The details of the attendance of the members at the various meetings are asunder:-

S.No.

1.

Name of the Member & Designations

Mr. G.K. Arora, Independent Director*

Attendance22.06.2007

Yes

EVATTANDENCE

1.

2.

Mr. R. K.Gulati, Chief Financial Officer

Mr. Ajay Gupta, Company Secretary & DGM Legal

Yes

Yes

* He was the only member of the Committee.

(vi) Investors'Grievances Committee




(d) Name and designation of compliance officer.

(e) Number of shareholders' complaints received so far.

(f) Number not solved to the satisfaction of shareholders.

(g) Number of pending share transfers.

General Meetings

(a) Location and time, where last three AGMs/EGMs held.

(a) As specified under Clause 49 of the Listing Agreement;

(b) To review the status of Investors' Grievances and SecretarialAudit Report of each Quarter,

(c) To review the statement of transfer of shares.

(d) Any matter related with the Investors' Grievances.

(e) Any other matter as may be assigned by the Board ofDirectors from time to time.

1. Dr. M. L. Gulrajani -Chairman


3. Mr. G.K. Arora - Member

4. Mr . Rakesh Gupta - Member

Meeting held : OnePresent Members :

1. Dr. M. L. Gulrajani - Chairman


3. Mr. G.K. Arora - Member

4. Mr . Rakesh Gupta - Member

Mr. Ajay Gupta, Company Secretary & DGM (Legal).

9

NIL

NIL

Location of Last Three AGMs/EGMs: B-2, Loni RoadIndustrial Area, (Opp. Mohan Nagar) Ghaziabad, (U.P.).

DATE TIME28/09/2006 10.00A.M. AGM08/06/2007 10.00A.M. EGM28/09/2007 10.00A.M. AGM

36"' A n n u a l Report 2007-200S


(b) Whether special resolutions were passed

(c) Were put through postal ballot last year,details of voting pattern.

(d) Person who conducted the postal ballot exercise.

(e) Are proposed to be conducted through postal ballot.

(f) Procedure for postal ballot.

(vii) Disclosures

(a) Disclosures on materially significant related partytransactions i. e. transactions of the company ofmaterial nature, with its promoters, the directors orthe management, their subsidiaries or relatives etc.that may have potential conflict with the interest ofcompany at large.

(b) Details of non-compliance by the company, penalties, andstrictures imposed on the company by Stock Exchanges orSEBI or any statutory authority on any matter related tocapital market during the last three years.

(c) Compliance of Mandatory requirements underCorporate Governance.

(d) Compliance of Non-Mandatory requirement underthe Corporate Governance.

(e) Whistle Blower Policies

(viii) Means of Communication

(a) Half-yearly report sent to each house hold of shareholders

(b) Quarterly results.

(c) Which newspapers normally published in.

(d) Any website, where displayed.

(e) Whether it also display official news release

(f) The presentations made to institutionalinvestors or to the analysts.

(g) Whether MD&A is a part of annual report or not.

: Yes

: By show of hands and Postal Ballot.

: Mr. S. R. Iyer

: Yes

: As per Section 192A of the Companies Act, 1956 and Rulesmade there under.

In compliance of Clause 32 of the Listing Agreement andAccounting Standard - 18, the Disclosure of "Related PartyTransactions" has been made in the Notes to Accounts ofFinancial Statements.

Nil

: As per the details mentioned in part II of the compliance report.

: As per the details mentioned in part III of the compliance report.

: The company has implemented the Whistle Blower Policy. It isalso affirmed that none of the personnel has been denied accessto the Audit Committee.

Published in the newspapers apart from sending to the investorswho requests for the same.

Published in the News Paper and sent to the Stock Exchangeswhere Shares of the Company are listed.

Economic Times (English), Business Standard (English), MoneyMakers (English), Dainik Mahalaxmi Bhagyodaya (Hindi)

www.sebi.com

Yes

The Financial Results used to be sent to the major investorsincluding Institutional Investors and analysts.

Yes

36"' A n n u a l Report 2007-2008


RLPS INDUSTRIES LTD.I •vlm.mv^vttll.llM

(ix) General Shareholder's informations

(a) AGM : Date, time and venue (tentative)

(b) Financial Calendar (Tentative):

Annual General Meeting

Result for quarter ending June 30, 2008

Result for quarter ending September 30, 2008

' Result for quarter ending December 31, 2008

Result for quarter ending March 31, 2009

(c) Date of Book Closure

(d) Dividend Payment Date

(e) Listing on Stock Exchanges

: Date: 27th September, 2008Day : SaturdayTime: 10.00A.M.Venue: B-2, Loni Road Indl. Area, (Opp. Mohan Nagar)Ghaziabad, (U.P.)-201007

27th September, 2008.

Fourth Week of July 2008.

Fourth Week of October 2008.

Fourth Week of January 2009.

Fourth Week of April, 2009.

24th September 2008 to 25th September 2008. (Both daysinclusive)

: As per Section 205 of the Companies Act, 1956.

: Equity Shares of the company are listed at the National StockExchange of India Ltd. and Bombay Stock Exchange Ltd., Mumbai& GDRs of the company are listed at Luxembourg StockExchange.

(f) Stock Code : NSEBSE

: ALPSINDUS: 530715/ALPSIND

LSE(USISIN) : US02109V1070

(g) Market Price Date: High, Low during each month in last financial year in National Stock Exchange of India Limited

SL.

No.

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

Months

April 2007

May 2007

June 2007

July 2007

August 2007

September 2007

October 2007

November 2007

December 2007

January 2008

February 2008

March 2008

High

Rate

56.45

53.45

47.40

47.35

46.05

57.60

51.05

61.20

72.25

90.95

59.20

48.50

Date

25.04.2007

03.05.2007

08.06.2007

12.07.2007

14.08.2007

06.09.2007

24.10.2007

20.11.2007

31.12.2007

09.01.2008

04.02.2008

03.03.2008

Low

Rate

50.35

45.55

42.20

42.80

42.65

46.60

46.55

46.05

58.55

55.30

45.90

33]60

Date

12.04.2007

31.05.2007

29.06.2007

02.07.2007

01.08.2007

03.09.2007

08.10.2007

05.11.2007

03.12.2007

22.01.2008

13.02.2008

24.03.2008

36'" A n n u a l Report 2007-2(108


(h) Shareholding Pattern as on 31.03.2008 :

CategoryCode

(A)(1)

a.b.c.de.

(2)a.b.c.d

(B)(D

a.b.c.de.f.g-h.

(2)a.b.

c.

d.

(O

a.

Category of Shareholders

Shareholding of Promoter and Promoter GroupIndianIndividuals / Hindu Undivided Family (HUF)Central Government / State GovernmentBodies CorporateFinancial Institutions / BanksAny Other (Specify)

Sub - Total A (1)

ForeignIndividuals (Non-Resident Individuals/Foreign Individuals)Bodies CorporateInstitutionsAny Other (specify)

Sub - Total A (2)

Total Shareholding of promoter and promoter group (A)=A(1)+A(2)

Public shareholdingInstitutionsMutual Funds/ UTIFinancial Institutions / BanksCentral Government/State Government(s)Venture Capital FundsInsurance Companies (FI Govt. Sponsered)Foreign Institutional Investors (FHs)Foreign Venture Capital InvestorsAny other (specify)

Sub - Total B (1)

Non-InstitutionsBody CorporateIndividuals - (i) Individual shareholders holding nominalshare capital up to Rs. 1 lakh.(ii) Individual shareholders holding nominalshare capital excess to Rs. 1 lakh.Any Other (NRI Repatriable)(NRI Non Repartiable) &(Trust)

Sub - Total B (2)

Total Public Shareholding (B) = B(1)+B(2)

Shares held by custodians and against which depositoryreceipts have been issued.FII & Corporate Body Foreign Bodies (DR) - GDRs

Sub - Total (C)

Grand Total (A+B+C)

Numberof shareholders

220

1600

38

01001

39

45002800

19

742

25113

29293922

26271

26290

11

26330

TotalNumber

of shares

34280200

518441000

8612430

02000000

00

2000000

10612430

4416081309971

00

20287386598044

00

10378361

5431916

6926405

742537359409584302768

13521465

23899826

18441844

34514100

Numberof shares

held indemater-

ializedfrom

34243400

517999000

8604330

02000000

00

2000000

10604330

4413081309971

00

20287386598044

*00

10378061

5431016

6854718.742537323009583302768

13412378

23790439

18441844

34396613

Total shareholdingas a percentage of

total number of shares

%of(A+B)

9.9330.000

15.0220.0000.000

24.955

0.0005.7950.0000.000

5.795

30.750

1.2803.7960.0000.0005.878

19.1180.0000.000

30.072

15.739

20.069

2.1521.0410.1690.008

39.178

69.249

%of(A+B+Q

9.9320.000

15.0210.0000.000

24.953

0.0005.7950.0000.000

5.795

30.748

1.2803.7950.0000.0005.878

19.1170.0000.000

30.070

15.738

20.069

2.1521.0410.1690.008

39.177

69.247

0.005

0.005

100.000




SHAREHOLDING PATTERN AS ON 31.03.2008

o.oo8%H mo.005%1.210%

30.748%

22.221%

1.28%

15.738%

9.673%

19.117%

Promoters - Indian

Mutual Funds and UTI

Banks, Financial Institutions,Insurance Companies (Central/ StateGov. Institutions/ Non GovernmentInstitutions)

Private Corporate Bodies

Indian Public

• »| NRIs/OCBs

Any other clearing members

FII & Corporate Body Foreign Bodies(DR) - GDRs

Notes: 1. Total Foreign shareholding 90,15,883 (excluding 9,80,000 Equity Shares representing 4,90,000 GDRs) and percentageof shareholding is 26.122.

• 2. There is 4,90,000 GDRs holdings and there is nil holdings of ADRs.

(i) Performance in comparison to broad-based indices such as BSE Sensex, CRISIL, Index etc:

NSE CHART FOR THE YEAR 2007-08 OF ALPS INDUSTRIES LTD. Vs. S&P CNX NIFTY

Historical Stock Chart

Price: 38,70 31J03/2008 S4PCMKDEFTY: 4295.30

ALPSINDUS. S&P CNX DEFTY91.05 - - • - - • n

85.30 ^ A r~fW~

79.55 • - . - . ^ I , -V - \ ^ / ' '4 ! ^

73,80 • - , • • - -'U j' / -

es,05 - ; V - %< I- - •n /

62.30 • ,".-. fc ft W 'ft 1

56.55 i ' - 1 1 P"VM ..- u , t., • = /50.80 w^ - v > ,,., ,. .- , ivv / Js/v. A A / : •

,,-,,.. ,,V-VA'-"' ,v, : J / W v/•46.05 / * vv- /%/** %N-.ri A' \'" J^* . ' ' " " '

39.30 _ / • - • • - '•- I

33.55 •''' , . - - . . . - .

— Price — -•:?,? •::!<• t ' ^ fT ,' .

- ' • ; :«^70

. * • - - - 52P.476

•' . - 5020.i

\, /y ' " v'y \t \ A- ^\i? * - V i* 'W- • ^92. 90

\t t A

J\" ' V n 4228 "r V\ w f1 \ - A ; 2*600

\ *Jt ^. ..1.1 :VH. ._ J701U5

- - \ - - 34Jr7 10

- . - \ - fc 3173.15

. Y..' 2813920

02/04«007 13/08/2007 23/08/2007 O1/1 1/2007 14/01/2003 31/03/2008

Left click and drag mouse to select range, release to zoam in. Right cJickto room out.

28 V) 36'" ^llllual Report 2007-2008


\fofal

(j) Registrar and Transfer Agents for Demat & Physical Shares: Alankit Assignments Limited, Corporate Office, Alankit House,. 2E/21, Jhandewalan Extension, New Delhi-110055, India.

(k) Depository for GDRs

(1) Share Transfer System and Investors Grievances.

: The Bank of New York Mellon, 101, Barclay Street, 22nd Floor,New York, NY 10286, USA

: In terms of the SEBI Circular for appointment of common agencyas R&T Agent for Demat and Physical Shares, company hasappointed the above R&T Agent. The share transfer and InvestorGrievances system is in compliance with the requirement of theStock Exchanges and as specified under the Depository Act,1996. Company has Shareholder's Grievances Committee toreview the status of various matters related with the shareholders.

(m) Distribution of shareholding : As on 31st March, 2008

Shareholding of nominal value

Rs. Rs.

Upto - 5000

5001 - 10000

10001-20000

20001-30000

30001-40000

40001-50000

50001-100000

100001 and above

TOTAL

Shareholders

Number

23252

1712

690

224

110

94

114

134

26330

%

88.310

6.501

2.621

0.851

0.418

0.357

0.433

0.509

100.000

Share Amount

Rs. (inOOO's)

34758.800

14026.490

10695.820

5762.030

3952.000

4450.120

8019.230

263476.510

345141.000

%

10.071

4.064

3.099

1.669

1.145

1.289

2.323

76.339

100.000

(n) Dematerialization of shares and liquidity

(o) Outstanding GDRs/ADRs/ Warrants or any Convertibleinstrument, conversion date and likely impact on equity

: 99.660% of Issued Capital is in Dematerialized form as on 31stMarch 2008. The shares are listed at the two Stock Exchanges.

: i) Outstanding GDRs as on 31st March 2008 is 4,90,000 at aquoted price of USD 1.93.

(ii) The company has issued no ADRs.

(iii) There are 4,000,000 Zero Coupon Convertible Warrantsinto equity shares, which are outstanding as on March 31,2008, in the ratio of 1:1, allotted at a issue price of Rs.657- per warrant on 22.06.07. It includes 3,000,000 issuedin favour of Billsworth Investments Pvt. Ltd. under thecategory Foreign Promoter- Persons acting in concert &1,000,000 in favour of Macedonia Trade & Capitals Pte.Ltd., under the category Public shareholding - Non Institution- Body Corporate Non- Domestic.

Note: The 4,000,000 Zero Coupon Convertible Warrants may be converted into equity shares not later than by 21 st December2008 i.e. 18 months from the date of issue of the instrument i.e. 22nd June 2007. The aforesaid allotment of Zero CouponConvertible Warrants has been made in terms of the "approval in principle" received from the Bombay Stock ExchangeLimited & National Stock Exchange of India Limited vide their letters dated June 22, 2007 and June 13, 2007 respectively.

A n n u a l Report 2007-2008



Likely impact on the equity:

(i) The underlying 9,80,000 Equity Shares against the outstanding of 4,90,000 GDRs as on 31st March 2008 have been includedin the present issued capital of the Company. Hence, there will not be any more increase in the issued capital by reduction/increase in the outstanding GDRs.

(ii) The 4,000,000 Zero Coupon Convertible Warrants may or may not be converted into equity. However maximum conversionof the warrants may be up to 4,000,000 Equity Shares because each warrant represents one equity share. The diluted EPSis calculated after taking into account the effect of this factor. However all this is subject to the listing and tradingpermission from the Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

(p) Plant Locations

(q) Address for correspondence

(r) CEO/CFO Certification

(s) Secretarial Audit for Reconciliation of Capital

: (a) B-2, Loni Road Indl. Area, Opp. Mohan Nagar, Ghaziabad-201 007 (U.P.)(b) A-2, Loni Road Indl. Area, Opp. Mohan Nagar, Ghaziabad-201 007 (U.P.)(c) A-3, Loni Road Indl. Area, Opp. Mohan Nagar, Ghaziabad-201 007 (U.P.)(d) 57/2, Site-IV Indl. Area, Sahibabad, Ghaziabad-201 010 (U.P.)(e) B-160-161, Industrial Estate, Mettupalayam, Pondicherry-605 009(f) Plot No. 1-A, Sector 10 Integrated Industrial Estate BHEL,Haridwar, Uttarakhand.(g) Plot No. 1-B, Sector 10 Integrated Industrial Estate BHEL,Haridwar, Uttarakhand.(h) Spinning Mills, Kashipur Bazpur Road, U.S. Nagar, Kashipur, Uttarakhand.(i) Spinning Mills, Afzal Garh Road, U.S. Nagar, Jaspur, Uttarakhand.(j) Village Aminagar alias Bhoor Baral, Distt. Meerut, U.P.

: Corp. Office: 57/2, Site - IV, Industrial Area, Sahibabad, Ghaziabad-201 010 (U.P.)

: As required under Clause 49 of the Listing Agreement, aCertificate duly signed by the CEO/CFO was placed at themeeting of Board of Directors held on 30th June, 2008.

: The Securities and Exchange Board of India has directed videCircular No. D&CC/FITTC/CIR-16/2002 dated 31st December,2002 that all issuer companies shall submit a certificate of capitalintegrity, reconciling the total share held in both the depositories,viz. NSDL and CDSL and in physical form with the total issued/paid-up capital.

The said certificate duly certified by the Statutory Auditors ofthe Company & Practicing Company Secretary, is submitted tothe Stock Exchanges where the securities of the company arelisted within 30 days of the end of die each quarter.



COMPLIANCE REPORT ON CORPORATE GOVERNANCE - PART - HNON-MANDATORY REQUIREMENTS.

1. The Board

(i) Non-Executive Chairman's office

(ii) Tenure of Independent Directors.

2. Remuneration Committee

(i) Terms of Reference

(ii) Constitution of the committee

(iii) Presence at the meeting

(iv) Presence of the Chairman of the committee atthe Annual General Meeting.

3. Half Yearly Financial Results to the Shareholders.

4. Audit Qualifications

5. Whistle Blower Policy

6. Postal Ballot

7. Code of Conduct

8. Disclosure for Non-Mandatory requirements

The company has an office for the Non-Executive Chairman.

The Company is having some independent directors with tenureof more than nine years. The company intends to retain them,keeping in view their expertise and contribution in thedevelopment of the company.

Company is having a Remuneration Committee in terms of therequirements of the Schedule XIII of the Companies Act, 1956and the necessary requirements of the Corporate Governance. Itis authorized to approve and recommend the company's policieson specific remuneration packages for wholetime directorsincluding pension rights and any compensation payment.

1. Dr. M.L. Gulrajani - Chairman

2. Mr. Sandeep Agarwal - Member3. Mr. J. P. Kundra - Member4. Mr. G.K. Arora - Member

All the members are usually present at the meeting. However,no meeting was held during the year.

The Chairman of the meeting was present at the Annual GeneralMeetings.

The Financial Results sent to the members as and when demandedby the members during the financial year.

There is no qualifications /reservations in the Audit Report ofthe Statutory Auditors, for the Financial Year 2007-08.

It has been implemented properly and all the concerned officialshave been advised suitably.

It has been conducted wherever required.

In terms of the requirement of the Corporate Governance, thecode of conduct of the company for employees, the Board ofDirectors at their meeting held on October 26, 2005 which hasbeen informed to directors and all concerned. It used to bereviewed and updated from time to time according to therequirement of the company. It has also been displayed on thecompany's website www.alpsindustries.com . The necessarydisclosure for compliance has been made at the meeting ofBoard of Directors held on May 31, 2008.

All the major and effective Non-Mandatory requirements havebeen complied with.




The Members ofAlps Industries LimitedGHAZIABAD.

CERTIFICATE IN RESPECT OF COMPLIANCEWITH THE CODE OF CONDUCT OF THE COMPANY*

I, Sandeep Agarwal, in my capacity as the Managing Director & Chief Executive Officer of the company, dohereby certify that all Directors and Senior Executives of the company, one level below the Board havecomplied with and adhered the Code of Conduct as approved & prescribed by the Board of Directors of theCompany.

Place: Ghaziabad

Date: May 31,2008

For Alps Industries Ltd

(Sandeep Agarwal)Managing Director & CEO

*The Code of Conduct can be viewed on the Company's website www.alpsindustries.com.

The Members ofAlps Industries LimitedGHAZIABAD.

CERTIFICATE FOR COMPLIANCE OF CORPORATE GOVERNANCE

We have examined the compliance of conditions of Corporate Governance by Alps Industries Limited, for theyear ended on 31st March 2008, as stipulated in Clause 49 of the Listing Agreement of the said Company withStock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examinationhas been limited to a review of the procedures and implementations thereof adopted by the Company forensuring compliance with the conditions of the certificate of Corporate Governance as stipulated in the saidClause. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and therepresentations made by the Directors and the management, we certify that the Company has complied withthe conditions of Corporate Governance as stipulated in Clause 49 of the above-mentioned Listing Agreement.

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

For R. K. Govil & Co.Chartered Accountants

Place : Ghaziabad (K. K. Pal)Date : June 30, 2008 Partner

Membership No. 74999

36'-" A n i i u a l Report 2007-2008


INFORMATION AS PER REQUIREMENT OF SEBI CIRCULAR NO. SMDRP/CIR14/98 DATED 29.04.1998 ANDCLAUSE 32 OF THE LISTING AGREEMENT WITH THE STOCK EXCHANGES

1. Names and Address of The Stock Exchanges of where the Company' s Securities are Listed.

S.No.

1.

2.

3.

NAME

Bombay Stock Exchange Ltd. ,

National Stock Exchange of India Ltd. ,

Luxembourg Stock Exchange

ADDRESS

1st Floor, New Trading Ring, Rotunda Building, P.J. Towers,Dalai Street, Fort, Mumbai- 400001 .

Exchange Plaza, 5th Floor, Plot No. C/l , G-Block, Bandra-Kurla Complex Bandra (E), Mumbai - 400 05 1 .

Societe de la Bourse de Luxembourg Societe Anonyme RCLuxembourg B 6222, BP 165, L-2011 Luxembourg, Siege Social,1 1 , Avenue de la Perto Neuvo

2. The Company has paid listing fees for the year 2008-2009 to both the domestic Stock Exchanges and for the calendar year 2008towards maintenance fee to Luxembourg Stock Exchange.

3. As per the latest SEBI circular no. CSD/COMP/Cir/662/2007 dated 1st August 2007, the following information are being furnishedrelated to the Financial Year 2007-2008:

(Rs. in Lacs)

SI. No.

1.

2.

3.

4.

5.

Particulars

Loans and advances in the nature of loans to subsidiaries by name and amount.

I) Alps Spandex India Limited -Rs. 18. 67 Lacs

II) Alps Retail Pvt. Ltd. -Rs. 126. 16 Lacs

III) Alps Energy Pvt. Ltd. - Rs. 233 .42 Lacs

Loans and advances in the nature of loans to associates by name and amount.

I) Sedona Herbal Pvt. Ltd. - Rs. 160.01 Lacs

Loans and advances in the nature of loans where there is

a) no repayment schedule or repayment beyond seven years, or

b) no interest or interest below section 372A of Companies Act by name and amount.

Loans and advances in the nature of loans to firms/ companies in which directors areinterested by name and amount.

Investments by the loanee in the shares of parent company and subsidiary Company,when the Company has made a loan or advance in the nature of loan.

Amount

378.25

160.01

NIL

NIL

NIL




SUBSIDIARY COMPANIES AS ON MARCH 31,2008.STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATING TO SUBSIDIARY COMPANIES

(Directly and Indirectly):

ALPS USA INC. Alps EnergyPrivate Limited

Alps RetailPrivate Limited

"Alps SpandexIndia Limited

$ Alps UttarakhandEnergy Pvt. Ltd.

March 31,2008 March 31,2008 March 31,2008 March 31,2008 March 31,2009

1. Name of the Subsidiary Company

2. Financial Year of the SubsidiaryCompany ended on

3. No. of shares in the Subsidiary

4. Percentage of Holding (Equity)

5. Percentage of Holding (Preference)

6. The net aggregate of profits/ (losses) of the Subsidiary Company for its financial years so far as they concern the members of the Company:

(193USD) * Not Applicable * Not Applicable * Not Applicable * Not Applicable

15 shares of nopar value

100%

Nil

10,000 ofRs. 10/- each

100%

Nil

10,000 ofRs.10/- each

100%

Nil

1,00,000 ofRs.10/- each

100%

Nil

50,000 ofRs. 10/- each

100%

Nil

a) Dealt with in the account for theperiod ended 31!l March 2008

b) Not dealt with in the accounts for theperiod ended 31" March 2008 (Loss)

' Not Applicable * Not Applicable * Not Applicable * Not Applicable * Not Applicable

7. The net aggregate of profits/ (losses) of the Subsidiary Company for its Previous financial years since it became so far as they concern the members of theCompany:

a) Dealt with in accounts for the * Not Applicable * Not Applicable * Not Applicable * Not Applicable * Not Applicableperiod ended 3 lsl March 2008

b) Not dealt within accounts for the * Not Applicable * Not Applicable * Not Applicable * Not Applicable * Not Applicableperiod ended 31" March 2008 (Loss)

8. Change in the Holding Company's interestin the subsidiary between the end of theFinancial Year of the subsidiary and the endof the holding company's financial year. tt Not Applicable ft Not Applicable ff Not Applicable

9. Details of any material changes which have occurred between the end of the financial year in respect of :

a) The Subsidiary's fixed assets # Not Applicable # Not Applicable # Not Applicable # Not Applicable tt Not Applicable

b) Its Investment # Not Applicable i Not Applicable # Not Applicable # Not Applicable # Not Applicable

c) The moneys lent by it # Not Applicable ff Not Applicable tt Not Applicable # Not Applicable tt Not Applicable

d) The moneys borrowed by it for any tt Not Applicable # Not Applicable # Not Applicable tt Not Applicable tt Not Applicablepurpose other then that of meetingcurrent liabilities

# Not Applicable tt Not Applicable

Note: * As the Companies are not in operation, no Profit & Loss account has been prepared.tt The financial year of both the Companies ended on March 31, 2008.$ The company was incorporated on March 10, 2008. Hence no Financials Statement has been prepared for the financial year 2008-2009. However relevanthead of Accounts has been merged in the consolidated Financial Statements.


Place : GhaziabadDated : July 31,2008

K.K. AgarwalChairman


R.K. GulatiChief Financial Officer

Ajay GuptaCompany Secretary

36"' Ai nual Report 2007-2008|


c/awMUMaAUDITORS' REPORT

To,The Members ofAlps Industries LimitedGhaziabad

Sub: Auditors' Report on the Accounts for the year ended on 31st March 2008in compliance with Section 227 of the Companies Act, 1956

We have audited the attached Balance Sheet of ALPS INDUSTRIES LIMITED as at 31st March 2008, the Profit & Loss Account andalso the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of theCompany's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Companies (Auditor's Report) Order,2003 issued by the Central Government in terms of section 227(4A) of theCompanies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to in paragraph (3) above, we report that:-

1. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposeof our audit.

2. In our opinion proper books of accounts as required by law have been kept by the Company so far as appears from our examinationof the books of the Company.

3. The Balance Sheet and Profit & Loss account referred to in this report are in agreement with the books of account of the Company.

4. In our opinion, the accounts comply with the accounting standards referred to in section 211(3C) of Companies Act, 1956.

5. On the basis of written representations received from the directors, and taken on record by the Board of Directors, in our opinion,none of the directors is disqualified from being appointed as director u/s 274(l)(g) of Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit &Loss Account, together with Accounting Policies and notes thereon, give the information required by the Companies Act, 1956 in themanner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

I. In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2008

D. In the case of Profit & Loss account, of the profit of the Company for the year ended on that date.

HI. In the case of Cash Flow Statement, of the cash flow's for the year ended on that date.

ForR.K.Govil&Co.Chartered Accountants

Place: GhaziabadDate : June 30, 2008

(K. K. Pal)Partner

uil Repor t 2007-2008



ANNEXURE TO THE AUDITORS' REPORT(Referred to in our Report of even date)

In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and tothe best of our knowledge and belief, we state as under:

I. The Company has maintained proper records showing full particulars including quantitative details and situation of its fixedassets. As explained to us all the fixed assets were physically verified by the management during the year. We have beeninformed that no material discrepancies were noticed on such physical verification. Substantial part of fixed assets has not beendisposed off during the year, which will affect its status as going concern.

II. The inventory has been physically verified during the year by the Management at reasonable intervals. In our opinion andaccording to the information and explanations given to us, the procedures of physical verification of inventory followed by themanagement are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company ismaintaining proper records of inventory. As explained to us the discrepancies noticed on physical verification of stocks ascompared to book records were not material, however, the same have been properly dealt with the books of account.

ni. The Company has granted unsecured loans aggregating Rs 477.36 Lacs to four companies, firms or other parties covered in theregister maintained under section 301 of the Companies Act 1956. The company has also taken unsecured loans from one suchparty aggregating Rs 505.93 lacs. The rate of interest & other terms & condition of such loans are, in our opinion, prima facienot prejudicial to the interest of the Company.

IV. In our opinion aid according to the information and explanations given to us, there is adequate internal control system commensuratewith the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and also for the saleof goods and services. In our opinion, there is no continuing failure to correct major weaknesses in internal control procedures.

V. (a) According to the information and explanations given to us, we are of the opinion that particulars of Contracts or arrangementsreferred to in section 301 of the Act have been entered in the register required to be maintained under that section,wherever applicable.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance ofContracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have beenmade at the prices, which are reasonable having regard to prevailing market prices at the relevant time.

VI. In our opinion and according to the information and explanations given to us, the company has complied with the provisions ofsection 58A & 58-AA or any other relevant provisions of the Companies Act, 1956, the Companies (Acceptance of Deposits)Rules, 1975 and the directives issued by the Reserve Bank of India, with regard to the deposits accepted from the public byprivate circulation. No order has been passed with respect to the deposits accepted from the public by private circulation byNational Company Law Tribunal/Company Law Board.

VII. In our opinion, the Company has an adequate internal audit system commensurate with the size and nature of its business.

vm. The Central Government has prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 inrespect of manufacturing activity of Cotton yarn of the Company. We have broadly reviewed the accounts and records of theCompany and are of the opinion that prima facie, the prescribed records are being maintained. We have not, however, made adetailed examination of the records with a view to determine whether they are accurate and complete.

DC. a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Educationand Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Exciseduty, Cess and any other statutory dues applicable to it with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income-tax, Wealthtax, Service Tax, Sales-tax, Custom Duty, Excise duty, Cess and other statutory dues were outstanding as at 31st March,2008 for a period of more than six months from the date they became payable.



c) The disputed statutory dues aggregating to Rs. 36.80 Lacs have not been deposited on account of disputed matters pendingbefore appropriate authorities as on 31st March, 2008, are as under:

Sr. No.

1

2

Name ofthe Statute

CentralSales TaxAct, 1956

Nagar NigamAct, 1959

Nature ofDues

Entry Tax

Sewerage Tax

Amount

Rs. 33.43 Lacs

Rs. 3.37 Lacs(Subject to

Revision of Rates.)

Forum whereDispute is Pending

Hon'ble AllahabadHighCourt

Civil CourtGhaziabad

X. The Company has neither accumulated losses as at 31st March 2008 nor it has incurred any cash loss either during the financialyear ended on that date or in the immediately preceding financial year.

XI. According to the information and explanations given to us, we are of the opinion that Company has not defaulted in repaymentof dues to financial institutions or banks.

XII. In our opinion and according to the explanations given to us, and based on the information, available the Company has notgranted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XDI. In our opinion, the Company is not a chit fund or Nidhi/Mutual Benefit Fund/Society. Therefore, the provisions of clause 4 (xiii)of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

XIV. In our opinion, and according to the information and explanation given to us the Company is not dealing in/or trading in Shares,Securities, Debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Companies Act (Auditor'sReport) Order, 2003 are not applicable to the Company.

XV. Based on the information and explanations given to us, in our opinion, the terms and conditions on which the company has givencorporate guarantees/counter guarantees, on behalf of other body corporate, to the banks during the year, are not prima-facieprejudicial to the interest of the company.

XVI. The term loans have been applied for the purpose for which the loans were obtained.

XVn. According to the information and explanation given to us and on an overall examination of the Balance sheet of the company, weare of the opinion that funds raised on short-term basis have not been used for long-term investment.

XVm. As explained to us, the company has not made any preferential allotment of shares to parties and companies covered in theRegister maintained under section 301 of the Act. However the company has made Preferential Allotment of equity shares toother persons and the issue price is not prejudicial to the interest of the company.

XK. As explained to us, the company has not raised any money by way of public issue during the year. Thus the discloser regardingend use of money is not applicable.

XX. According to information and explanations given to us, during the year, company has issued unsecured zero coupon convertiblewarrants thus no security or charge is to be created.

XXI. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraudon or by the Company has been noticed or reported during the course of our audit for the year under report.


Place: GhaziabadDate : June 30, 2008

(K. K. Pal)Partner

Report 2007-2008


HLPS INDUSTRIES LTD.BALANCE SHEET _______________

BALANCE SHEET AS AT 31STMARCH, 2008

Sources of Funds SCHEDULE1 Shareholders' Funds

Share Capital 1Reserves and Surplus 2Application Money-ZCCW

2 Deffered Tax Liability - Net

3 Loan FundsSecured Loans 3Unsecured Loans 4

Total

Application of Funds1 Fixed Assets

Gross Block 5Less : DepreciationNet BlockCapital work in Progress

2 Investments 6

3 Current Assets, Loans & AdvancesInventories 8Sundry Debtor's 9

• Cash & Bank Balances 10Loans & Advances 11

Less : Current Liabilities & Provisions 7

Net Current Assets

4 Misc. Expenditure/Deferred Revenue Expenditure 12(to the extent Not Written Off or adjusted)

Total

Significant Accounting Policies and Notes on Accounts 19

Schedules referred to above form an integral part of the Financial Statements

As per our report of even date attachedForR.K. Govil&Co.Chartered Accountants

K. K. PalPartner

As At31.03.2008

Rs. in Lac

3/151.4126,313.52

moo30,024.93

1,691.51

65,853.264,549.61

70,402.87

1,02,119.31

58,887.466,719.94

52,167.522,492.81

4,988.15

25,073.0514,122.903,010.246,395.60

48,601.79

6,717.90

41,883.89

586.94

1,02,119.31

As At31.03.2007

Rs.in Lac

3,251.4124,265.35

-27,516.76

1,416.95

34,166.293,033.88

37,200.17

66,133.88

27,368.604,949.90

22,418.7013,315.90

69.66

17,904.038,222.214,830.383,091.10

34,047.72

4,421.45

29,626.27

703.35

66,133.88


Place : Ghaziabad Ajay Gupta R. K. GulatiDated: June 30, 2008 Company Secretary Chief Financial

1 ™ • . ' • . - , ' < , - - -:•:•--]• - - 1 , ; :

Officer

36't A n n u a l



Report 2007-2,008


PROFIT & LOSS ACCOUNT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2008

IncomeSalesLess : Excise DutyNet SalesOther IncomeIncrease (decrease) in Stock

ExpenditureMaterial ConsumedManufacturing ExpensesPersonnel ExpensesOther operating ExpensesMisc. and Deferred Revenue Expenditure W/Off

Profit Before Depreciation, Financial Expenses & TaxLess : Financial ExpensesProfit Before Depreciation & TaxLess : Depreciation

Profit Before TaxLess : Provision for Taxation-Current TaxAdd : Minimum Alternative Tax Credit AvailedLess : Provision for Fringe Benefit Tax

Profit from operationsLess : Deferred TaxProfit After TaxLess/Add : Prior Year Adjustments

Add : Surplus as per last yearAvailable for AppropriationAppropriationsTransfer to General ReserveProposed DividendCorporate Dividend TaxSurplus carried to Balance Sheet

Basic Earning Per Share (Rs.)Dilutive Earning Per Share (Rs.)Significant Accounting Polices and Notes forming part of the financial Statements. 19Schedules referred to above form an integral part of the Financial Statements

As per our report of even date attachedFor R.K. Govil & Co.Chartered Accountants

K. K. PalPartner

Place: Ghaziabad Ajay GuptaDated : June 30, 2008 Company Secretary

EDULE

13

14151617

18

As At31.03.2008Rs. in Lac

63,522.0195.10

63,426.91471.79

4,30135

68,200.05

47,844.827,519.001,375.424,818.78

137.5861,695.606,504.453,199.733,304.721,782.501,52222

172.75172.7559.50

1,462.72274.56

1,188.16(38.08)

1,150.081,608.112,758.19

865.00172.5729.33

1,691.292,758.19

3.503.50


43,064.94151.40

42,913.54341.77

2,403.41

45,658.72

31,147.284,653.28

903.262,029.45

114.1838,847.45

6,811.271922.52

4,888.751,340.703,548.05

455.10164.4830.00

3,227.43192.45

3,034.98(2.58)

3,032.40878.55

3,910.95

2,000.00258.8543.99

1,608.113,910.95

9.349.34

R. K. GulatiChief Financial Officer




36'" A n n u a l Ri-port 2007-2008


HLPS INDUSTRIES LTD.SCHEDULES

\ida~

SCHEDULES FORMING PART OF ACCOUNTS

1. SHARE CAPITALAuthorised Capital45000000(45000000) Equity Shares of Rs. 10/-each

Issued, subscribed & paid up34514100(32514100) Equity Share of Rs.lO/-each fully paid upof the above, (16257050 Equity Share of Rs. 10/- each havebeen alloted during 2006-07 as fully paid up Bonus Shareby capitalisation of General Reserve)

2. RESERVES AND SURPLUS

Securities PremiumGeneral ReserveProfit and Loss Account

Total

Transfer from Profit & Loss A/c Rs 865.00 Lacs


4500.00

Isoo.oo

3-151.41


4500.00

4500.00

3251.41

Balance As on01.04.2007

15522.947134.291608.12

24265.35

AdditionDuring the

Year

1100.00865.00948.17

2913.17

3-451.41

Utilised

--

865.00

865.00

3251.41


16622.947999.291691.29

26313.52

3. SECURED LOANS

(A) Term Loans

Bank & Financial InstitutionsOthersTerm loans from Bank & Financial Institututions are Secured byFirst Pari-Passu charge created / to be created on Fixed Assets andSecond Pari-Passu charge on current assets of the Company, both present andFuture and by Personal Guarantees of some of the Directors.

Term Loan from others are secured by hypothecation of specific fixed assets

(B) Working Capital Loans from Banks:(Secured by Hypothecation of Stocks of Raw Material,Finished Goods and Semi Finished Goods,Consumable Stores & Spares, Book Debts, SecondPari-Passu Charge over Fixed Assets and by Personal -Guarantee of some of Directors)

41493.3731.70

24328.19

21899.26133.19

12133.84

65853.26 34166.29

36'" A n n u a l ; Report 2007-2008


\hfai

4 UNSECURED LOANS

Short Term DepositsFixed DepositsOthers

5. FIXED ASSETS


52.984496.63

4549.61


57.19

2976.69

3033.88

(Rs. In Lac)

Particulars

Lands (Lease Hold)

Buildings

Plant & Machineries

Brand & Trade Marks

Furniture & Fixtures

Vehicles

Office Equipments

Computers

Sub Total

Previous Year

GROSS BLOCK

OpeningBalance

1,096.95

5,238.86

19,163.39

646.07

243.59

275.00

130.17

574.57

27,368.60

25,289.97

Additions

210.22

4,951.74

26,304.11

0.00

119.26

191.05

15.72

41.80

31,833.90

2,304.79

Deductions

0.00

0.00

296.42

0.00

1.26

16.390.97

0.00

315.04

226.16

Total upto31.03.2008

1,307.17

10,190.60

45,171.08

646.07

361.59

449.66

144.92

616.37

58,887.46

27,368.60

DEPRECIATION

OpeningBalance

29.22

659.19

3,364.37

343.62

78.63

70.34

28.65

375.88

4,949.90

3,727.63

Duringthe year

10.30216.28

1.345.33

64.61

15.1028.07

6.6096.21

1,782.50

1,340.70

OnDeduction

0.00

0.007.96

0.00

0.02

4.47

0.01

0.00

12.46

118.43


39.52

875.47

4,701.74

408.23

93.71

93.94

35.24

472.09

6,719.94

4,949.90

NET BLOCK

As on31.03.2008

1,267.65

9,315.13

40,469.34

237.84

267.88

355.72

109.68

144.28

52,167.52

22,418.70

As on31.03.2007

1,067.73

4,579.67

15,799.02

302.45

164.96

204.66

101.52

198.69

22,418.70

21,562.34

6. INVESTMENTS

I. Long Term Non Trade (Fully Paid Unless Otherwise Stated)

(A) Quoted Shares

13400(13400) Equity Shares of Rs. 10/- each of Kay Pulp & Paper Mills Ltd. 1.34(Market Value - Rs. 89780.00)

720(720) Equity shares of Rs. 10/- each of Parasrampuria Synthetics Ltd. 0.22(Market Value — Not available)

2000(2000) Equity Shares of Rs. 10/- each of Global Syntex (Bhilwara) Ltd. 0.10(Partly of Rs. 5/- each Paidup) (Market Value — Not available)

517032 (Nil) Equity Shares of Rs. 107- each of Era Infra Engineering Company Ltd.(Market Value — 307065305) 4382.72

(B) Mutul Funds

20000 (20000) unit of Rs. 10/- each of SBI One India Fund(Market Value —205200) 2.00

19560 (Nil) unit of Franklin India High Growth Co.(Market Value—192373) 2.00

100000 (Nil) unit of Rs. 10/- each of SBI Infra Structure Fund(Market Value - 1073000) 10.00

2930 (Nil) unit of Reliance Growth Fund(Market Value-977858) 10.00

1.34

0.22

0.10

2.00

Annual Report 2007-2008

SANSCO SERVICES - Annual Reports Library Services - www.sanscO.net


10000 (Nil) of Rs. 10/- each of UTI Infrastructure Advantage Fund Series-I(Market Value — 86700)

(Q Unquoted Shares

105000 (105000) Equity Share of Rs. 107- each of


1.00


Bulland Buildmart Pvt. Ltd.

105000 (105000) Equity Share of Rs. 10/- each ofSedona Herbal Pvt. Ltd.

4500000 (4500000) Equity Share of Rs. I/- each ofImprove Interior.Com. Ltd.


15 (Nil) Equity shares at N.P.V. of Alps USA Inc.

99940 (Nil) Equity Share of Rs. 107- each of Alps Spandex India Ltd.

9990 (Nil) Equity Share of Rs. 107- each of Alps Retail (P) Ltd.

9990 (Nil) Equity Share of Rs. 107- each of Alps Energy (P) Ltd.

n. Current Investment

7. CURRENT LIABILITIES & PROVISIONS

Current Liabilities

Sundry Creditors : Small & Micro Enterprises

: Others

Advance from Customers

Expenses Payable

Provision for Exchange Fluctation

Unclaimed Dividend

Interest Accrued But Not Due

Gratuity 7 Leave Encashment

Provisions

Proposed Dividend

Income Tax 7 Wealth Tax

Fringe Benefit Tax

Corporate Dividend Tax

& INVENTORIES

Raw Materials

Consumable Stores

Finished Goods

Semi Finished Goods

Stock-in-Transit

•••••••• IHHHBH

10.50

10.50

45.00

500.78

9.99

1.00

1.00

-

4)88.15

27.48

2253 .28

396.06

960.70

2661.12

5.70

8.27

161.52

172.57.

1.35

40.52

2933

6717.90

12093.34

378.64

3176.79

8124.18

0.10

25073.05

36'" A n n u a l

10.50

10.50

45.00

-

-

-

-

-

69.66

11.28

3228.77

202.39

535.14

-

3.58

7.73

119.68

258.86

1.35

8.68

43.99

4421.45

10629.03

275.38

1322.81

5676.81

-

17904.03

Report 2007-2008


9. SUNDRY DEBTORS (UNSECURED, CONSIDERED GOODS)

Debts outstanding for a period exceeding Six Months

Other Debts

10. CASH & BANK BALANCES

Cash in Hand

Balances with Scheduled Banks

In Current Accounts

In Fixed Deposits

In Margin Money

11. LOANS & ADVANCES (UNSECURED, CONSIDERED GOOD)

Advance Recoverable in Cash or in kind or for Value to be Received

Security Deposits

Advance Income Tax (Net of Provisions)

Minimum Alternate Tax Adjustable

12. MISCELLANEOUS EXPENDITURES

(To the extent not written off)

Preliminary Expenses

Product Development & other

Deffered Revenue Expenses

13. SALES

Exports

Domestic

Other Income

Interest Received

Miscellaneous Income Received

14. MATERIAL CONSUMED

Opening Stock

Add: Purchases

Less: Closing Stock


117.19

14005.71

14122.90

132.76

1079.92

1706.52

91.04

3010.24

5332.70

497.56

233.17

332.17

6395.60

380.51

206.43

586.94

9556.70

53965.31

63522.01

154.64

317.15

471.79

10629.03

50609.13

61238.16

13393.34

47844.82


143.36

8078.85

8222.21

78.72

775.86

3887.97

87.83

4830.38

2645.21

286.47

0.00159.42

3091.10

412.80

290.55

703.35

9138.27

33926.67

43064.94

247.53

94.24

341.77

6401.82

35374.49

41776.31

10629.03

31147.28

36'" A n n u a l Report 2007-2008

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RLPS INDUSTRIES LTD. ?SSSS

15. MANUFACTURING EXPENSES

Wages including other benefits

Contribution to Provident & Other Funds

Security & Vigilance

Food & Beverage Prov. to Labour

Consumption of Stores & Spares

Production Expenses

Weaving & Processing Charges

Power & Fuel

Carriage & Cartage

Research & Development Expenditure

16. PERSONNEL EXPENSES

Salaries including other benefits

Contribution to provident & other funds

Gratuity

Food & Beverage Prov. to Staff

17. OTHER OPERATING EXPENSES

Rent

Rates & Taxes

Postage & Telegram

Printing & Stationery

Legal & Professional Expenses

Travelling & Conveyance - Others

Travelling & Conveyance - Directors

Telephone & Fax

Directors' Remuneration

Books & Periodicals

Fees & Subscription

General Expenses

Exchange Fluctuation

Insurance

Payment to Auditors

Vehicle Running Expenses

Donation

Hank Yarn Obligation

•" - ! ! : I . ' '


1720.59

76.34

12.68

10.80

525.14

2274.95

82.84

« 2657.71

153.07

4.88

7519.00

1222.58

29.43

22.09

101.32

1375.42

172.90

27 JO

23.74

31.59

108.75

225.25

28.82

64.50

24.76

0.60

25.86

28.69

1731.86

195.50

8.43

122.43

3.13

9.27

; [ 36"' knni ia l


1123.24

48.52

23.42

37.58

409.31

1130.47

56.88

1788.80

31.10

3.96

4653.28

823.36

28.32

18.99

32.59

903.26

36.93

27.37

9.47

37.41

108.69

193.49

14.39

60.49

21.61

0.98

25.99

19.50

-

215.67

6.18

80.85

2.40

13.48

Repor t 2007-2008


Repairs & Maintenance

Building

Machinery

Others

Loss on Sale of Assets •

Selling & Distribution Expenses

Packing & Forwarding

Sales Promotion & Incentives

Advertisement & Publicity

Sales Tax paid against W.C.T.

Freight on Exports

18. FINANCIAL EXPENSES

Interest to Bank & Financial Institutions

Others


19.59

15.90

49.12

5.64

852.96

497.71

106.18

33.78

404.52

4818.78

3035.08

164.65

3199.73


26.31

26.37

47.76

53.14

501.35

202.02

164.62

6.73

126.25

2029.45

1600.19

322.33

1922.52

36"' A n n u a l Report 2007-200S


HLPS INDUSTRIES LTD. ___^_=^=

19. SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS

A. SIGNIFICANT ACCOUNTING POLICIES

• BASIS FOR PREPARATION OF ACCOUNTS

The Financial Statements are prepared on going concern basis under the historical cost convention, on accrual basis unlessspecifically stated here in below and in accordance with applicable Accounting standards (AS) issued by the Institute ofChartered Accountants of India.

• REVENUE RECOGNITION

Sales are recognized on completion of sale of goods and are net of trade discounts, rebates and inclusive of excise duty &exchange fluctuation but excludes Tax on Sales.

• FIXED ASSETS

a) All Fixed assets are stated at cost, net of MODVAT / CENVAT less accumulated depreciation. Acquisition cost, anydirectly attributable expenditure including borrowing cost and Exchange Fluctuation for bringing the assets to workingcondition for it's intended use are capitalised.

b) Cost of Assets not ready to put to use before year end and advances paid for acquisition or construction of Capital Assetsare being shown as Capital Work in Progress.

• DEPRECIATION

Depreciation on the fixed assets has been provided on Straight Line Method at the rates and in the manner prescribed inSchedule XIV of the Companies Act, 1956

• INVESTMENTS

a) Investments are carried at cost. However, provision for diminution in value is made to recognize any decline, other thantemporary in the value of investment.

b) Investments that are readily realizable and intended to hold for not more than a year are classified as Current investments.All other investments are classified as Long Term Investment.

• INVENTORIES

Raw Materials, stores and spares are valued at cost. Cost of raw material is determined by using the First In First Out (FIFO)method except for cotton, which is valued at weighted average cost.

finished and Semi Finished goods produced & purchased, are valued at lower of cost or net realizable value. The identificationof Semi Finished goods is being done on the basis of location of the goods.

• BORROWING COST

Borrowing cost directly attributable to acquisition or construction of those fixed assets, which necessarily take a substantialperiod of time to get ready for their intended use is capitalized and other borrowing cost is charged to revenue.

• TERMINAL BENEFITS

The provision for Gratuity liability has been made in accordance with the actuarial valuation at the end of the year. Theprovision for earned leaves/medical leaves has been made on the basis of leaves accrued to employees.

• RESEARCH AND DEVELOPMENT

Research & Development expenses of revenue nature are charged to Profit & Loss Account and those of capital nature arecapitalized as Fixed Assets.

• MISCELLANEOUS EXPENDITURE

Preliminary expenses & capital issue expenses are being amortised over a period of ten years.

36'" A n n u a l Report 2007-2008


Vufaz• a«.i.i:«:fv,:ll.l.-l.-«

Deferred Revenue Expenditure includes Product Research & Development, Design Development, Sampling Expenses andHuman Resource Development Expenses & are being written off over a period of five years.

• FOREIGN CURRENCY TRANSACTIONS

a) Transactions denominated in foreign currencies are generally recorded at the exchange rate prevailing at the time of thetransactions.

b) Monetary items denominated in foreign currencies at the year end are restated at the year end rates. In case on Monetaryitems which are covered by forward exchange contracts, the difference between the year end rate and rate on the date ofcontract is recognized as exchange difference and the premium paid on forward contracts has been recognized over the lifeof the contract.

c) Non monetary foreign currency items are carried at cost.

d) Any income or expense on account of exchange difference either on settlement or translation is recognised in die profit &loss account except in cases where they relate to acquisition of fixed assets in which case they are adjusted to the carryingcost of such assets.

• IMPAIRMENT OF ASSETS

Carrying amount of Assets are reviewed at each balance sheet date, if there is any indication of impairment, based on internal/ external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds it's recoverable amount.

• TAXATION

a) Provision for Current Income Tax and Fringe Benefit Tax are being made in accordance with the provisions of the IncomeTax Act, 1961.

b) Liability of deferred tax is being provided while deferred tax asset is recognized only if there is virtual certainty of theirrealization in future in terms of Accounting Standard on "Deferred Tax Accounting" (AS-22) issued by the Institute ofChartered Accountants of India

• OPERATING LEASE

Lease payments are being recognized as an expense in the Profit & Loss account according to the Terms and Conditions of theagreement.

B. NOTES TO ACCOUNTS

1. CONTINGENT LIABILITIES

Contingent liability exists in respect of: (Rs in Lac)

Particulars

a) Guarantees issued by bankers on behalf of company

b) Letters of Credit outstanding (trade)

c) Capital contracts remaining unexecuted (net of advances)

d) Claims against the company not acknowledged as debt

e) Outstanding forward contract

f) Bills Discounted with Banks

g) Corporate Gurantees given banks on behalf of subsidiary /associates

As at31.03.2008

194.93

970.11

252.73

242.54

8716.70

1026.44

6950.00

As at31.03.2007

83.50

183.18

10327.35

201.31

4466.62

279.07

Nil

Deferred Tax resulting from timing differences between book and taxable profit is accounted for at the applicable current rateof tax. The Deferred Tax liability as on 31.03.2008 comes to Rs. 1691.51 Lacs (1416.95). -

36"' Ai Report 2007-200S


RLPS INDUSTRIES LTD. i:i.iM=aM.ii».Mi.-«

3. In absence of confirmation from the panics, the balances under the head sundry debtors, loans and advances and sundry creditorsare such as reflected in the books of the company and are subject to confirmation.

4 In respect of the Unclaimed Dividend as mentioned under Section 205C of the Companies Act, 1956, Rs. 0.17 Lacs for thefinancial year 1999-2000 (Rs. 0.06 Lacs for the Financial Year 1998-99) have credited to the Investor Education and ProtectionFund.

5. In the opinion of the Management, all current assets, loans and advances have a value on realization in the ordinary course ofbusiness, at least equal to the amount at which they are stated.

6. Other income as shown in the Profit & loss statement includes Rs. 357.26 lacs being the surrender value of the Key ManInsurance Policy taken from the Life Incorporation of India.

7. Other operating expenses as shown under schedule-17 includes Rs 1731.86 lacs on account of Exchange Differences on ForeignCurrency Transactions.

8. The new Spinning project of the company set up in Haridwar at SIDCUL Industrial Area for Compact Yarn having capacity of66000 spindle has been successfully commissioned & started its commercial production from 1.1.2008.

9. The names of the Small Scale Industrial undertaking to whom the company owes as at 31.03.2008 are as under:

M/s T. R. Cones, M/s Raja General Engineering works, M/s Sree Ayyapa Engineering Works, M/s Sunfab, M/s AbhinavAluminium Ltd., Bright Electro Plating & Engg. Pvt. Ltd. & Endure System, M/s Fibre Links, M/s Modern Industrial Syndicate,M/s Uma Cartoon Box, M/s Wellworth Packers Pvt Ltd, M/s Dhir Industries, M/s Diamond Packaging Industries and M/sMonson (India) Pvt Ltd.

The above information and that given in schedule 7 - "Current Liabilities and Provisions" regarding Small Scale Industrialundertakings has been determined to the extent such parties have been identified on the basis of information available with thecompany. The company has normally made payments to SSI/Small & Micro Enterprises in due time and also no claims fromthese parties have been received for interest or overdue payments.

10. The segment disclosure as per Accounting Standard -17 on "Segment Reporting" (AS-17) issued by the Institute of CharteredAccountants of India is as under:

Primary Segments (Rs. in Lac)

Particulars

Year

Segment Revenues

Less InterSegment Revenue

Net Segment Revenue

Segment Results

Less Financial Expenses

Add Other Income

Profit Before Tax

Less Un-allocable Expenses

Segment Profit afterUn-allocable Expenses

Capital Employed

SEGMENTS

Home Furnishing &Fashion Accessories

2007-08

32517.95

210.00

32307.95

3208.38

1523.35

154.13

1839.16

—

1839.16

28870.00

2006-07

24509.22

672.91

23836.31

2968.09

941.89

111.43

2137.63

—

2137.63

22276.60

Yarn

2007-08

27243.73

113.00

27130.73

2168.58

1542.01

290.06

916.63

—

916.63

62602.68

2006W

15836.16

386.09

15450.07

1648.02

916.03

218.38

950.37

—

950.37

20512.40

ArchitecturalProducts

2007-08

3988.23

'—

3988.23

605.05

134.37

27.60

498.28

—

498.28

3264.65

2006-07

3627.15

—

3627.15

512.71

64.60

11.95

460.06

—

460.06

2940.32

Total

2007-08

63749.91

323.00

63426.91

5982.01

3199.73

471.79

3254.07

1731.86

1522.21

94797.33

2006-07

43972.53

1059.00

42913.53

5128.82

1922.52

341.76

3548.06

—

3548.06

45729.32



Secondary Segments (Rs. in Lac)

Particulars

Year

Segment Revenue

SEGMENTS

Domestic

2007-08

53870.21

200607

33775.27

Export

2007-08

9556.70

2006W

9138.26

Total

2007-08

63426.91

2006-07

42913.53

11. Basic & Diluted Earning Per Share has been calculated shown as under.

Particulars

-Profit attributable to the Equity shareholders (Rs. in Lacs) - (A)

-Weighted average number of equity shares outstanding during the year-(B)

-Nominal value of equity shares (Rs.)

-Basic Earnings per share (Rs.)

-Diluted Earnings per share (Rs.)

Year ended31.03.2008

1188.16

34066013

10.00

3.50

3.50


3034.98

32514100

10.00

9.34

9.34

*The company has contracted to issue 40,00,000 Zero Coupon Convertible Warrants at issue price of Rs. 657- per warrant. The issueprice being more than the fair value calculated in terms of Accounting Standard 20 issued by ICAI, which is anti-dilutive. Thereforethe above Zero Coupon Convertible Warrants has not been taken into consideration while calculating the Diluted EPS.

12. RELATED PARTY TRANSACTIONS

Name of related parties and description of relationship as required by AS-18:

The members of the Board are interested in the following entities covered under the Related Party Transactions but there wereno material transactions entered into with any of the entities. However the volume wise details are as under:

Wholly owned Subsidiary Companies:

Entities controlled by subsidiaries, key managementpersonnel and their relatives:

Key management personnel

Alps Energy Pvt. Ltd.,

Alps Retail Pvt. Ltd.,

Alps Uttarakhand Energy Pvt. Ltd.

Alps Spandex India Limited and

Alps US A INC.

Alps Texfab (P) Ltd., Alps Processers Pvt? Ltd., CareenFintec (P.) Ltd., Bulland Buildmart Pvt. Ltd.CoronationSpinning India (P) Ltd., Improve Interior. Com Ltd , Jhala-Koti Gunsola Generation Power Pvt. Ltd., Pacific TexmarkPvt. Ltd. (Formerly known as Alps Infin Pvt. Ltd.), PadamPrecision Dies & Component Pvt. Ltd., Peek Finvest (P)Ltd., Perfect Finmen Services (P) Ltd., Roseate FinvestPvt. Ltd., Saurabh Floriculture (P) Ltd., Sedona HerbalsPvt. Ltd., Supreme Finvest Pvt. Ltd.,

Mr. Sandeep Agarwal and Mr. P.K. Rajput.

36lh A n n u a l Report 2007-2008



(Rs. in Lacs)

Nature of Transactions

1. Sale of Goods

2. Purchase of Goods (including job work)

3. Purchase of Capital Assets

4. Advances for purchase of capital Assets

5. Advance/Loans given

6. Advance/Loans taken

7. Remuneration



Nil

NO

Nil

Nil

233.42

Nil

Nil


Nil

Nil

Nil

Nil

Nil

Nil

Nil

Transactions with KeyManagement personnel, Entitiescontrolled by them and their relatives


Nil

110.67

Nil

NU

243.94

505.94

24.76


1020.66

8.44

86.32

1778.50

Nil

Nil

21.61

D. Auditors' Remuneration

14. Directors' Remuneration

The directors' remuneration is within the limits specified in Section 198/349 of the Companies Act, 1956.

15. Additional information required under para 3 and 4 of part II of schedule VI, of the Companies Act, 1956.

A. PRODUCTION CAPACITY

(Rs in Lacs)

Particulars

Audit Fees

Income Tax & other matters

2007-2008

8.43

3.00

2006-2007

6.18

-

(Rs. in Lac)

Particulars

Salary

Perquisites

Total

2007-2008

22.20

2.56

24.76

2006-2007

20.40

1.21

21.61

Product

Yarn

Fabric/Made Ups/Fashion Accessories

Architectural Products

Unit

M.T.

'000 SQ Mtr

'OOOSQMtr

Licenced capacity

52054.20

37647.00

178.00

Installed capacity

52054.20

37647.00

178.00



cs awwUna\\fotez

B. RAW MATERIAL CONSUMPTION (Rs in Lac)

Particulars

Cotton

Yarn

Fabric


Others

Total

Unit

M.T.

M.T.

'OOOSQMtr

—

—

—

Current Year

Qty.34002.63

1206.68

55122.30

—

—

—

Value

19407.94

803.78

25799.54

1709.24

124.32

47844.82

Previous Year

Qty.23391.85

384.00

39029.09

—

—

—

Value

11208.78

310.60

17580.92

1975.50

71.48

31147.28

C. FINISHED PRODUCTS

I. Opening Stock

Particulars

Yarn

Fabric/MadeUps/Fashion Accessories

Others

Total

Unit

M.T.

'000 SQ Mtr

—

—

Current Year

Qty.934.50

898.01

—

—

Value

850.39

441.67

30.75

1322.81

Previous Year

Qty.430.76

1500.21

-

-

Value

364.59

700.30

26.10

1090.99

. Production/ Purchases (Net of captive consumption) (Rs in Lacs)

Particulars

Yarn

Fabric/ Made Ups/Fashion Accessories

Unit

M.T.

'000 SQ Mtr

Current Year

Qty.32576.37

43404.89

Previous Year

Qty.20329.84

33583.89

. Sales (Inclusive of Excise Duty)

Particulars

Yarn



Others

Total

Unit

M.T.

'000 SQ Mtr

'OOOSQMtr

—

—

Current Year

Qty.30931.88

43578.33

—

—

—

Value

28161.48

31291.86

3988.23

80.44

63522.01

Previous Year

Qty.19826.10

34186.09

—

—

—

Value

15450.07

23835.15

3644.32

135.40

43064.94

IV. Closing Stock

Particulars

Yarn


Others

Total

Unit

M.T.

'000 SQ Mtr

—

—

Current Year

Qty.2578.99

724.57

—

—

Value

2780.65

345.56

50.57

3176.78

Previous Year

Qty.934.50

898.01

—

—

Value

850.39

441.67

30.75

1322.81

36lh Annual Report 2007-2008



16. Value of Direct Imports (C.I.F. Value)

Particulars

Raw Materials

Capital Goods

Components & Spare Parts

2007-2008

(Rs in Lac)

1009.19

17770.22

45.49

% of Consumption

2.10%

NA

8.66%

2006-2007

(Rs in Lac)

3707.35

14.22

34.56

% of Consumption

11.90

N.A.

8.44

17. Expenditure in Foreign Currency (Rs. in Lacs)

Particulars

Foreign Travels

Interest of FCL

Others

2007-2008

56.09

93.59

20.03

2006-2007

30.85

1.27

14.34

18. Earnings in Foreign Exchange (Rs. in Lacs)

Particulars

F.O.B. Value of Exports

2007-2008

9556.70

2006-2007

9138.26

19. Remittance in Foreign Currency on account of dividend

Year

2007-2008

2006-2007

No. of SharesHeld

2988400

43500

No. of non residentShareholders

13

14

(Rupees in Lacs)

22.41

0.33

Relating to F.Y

2006-2007

2005-2006

20 Other Income (Rs. In lacs)

Particulars

Income from Interest

Surrender value of KIP

Miscellaneous Income

Total

2007-2008

21.31

357.26

93.22

471.79

2006-2007

297.14

Nil

44.63

341.77

21. Figures in bracket represent the figures of previous year and have been regrouped and rearranged wherever considered necessary.

As per our report of even date attached

For R.K. Govil & Co.Chartered Accountants


K. K. PalPartner

Place: GhaziabadDated: June 30,2008





36'" [ A n n u a l Report 2007-2008


CASH FLOW

AUDITOR'S CERTIFICATE

We have examined the attached Cash Flow Statement of Alps Industries Limited for the year ended on 31s'March 2008. The Statement has been prepared by the Company in accordance with the requirements of clause32 of listing agreement with the Stock Exchanges and is based on and in agreement with the correspondingProfit and Loss Account and the Balance Sheet of the Company covered by our report of June 30, 2008 to themembers of the company.

Place: GhaziabadDated : June 30, 2008

ForR.K.GoviI&Co.Chartered Accountants

K. K. PalPartner

Repor t 2007-2008


HLPS INDUSTRIES LTD.VMai

CASH FLOW STATEMENT FOR THE YEAR ENDED ;

(A) CASH FLOW FROM OPERATING ACTIVITIESNet Profit Before Tax and Extraordinary ItemsAdjustment for:DepreciationInterest etc. receivedInterest on Borrowed CapitalLoss on Sale of AssetsMiscellaneous Expenditure. W/OffOperating Profit Before Working Capital ChangesAdjustment for Working Capital ChangesInventoriesTrade & other ReceivableTrade Payable & other LiabilitiesIncrease in Working CapitalCash Generated from OperationsInterest PaidDirect Taxes Paid

Cash Flow Before Extraordinary Items

Extraordinary Items (Prior Year Adjustment)

Net Cash From Operating Activities (A)

(B) CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed AssetsSale of Fixed AssetsSale / (Purchase) of securities (inc of subsidiaries)Interest/Dividend receivedPreliminary/Product Research Expenses

Net Cash used in Investment Activities (B)

(Q CASH FLOW FROM FINANCING ACTIVITIESProceeds From Issue of Share Capital/PremiumNet proceeds / Repayment of borrowingsProceeds from issue of ZCC WarrantsDividend Paid (Including Dividend Tax)Addition/Transfer to Capital ReserveNet Cash From Financing Activities (C)Net Increase in Cash & Cash Equivalents (A+B + C)Opening Balance of Cash and Cash Equivalents

Closing Balance of Cash and Cash Equivalents


31.03.2008

1,782.50/ (471.79)

3,199.735.64

137.58

(7,169.02)(8,799.27)

2,363.44

(3,199.73)(433.58)

(20,738.93)25.05

(4,918.49)471.79(21.17)

1,300.0033,202.70

260.00(300.73)

1,522.22

6,175.88

(13,604.85)

(3,633.31)

(11,062.28)

(11,100.36)

(25.181.751

34.461.97(1,820.14)

4T830.38

3,010.24

(RS.INLAC)1LQ3.,2QQ7

1,340.70(341.77)1,922.52

53.14114.18

(6,678.90)(4,928.68)

1,877.71

(1,922.52)(320.62)

(14,561.05)59.60

(23.00)341.77(88.80)

14,385.61

(302.84)

3,548.05

3,088.776,636.82

(9,729.87)

C2-24U4)

(5,336.19)

O5S)

(5,338.77)

(14,213.09)

14,082.77(5,469.09)10,299.47

4,830.38


K. K. PalPartner

Place : GhaziabadDated : June 30, 2008





36th A i n u a l Report 2007-2008


Balance Sheet Abstract and Company's General Business Profile1. Registration details

Registration No.

Balance Sheet date

| 0 | 0 | 3 | 5 | 4 | 4 [ State Code

| 3 |1Date

| 0 | 3 | |2 |0 |0 |8

Month Year

2. Capital raised during the year (Amount in Rs. '000)

Public Issue :

Bonus Issue :

I I I N H UTT Right Issue :

Private Placement/Others:

I

3. Position of Mobilisation and Deployment of Funds (Amount in Rs. '000)

Total Liabilities :Sources of Funds:Paid-up Capital :

Application Money :

Secured Loans :

Deferred Tax Liability :

Application of Funds:

Net Fixed Assets :

Net Current Assets :

Accumulated Losses :

| 1 |P |2 | 1 | l |9 |3 h i Total Assets :

I | 3 | 4 1-5 I 1 j.4 I 1 I Reserves & Surplus

6 | 5 | 8 [ 5 | 3 | 2 ||6

1 5 | 4 | 6 |6 |0 | 3 | 3

Unsecured Loans :

Investments :

I I 1 2 |0 IP |0 I Q I

IP 12 h h 19 |3 h I

|2 |6 |3 |1 |3 |5 |2 I

i u |5 u

| 4 | 1 | 8 | 8 |3 | 8 | 9 | Misc. Expenditure

I 1N I I

4. Performance of Company (Amount in Rs. '000)

Turnover :(Including other income)Profit/Loss before tax HT

I 6 |8 | 2 |0 |o |0 |5 | Total Expenditure I 6 I & I 7 I 7 | 8 I 3

Earning per share in Rs. : I I I R(Basic & Dilutive EPS) ' ' ' L—

1 | 5 | 2 | 2 | 2 | 2\ Profit/Loss after tax

Dividend @ % :15 10

5. Generic Names of Three Principle Products/Services of Company ( as per monetary terms)

Product Description

Product Description

Product Description


For R.K GOVIL & CO.Chartered Accountants

| e | 3

|V| E

U |3

o 3 1

R T 1

|o 3 9

|O| T[ H| E

|M| A

| 5 | 2

|c |o

R

| 9 o |o

Cl A| Ll IB L 1 iN l Dl Si 1 1 1 1 1 1 1 I

IL_ 0 |0

Dl El -IU

| 0 | 5 1

|T T O

T|E |X |T 1 |L E 1 1 1 ! 1 1 1 1 1 1

p Is 1 1 1 1 1 1 1 1 1 1 1 1|2 |1 |0 |

|N | Y | A | R | N |

for ALPS INDUSTRIES LIMITED

36'1'

K. K. PalPartner


1 A n n u a l Report ,2007-2008


i :


R. K. Gulati Sandeep AgarwalChief Financial Officer Managing Director

•• ••• • •••• ••••• l



36'" A n n u a l Report 2007-2008


\Vutei

Alps USA Inc.Financial Statements for the year

ended 31st March, 2008

508, Main Street, Wilmington, New Castle, 19804 USA.

3ft"1 A n n u a l Report 2(H)7-20US



ALPS US A INC.

Incorporatin

Number

Reserve Bank oflndia's Identification No.

Directors

Business Address

Name & Address of the Statutory Auditors

April 25, 2007

070478097-4341527

NDWAZ20070455

Mr. K. K. Agarwal and Mr. Sandeep Agarwal

Regd. Office : 508, Main Street, Wilmington, NewCastle, DE 19804 USA.

Mailing Address in USA:

303, Fifth Ave., Suite 1608, New York, N.Y. 10016

Mailing Address in India:

57/2, Site-IV, Sahibabad Industril Area, Ghaziabad - 201007, Uttar Pradesh, INDIA

Mr. Rajeev Kaul, Certified Public Accountant, Pt., 366North Broadway, Suite 410-F6, Jericho, New York,NY-11753

INDEX

CONTENTS

Directors' Report

Accountant's Review Report

Balance Sheet


Schedules forming part of Financial Statements


Cash Flow Statement

PAGE NO.

59

61

62

63

64

65

66

36'" A n n ml Report 201)7-2008


cs aAwmvnaVufa*

ALPS US A INC.

DIRECTORS' REPORT

To,The Members,Alps USA Inc.Delaware, U.S.A.

Your Directors have pleasure in presenting the First Annual Report alongwith Audited Accounts of the Company for the period ended 31st

March, 2008.

FINANCIAL RESULTS

The Company was incorporated on 25* April 2007 with the Department of State, State of Delaware, U.S.A. The Financial Statementsfor the Financial Year ended on 31sl March, 2008 has been prepared. According to the Profit and Loss Account from the date ofincorporation dll March 31, 2008, company has incurred a Loss of 193USD However, the legal compliance under the various laws havebeen complied with.

PROJECT AND PERFORMANCE

The Company has been setup with the main object to make investment in foreign companies engaged in the business of home furnishings,fashions accessories, interior decorative products, yarn and other products as may be found to have synergy with the company's businessand to trade in textiles products. Your Company will create the business relationship with other reputed Companies of related product toexpand the marketing of the products. In line of achieving the objects, your Company has acquired 2,450 common stocks of ColumbineCody Corporation, against the outward remittances of USD 1.225 Million, consisting of 50% stake in the Equity of Columbine CodyCorporation.

FINANCIAL ARRANGEMENT

The Company has not availed any financial assistance from any bank.

ISSUE OF SECURITIES

The authorized share capital of the Company consists of Two Hundred (200) common stock with no par value. During the year Companyhas issued 15 common stock of no par value in favour of Alps Industries Limited, against the inward remittances of USD 1.225 Million,being the parent Company. Your Company plans to allot the Equity against the remittances or Capitalization of export of goods duringthe subsequent years.

PARENT COMPANY

Due to holding of 100% Capital, directly by Alps Industries Limited, the relationship of Wholly Owned Subsidiary has been emerged,which has resulted in making AIL as a parent Company of your Company.

PUBLIC RELATIONS

The management places on record its appreciation for the valuable support extended by all banks, Government departments and investorsfor the support provided to the Company. The public relations were cordial with all concern.

DIVIDEND

The commercial activities of the Company have not been commenced during the year. Hence, no Dividend has been proposed for theyear. However the suitable decision in this regard will be taken keeping in view the Company's financial position and in compliance ofthe U.S. and Indian Laws.



\VutazHLPS INDUSTRIES LTD. ALPSUSAINC.

DIRECTORS

During the year under review, Mr. K.K. Agarwal and Mr. Sandeep Agarwal have been appointed as Directors of the Company. In termsof the By Laws of the Company, all the Directors are of permanent nature and non-rotational. Hence, none of the Directors have beenproposed for the retirement at the forthcoming Annual General Meeting.

FIXED DEPOSITS

During the year, your company has not raised the money by way of Fixed Deposits.

AUDITORS

Mr. Rajeev Kaul Certified Public Accountant, PC, the Statutory Auditors of the Company, have been appointed as a Statutory Auditorsfor the next fiscal year subject to the necessary compliance under the Law.


Observations in the Auditors' Report are dealt with in Notes to Accounts at appropriate places and being self-explanatory need no furtherexplanations.

ACKNOWLEDGMENTS

Your Directors place on record their appreciation for the co-operation and support provided by the Banks and various other governmentagencies. It is also not out of place to mention that due to the confidence and faith imposed by the investors of the company by contributingin the share capital of the Company, the roots of the company have been well established, for which your Directors place on record theirappreciation.

For and behalf of the BoardAlps USA Inc.

Place: Ghaziabad, U.P., IndiaDate : June 20, 2008

Sandeep AgarwalDirector

A n n l i i i l Repor t 2007-21)08


ALPS USA INC,

The Board of DirectorsAlps USA Inc.508, Main Street, New CastleWilmington, DE-19804

INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying Balance Sheet of Alps USA Inc. as of March 31st, 2008 and the related statement of income, retainedearnings and cash flow for the year then ended. These financial statements are the responsibility of Alps USA Inc. management. Ourresponsibility is to express and opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. These standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of materialmisstatement. An audit includes examining on a test basis, evidence supporting the amount and disclosures in the financial statements.An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluatingthe overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects the financial condition of Alps USA Inc.,as of March 31st, 2008 and the results of its operation and its cash flow for the period then ended, in accordance with generally acceptedaccounding principles.

For Rajeev Kaul, CPA PCCertified Public Accountants

Date : June 20,2008 (Rajeev Kaul)

36"' A n i i u i i l Report 2007-2008


RLPS INDUSTRIES LTD. ALPSUSAINCBALANCE SHEET

BALANCE SHEET AS AT MARCH 31, 2008

Amount in US$

ASSETS

Current Assets

Investment

Columbine Cody Corp

Intangible Asset

Total Assets

LIABILITIES & EQUITY

Current Liabilities

Accounts Payable

Other Current Liabilities

Non Current Liabilities

Shareholders Equity

(Authorised to issue 200 shares at No par value)

Issued and subscribed 15 share at No par value

Additional paid in capital

Retained Earnings

Total Liabilities & Equity

1,354

1,225,000

(193)

qaH"gEM£fffl"Bt-1

As At31.03.2008

Amount in US$

1,225,000

1,161

1,226,161

1,354

1,224,807

1,226,161

See Independent Auditor's Report

Rajeev KaulCertified Public Accountant

36'" Aniual Report 2007-2008


\VuteiALPS USA INC.

P &! L ACCOUNT

PROFIT & LOSS ACCOUNT FOR THE PERIOD APRIL 25,2007 TO MARCH 31,2008

Income

Expenses

Operating Expenses

General Administrative Expenses

Amortization Expenses

Operating Profit / (Loss)

Interest Expenses

Other Income

Interestt

Profit / (Loss) before tax

Provision for Tax

Profit / (Loss) after interest & tax

Retained Earning - Opening Balance

Retained Earning - Closing Balance

Amount in US$

As At31.03.2008

Amount in US$

193 193

(193)

(193)

093)

(193)

(193)



36"' Aiinua! Report 2007-2008


HLPS INDUSTRIES LTD. ALPSUSAINC.(SCHEDULES

SCHEDULES FORMING PART OF FINANCIAL STATEMENT AS AT MARCH 31,2008

Other Current Liabilities

State of Delaware

Pradeep Gupta CPA PC

Amount in US$

169

1,185

As At31.03.2008

Amount in US$

1354



36"' A n n u a l Report 2007-2008


ALPS US A INC.

NOTES TO AUDITED FINANCIAL STATEMENTSFor the year ended March 31,2008

1 Organization and Operations

Alps USA Inc. (the "Company") was formed in Delaware on April 25, 2007. The company is a 100% owned subsidiary of AlpsIndustries Limited which was incorporated in India in 1972 as private limited company, subsequently converted into public limitedcompany in 1994.

Alps Indsutries Limited manufactures and sells home frunishings, fashion accessories, and yarns in India. It also offers a range ofarchitectural products under the brand name 'Vista' and fashion accessories under brand name 'Le-Pashmina'. The company's homefrunishings and fashion accessories include made-ups, such as duvet sets, bed covers and sheets, quilts, pillows, cushion covers,curtains and table linens; cashmere, sheer and aromatic shawls, scarves, mufflers, stoles, wraps, and other fashion accessories; andfabrics for upholstery, including office fruniture and automobile seats. Alps Industries also offers various types of yarns, includingcotton yarn, synthetic and blended yams.

2. Significant Accounting Policies

• Accounting Principles

The financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles inthe United States of America using accrual basis of accounting.

• Use of Estimates in Financial Statements

In preparing financial statements in confirmity with accounting principles generally accepted in the United States of America,management makes estimates and assumptions in determining the reported amounts of assets and liabilities and disclosures ofcontingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expensesduring the reporting period. Examples include provisions for returns, concessions and bad debts; and the length of product lifecycles and buildings' lives. Actual results could differ from those estimates.

• Cash, Cash Equivalents

For purpose of the statement of cash flows, the Company considers highly liquid investments purchases with maturity of threemonths or less to be cash equivalents.

• Pre-operating Expenses

Expenses incurred by the subsidiary prior to the start of commercial operations and in bringing new facilities into operationshave been deferred and are being amortized over 7 years up to year 2014.

• Loan Guarantee

Alps USA Inc. may be called upon to loan to Columbine Cody Corp a total sum of up to US $ 500,000 in the event ColumbineCody Corporation does not have adequate liquidity to repay its loan taken from LaMont Limited. The loan from LaMont isrepayable by Columbine Cody Corporation in two equal annual installments of USD 250,000 each if and only if Cody declaresa net profit after tax of equal to or more than 5% of its sales turnover in its annual audited financial statements.

• Investment

Investment in company in which Alps USA Inc. has significant influence, but less than a controlling voting interest, areaccounted using equity method. Investments are accounted for at Cost.



Annual Report 2Q07-2008


RLPS INDUSTRIES LTD. ALPS USA INC.

CASH FLOW STATEMENT FOR THE PERIOD ENDED 31ST MARCH, 2008

Net Profit Before Taxation

Add: Amortization Expenses

Change in Working Capital

(Increase) / Decrease in Accounts Receivables

(Increase) / Decrease in Accounts Assets

(Increase) / Decrease in Accounts Payable

(Increase) / Decrease in Other Current Liabilities

(Increase) / Decrease in Provision for Expenditures

Cash from Operating Activities

Investing Activities

Investment

Cash from Financing Activities

Financing Activities

Additional paid in Capital

Cash from Financing Activities

Net Changes in Cash during the Period

Cash at Beginning of the Period

Cash at End of the Period

Changes hi Cash

Amount in US$

(193)

193

(1,354)

1354

(1,225,000)

(1,225,000)

1,225,000

1,225,000


RajeevKaulCertified Public Accountant

Ki-por l 2007-2IMS


âAnrnwiaWsi

Alps Energy Pvt. LimitedFinancial Statements for the year


64/1, M.B. Road, Near Community Centre, Lado Sarai, New Delhi-110 030

Kcpor t 2007-2008



ALPS ENERGY PVT. LIMITED

Incorporatin

CINNo.

Directors

Business Address


October 30, 2007

U40109DL2007PTC169994

Mr. Sandeep Agarwal & Mr. Ashwani Kumar Goel

Regd. Office : 64/1, M.B. Road, Near CommunityCentre, Lado Sarai, New Delhi-110030

Mailing Address:

57/2, Site-IV, Sahibabad Industrial Area, Ghaziabad-201007, Uttar Pradesh, INDIA

v

M/s R. K. Govil & Company, Chartered Accountants, 4-Kiran Enclave, Behing Hotel Samrat, G.T. Road,Ghaziabad (U.P.)

INDEX

CONTENTS

Directors' Report

Auditors' Report

Balance Sheet



Cash Flow Statement

Balance Sheet Abstract and Company's General Business Profile

PAGE NO.

69

72

73

74

76

77

78

36"' Aitnual . Report 2007-2008


ALPS ENERGY PVT. LTD.

DIRECTORS' REPORT

The Members ofAlps Energy Pvt. Ltd.,New Delhi.

Your Directors have pleasure in presenting the First Annual Report along with Audited Accounts of the Company for the period ended31st March, 2008.

FINANCIAL RESULTS

The Company was incorporated on 30th October, 2007 under the Corporate Identity Number U40109DL2007PTC169994 with the Registrarof Companies, Delhi & Haryana, New Delhi. The Commercial activities of the Company have not yet commenced, hence no Profit &Loss Account for the year 2007-2008 has been prepared. The Balance Sheet for the financial year ended on 31st March, 2008 has beenprepared and all expenses incurred for the purpose of setting up of the company's project have been treated as pre-operative expenses inline with the applicable accounting standards.


Your Company has been studying a number of projects, including those already allotted to some other companies. After a detailedevaluation and prolonged negotiations, your company acquired 49% stake in Jhala-Koti Gunsola Power Pvt. Ltd., an allottee of a smallhydro power project in Uttarakhand. Pursuant to the investment, the company's registered office has been shifted to Plot No. 1 A, Sector-10, Roshnabad Road, I.I.E. SIDCUL, Haridwar, Uttarakhand. The power project is planned as r run-of-the-river scheme on RiverDharam Ganga near village Budha Kedar of District Tehri Garhwal, Uttarakhand. Although, the project was allotted with a capacity of3MW, further studies conducted by your company show the capacity to be between 9 to 12.5 MW. On the higher side of estimatedcapacity, Jhala Koti powerhouse shall have two generating units of 6250 KW each having a net head of 284 meters and a design dischargeof 5.6 cumec. Power shall be generated at 6.6 KV and shall be stepped up to 33 KV. The power generated shall be evacuated through a33 KV line in 220 KV sub-station under construction at Ghansyali. The revised project is awaiting some Governmental clearances,immediately after which an Implementation Agreement will be signed with the State Government. The project is expected to gooperational by February 2010.

In addition to this project, the company is also evaluating other project opportunities. The company has already submitted its bid for 2hydropower projects totaling about 139 MW in Himachal Pradesh.

FINANCIAL ARRANGEMENTS

Company has not availed any financial assistance during the year.

ISSUE AND TRANSFER OF SECURITIES

The Company allotted 10,000 Equity Shares efface value and issue price of Rs. 10/- each to the subscribers of the Memorandum andArticles of Association of the Company. During the year under review 9,990 Equity Shares were transferred in favour of Alps IndustriesLimited and 10 Equity Shares remain in the name of Mr. Sandeep Agarwal, Director. Mr. Agarwal is Managing Director of AlpsIndustries Limited, thus making your Company a wholly owned subsidiary Company of Alps Industries Limited.

HUMAN RESOURCES

The management places on record its appreciation for the sincere commitment to work shown by its employees. It recognizes thathuman resources are the most critical resource of the company and development in their skills and knowledge is critical forcompany's continuous growth.

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,1975 duly amended by the Companies (Particulars of Employees) Amendment Rules, 1999 for the year ended 31st March, 2001 is notapplicable to the company as none of the employee is drawing more than the limits specified under the said rules.

A n n u a l Ri-porl 2007-20(18


RLPS INDUSTRIES LTD. ALPS ENERGY PVT. LTD.

DIVIDEND

There being no revenues during the year, your company is unable to declare any dividend for the year under review.


The information required to be furnished under section 217(l)(e), read with the Companies (Disclosure of Particulars in the Report ofBoard of Directors) Rules, 1988 is not applicable to the company as it was not engaged in any manufacturing activities during the yearunder review.

DIRECTORS

The first Directors of the Company were Mr. Sandeep Agarwal & Mr. Harish Kumar Agrawal. During the year under review, Mr.Harish Kumar Agrawal resigned and Mr. Ashwani Kumar Goel was appointed as Additional Director w.e.f. December 6, 2007. Interms of Article 29 of the Articles of Association of the Company, all the Directors are of permanent nature and non-rotational. Henceretirement for none of the Directors has been proposed at the forthcoming Annual General Meeting. However, regularization u/s 257 ofthe Companies Act 1956 of the existing directors has been proposed at the forthcoming Annual General Meeting of the Company.

DIRECTORS'RESPONSIBILITY

In terms of the Section 217(2AA) of the Companies Act, 1956 as amended by the Companies Amendment Act, 2000, the.members of theBoard place on record the Directors' Responsibility Statement as under :

(i) that hi the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year. NoProfit & Loss account has been prepared as the company has not commenced commercial production during the year.

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

FIXED DEPOSITS

During the year, your company has not raised any money by way of Fixed Deposits. Hence no information is furnished under theMiscellaneous Non-Banking Companies (Reserve Bank) Direction 1977.

AUDITORS

As M/s. R.K. Govil & Co., Chartered Accountants, the Statutory Auditors of the Company, retire at the forthcoming Annual GeneralMeeting of the Company and they have shown their inability to continue further.Therefore, the Board of Directors have recommendedthe appointment of M/s. P. Jain & Co., Chartered Accountants as the Statutory Auditors of the Company from the conclusion of the 1st

Annual General Meeting till the conclusion of the 2nd Annual General Meeting. Your Directors recommend their appointment at theforthcoming Annual General Meeting.

AUDITORS'OBSERVATIONS


36'" A m i J m l Ri-port .""


&Le &aArtwwna ALPS ENERGY PVT. LTD.

INOFRMATION IN TERMS OF SEBI CIRCULAR

As per the latest SEBI circular no. CSD/COMP/Cir/662/2007 dated 1st August 2007, the following information are being furnishedrelated to the Financial Year 2007-2008 being the subsidiary Company of Alps Industries Limited, a listed company on the StockExchanges:

(Rs. in Lacs)

SI. No.

1.

2.

3.

4.

5.

Particulars

Loans and advances in the nature of loans to subsidiaries by name and amount,

i) Alps Uttarakhand Energy Pvt. Ltd. - Rs. 1.30 Lacs



a) no repayment schedule or repayment beyond seven years or


Loans and advances in the nature of loans to firms/ companies in which directors are interested by nameand amount.

Investments by the loanee in the shares of parent company and subsidiary Company, when the Companyhas made a loan or advance in the nature of loan.

Amount

1.30

NIL

NIL

NIL

NIL

ACKNOWLEDGMENTS

Your directors wish to place on record their appreciation for co-operation received from all Government departments and employees forimplementing its growth plans.

for and on behalf of the BoardAlps Energy Pvt. Ltd.

Place : New DelhiDated: June 25,2008



HLPS INDUSTRIES LTD. ALPS ENERGYPVT. LTD. •

To,The Members ofAlps Energy Private Limited

Sub : Auditor's Report on the Accounts for the year ended on 31st March2008 in compliance with Section 227 of the Companies Act, 1956

We have audited the attached Balance Sheet of ALPS ENERGY PRIVATE LIMITED as at 31st March 2008, the Pre-operativeExpenses Account and also the Cash Flow Statement for the period ended on that date, annexed thereto. These financial statements arethe responsibility of the Company's management. Our responsibility is. to express an opinion on these financial statements based on ouraudit.


\In our view, the Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of section 227(4A) of theCompanies Act, 1956 is not applicable.

We report that:-



3. The Balance Sheet and Pre-operative Expenses Statement account referred to in this report are in agreement with the books ofaccount of the Company.


5. On the basis of written representations received from the directors, and taken on record by the Board of Directors, in our opinion,none of the directors is disqualified from being appointed as director u/s 274(1) (g) of Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Pre-operative Expenses statement, together with Accounting Policies and notes thereon, give the information required by the CompaniesAct, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally acceptedin India: -

I. In the case of Balance Sheet, of the state of affairs of the Company as at 31 st March,2008,

n. In the case of Pre-operative Expenses account, of the expenditure of the Company for the period ended on that date,

HI. In the case of Cash Flow Statement, of the cash flow's for the period ended on that date.

For R.K.GOVIL & CO.Chartered Accountants

Place : New Delhi ' (K.K.Pal)Dated : June 25, 2008 Partner

3 6 ' " - A n n u a l Repor t 2007-2008


c/a<wmt>na ALPS ENERGY PVT. LTD.

BALANCE SHEETBALANCE SHEET AS AT 31ST MARCH, 2008


Share Capital 1Reserves and SurplusApplication Money

2 Loan FundsUnsecured Loans 2

Total


Gross Block 3Less : DepreciationNet Block

2 Investments 4

3 Current Assets, Loans & AdvancesCash & Bank Balances 5

Loans & Advances 6


Net Current Assets


Total



As At31.03.2008

Rs. in Lac

1.00

8.999.99

233.42233.42

243.41

035

035

18921

1.17

3632

37.49

025

3724

16.61

243.41



K. K. PalPartner

Place : New DelhiDated: June 25, 2008


A. K. GoelDirector

al Report 2007-2008


RLPS INDUSTRIES LTD. ALPS ENERGY PVT. LTD.SCHEDULES


1. SHARE CAPITALAuthorised Capital5000000 Equity Share of Rs. 10/-each

Issued, subscribed & paid up

10000 Equity Share of Rs. 10/-each

Total

2. UNSECURED LOANS

Others

Total

3. FIXED ASSETS


500.00

500.00

1.00

Too

233.42

(Rs. In Lac)

Particulars

Office Equipment

Sub Total

Previous Year

GROSS BLOCK

OpeningBalance

-

-

-

Additions

0.35

0.35

-

OnDeductions

-

-

-


0.35

0.35

-

DEPRECIATION

OpeningBalance

-

-

•

Duringthe year

.

-

-

OnDeduction

-

-

-


-

-

-

NET BLOCK

As on31.03.2008

0.35

0.35

-

As on31.03.2007

-

-'

4 INVESTMENTS

I. Long Term Non Trade (Fully Paid Unless Otherwise Stated)

(A) Quoted Shares

(B) Unquoted Shares

343000 Equity Share of Rs. 10/- each ofGunsola Hydro Power Generation Pvt. Ltd.

49990 Equity Share of Rs. 10/-each ofAlps Uttrakhand Energy Pvt. Ltd.

n. Current Investment


Cash in Hand


In Current Accounts

184.21

5.00

0.58

0.59

U7

36"' A n n u a l U i - p n r t ' 2 ( ) ( I 7 - 2 ( » ( ) S


csadnmina ALPS ENERGY PVT. LTD.



Advance Recoverable in Cash or in kind or for Value to be Received

Security Deposits

Total


A. Current Liabilities

Expenses Payable

B. Provisions

Total

a MISCELLANEOUS EXPENDITURES


A. Preliminary Expenses

B. Pre-Operative Expenses

Salary Including otehr benefits

Prining & Stationery


Travelling & Conveyance - Ohter

Telephone & Fax

Books & Periodicals

Fees & Subscription

General Expenses

Depreciation

Audit Fees

Seminar & Conference

Total

0.25

0.25

4.44

Ki-pnrt 2007-200S


HLPS INDUSTRIES LTD. ALPS ENERGYPVT. LTD.




The Financial Statements are prepared on Going concern basis under the historical cost convention, on accrual basis unlessspecifically stated here in above and in accordance with applicable Accounting standards (AS) issued by the Institute ofChartered Accountants of India.

All the liabilities have been provided except of contingent nature which has been disclosed by way of note, if any.

• FIXED ASSETS

a) All Fixed assets are stated at cost, net of MOD VAT / CENVAT less accumulated depreciation. Acquisition cost, anydirectly attributable expenditure including borrowing cost and Exchange Fluctuation for bringing the assets to workingcondition for it's intended use are capitalised.


• INVESTMENTS

a.) Investments are carried at cost. However, provision for diminution in value is made to recognize any decline, other thantemporary in the value of investment.

b.) Investments that are readily realizable and intended to hold for not more than a year are classified as Current investments.All other investments are classified as Long Term Investment.


Preliminary expenses are being amortised over a period of ten years from the date of start of the business.


1) In the opinion of the Management, all current assets, loans and advances have a value on realization in the ordinary course ofbusiness, at least equal to the amount at which they are stated.

2) Information as required by clause 4C & 4D of part II to schedule VI of the companies act 1956 are not applicable.

3) Company is being incorporated during the year, hence no previous year figures.

4) The company has become the subsidiary of M/s ALPS INDUSTRIES LTD. on 31 st Oct 2007.

5) The company has promoted a subsidiary M/s Alps Uttrakhand Energy Pvt. Ltd. by subscribing 49990Equity Shares of Rs. 10Each being Fully Paid Up.

6) Related party disclosure:

During the year the following transactions were entered into by the company with company over which Company's managementhave managerial control:Name of the companyM/s Alps Industries Ltd.M/s Alps Uttrakhand Energy P. Ltd.M/s Jhala Koti Ghansola Power P.Ld


K. K. PalPartner


RelationshipHolding CompanySubsidiary CompanyAssociate Company

Nature of transactionunsecured Loan Receivedunsecured Loan Givenunsecured loan given

Amount (in Lacs)233.42

1.3025.02



A. K. GoelDirector

36'" A i J n u u l Report 20(17-2008


ALPS ENERGY PVT. LTD.

CASH FLOW STATEMENT FOR THE YEAR ENDED :

(A) CASH FLOW FROM OPERATING ACTTVmESNet Profit Before TaxAdd : AdjustmentOperating Profit Before Working Capital ChangesAdjustment for Working Capital Changes:Advances givenTrade Payable & other LiabilitiesNet Cash From Operating Activities


Purchase of Fixed AssetsSale of Fixed AssetsSale / (Purchase) of InvestmentInterest/Dividend receivedPreliminary Expenses

Preoperative Expenses

Net Cash used in Investment Activities

(Q CASH FLOW FROM FINANCING ACTIVITIESProceeds From Issue of Share CapitalProceeds share application moneyNet proceeds unsecured loansRepayment of Finance/Lease LiabilitiesDivident PaidAddition/Transfer to Capital ReserveNet Cash From Financing ActivitiesNet Increase in Cash & Cash EquivalentsOpening Balance of Cash and Cash Equivalents


As per our saparate report of even date attachedFor R.K. Govil & Co.Chartered Accountants

(RS.EVLAC)31.03.2008

(36.32)0.25

(36.07)

0.35

189.21

4.44

12.17

206.17.

1.008.99

233.42

243.411.17

1.17


K. K. PalPartner

Place : New DelhiDated : June 25 , 2008


A. K. GoelDirector



RLPS INDUSTRIES LTD. ALPS ENERGY PVT. LTD.Balance Sheet Abstract and Company's General Business Profile

1. Registration details

Registration No. U40109DL2007PTC169994 State Code | 5 | s|

Balance Sheet date |3 MDate

IP 13 | |2 |0 |0 |8Month Year


Public Issue : Q

Bonus Issue : |~~

|N | I |

N

Right Issue :


1 1III M IP IOI

3.

I | |2 |4 |3 |6 |6 | Total Assets :

LZH

Position of Mobilisation and Deployment of Funds (Amount in Rs. '000)

Total Liabilities :Sources of Funds:

Paid-up Capital:

Application Money :

Secured Loans :



Net Fixed Assets :

| | i | o | o | Reserves & Surplus

I l« 19 19 I

| N | I | L | | Unsecured Loans :

l " l i I L I I

| 3 | 5 Investments :



I | | 3 | 7 | 2 \~4~\ Misc. Expenditure

I I 12 |4 |3 |6 |6l

i i INN urn

| 2 | 3

I I I 1 1 8 1 9 1 2 1 1 I

rrI INN IL I


Turnover :(Including other income) ,Profit/Loss before tax |/|

Earning per share in Rs. :(Basic & Dilutive EPS)

| | N | I | L | I I Total Expenditure

I I I N I i IL | |

I I I N I I IL I I

iProfit/Loss after tax L/| | Q

Dividend @ % : f I IN I i| LI T


Item Code No. (ITC Code) | ) | |N. | A.| | | |

Product Description [ | | |N. | A. | | | "~|

Item Code No. (ITC Code) | |

Product Description | |

| " - | A - | I I

IN. IA. I I IItem Code No. (ITC Code) | | | |N.

Product Description ~ | | | |N. | A.| | | |


For R.K. GOVIL & CO.Chartered Accountants

K. K. PalPartner

Place: GhaziabadDated: June 25, 2008

for ALPS ENERGY PVT. LTD.


A. K. GoelDirector

uil Report 2007-200S


Alps Retail Pvt. LimitedFinancial Statements for the year



Hi-pnr l 2 IKI7-200S



ALPS RETAIL PVT. LIMITED

Incorporatin

CINNo.

Directors

Business Address


October 30, 2007

U52599DL2006PTC153283

Mr. K. K. Agarwal & Mr. Sandeep Agarwal


Mailing Address:

57/2, Site-IV, Sahibabad Industrial Area, Ghaziabad-201007, Uttar Pradesh, INDIA

M/s R. K. Govil & Company, Chartered Accountants, 4-Kiran Enclave, Behing Hotel Samrat, G.T. Road,Ghaziabad(U.P.)

INDEX

CONTENTSi

Directors' Report

Auditors' Report

Balance Sheet



Cash Flow Statement


PAGE NO.

81

84

85

86

90



c/aAwmvna ALPS RETAIL PVT. LTD.

DIRECTORS' REPORT

The Members ofAlps Retail Pvt. Ltd.,New Delhi.

Your Directors have pleasure in presenting the Second Annual Report alongwith Audited Accounts of the Company for the period ended31st March, 2008.

FINANCIAL RESULTS

The Commercial activities of the Company have not yet commenced, hence no Profit & Loss Account for the year 2007-2008 has beenprepared. The Balance Sheet for the Financial year ended on 31st March, 2008 has been prepared and all the expenses incurred for thepurpose of setting up of the company's project have been treated as pre-operative expenses in line with the applicable accountingstandards.


The Company has not commenced the main business activities. Your Company has various expansion and diversification plans, whichwill result in the profitability. However the company has acquired 1.2150 hectare of land at Aminagar alias Bhoor Baral, Distt. Meerut,State U. P. for the proposed projects of the Company.


The Company does not have any credit facilities from any Financial Institution/ Banks.

ISSUE AND TRANSFER OF SECURITIES

During the year Company has not issued any securities. However, 9,990 Equity Shares has been transferred in favour of Alps IndustriesLimited and 10 Equity Shares remains in the name of Mr. Sandeep Agarwal. Mr. Sandeep Agarwal is a Managing Director of AlpsIndustries Limited thus making your Company a Wholly Owned Subsidiary of Alps Industries Limited.

PUBLIC RELATIONS

The management places on record its appreciation for the valuable support extended by all banks, Government departments and investorsfor the support provided to the Company. The public relations were cordial with all concern.

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,1975 duly amended by the Companies (Particulars of Employees) Amendment Rules, 1999 for the year ended 31st March, 2001 is notapplicable to the company, as none of the employee is drawing more than the limits specified under the said rules.

DIVIDEND

Keeping in view the long-term business plans of the company, no dividend has been recommended.


As die company is not engaged hi the manufacturing activities and has not commenced its commercial activities, the informations undersection 217(l)(e), read with the Companies (Disclosure of Particulars hi the Report of Board of Directors) Rules, 1988 is not applicableto the company.

A n n u a l Report 20(17-20(18


HLPS INDUSTRIES LTD. ALPS RETAIL PVT. LTD.

DIRECTORS

There was no change in the Board of Directors of the Company during the year. In terms of Article 29 of the Articles of Association ofthe Company, all the Directors are of permanent nature and non-rotational. Hence none of the Director has been proposed for theretirement at the forthcoming Annual General Meeting.


In terms of Section 217(2AA) of the Companies Act, 1956 as amended by the Companies Amendment Act, 2000, the members of theBoard place on record the Directors' Responsibility Statement as under :

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanationrelating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, NoProfit & Loss account has been prepared as the company has not commenced commercial activities during the year.

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

During the year, your company has not raised any money by way of Fixed Deposits. Hence the information under the Miscellaneous Non-Banking Companies (Reserve Bank) Direction 1977, is not applicable.

AUDITORS

As M/s. R.K. Govil & Co., Chartered Accountants, the Statutory Auditors of the Company, retire at the forthcoming Annual GeneralMeeting of the Company and they have shown their inability to continue further. Therefore, the Board of Directors have recommendedthe appointment of M/s. P. Jain & Co., Chartered: Accountants as the Statutory Auditors of the Company from the conclusion of the 2nd

Annual General Meeting till the conclusion of the 3rd Annual General Meeting. Your Directors recommend their appointment at theforthcoming Annual General Meeting.



A n n u a l Report 2007-200X


ALPS RETAIL PVT. LTD.



(Rs. in Lacs)

SI. No.

1.

2.

3.

4.

5.

Particulars







Investments by die loanee in die shares of parent company and subsidiary Company, when the Companyhas made a loan or advance in the nature of loan.

Amount

NIL

NIL

NIL

NIL

NIL

ACKNOWLEDGMENTS

Your directors convey thanks to the investors of die company by contributing in the share capital of the Company, the roots of thecompany have been well established, for which your Directors place on record their appreciation. It is expected that flu's trend willcontinue in future also to make a success of the project.

for and on behalf of the BoardAlps Retail Pvt. Ltd.



36'" A n n u a l Report 2007-2008


HLPS INDUSTRIES LTD. ALPS RETAIL PVT. LTD. u_==

To,The Members ofAlps Retail Private Limited

Sub : Auditor's Report on the Accounts for the year ended on 31s* March2008 in compliance with Section 227 of the Companies Act, 1956

We have audited the attached Balance Sheet of ALPS RETAIL PRIVATE LIMITED as at 31st March 2008, the Pre-operativeExpenses Account and also the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are theresponsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.


In our view, the Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of section 227(4A) of theCompanies Act, 1956 is not applicable.

we report that :-

1. We have obtained all me information and explanations, which to the best of our knowledge and belief were necessary for the purposeof our audit.


3. The Balance Sheet and Profit & Loss account referred to in this report are in agreement with the books of account of the Company.


5. On the basis of written representations received from the directors, and taken on record by the Board of Directors, in our opinion,none of the directors is disqualified from being appointed as director u/s 274(1 )(g) of Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, die said Balance Sheet and Pre-operative Statement, together with Accounting Policies and notes thereon, give die information required by the Companies Act, 1956in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

I. In the case of Balance Sheet, of die state of affairs of the Company as at 31st March,2008

n. In the case of Pre-operative Expenses account, of the Expenditure of die Company for die year ended on that date.

in. In the case of Cash Flow Statement, of die cash flow's for die year ended on that date.

ForR.K.GOVEL&CO.Chartered Accountants

Place : New Delhi (K. K. Pal)Dated : June 25, 2008 Partner

Repor t 2007-200S


oZx# c/ oMwwna ALPS RETAIL PVT. LTD. 7SSraS

BALANCE SHEET AS AT 31st MARCH, 2008


2

Share Capital 1Reserves and SurplusApplication Money-Share

Loan FundsUnsecured Loans 2

Total


1.00

1.002.00

126.16126.16

128.16

As At31.03.2007Rs.in Lac

1.00

1.002.00

;2.00


Gross BlockLess: DepreciationNet BlockCapital work hi Progress

2 Investments

3 Current Assets, Loans & AdvancesCash & Bank Balances


Net Current Assets


Total

Significant Accounting Policies and Notes on Accounts 7Schedules referred to above form an integral part of the Financial Statements

As per our report of even date attachedForR.K.Govil&Co.Chartered Accountants

K. K. PalPartner


112.96

112.96

1328

128.16

0.140.14

0.38

2.24

2.00


K. K. AgarwalDirector


A n n u a l Report 2007-200S


HLPS INDUSTRIES LTD. ALPS RETAIL PVT. LTD.SCHEDULES


1. SHARE CAPITALAuthorised Capital1000000 Equity Share of Rs. 10/-eachIssued, subscribed & paid up10000 (10000) Equity Share of Rs. 10/-each fully paid upTotal

2. UNSECURED LOANS

OthersTotal

3. FIXED ASSETS

As At31.03.2008Rs. ill Lac

1.001.001.001.00

126.16126.16

As At31.03 J2007Rs. in Lac

1.001.001.001.00

(Rs. In Lac)

Particulars

Leasehold Land

Sub Total

Previous Year

GROSS BLOCK

OpeningBalance

-

-

-

Additions.1

112.96

112.96

-

OnDeductions

-

-

-


112.96

112.96

-

DEPRECIATION

OpeningBalance

-

-

-

Duringthe year

-

-

-

OnDeduction

-

-

-


-

-

-

NET BLOCK

As on31.03.2008

112.96

112.96

-

As on31.03.2007

-

-

-

CASH & BANK BALANCES

Cash in Hand


In Current Accounts

Total

CURRENT LIABILITIES & PROVISIONS


Sundry Creditors : Small & Micro Enterprises

Other

Expenses Payable

B. Provisions

Total

526

8.02

0.14

1328 0.14

0.65 0.38

0.65 038

An mini Repor t 2007-200S


ALPS RETAIL PVT. LTD.






Audit Fee

Legal & Professional Charges

Misc. Expenses

Bank Charges

Add: Brought forward from Last Year

Total

2.06

0.14

0.13

0.03

0.03

0.18


2.06

0.17

0.01

2.57 2.24

Report 2.007-2008


RLPS INDUSTRIES LTD,. ALPS RETAILPVT. LTD.




The Financial Statements are prepared on Going concern basis under the historical cost convention, on accrual basis unlessspecifically stated here in above and in accordance with applicable Accounting standards (AS) issued by the Institute ofChartered Accountants of India.


• FIXED ASSETS




Preliminary expenses are being amortised over a period of ten years from the date of start of the business.



2) Informations as required by clause 4C & 4D of part II to sechedule VI of the companies act 1956 are not applicable.

3) Previous year figures are not comparable since previous year accounts were for 7 months period being the first year.

4) With effect from 01.10.2007 the company has become the subsidiary of M/s ALPS INDUSTRIES LTD. by virtue of acquisitionof 99.9% of Minorities shares in the company.


During the year the following transactions were entered into by the company with Holding company:

Name of the company Nature of transaction Amount (in Lacs)M/s Alps Industries Ltd. Unsecured Loan Received 126.16

As per our report of even date attached For and on behalf of the BoardForR.K. GovU&Co.Chartered Accountants

K. K. Pal K. K. AgarwalPartner Director

Place : New Delhi Sandeep AgarwalDated : June 25, 2008 Director

R e p o r t 2007-2008


_ ALPS RETAIL PVT. LTD. _

CASH FLOW STATEM ENT FOR THE YEAR ENDED :(RS.INLAC)

3JLOJL2QQ8 3LffiL2QffZ(A) CASH FLOW FROM OPERATING ACTIVITIES

Net Profit Before TaxAdd : AdjustmentOperating Profit Before Working Capital ChangesAdjustment for Working Capital Changes:Trade Payable & other Liabilities 027 0.38Increase in Working Capital 027 0.38Net Cash From Operating Activities 027 0.38


Purchase of Fixed Assets 112.96Sale of Fixed AssetsSale / (Purchase) of InvestmentInterest/Dividend receivedPreliminary Expenses - 2.06Preoperative Expenses 033 0.18

Net Cash used in Investment Activities 11329 224

(Q CASH FLOW FROM FINANCING ACTIVITIESProceeds From Issue of Share Capital - 1 .00Proceeds share application money - 1.00Net proceeds / Repayment of unsecured borrowings 126.16Repayment of Finance/Lease LiabilitiesDividentPaidAddition/Transfer to Capital ReserveNet Cash From Financing Activities 126.16 2.00Net Increase in Cash & Cash Equivalents 13.14 0.14Opening Balance of Cash and Cash Equivalents 0.14

Closing Balance of Cash and Cash Equivalents 1328 0.14

As per our saperate report of even date attached

As per our report of even date attached For and on behalf of the BoardForR.K. GovU&Co.Chartered Accountants



36'" A n n u a l Report 2007-200X


RLPS INDUSTRIES LTD. ALPS RETAILPVT. LTD.Balance Sheet Abstract and Company's General Business Profile1. Registration details

Registration No. U52599DL2006PTC153283 State Code | 5 1 5 ]

Balance Sheet date irrn \ow\ 12 I P I P i sDate Month Year


Public Issue :

Bonus Issue :

i i INN uT~n Right Issue :


3.

I | [1 |2 |8 |8 M I Total Assets :

| | | | [ i | p |p | Reserves & Surplus

I I TN| i [i I I I

Position of Mobilisation and Deployment of Funds (Amount in Rs. '000)


Paid-up Capital :

Application Money :

Secured Loans :



Net Fixed Assets :

I I I N| l | L| I I

I I 1 N | I I I ! I I

I I M 12 | 8 | 8 | 1 |

I I ( N i l IL I I I

I I I I MTolFIUnsecured Loans :

I I I IN| i HI I

1 | 1 | 2 | 9 | 6 | Investments :



| | [ | i | 2 | 6 | 3 | Misc. Expenditure


Turnover :(Including other income) +

Profit/Loss before tax |/|


i NNI I INI i |LT~T"I

I I INH IL I I I

Total Expenditure

i i i i i2iTT7i

I INI i lU I I

Profit/Loss after tax |/| 11 | |N I I |l I I I

Dividend @ % : | | | N| I | L | | 1


Item Code No. (ITC Code) | | | |N. | A.| | | |

Product Description | | | |N. | A. | | | |

Item Code No. (ITC Code) [ | | |N. | A.| | [ |

Product Description [ | IN-IA.1 I T I

Item Code No. (ITC Code) [

Product Description [

I IN- IA. | | XJ

I IN- I A-l I ~1~1


For R.K GOVIL & CO.Chartered Accountants

K. K. PalPartner

Place : GhaziabadDated: June 25, 2008

for ALPS RETAIL PVT. LTD.



' R e p o r t 2007-200S


âAwmtna

Alps Spandex India LimitedFinancial Statements for the year



Repor t 2U07-200X



ALPS SPANDEX INDIA LIMITED

Incorporatin

CINNo.

Directors

Business Address


November 6, 2007

U17200DL2007PLC170213

Mr. K. K. Agarwal, Mr. Sandeep Agarwal & Mr. PramodKumar Rajput.


Mailing Address:

57/2, Site-IV, Sahibabad Industrial Area,Ghaziabad-201 007, Uttar Pradesh, INDIA

M/s R. K. Govil & Company, Chartered Accountants,4-Kiran Enclave, Behing Hotel Samrat, G.T. Road,Ghaziabad (U.P.)

INDEX

CONTENTS

Directors' Report

Auditors' Report

Balance Sheet



Cash Flow Statement


PAGE NO.

93

96

98

99

100

101

102

al Repor t 2007-200S


ALPS SPANDEX INDIA LTD.

DIRECTORS' REPORT

The Members ofAlps Spandex India Ltd.,New Delhi.

Your Directors have pleasure in presenting the First Annual Report alongwith Audited Accounts of the Company for the period ended31st March, 2008.

FINANCIAL RESULTS

The Company was incorporated on 6th November, 2007 under the Corporate Identity Number U17200DL2007PLC170213 with theRegistrar of Companies, Delhi & Haryana, New Delhi and certificate for commencement of Business was issued on December 10,2007.The Commercial activities of the Company have not yet commenced, hence no Profit & Loss Account for the year 2007-2008 hasbeen prepared. The Balance Sheet consisting for the Financial year ended on 31st March, 2008 have been prepared and all the revenueexpenditure for the purpose of setting up of the company' s project have been treated as pre-operative expenses.


The various business plans and projects are under consideration, which will be materialized shortly.


Company has not availed any financial assistance during the year.

ISSUE OF SECURITIES

Company has allotted 1,00,000 Equity Shares of face value and issue price of Rs. 10/- each to the subscribers of the Memorandum andArticles of Association of the Company. Out of the total issued capital 99940 Equity Shares are held by Alps Industries Limited and restof the Equity Shares are also held by the shareholders related with Alps Industries Limited, resultantly making your Company a WhollyOwned Subsidiary Company of Alps Industries Limited.

PUBLIC RELATIONS

The public relations were cordial during the year.

The information required under Section 217(2A) of the Companies Act, 1956 read with die Companies (Particulars of Employees) Rules,1975 duly amended by die Companies (Particulars of Employees) Amendment Rules, 1999 for die year ended 31st March, 2001 is notapplicable to the company as none of the employee is drawing more than the limits specified under the said rules.

DIVIDEND

As commercial implementation of the project was not done during the year under review, and no revenues have been earned,your company is unable to declare any dividend for the year under review.


As the company is not engaged in the manufacturing activities and has not commenced its commercial activities, the information undersection 217(l)(e), read with die Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicableto the company.

A11 mm I Report 2 0 < ) 7 - 2 < H ) S


HLPS INDUSTRIES LTD. ALPS SPANDEX INDIA LTD. __

DIRECTORS

The first Directors of the Company consists of Mr. K. K.Agarwal, Mr. Sandeep Agarwal & Mr. Pramod Kumar Rajput. In terms ofArticle 29 of the Articles of Association of the Company, all the Directors except Mr. Pramod Kumar Rajput are of permanent natureand non-rotational. However, the regularization u/s 257 of the Companies Act 1956 has been proposed in the forthcoming Anrrial GeneralMeeting of the Company.

Mr. Pramod Kumar Rajput, Director of the company, shall retire by rotation, pursuant to the provisions of Section 255/256 of theCompanies Act, 1956, and being eligible offer himself for reappointment.


In terms of the Section 217(2AA) of the Companies Act, 1956 as amended by the Companies Amendment Act, 2000, the members of theBoard place on record the Directors' Responsibility Statement as under :

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with properexplanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financialyear, No Profit & Loss account has been prepared as the company has not commenced commercial activities during the year.

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

During the year, your company has not raised any money by way of Fixed Deposits. Hence the information under the Miscellaneous Non-Banking Companies (Reserve Bank) Direction 1977, is not applicable.

AUDITORS

As M/s. R.K. Govil & Co., Chartered Accountants, the Statutory Auditors of the Company, retire at the forthcoming Annual GeneralMeeting of the Company and they have shown their inability to continue further. Therefore, the Board of Directors have recommendedthe appointment of M/s. P. Jain & Co., Chartered Accountants as the Statutory Auditors of the Company from the conclusion of the 1stAnnual General Meeting till the conclusion of the 2nd Annual General Meeting. Your Directors recommend their appointment at theforthcoming Annual General Meeting.



3<>"' A n n u a l Report 2007-200S





(Rs. in Lacs)

SI. No.

1.

2.

3.

4.

5.

Particulars







Investments by the loanee in the shares of parent company and subsidiary Company, when the Companyhas made a loan or advance in the nature of loan.

Amount

NIL

NIL

NIL

NIL

NIL

ACKNOWLEDGMENTS

Your directors would like to express their grateful appreciation for the co-operation received from the investors of the company bycontributing in the share capital of the Company and places on record their deep sense of appreciation for the continued support providedby them.

for and on behalf of the BoardAlps Spandex India Limited



A n n u a l Rcporl 2007-2008


RIPS INDUSTRIES LTD,. ALPS SPANDEX INDIA LTD.

To,The Members ofAlps Spandex India Limited


We have audited the attached Balance Sheet of ALPS SPANDEX INDIA LIMITED as at 31st March 2008, the Pre-operative expensesAccount and also the Cash Flow Statement for the period ended on that date, annexed thereto. These financial statements are theresponsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit

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

As required by the Companies (Auditor's Report) Order,2003 issued by the Central Government in terms of section 227(4A) of theCompanies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to in paragraph (3) above, we report that :-



3. The Balance Sheet and Pre-operative expenses account referred to in this report are in agreement with the books of account of theCompany.


5. On the basis of written representations received from the directors, and taken on record by the Board of Directors, in our opinion,none of the directors is disqualified from being appointed as director u/s 274(l)(g) of Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, die said Balance Sheet and Pre-operative expenses Account, together with Accounting Policies and notes thereon, give the information required by the CompaniesAct, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally acceptedin India: -

I. In the case of Balance Sheet, of the state of affairs of the Company as at 31s' March,2008,

n. In the case of Pre-operative expenses account, of the expenses of the Company for the period ended on that date,

HI. In the case of Cash Flow Statement, of the cash flow's for the period ended on that date.

ForR.K.GOVIL&CO.Chartered Accountants


al Report 2007-2008



ANNEXURE TO THE AUDITORS' REPORT(Referred to in our Report of even date)

In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and tothe best of our knowledge and belief, we state as under:

I. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the registermaintained under section 301 of the Companies Act, 1956.

n. The Company has taken only unsecured loan from members being company, firms or other parties covered in the registermaintained under section 301 of the Companies Act, 1956.

ffl. During the year there is no Fixed Assets, purchase of raw material & sale of Goods or services though in case of other businessaffairs, In eur opinion and according to the information and explanations given to us, there is adequate internal control systemcommensurate with the size of the Company and the nature of its business. In our opinion, there is no continuing failure tocorrect major weaknesses in internal control.

IV. (a) According to the information and explanations given to us, we are of the opinion that Particulars of Contracts orarrangements referred tain section 301 of the Act have been entered in the register required to be maintained under thatsection, wherever applicable.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance ofContracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have beenmade at the prices, which are reasonable having regard to prevailing market prices at the relevant tune.

V. According to the information and explanations given to us, no amounts payable in respect of Income-tax, Wealth tax, ServiceTax, Sales-tax, Custom Duty, Excise duty, Cess and other aforesaid statutory dues were outstanding as at 31st March, 2008 fora period of more than six months from the date they became payable.

VI. In our opinion and according to the explanations given to us, and based on the information, available the Company has notgranted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

VII. In our opinion, the Company is not a chit fund or Nidhi/Mutual Benefit Fund/Society. Therefore, the provisions of clause 4 (xiii)of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

Vin. In our opinion, and according to the information and explanation given to us the Company is not dealing in/or trading in Shares,Securities, Debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Companies Act (Auditor'sReport) Order, 2003 are not applicable to the Company.

K. The Company has not given any guarantee for loans taken by others from bank, financial institutions, which is prejudicial to theinterest of the company.

X. The term loans were applied for the purpose for which the loans were obtained.

XI. According to the information and explanation given to us and on an overall examination of the Balance sheet of the Company,We are of the opinion there are no funds raised on short terms basis that have been used for long term investment.

XQ. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintainedunder section 301 of the Act.

XDI. During the period covered by our Audit report, the Company has not issued any debentures.

XIV. During the period covered by our Audit report, the Company has not raised any funds by public issue.

XV. Based upon the audit procedures performed and information and explanations given by the management, we report diat no fraudon or by the Company has been noticed or reported during the course of our audit for the period under report.

XVI. In our opinion, the other clauses of the order are not applicable.



3ft1" A n mi n I Report 2007-2008


HLPS INDUSTRIES LTD. ALPS SPANDEX INDIA LTD.BALANCE SHEET

Sources of Funds1 Shareholders' Funds

Share Capital

Reserves and Surplus

Application Money-Share

2 Loan Funds

Unsecured Loans

Total

Application of Funds

1 Fixed Assets

Gross Block

Less : Depreciation

Net Block

2 Investments

3 Current Assets, Loans & Advances

Cash & Bank Balances

Loans & Advances

Less : Current Liabilities & Provisions

Net Current Assets

4 Misc. Expenditure/Deferred Revenue Expenditure

(to the extent Not Written Off or adjusted)

Total

BALANCE SHEET AS AT 31^ MARCH, 2008

SCHEDULE

3

4

\VMsi

As At31.032008Rs. in Lac

10.00

3.00

13.00

18.07

31.<77

10.50

7.27

17.77

0.25

17.52

14.15

31.67




K. K. PalPartner





A n m i n l Rc-pnr i 2007-2008


c/cKwmtM<z ALPS SPANDEX INDIA LTD.

SCHEDULES


1. SHARE CAPITALAuthorised Capital2000000 Equity Share of Rs. 10/-each

Issued, subscribed & paid up100000 Equity Share of Rs. 10/-each fully paid upTotal

2. UNSECURED LOANS

OthersTotal


Cash hi Hand


In Current Accounts


Advance Recoverable hi Cash or in kind or for Value to be Received

Total



Expenses Payable

B. Provisions

Total


(To the extent not wrkten off)



Legal & Professional Charges

Printing Stationery

Telephone Expenses

Travelling (Foreign)

Travelling (Domestic)

Conveyance

Business Promotion

Audit Fee

Salary

Total


200.00

10.0010.00

18.6718.07

0.40

10.10

10.50

7.27

7.27

0.25

0.25

4.99

3330.040.01

3.990.160.740.460.120.31

14.15

36'" A n n u a l Report 2007-2008


f \uta~hllll'ITfHlillll-llHi

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS


• , BASIS FOR PREPARATION OF ACCOUNTS

The Financial Statements are prepared on Going concern basis under the historical cost convention, on accrual basis unlessspecifically stated here in above and in accordance with applicable Accounting standards (AS) issued by the Institute ofChartered Accountants of India. __--•



Preliminary expenses are being amortized over a period of ten years from the date of start of the business.



2) Information as required by clause 4C & 4D of part II to schedule VI of the companies' act 1956 are not applicable.

3) The accounts have been prepared for the period from 6.11.2007 to 31.3.2008 being the year of incorporation, hence no previousyear figures.

4) The company is the subsidiary of M/s ALPS INDUSTRIES LTD.


During the year the following transactions were entered into by the company with Holding company:

Name of the company Nature of transaction Amount (in Lacs)M/s Alps Industries Ltd.

6) Expenditure in Foreign Currency

Unsecured Loan Received 18.67

Particulars

Foreign Travels

2007-2008

1.72

7) Earnings in Foreign Exchange NIL


K. K. PalPartner





.36"' A n n u a l Repor t 2007-2008



CASH FLOW STATEMENT FOR THE YEAR ENDED :(RS.INLAC)2LQ12QQ8

(A) CASH FLOW FROM OPERATING ACTIVITIESNet Profit Before TaxAdd: AdjustmentOperating Profit Before Working Capital ChangesAdjustment for Working Capital Changes:Loans & Advances given • (7.27)Trade Payable & other Liabilities 0.25Increase in Working Capital (7.02)Net Cash From Operating Activities (7.02)

(B) CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed AssetsSale of Fixed AssetsSale / (Purchase) of InvestmentInterest/Dividend receivedPreliminary Expenses 4.99Preoperative Expenses 9.16Net Cash used in Investment Activities 14.15

(Q CASH FLOW FROM FINANCING ACTIVITIESProceeds From Issue of Share Capital 10.00Proceeds share application money 3.00Net proceeds unsecured loans 18.67Repayment of Finance/Lease LiabilitiesDivident PaidAddition/Transfer to Capital ReserveNet Cash From Financing Activities 31.67Net Increase in Cash & Cash Equivalents 10 JOOpening Balance of Cash and Cash EquivalentsClosing Balance of Cash and Cash Equivalents

As per our separate report of even date attached For and on behalf of the BoardForR.K. Govil&Co.Chartered Accountants



36'" Amitui l Report 2007-21)08


HIPS INDUSTRIES LTD. ALPS SPANDEX INDIA LTD.Balance Sheet Abstract and Company's General Business Profile


Registration No. U17200DL2007PLC170213 State Code | 5 [ 5]

Balance Sheet date |0 | 3Month


Public Issue : | | |N | I |L | [ |

Bonus Issue : I INI i IL

Right Issue :


MI u



Paid-up Capital:

Application Money :

Secured Loans :



~~| Investments :

c

| | | 3 | 1 | 9 | 2| Total Assets :

| | | 1 | o | o | o] Reserves & Surplus :

11 |3 |P |P]

| | | N | I | L |~| Unsecured Loans :

| N | i | L | |

LH M 19 12

Net Fixed Assets :



I I IN U IL f

| | | | l | 7 | 5 | 2 | Misc. Expenditure


Turnover :(Including other income) +

Profit/Loss before tax \j\


I I INI i IL I I

I I INI i |L FT

I I I N I I liFT

Total Expenditure

Profit/Loss after tax |/J

Dividend @ % :

1 1 Nl 1 L l 1 1+ -

I/I II 1 N | 1 L 1 1 1

1 1 N| 1 LI 1 1


Item Code No. (ITC Code)

Product Description


Product Description


Product Description

1 1 1 N. A.| I

L- 1 N. A.

1 | IN. A.

1 IN. A.

L IN. A.

1 IN. A. • 1


Fortt.KQOVlL&CO..Chartered Accountants

for ALPS SPANDEX INDIA LTD.

Partner




36'" A n n u a l Report 2007-2008,


z/a&wmvna

CONSOLIDATEDFinancial Statements for the year


Import 200'7-2IMIN


HLPS INDUSTRIES LTD,. CONSOLIDATED

INDEX

CONTENTS

Auditors' Report

Balance Sheet




Cash Flow Statement

Balance Sheet Abstract andCompany's General Business Profile

PAGE NO.

105

106

107

108

114

122

124

Report 2007-200S


CONSOLIDATED

To,The Board of Directors ofAlps Industries Limited and Its SubsidiariesGhaziabad.

AUDITORS' REPORT


We have audited the attached Consolidated Balance Sheet of ALPS INDUSTRIES LIMITED (the Company) and its subsidiaries(collectively called' ALPS Group) as at 31st March 2008, the Consolidated Profit & Loss Account and also the Consolidated Cash FlowStatement for the year ended on that date, annexed mereto. These financial statements are the responsibility of the Company's management.Our responsibility is to express an opinion on these financial statements based on our audit


We report that the Consolidated Financial Statement have been prepared by the Company's management in accordance with therequirement of Accounting Standard (AS) 21, Consolidated Financial Statements, issued by the Institute of Chartered Accountants ofIndia.

In our opinion and to the best of our information and according to the explanations given to us, the Consolidated financial statements givea true and fair view in conformity with the accounting principles generally accepted in India: -

I. In the case of Consolidated Balance Sheet, of the state of affairs of the ALPS Group as at 31st March, 2008

n. In the case of Consolidated Profit & Loss Account, of the profit of the ALPS Group for the year ended on that date; and

ffl. In the case of Consolidated Cash Flow Statement, of the cash flow's of die ALPS Group for the year ended on that date.



(K. K. Pal)Partner

3ft'" A n n u a l Report 2007-2008


HLPS INDUSTRIES LTD. CONSOLIDATED

Significant Accounting Policies and Notes on Accounts 19Schedules referred to above form an integral part of the Financial Statements


K. K.PalPartner

Place : Ghaziabad Ajay Gupta R. K. GulatiDated : June 30,2008 Company Secretary Chief Financial Officer

1 BALANCE SHEET _| __^_| _| ____|

CONSOLIDATED BALANCE SHEET AS AT 31st MARCH, 2008

Sources of Funds1 Shareholders' Funds

Share CapitalReserves and SurplusApplication Money-ZCCWApplication Money

2 Deferred Tax Liability - Net

3 Loan FundsSecured LoansUnsecured Loans

Total


Gross BlockLess : DepreciationNet BlockCapital work in ProgressGoodwill

2 Investments

3 Current Assets, Loans & AdvancesInventoriesSundry DebtorsCash & Bank BalancesLoans & Advances

Less : Current Liabilities & Provisions

Net Current Assets

4 Misc. Expenditure/Deferred Revenue Expenditure(to the extent Not Written Off or adjusted)Total

SCHEDULE

12

34

5

6

891011

7

12

As At31.03.2008

Rs. in Lac3,451.41

26,302.37260.00

12.99

30,026.77

1,691.51

65,853264,549.61

70,402.87

1,02,121.15

59,000.776,719.94

52,280.832,492.81

2.24

5,149 32

25,073.0514,122.903,040316,059.64

48,295.90

6,719160

41,576.30

619.75

1,02,121.15

As At31.03.2007Rs.in Lac

3,251.4124,265.35

--

27,516.76

1,416.95

34,166.293,033.88

37,200.17

66,133.88

27,368.604,949.90

22,418.7013,315.90

-

69.66

17,904.038,222.214,830.383,091.10

34,047.72

4,421.45

29,626.27

703.35

66,133.88




R e p o r t . 2007-20IIS:


\\fotsieZ^ cx cuwmiwa CONSOLIDATED

CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE FINANCIAL YEAR ENDED 31CT MARCH, 2008

SCHEDULE As At As At31.03.2008 31.03.2007Rs. in Lac Rs. in Lac

IncomeSales 13 63,522.01 43,064.94Less : Excise Duty 95.10 151.40Net Sales 63,426.91 42,913.54Other Income 471.79 341.77Increase (decrease) in Stock 43)1.35 2,403.41

ExpenditureMaterial Consumed 14Manufacturing Expenses 15Personnel Expenses 16Other operating Expenses 17Misc. and Deferred Revenue Expenditure W/Off

Profit Before Depreciation, Financial Expenses & TaxLess : Financial Expenses 18Profit Before Depreciation & TaxLess : DepreciationProfit Before TaxLess : Provision for Taxation-Current TaxAdd : Minimum Alternative Tax Credit AvailedLess : Provision for Fringe Benefit TaxProfit from operationsLess : Deferred TaxProfit After TaxLess/ Add : Prior Year Adjustments

Add : Surplus as per last yearAvailable for AppropriationAppropriationsTransfer to General ReserveProposed DividendCorporate Dividend TaxSurplus carried to Balance Sheet

Basic Earning Per Share (Rs.)Dilutive Earning Per Share (Rs.)

68,200.05 45,658.72

47,844.82 31,147.287,519.00 4,653.281,375.42 903.264,818.78 2,029.45

137.58 114.1861,695.60 38,847.456,504.45 6,811.273,199.73 1922.523,304.72 4,888.751,782.50 1,340.701,522.22 3,548.05

172.75 455.10172.75 164.4859.50 30.00

1,462.72 3,227.43274.56 192.45

1,188.16 3,034.98(38.08) (2.58)

1,150.08 3,032.401,608.11 878.552,758.19 3,910.95

865.00 2,000.00172.57 258.852933 43.99

1,69129 1,608.112,758.19 3,910.95

3.50 9.343.50 9.34

Significant Accounting Polices and Notes forming part of the financial Statements. 19Schedules referred to above form an integral part of the Financial Statements

As per our report of even date attachedFor R.K. GovU & Co.Chartered Accountants

K. K. PalPartner







36'" A n n u a l He-port 2007-2008


RLPS INDUSTRIES LTD.SCHEDULES

CONSOLIDATED


1. SHARE CAPITALAuthorised Capital

,45000000(45000000) Equity Shares of Rs. 10/-each

Issued, subscribed & paid up34514100(32514100) Equity Share of Rs. 10/-each fully paid upof the above, (16257050 Equity Share of Rs. 10/- each havebeen alloted during 2006-07 as fully paid up Bonus Shareby capitalisation of General Reserve)

2. RESERVES AND SURPLUS

Securities PremiumGeneral ReserveExchange Fluctation ReserveProfit and Loss Account

Total

Transfer from Profit & Loss A/c Rs 865.00 Lacs


4500.00

4500.00

3451.41


4500.00

4500.00

3251.41


15522.947134.29

1608.12

2426535

AdditionDuring the

Year

1100.00865.00(11.15)948.17

2902.02

3451.41

Utilised

--

865.00

865.00

3251.41


16622.947999.29(11.15)1691.29

2630237

3. SECURED LOANS

(A) Term Loans

Bank & Financial InstitutionsOthersTerm loans from Bank & Financial Institututions are Secured byFirst Pari-Passu charge created / to be created on Fixed Assets aridSecond Pari-Passu charge on current assets of the Company, both present andFuture and by Personal Guarantees of some of the Directors.

Term Loan from others are secured by hypothecation of specific fixed assets

(B) Working Capital Loans from Banks:(Secured by Hypothecation of Stocks of Raw Material,Finished Goods and Semi Finished Goods,Consumable Stores & Spares, Book Debts, SecondPari-Passu Charge over Fixed Assets and by Personal -Guarantee of some of Directors)

41493.3731.70

24328.19

21899.26133.19

12133.84

65853.26 34166.29

36'" A n n u a l Report 2007-2008


^£e âA/wntma CONSOLIDATED ^SS™



4 UNSECURED LOANS

Short Term DepositsFixed Deposits

Others

5. FIXED ASSETS

52.98

4496.63

4549.61

57.192976.69

3033.88

(Rs. In Lac)

Particulars

Lands (Lease Hold)

Buildings

Plant & Machineries

Brand & Trade Marks

Furniture & Fixtures

Vehicles

Office Equipments

Computers

Sub Total

Previous Year

GROSS BLOCK

OpeningBalance

1,096.95

5,238.86

19,163.39

646.07

243.59

275.00

130.17

574.57

27,368.60

25,289.97

Additions

323.18

4,951.74

26,304.11

0.00

119.26

191.05

16.07

41.80

31,947.21

2,304.79

Deductions

0.00

0.00

296.42

0.00

1.26

16.39

0.97

0.00

315.04

226.16


1,420.13

10,190.60

45,171.08

646.07

361.59

449.66

145.27

616.37

59,000.77

27,368.60

DEPRECIATION

OpeningBalance

29.22

659.19

3,364.37

343.62

78.63

70.34

28.65

375.88

4,949.90

3,727.63

Duringthe year

10.30

• 216.28

1,345.33

64.61

15.10

28.07

6.60

96.21

1,782.50

1,340.70

OnDeduction

0.00

0.00

7.96

0.00

0.02

4.47

0.01

.0.00

12.46

118.43


39.52

875.47

4,701.74

408.23

93.71

93.94

35.24

472.09

6,719.94

4,949.90

NET BLOCK

As on31.03.2008

1,380.61

9,315.13

40,469.34

237.84

267.88

355.72

110.03

144.28

52,280.83

22,418.70

As on31.03.2007

1,067.73

4,579.67

15,799.02

302.45

164.96

204.66

101.52

198.69

22,418.70

21,562.34

6. INVESTMENTS

I. Long Term Non Trade (Fully Paid Unlessr Otherwise Stated)

(A) Quoted Shares

13400(13400) Equity Shares of Rs. 107- each of Kay Pulp & Paper Mills Ltd.(Market Value — Rs. 89780.00)

720(720) Equity shares of Rs. 10/- each of Parasrampuria Synthetics Ltd.(Market Value — Not available)

2000(2000) Equity Shares of Rs. 10/- each of Global Syntex (Bhilwara) Ltd.(Partly of Rs. 5/- each Paidup) (Market Value — Not available)

517032 (Nil) Equity Shares of Rs. 10/- each of Era Infra Engineering Co. Ltd.(Market Value - 307065305)

(B) Mutul Funds

20000 (20000) unit of Rs. 10/- each of SBI One India Fund(Market Value — 205200)

19560 (Nil) unit of Franklin India High Growth Co.(Market Value - 192373)

134

0.22

0.10

4382.72

2.00

2.00

1.34

0.22

0.10

2.00



RLPS INDUSTRIES LTD. CONSOLIDATED

14. MATERIAL CONSUMED

Opening Stock

Add: Purchases

Less: Closing Stock

15. MANUFACTURING EXPENSES

Wages including other benefits

Contribution to Provident & Other Funds

Security & Vigilance

Food & Beverage Prov. to Labour

Consumption of Stores & Spares

Production Expenses

Weaving & Processing Charges

Power & Fuel

Carriage & Cartage

Research & Development Expenditure

16. PERSONNEL EXPENSES

Salaries including other benefits

Contribution to provident & other funds

Gratuity

Food & Beverage Prov. to Staff

17. OTHER OPERATING EXPENSES

Rent

Rates & Taxes

Postage & Telegram

Printing & Stationery


Travelling & Conveyance - Others

Travelling & Conveyance - Directors

Telephone & Fax

Directors' Remuneration

Books & Periodicals

1 '". : i i

As. At31.03.2008Rs. in Lac

10629.03

50609.13

61238.16

13393.34

47844.82

1720.59

76.34

12.68

10.80

525.14

2274.95

82.84

2657.71

153.07

4.88

7519.00

1222.58

29.43

22.09

10132

1375.42

172.90

2730

23.74

31.59

108.75

225.25

28.82

64.50

24.76

0.60

36"' A n n u a l

"ar ••" •'""""-"••-/ hSbUIil SSQn^


6401.82

35374.49

41776.31

10629.03

31147.28

1123.24

48.52

23.42

37.58

409.31

1130.47

56.88

1788.80

31.10

3.96

4653.28

823.36

28.32

18.99

32.59

903.26

36.93

27.37

9.47

37.41

108.69

193.49

1439

60.49

21.61

0.98

Report 2007-2008


c£e c/adAmtwa CONSOLIDATED

Fees & Subscription

General Expenses

Exchange Fluctuation

Insurance

Payment to Auditors

Vehicle Running Expenses

Donation

Hank Yarn Obligation

Repairs & Maintenance

Building

Machinery

Others

Loss on Sale of Assets

Selling & Distribution Expenses

Packing & Forwarding

Sales Promotion & Incentives

Advertisement & Publicity

Sales Tax paid against W.C.T.

Freight on Exports

18. FINANCIAL EXPENSES

Interest to Bank & Financial Institutions

Others


25.86

28.69

1731.86

195.50

8.43

122.43

3.13

927

19.59

15.90

49.12

5.64

852.96

497.71

106.18

33.78

404.52

4818.78

3035.08

164.65

3199.73

I'fj* .J.-.,...»m«n;-

/ ^jV^M


25.99

19.50

-

215.67

6.18

80.85

2.40

13.48

26.31

26.37

47.76

53.14

501.35

202.02

164.62

6.73

126.25

2029.45

1600.19

322.33

1922.52

36"' A n n u a l Report 2007-2008


RLPS INDUSTRIES LTD. CONSOLIDATED




The Financial Statements are prepared in accordance with the principles and procedures required for the preparation andpresentation of consolidated financial statements as laid down under the accounting standard on consolidated financial statementissued by The Institute of Chartered Accountants of India and on going concern basis under the historical cost convention, onaccrual basis.

The financial statements of Alps Industries Ltd., the parent company, Alps Retail Pvt. Ltd., Alps Spandax India Ltd., Alps USAInc., Alps Energy Pvt. Ltd.(along with it's subsidiary Alps Uttrakhand Energy Pvt. Ltd., have been combined on line by linebasis by adding together book values of like items of assets, liabilities etc by eliminating intra-group balances.

The consolidated financial statements are prepared by applying uniform accounting policies in use at the group. Minorityinterest has been excluded. Minority interest represent that pan of the assets of subsidiaries that are not owned but indirectlycontrolled by the parent company.

• REVENUE RECOGNITION:

Sales are recognized on completion of sale of goods and are net of trade discounts, rebates and inclusive of excise duty &exchange fluctuation but excludes Tax on Sales.

• FIXED ASSETS:



c) Goodwill comprises the excess of purchase consideration over the fair value of the net assets of the acquired company.

• DEPRECIATION:

Depreciation on the fixed assets has been provided on Straight Line Method at the rates and in the manner prescribed inSchedule XIV of the Companies Act, 1956

• INVESTMENTS:

a) Investments are carried at cost. However, provision for diminution in value is made to recognize any decline, other thantemporary in the value of investment.

b) Investments that are readily realizable and intended to hold for not more than a year are classified as Current investments.All other investments are classified as Long Term Investment.

• INVENTORIES:

Raw Materials, stores and spares are valued at cost. Cost of raw material is determined by using the First In First Out (FIFO)method except for cotton, which is valued at weighted average cost.

Finished and Semi Finished goods produced & purchased, are valued at lower of cost or net realizable value. The identificationof Semi Finished goods is being done on the basis of location of the goods.



CONSOLIDATED

BORROWING COST:

Borrowing cost directly attributable to acquisition or construction of those fixed assets, which necessarily take a substantialperiod of time to get ready for their intended use is capitalized and other borrowing cost is charged to revenue.

TERMINAL BENEFITS:

The provision for Gratuity liability has been made in accordance with the actuarial valuation at the end of the year. Theprovision for earned leaves/medical leaves has been made on the basis of leaves accrued to employees.

RESEARCH AND DEVELOPMENT:

Research & Development expenses of revenue nature are charged to Profit & Loss Account and those of capital nature arecapitalized as Fixed Assets.

MISCELLANEOUS EXPENDITURE:

Preliminary expenses & capital issue expenses are being amortised over a period of ten years.

Deferred Revenue Expenditure includes Product Research & Development, Design Development, Sampling Expenses andHuman Resource Development Expenses & are being written off over a period of five years.

FOREIGN CURRENCY TRANSACTIONS:

a) Transactions denominated in foreign currencies are generally recorded at the exchange rate prevailing at the time of thetransactions.

b) Monetary items denominated in foreign currencies at the year end are restated at the year end rates. In case on monetaryitems which are covered by forward exchange contracts, the difference between the year end rate and rate on the date ofcontract is recognized as exchange difference and the premium paid on forward contracts has been recognized over the lifeof the contract.

c) Non monetary foreign currency items are carried at cost.

d) Any income or expense on account of exchange difference either on settlement or translation is recognised in the profit &loss account except in cases where they relate to acquisition of fixed assets in which case they are adjusted to the carryingcost of such assets.

e) The translation of financial statement of foreign subsidiary from the local currency to functional currency of the companyis performed for the balance sheet accounts using the exchange rate in effect at the balance sheet date and the resultingdifference is presented as Foreign Currency Translation Reserve included in Reserve & Surplus.

IMPAIRMENT OF ASSETS:

Carrying amount of Assets are reviewed at each balance sheet date, if there is any indication of impairment, based on internal/ external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds it's recoverable amount.

TAXATION:

a) Provision for Current Income Tax and Fringe Benefit Tax are being made in accordance with the provisions of the IncomeTax Act, 1961.

b) Liability of deferred tax is being provided while deferred tax asset is recognized only if there is virtual certainty of theirrealization in future in terms of Accounting Standard on "Deferred Tax Accounting" (AS-22) issued by the Institute ofChartered Accountants of India

OPERATING LEASE:

Lease payments are being recognized as an expense in the Profit & Loss account according to the Terms and Conditions of theagreement.





1. CONTINGENT LIABILITIES

Contingent liability exists in respect of: (Rs in Lac)

Particulars

a)

b)

c)

cD

e)

0

g>

Guarantees issued by bankers on behalf of company

Letters of Credit outstanding (trade)

Capital contracts remaining unexecuted (net of advances)

Claims against the company not acknowledged as debt

Outstanding forward contract

Bills Discounted with Banks

Corporate Gurantees given banks on behalf of subsidiary/associates companies

As at31.03.2008

194.93

970.11

252.73

242.54

8716.70

1026.44

6950.00

2. Deferred Tax resulting from timing differences between book and taxable profit is accounted for at the applicable current rateof tax. The Deferred Tax liability as on 31.03.2008 comes to Rs. 1691.51 Lacs.

3. Alps USA Inc. may be called upon to loan to Columbine Cody Corp.,an entity of which the capital is being acquired bycompany, a total sum of up to US $ 500000/- in the event Columbine Cody Corp. does not have adequate liquidity to repay it'sexisting loan repayable in two equal yearly installments of US $ 250000/- each if and only if Columbine Cody Corp. declaresa net profit after tax of equal to or more than 5 % of it's sale in it's audited Annual accounts.

4 Being the first year of presenting the Consolidated Financial Statements since all the subsidiaries were promoted or acquiredduring the year, hence no previous year figures.

5. In absence of confirmation from the parties, the balances under the head sundry debtors, loans and advances and sundry creditorsare such as reflected in the books of the company and are subject to confirmation.

6. In respect of the Unclaimed Dividend as mentioned under Section 205C of the Companies Act, 1956, Rs. 0.17 Lacs for thefinancial year 1999-2000 have credited to the Investor Education and Protection Fund.

7. In the opinion of the Management, all current assets, loans and advances have a value on realization in the ordinary course ofbusiness, at least equal to the amount at which they are stated.

8. Other income as shown in the P&L statement includes Rs. 357.26 lacs/- being the surrender value of the Key Man InsurancePolicy taken from the Life Incorporation of India.

9. Other operating expenses as shown under schedule-17 includes Rs 1731.86 lacs on account of Exchange Differences on ForeignCurrency Transactions.

10. The new Spinning project of the company set up in Haridwar at SIDCUL Industrial Area for Compact Yarn having capacity of66000 spindles has been successfully commissioned & started its commercial production from 1.1.2008.

11. The consolidation of financial statement of ALPS USA INC. is being done on the basis of statement prepared in accordance withthe accounting policies applicable at group companies in India.

12. The names of the Small Scale Industrial undertaking to whom the company owes as at 31.03.2008 are as under:

M/s T. R. Cones, M/s Raja General Engineering works, M/s Sree Ayyapa Engineering Works, M/s Sunfab, M/s AbhinavAluminium Ltd., Bright Electro Plating & Engg. Pvt. Ltd. & Endure System, M/s Fibre Links, M/s Modern Industrial Syndicate,M/s Uma Cartoon Box, M/s Wellworth Packers Pvt Ltd, M/s Dhir Industries, M/s Diamond Packaging Industries and M/sMonson (India) Pvt Ltd.

R e p o r t 2007-200S


CONSOLIDATED

The above information and that given in schedule 7 - "Current Liabilities and Provisions" regarding Small Scale Industrialundertakings has been determined to the extent such parties have been identified on the basis of information available with thecompany. The company has normally made payments to SSI/Small & Micro Enterprises in due time and therefore no claimsfrom these parties have been received for interest or overdue payments.

13. The segment disclosure as per Accounting Standard -17 on "Segment Reporting" (AS-17) issued by the Institute of CharteredAccountants of India is as under:

Primary Segments (Rs. in Lac)

Particulars

Year

Segment Revenues

Less InterSegment Revenue

Net Segment Revenue

Segment Results

Less Financial Expenses

Add Other Income

Profit Before Tax

Less Un-allocable Expenses

Segment Profit afterUn-allocable Expenses

Capital Employed

SEGMENTS

Home Furnishing &Fashion Accessories

2007-08

32517.95

210.00

32307.95

3208.38

1523.35

154.13

1839.16

—

1839.16

28870.00

Yarn

2007-08

27243.73

113.00

27130.73

2168.58

1542.01

290.06

916.63

—

916.63

62602.68

ArchitecturalProducts

2007-08

3988.23

3988.23

605.05

134.37

27.60

498.28

—

498.28

3264.65

Total

2007-08

63749.91

323.000

63426.91

5982.01

3199.73

471.79

3254.07

1731.86

1522.21

94797.33

Secondary Segments (Rs. in Lac)

Particulars

Year

Segment Revenue

SEGMENTS

Domestic

2007-08

53870.21

Export

2007-08

9556.70

Total

2007-08

63426.91

14 Basic & Diluted Earning Per Share has been calculated shown as under.

Particulars

-Profit attributable to the Equity shareholders (Rs. in Lacs) - (A)

-Weighted average number of equity shares outstanding during the year-(B)

-Nominal value of equity shares (Rs.)

-Basic Earnings per share (Rs.)

-Diluted Earnings per share (Rs.)


1188.16

34066013

10.00

3.50

3.50



HLPS INDUSTRIES LTD. CONSOLIDATED KI.I,'.I»*M .-».••

The company has contracted to issue 40,00,000 Zero Coupon Convertible Warrants at issue price of Rs. 65/- per warrant. The issueprice being more than the fair value calculated in terms of Accounting Standard 20 issued by ICAI, which is anti-dilutive. Thereforethe above Zero Coupon Convertible Warrants has not been taken into consideration while calculating the Diluted EPS.

15. HOLDINGS OF ALPS INDUSTRIES LIMITED IN IT'S SUBSIDIARIES:

Name of the Subsidiary

Alps Energy Pvt. Ltd

Alps Retail Pvt. Ltd.

Alps Spandex India Limited

Alps USA INC.

Alps Uttrakhand Energy Pvt. Ltd.*

Country of Incorporation Holding as on 31st March 2008

India 99.90%

India 99.90%

India 99.40%

USA 100%

India 99.98%

* Alps Uttrakhand Energy Pvt. Ltd. is a wholly owned subsidiary of Alps Energy Pvt. Ltd.

* All the companies are directly or indirectly wholly owned subsidiaries of Alps Industries Ltd.

16. The financial statements of the foreign subsidiary company are translated into INR calculated at 1 USD equivalent to INR 39.97.

17. RELATED PARTY TRANSACTIONS

Name of related parties and description of relationship

The members of the Board are interested in the following entities covered under the Related Party Transactions but there wereno material transactions entered into with any of the entities. However the volume wise details are as under:

Entities controlled by subsidiaries, key managementpersonnel and their relatives:

Alps Texfab (P) Ltd., Alps Processers Pvt. Ltd., CareenFintec (P.) Ltd., Bulland Buildmart Pvt. Ltd., CoronationSpinning India (P) Ltd., Improve Interior. Com Ltd , Jhala-Koti Gunsola Power Pvt. Ltd., Pacific Texmark Pvt. Ltd.(Formerly known as Alps Infin Pvt. Ltd.), Padam PrecisionDies & Component Pvt. Ltd., Peek Finvest (P) Ltd., PerfectFinmen Services (P) Ltd., Roseate Finvest Pvt. Ltd., SaurabhFloriculture (P) Ltd., Sedona Herbals Pvt. Ltd., SupremeFinvest Pvt. Ltd.,

Key management personnel Mr. Sandeep Agarwal and Mr. P.K. Rajput.

(Rs. in Lacs)

Nature of Transaction

1. Sale of Goods

2. Purchase of Goods (including job work)

3. Purchase of Capital Assets

4. Advances for purchase of capital Assets

5. Advance/Loans given

6. Advance/Loans taken

7. Remuneration



Nil

Nil

Nil

Nil

233.42

Nil

Nil


Nil

Nil

Nil

Nil

Nil

Nil

Nil

Transactions with KeyManagement personnel, Entitiescontrolled by them and their relatives


Nil

110.67

Nil

Nil

243.94

505.94

24.76


1020.66

8.44

86.32

1778.50

Nil

Nil

21.61

36th Annual Report 2007-2008


CONSOLIDATED

18. Auditors' Remuneration (Rs in Lacs)

Particulars

Audit Fees

Income Tax & other matters

2007-2008

8.80

3.00

19. Directors' Remuneration

The directors' remuneration is within the limits specified in Section 198/349 of the Companies Act, 1956.(Rs. in Lac)

Particulars

Salary

Perquisites

Total

2007-2008

22.20

2.56

24.76

20. Additional information required under para 3 and 4 of part II of schedule VI, of the Companies Act, 1956.

A. PRODUCTION CAPACITY

Product

Yarn

Fabric/Made Ups/Fashion Accessories


Unit

M.T.

'000 SQ Mtr

'000 SQ Mtr

Licenced capacity

52054.20

37647.00

178.00

Installed capacity

52054.20

37647.00

178.00

B. RAW MATERIAL CONSUMPTION (Rs in Lac)

Particulars

Cotton

Yarn

Fabric


Others

Total

Unit

M.T.

M.T.

'OOOSQMtr

—

—

—

Current Year

Qty.

34002.63

1206.68

55122.30

—

—

—

Value

19407.94

803.78

25799.54

1709.24

124.32

47844.82

C. FINISHED PRODUCTS

I. Opening Stock

Particulars

Yarn

Fabric/MadeUps/Fashion Accessories

Others

Total

Unit

M.T.

'000 SQ Mtr

—

—

Current Year

Qty.934.50

898.01

—

—

Value

850.39

' 441.67

30.75

1322.81



HLPS INDUSTRIES LTD. CONSOLIDATED •ll.l,'.l»jiv-l;m»M

. Production/ Purchases (Net of captive consumption) (Rs in Lacs)

Particulars

Yam


Unit

M.T.

'000 SQ Mtr

Current Year

Qty.32576.37

43404.89

ffl. Sales (Inclusive of Excise Duty)

Particulars

Yarn



Others

Total

Unit

M.T.

'000 SQ Mtr

'OOOSQMtr

—

—

Current Year

Qty.30931.88

43578.33

—

—

—

Value

28161.48

31291.86

3988.23

80.44

63522.01

IV. Closing Stock

Particulars

Yarn


Others

Total

Unit

M.T.

'000 SQ Mtr

—

—

Current Year

Qty.

2578.99

724.57

—

—

Value

2780.65

345.56

50.57

3176.78

21. Value of Direct Imports (C.I.F. Value)

Particulars

Raw Materials

Capital Goods

Components & Spare Parts

2007-2008

(Rs in Lac)

1009.19

17770.22

45.49 •

% of Consumption

2.10%

NA

8.66%

22. Expenditure in Foreign Currency (Rs. in Lacs)

23.

Particulars

Foreign Travels

Interest of FCL

Others

2007-2008

58.39

93.59

20.03

Earnings in Foreign Exchange (Rs. in Lacs)

Particulars

F.O.B. Value of Exports

2007-2008

9556.70

120 1 ' 36'" Annual Report 2007-200^8


CONSOLIDATED

24. Remittance in Foreign Currency on account of dividend

Year

2007-2008

No. of SharesHeld

2988400

No. of non residentShareholders

13

(Rupees in Lacs)

22.41

Relating to F.Y

2006-2007

25 Other Income (Rs. In lacs)

Particulars

Income from Interest

Surrender value of KIP

Miscellaneous Income

Total

2007-2008

21.31

357.26

93.22

471.79

26. Figures given in bracket represent the figures of previous year and have been regrouped and rearranged wherever considerednecessary.


ForR.K. Govil&Co.Chartered Accountants


K. K. PalPartner






36'" A n n u a l Report 2007-2008


RLPS INDUSTRIES LTD.CASH FLOW

CONSOLIDATED

AUDITOR'S CERTIFICATE

We have examined the attached Consolidated Cash Flow Statement of Alps Industries Limited for the yearended on 31a March 2008. The Statement has been prepared by the Company in accordance with the requirementsof clause 32 of listing agreement with the Stock Exchanges and is based on and in agreement with thecorresponding Profit and Loss Account and the Balance Sheet of the Company covered by our report of June30, 2008 to the members of the company.



K. K. PalPartner

Am mi l" Report 2007-200S


CONSOLIDATED

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED:

(A) CASH FLOW FROM OPERATING ACTIVITIESNet Profit Before Tax and Extraordinary ItemsAdjustment for:DepreciationInterest etc. receivedInterest on Borrowed CapitalLoss on Sale of AssetsMiscellaneous Expenditure W/Off

Operating Profit Before Working Capital ChangesAdjustment for Working Capital ChangesInventoriesTrade & other ReceivableTrade Payable & other LiabilitiesIncrease in Working CapitalCash Generated from OperationsInterest PaidDirect Taxes Paid

Cash Flow Before Extraordinary Items

Extraordinary Items (Prior Year Adjustment)

Net Cash From Operating Activities (A)


Purchase of Fixed AssetsSale of Fixed AssetsSale / (Purchase) of securities (inc of subsidiaries)Accusition of Minority's Shares in SubsidiariesInterest/Dividend receivedPreliminary/Preoperative/Product Research Expenses

Net Cash used in Investment Activities (B)

(Q CASH FLOW FROM FINANCING ACTIVITIESProceeds From Issue of Share Capital/PremiumNet proceeds / Repayment of borrowingsProceeds from application money against ZCC WarrantsProceeds from applicatin money against Equity SharesDividend Paid (Including Dividend Tax)Addition/Transfer to Capital ReserveNet Cash From Financing Activities (C)Net Increase in Cash & Cash Equivalents (A+B+C)Opening Balance of Cash and Cash Equivalents


As per our report of even date attachedFor R.K. GovU & Co.Chartered Accountants

(RS.INLAC)31.03.2008

1,782.50(471.79)3,199.73

5.64137.58

(7,169.02)(8,463.31)

2,364.75

(3,199.73)(433.58)

(20,852.24)25.05

(5,090.71)(1.00)

471.79(53.98)

1,522.22

4,653.66

6,175.88

(13,267.58)

(10,725.01)

(10,763.09)

(25.501.091

1,300.0133,202.70

260.0011.99

(300.73)

34,473.97(1,790.21)

483JL52

3,040.31


K. K. PalPartner






36'" A n n u a l Repor t 2007-2008





Registration No. | | | | | | | ~| State Code | | |

Balance Sheet date |2 |0 |0 |8Month Year


Public Issue : £

Bonus Issue : F

Right Issue :

Private Placement/Others :i 1—i i—• i * *


Total Assets : I

2 | 0 | oToToT

Total Liabilities :Sources of Funds:Paid-up Capital :

Application Money :

Secured Loans :



Net Fixed Assets :



l 0 2 1 1 | l

|3 |4 |s |1 14 | i | Reserves & Surplus

1 IP l 2 T l \2 h h 15

|2 |6 13 |0 \TWW

I I |2 |7 |2T9T[9|

i 6 (5 18 15 [3 (2 [6| Unsecured Loans :

I M | 6 | 9 | l T 5 T T 1

[5 |4 |7 |7 |5 | 8 | 8 | Investments :

[4 | 1 | 5 j 7 | 6 ) 3 |"0~] Misc. Expenditure ;


Turnover :(Including other income)

Profit/Loss before tax L/|

Earning per share in Rs. :(Basic & Dilative EPS)

I 6 | 8 | 2 |o |o |o | 5 | Total Expenditure :

| | 1 | 5 | 2 | 2 | 2 | 2~| Profit/Loss after tax

| | | | 3 | . |S |o~| Dividend @ % :

[ 4 | 9 | 2 | 2 |

n 19 TTTTI

6 1 6 1 6 1 7 7 7 1 8 1 3 ]


Item Code No. (ITC Code) | & | 3 | 0 | 3 | l |9 |o |o |

i v i EI RI TIProduct Description

Item Code No. (ITC Code) [> \3 |o |3 |9 |l |o |o

Product Description

I B U M INI pi si T

I 01 Tl H| E| R| T E X T I L E

.M|A I D| E | - |u I p | s

Item Code No. (ITC Code) | 5 | 2 [ 0 | 5 | 1 | 2 11 ]o"

Product Description [ c |o IT |T |o |N | |Y |A |R


ForR.KGOVIL&CO.Chartered Accountants

for ALPS INDUSTRIES LIMITED

K. K. PalPartner


124


_:, . ' .. . . i _ _


R. K. Gulati Sandeep AgarwalChief Financial Officer Managing Director

| 36lh Annua l Report 2007-2008


Alps Industries LimitedCorporate Office: 57/2 Site IV, Indsutrial Area, Sahibabad, Ghaziabad - 201010 (U.R)

Ph.: +91-120 - 2896022, 2896023, 2896024. • Fax : +91-120 - 2896041, 2895299e-mail: [email protected] • http://www.alpsindustries.com

Documents

Alps Industries Limited