Shri Dinesh Mills Ltd Management Discussions.

A. OVERALL REVIEW OF OPERATIONS

We are a composite textile sector company manufacturing woolen / worsted suiting and machine clothing (felt). The Company manufactures and markets high quality products under the brand name dinesh. There are few organized sector companies and many companies are in un-organized sector and the Company has to face cut throat competition in the domestic and international markets. The Textile Industry is labour & capital intensive and one of the largest employers in India and the industry has to face various internal & external challenges and our Company is not an exception to these challenges. Despite sluggish domestic & international markets and intense competition on prices, our Company could achieve sales turnover of Rs.8049/- Lacs and the net profit of Rs.454/- Lacs during the year under review as compared to Rs.8610/- Lacs and Rs.433/- Lacs respectively of the previous year. The profitability has been improved slightly due to proper monitoring of expenses.

During the year under review, we could achieve the higher export turnover amounting to Rs.687/- Lacs as compared to Rs. 537/- Lacs of the previous year.

B. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE Highlights

Particulars 2014 - 2015 2013 - 2014
1 Sales Turnover (Net) 8049 8610
2 Operating profit (PBDIT) 1464 1921
3 Depreciation 788 1030
4 Interest 271 326
5 Profit before Tax 405 565
6 Provision for Taxation (49) 132
7 Net Profit 454 433

C. OVERALL OUTLOOK

Despite the efforts being made by the Government to revive the economy, sluggish global demand and declining export competitiveness, the situation at ground level are not showing the improvement as expected after the formation of the new Government. However, our Company is taking appropriate actions to increase the sales turnover and profitability by innovative techniques of marketing with proper product mix.

The Company assumes no responsibility in respect of forward looking statements made herein above which may substantially change based on subsequent developments, events, change in the Government policies, exchange rate etc. over the globe.

D. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Internal Audit department conducts audit of all departments of the Company and places Audit reports/ plans before the Audit Committee which reviews adequacy of internal audit functions, audit procedures and its coverage periodically. The minutes of the Audit Committee meetings are placed at the meetings of the Board of Directors from time to time. The Company has adopted the concept of pre-audit and therefore, the mistakes, if any are rectified before the transactions are finally booked in the Accounts of the Company. The Board of Directors appointed Mr. Manoj Kumar Upadhyay as an Internal Auditor of the Company.

E. INDUSTRIAL RELATIONS

The industrial relations both at Baroda and Ankleshwar unit have remained cordial. As on 31st March, 2015, there were 986 employees in the Company.