Directors Report of Acknit Industries Ltd.

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting the 28th Annual Report of the Company for the Financial Year ended 31st March, 2018.

FINANCIAL RESULTS

The summarized results of your Company are given in the table below:

(Rs. in Lakhs)

Particulars	Financial Year Ended 2018	Financial Year Ended 2017
Gross Revenue	16209.12	16063.01
Other Income	386.63	277.01
Total Revenue	16595.75	16340.02
Less: Total Expenditure	15443.27	15181.13
Gross Profit (before Depreciation & Finance Cost)	1152.48	1158.89
Less: Depreciation	226.19	233.37
: Finance Cost	507.24	435.79
Profit Before Extraordinary Item	419.05	489.73
Less: Extraordinary item	-	-
Profit Before Tax (PBT)	419.05	489.73
Less: Provision for Income Tax	136.44	184.29
: Deferred Tax	(14.59)	(13.34)
Profit After Tax(PAT)	297.19	318.78
Other Comprehensive Income net of tax	0.21	1.15
Total Comprehensive Income	297.40	319.93
Balance B/F	370.36	235.51
Balance available for appropriation	667.76	555.44
Less : Dividend & Dividend Tax	45.50	45.49
Less : T ransfer to General Reserve	250.00	300.00
Less : Adjustment relating to Fixed Assets	-	16.55
Add : Effective portion of gains/(losses) on designated portion of hedging instruments in a cash flow hedge	(183.36)	176.96
Balance transfer to Balance Sheet	188.90	370.36

SUMMARY OF OPERATIONS

During the year under review, the total revenue has increased from Rs. 16340.02 Lakhs to Rs. 16595.75 Lakhs. PAT for the Financial Year 2017-18 was Rs. 297.19 Lakhs as against Rs. 318.78 Lakhs in the previous Financial Year 2016-17. For the Financial Year 2017-18 total comprehensive income stood at Rs. 297.40 Lakhs vis-a-vis Rs. 319.93 Lakhs in the previous Financial Year 2016-17.

Segment-wise performance:-

From the very inception, the Company’s main activity is concentrated in the production and export of Industrial Safety gloves which are considered essential elements in minimizing health related risk at work places for over the two decades. With the passing of years, the Company has diversified its range of products encompassing various types of protective wears like industrial gloves of several varieties like leather, cotton, synthetic gloves, dotted gloves, industrial garments. The Company is planning to further diversify its range of products by manufacturing other safety products like shoes, both for export and domestic market.

Industrial Safety Hand Gloves:

During the year under review, the Gross revenue from export segment of hand gloves and safety wears accounted for 69% of the total revenue as against 74% in the previous year. Whereas, the net margin i.e. contribution to PAT from the export segment accounted for 82% in the Financial Year 201718 as against 72% in the Financial Year 2016-17.

Garments:

The contribution of garment sector was increased marginally from 25.46% to 30.59% in the Financial Year 2017-18. The Company is monitoring various control measures like inventory control, debtors control, cost control and the like which gives booster to increase not only contribution to Gross Revenue but also to their respective shares in the PAT. The Company is coming up with new segments of garments which will results in adding new customers and extending export market.

Windmill:

As compared to the aforesaid principal operating segments the Company has a third segment of operation i.e. generation of power through windmill. The revenue from windmill though being very insignificant i.e. Rs. 86.83 Lakhs only i.e. about 0.54% of the total revenue, it may be highlighted that the Company having already liquidated its entire loan liability for installation of windmills at Dhule in Maharashtra, the entire revenue generated from this sector goes to add up to the profit realisation of the Company without having effect on the cost of financing to the Company.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint Venture or Associate Company.

DIVIDEND

Your Directors are pleased to recommend dividend of Rs. 1.50 per equity share of Rs. 10 each for the Financial Year 2017-18 i.e. 15% on the paid up equity share capital of the company. The proposed dividend is subject to approval of shareholders in the ensuing Annual General Meeting of the Company and it would result in appropriation of Rs. 54.80 Lakhs (including Corporate Dividend Tax of Rs. 9.28 Lakhs).

RESERVES

Your Company proposes to transfer a sum of Rs. 250 Lakhs to the General Reserve and carry forward a balance Rs. 189 Lakhs in the Profit and Loss Account.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provision of Section 124(5) of the Companies Act, 2013 your Company has transferred Rs. 107,565/- during the Financial Year 2017-18 to the Investor Education and Protection Fund. This amount was lying unclaimed/ unpaid with the Company for a period of seven years after declaration of dividend for the Financial Year 2009-10.

Further the Company has also transferred 13,151 Equity Shares to the Investor Education and Protection Fund pursuant to the provision of Section 124(6) of the Companies Act, 2013 during the Financial Year 2017-18, in respect of which dividend had not been paid or claimed by the members for 7(seven) consecutive years or more.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATES AND THE DATEOFTHEREPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this Financial Statement relates and the date of this report.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year 2017-18, there has been no change in the nature of business of the Company.

SHARE CAPITAL

During the Financial Year 2017-18, the Company has allotted 5,20,000 Equity Shares on Preferential Allotment Basis pursuant to section 42 of the Companies Act, 2013 read with section 62 of the said Act, with a view to augment its working capital needs and repayment of outstanding unsecured loans. As on 31st March, 2018, the issued capital of your Company stood at Rs. 3,52,00,000/-. The paid-up Capital of your Company stood at Rs. 3,04,00,000/- comprising of 30,40,000 equity shares of Rs. 10/- each fully paid.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board consists of the following persons:

Key Managerial Personnel

1) Mr. Shri Krishan Saraf - Managing Director

2) Mr. Deo Kishan Saraf - Whole-time Director & Chief Financial Officer

3) Ms. Bandana Saha - Company Secretary & Compliance Officer

Non-Executive, Non-Independent Directors

1) Mrs. Rashi Saraf

Non-Executive, Independent Directors

1) Mr. Samir Kumar Ghosh

2) Mrs. Trishna Patodia Pereira (till 31st March, 2018)

3) Mr. Mukul Banerjee

None of the Directors of the Company is disqualified from being appointed as Directors under the provisions of section 164(2) of the Companies Act, 2013.

The Independent Directors has furnished required declarations pursuant to Section 149(7) of the Companies Act, 2013 confirming their respective independence.

In accordance with the provisions of Companies Act, 2013 and the Company’s Articles of Association, Mr. Deo Kishan Saraf (DIN: 00128804), Whole-time Director of the Company, will be subject to retire by rotation at the ensuring Annual General Meeting of the Company and being eligible offers himself for reappointment.

The above re-appointment forms part of the Notice of the ensuring Annual General Meeting.

The term of appointment of Managing Director expires with the close of Financial Year 2017-18. The Board has thus passed a resolution for re-appointment of Mr. Shri Krishan Saraf as Managing Director for a further period of 3(three) years subject to confirmation and approval of members in the ensuing Annual General Meeting.

The resolution for approval of such re-appointment forms part of the notice of the ensuring Annual General Meeting.

APPOINTMENT

- Ms. Bandana Saha, has been appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 5th February, 2018.

CESSATION

- Miss Shruti Poddar, Company Secretary & Compliance Officer has resigned from the said office with effect from 31st January, 2018.

- Mrs. Trishna Patodia Pereira, Independent Director, has submitted to the board her resignation with effect from 31st March, 2018.

FORMAL ANNUAL EVALUATION

The ultimate responsibility for good governance and prudent management of a Company lies with the Board of Directors of the Company. The Board is expected to exercise continuous proactive and effective decision making and implementation thereof with a view to achieve the desired goal. In this connection, the Nomination and Remuneration Committee had set out a framework of guidelines for the Board of Directors to undertake continuous evaluation of the performance of the Company while affirming the desired destination. The Board of Directors as a whole is required to display its commitment to Good Governance ensuring a constant improvement of processes and procedures wherein, each individual member of the Board is committed to contribute his best in the overall growth of the organisation.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2017-18, the Board of Directors of the Company, met eight (8) times on 30th May 2017, 7th July 2017, 14th August 2017, 23rd August 2017, 14th October 2017, 14th November 2017, 8th December 2017 and 14th February 2018. Further, a separate meeting of the Independent Directors of the Company was also held on 14th November, 2018, whereat the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were discussed.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT - 9 forms part of the Board’s Report and is annexed herewith as Annexure - I.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

a) in the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of Financial Year March 31, 2018 and the Profit or Loss of the Company for that period;

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

d) the Directors had prepared the Annual Accounts for the Financial Year ended March 31, 2018 on a going concern basis;

e) the Directors had laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls were adequate and operating effectively;

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

AUDITORS

1. STATUTORY AUDITORS

At the Annual General Meeting (AGM) held on 21st September, 2017, M/s. SRB & Associates, Chartered Accountants (Firm Reg. No. 310009E) had been appointed as the Statutory Auditors of the Company in terms of the provisions of section 139 of the Companies Act, 2013 for a consecutive period of 5(five) years, subject to the approval of members in every Annual General Meeting. However, the ratification by members at every Annual General Meeting is done away with vide MCA commencement notification of Companies Act, 2017 dated 07th May, 2018.

Further, the report of the Statutory Auditors when read with Notes and Schedules as annexed are self-explanatory and therefore do not call for any further comments.

2. COST AUDITORS

In view of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 the provisions of Cost Audit is not applicable on the products of the Company for the Financial Year 2017-18.

3. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding rules framed thereunder, M/s Rekha Goenka & Associates, Company Secretaries, was appointed as the Secretarial Auditor of the Company to carry out the secretarial audit for the Financial Year ended 31st March, 2018.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report given by the Secretarial Auditors is annexed to this Report as Annexure - II. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

PUBLIC DEPOSIT

The Company has not accepted any deposits from the public during the year as defined under Section 73 of the Companies Act, 2013. Deposit outstanding as on 31st March, 2018 including unclaimed deposit was Nil.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

The Company has in place adequate internal financial controls with reference to Financial Statement. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the Financial Year ended 31st March, 2018 no Loan or Guarantees u/s 186 of the Companies Act, 2013 was made or provided by the Company. The particulars of investments made by the Company under Section 186 forms part of the notes to the Financial Statement annexed to this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Reference is made to the disclosures included in the notes to the Financial Statement pursuant to the provisions of Section 129 read with Schedule III to the Companies Act, 2013 which shows the Related Party Transactions entered into during the year. However, it may be noted that all transactions with the related party had been made in the normal course of business at arm’s length basis. Moreover, appointment in office of profit (appointment of Mrs. Priya Saraf, daughter-in-law of Mr. Shri Krishan Saraf, Managing Director) was made during the year upon approval of Audit Committee and the Board of Directors.

HUMAN RESOURCE

The total number of Employees of the Company as on 31st March, 2018 was 177.Your Company believes that employees are the most valuable assets of an organization and the optimum utilization of the skill, knowledge and attitude they possess are instrumental to the growth of the organization.

The Company has in place Policy on Prevention of Sexual Harassment of Women in line with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaint has been received during the year under review.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company comprises of 4 (four) members, namely Mr. Samir Kumar Ghosh, Mr. Deo Kishan Saraf, Mrs. Trishna Patodia Pereira and Mr. Mukul Banerjee. Majority of them are Independent Directors with exception of Mr. Deo Kishan Saraf, who is an Executive Director cum CFO. Mr. Samir Kumar Ghosh, an Independent Director, is the Chairman of the Audit Committee. The committee met 4(four) times during the year on 30th May 2017, 14th August 2017, 14th November 2017 and 14th February 2018. The Board accepted the recommendations of the Audit Committee as were made by it during the year.

The composition of the Committee, number and dates of the Audit Committee meeting along with the attendance details of the members are given separately in the Corporate Governance Report annexed herewith as Annexure - III. NOMINATION AND REMUNERATION COMMITTEE Your Company has Nomination and Remuneration Committee pursuant to the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee comprises of 3(three) members namely Mr. Samir Kumar Ghosh, Mrs. Trishna Patodia Pereira and Mr. Mukul Banerjee. The functions of this Committee include identification of persons who are qualified to become Directors and who may be appointed as Senior Management, formulation of criteria for determining qualifications, positive attributes, independence, recommendations of their appointments to the Board, evaluation of every Director’s performance, formulation of Remuneration Policy to include recommendation of remuneration for Directors, Key Managerial Personnel and Senior Management.

The Company’s Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Other Employees is available on the Company’s website-http://www.acknitindia.com/corporate-policies/nomination-and-remunertion-policy.pdf

The details of terms of reference of the Nomination and Remuneration Committee, number and dates of the meetings held, attendance of the Directors and remuneration paid to all the Directors during the Financial Year ended 31st March, 2018, are given separately in the Corporate Governance Report annexed herewith as Annexure- III.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Company has Stakeholders Relationship Committee pursuant to section 178 of the Companies Act, 2013 which comprises of 5(five) members, namely Mr. Samir Kumar Ghosh, Mr. Deo Kishan Saraf, Mrs. Trishna Patodia Pereira, Mr. Mukul Banerjee and Mrs. Rashi Saraf. The committee is headed by Mr. Samir Kumar Ghosh.

During the year under review, the Stakeholders Relationship Committee met three (3) times during the year on 14th August 2017, 14th November 2017 and 14th February 2018, in order to take on note the share transfer / transmission / remat of shares / sudivision as intimated by the RTA of the Company.

The composition of the Committee, number and dates of the Stakeholders Relationship Committee meeting along with the attendance details of the members are given separately in the Corporate Governance Report annexed herewith as Annexure- III.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company’s Whistle Blower Policy encourages Directors and employees to bring to the Company’s attention, instances of unethical behaviour and actual or suspected incidents of fraud or violation of the Acknit Code of Conduct that could adversely impact the Company’s operations, business performance and / or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Company’s Policy to ensure that no employee is victimised or harassed for bringing such incidents to the attention of the Company. The practice of the Whistle Blower Policy is overseen by the Audit Committee of the Board and no employee has been denied access to the Committee. The Whistle-blower Policy is available on the Company’s corporate website- http://www.acknitindia.com/corporate-policies/whistle-blower-policy-acknit.pdf CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not covered under the purview of Section 135 of Companies Act, 2013, hence CSR provisions are not applicable.

CORPORATE GOVERNANCE

Your Company uphold the standard of good corporate governance and is compliant with the provisions as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 both in letters and spirits. The Company’s core values of honesty and transparency have been followed in every line of business decision making since its inception.

The Corporate Governance Report giving details as required under Paragraph C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure - III. The Corporate Governance Certificate for the year ended 31st March, 2018 as issued by M/s Rekha Goenka & Associates, Practising Company Secretaries is also attached hereto as Annexure - IV which forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34(2) read with Paragraph B of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report is attached hereto as Annexure - V which forms part of this Report.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached hereto as Annexure - VI which forms part of this Report.

PARTICULARS OF EMPLOYEES

The information on particulars of employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached hereto as Annexure - VII which forms part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There was no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and/ or Company’s operations in future.

CREDIT RATINGS

ICRA Ltd. vide their rating report of March, 2018 has upgraded the following ratings of your Company’s financial instruments:

Instrument	Rating action (March 2018)
Long-Term Cash Credit	[ICRA]BBB- Reaffirmed with outlook revised from negative to stable
Long-Term Term Loan	[ICRA]BBB- Reaffirmed with outlook revised from negative to stable
Long-Term Bank Guarantee	[ICRA]BBB- Reaffirmed with outlook revised from negative to stable
Short-Term Non-Fund Based Limits	[ICRA]A3

LISTING OF SHARES

The shares of the Company are listed on The Calcutta Stock Exchange Ltd (CSE) and The Bombay Stock Exchange Ltd (BSE). The listing fee for the Financial Year 2017-18 has already been paid to BSE while rectified bill from CSE was received after the closure of the Financial Year 2017-18, the payment of which was duly made.

As there is no trading in CSE since last decade, listing on the CSE are not providing any significant tangible advantage to the shareholders and investors of the Company, the Board of Directors of the Company has applied for Voluntary Delisting to CSE vide its resolution dated 23rd August, 2017 in order to avoid unnecessary financial and administrative burden due to multiple compliance of the various regulations of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and other applicable regulations. The delisting application is still under process.

MANAGING DIRECTOR’S CERTIFICATE

Managing Director’s Certificate under Regulation 34(3) read with Paragraph D of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on compliance of Code of Conducts is attached hereto as Annexure - VIII which forms part of this Report.

ACKNOWLEDGEMENT

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, regulators, banks, financial institutions and others concerned. The Company also extend its thankful appreciation of the services of the employees and staff of the Company without whose hard work and involvement the desired results of the Company could not be achieved. The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and all its shareholders at large.

For and on behalf of the Board of Directors

For Acknit Industries Limited

Shri Krishan Saraf Deo Kishan Saraf

Managing Director Whole-time Director & CFO

DIN-00128999 DIN-00128804

Place: Kolkata

Date: 30th May, 2018

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Mar 31, 2015

Dear Shareholders,

On behalf of the Board of Directors, it is our pleasure to present the 25th Annual Report together with the Audited Statement of Accounts of ACKNIT INDUSTRIES LIMITED ("the Company") for the year ended March 31,2015.

FINANCIAL RESULTS

(Rs, in Lacs)

Year Ended Year Ended 31st March, 31st March, 2015 2014

Gross Revenue 14872 13430

Other Income 383 36

Total Revenue 15255 13466

Less: Total Expenditure 14349 12708

Gross Profit 906 758

(before Depredation & Finance Cost)

Less: Depreciation 145 172

: Finance Cost 321 205

Profit Before Extraordinary Item 440 381

Less: Extraordinary item - -

Profit Before Tax (PBT) 440 381 Less: Provision for Income Tax 141 139 : Deferred [2] (5)

Profit After-tax(PAT) 301 247

Balance B/F 136 133

Balance available for appropriation 437 380

Less: Dividend & Dividend Tax 45 44

Less: Transfer to General Reserve 200 200

Less: Adjustment relating to fixed Assets 11 -

Balance transfer to Balance Sheet 181 136

SUMMARY OF OPERATIONS

During the year, the net revenue from operations of your Company increased by 10.74% from Rs,134.30 Crores to Rs,148.72 Crores. For Financial Year 2014-15, your Company's profit after tax stood at Rs, 3.01 Crores vis-a-vis Rs, 2.47 Crores in the previous year, registering a growth of 21.86%.

RESERVES

The company has transferred a sum of Rs, 2 crore to General Reserve during the year which is equal to the sum transferred in the previous year.

CAPITAL/ FINANCE

During the year, the Company did not issue/allot any Shares/Securities.

As on 31st March, 2015, paid up share capital of your Company stood at Rs, 2,52,00,000/-, comprising 25,20,000 Equity shares of Rs,10/-each.

DIVIDEND

Your Directors have recommended a dividend of 15% on equity shares i.e Rs, 1.50 per share for the financial year ended March 31, 2015, amounting to Rs, 0.45 crore (inclusive of tax of Rs, 0.08 crore). The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend, if approved will be paid to members whose names would appear in the Register of Members as on 16.09.2015.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has already filed the necessary form(s) and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 9th September, 2014) with the Ministry of Corporate Affairs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. S. K. Saraf was re-appointed as Managing Director of the Company for three years w.e.f 01.04.2015 whose appointment shall be subject to confirmation by the members at the forthcoming Annual General Meeting (AGM).

During the year Mr. Manindra Kumar Nath (DIN - 02666031), Director of the Company passed away on 31st December, 2014. The Board of Directors of the Company expressed their deep condolences at the sad demise of Mr. Nath and prayed that may his soul rest in peace. Mrs. Trishna Patodia Pereira (DIN - 03501546) was appointed as a Non-Executive Independent Additional Director to fill the vacancy caused by the death of Mr. Manindra Kumar Nath w.e.f. 1st June, 2015 whose appointment office shall be subject to confirmation by the members at the forth coming AGM.

As per provisions of the Companies Act, 2013 Mr. D.K. Saraf, shall retire at the ensuing Annual General Meeting of the Company being eligible, offers himself for re-appointment. The Board of Directors recommend his re-appointment.

During the year Mr. D. K. Saraf, Director of the Company was appointed as the Chief Financial Officer (CFO) of the Company w.e.f. 30th September, 2014.

During the year Mrs. Kusum Saraf (DIN- 01503955) was appointment as Non-Executive Non-independent Additional Director who shall hold office until the conclusion of the forthcoming AGM. Mrs. Kusum Saraf has expressed her unwillingness to be re-appointed as a Director of the Company.

During the year Mr. Deepa Singh resigned from the office of the Company Secretary and Compliance Officer of the Company w.e.f 31.05.2015 and Mr. Mithun Paul was appointed as the Company Secretary and Compliance Officer in her place w.e.f. 01.06.2015.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors confirm having:

a) Followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures, if any;

b) Selected such accounting policies and applied them consistently and made judgments and estimates that are 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 financial year and of the Profit of the Company for that year;

c) Taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) Prepared the Annual Accounts on a going concern basis;

e) Laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) Devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report along with the requisite certificates confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance separately as annexure.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section of this Annual Report as annexed.

CREDIT RATING

ICRA Ltd. vide their rating report of February, 2015 has reaffirmed the following ratings of your Company's financial instruments:

Instrument Rating action (as in February 2015)

Cash credit [ICRA]BB (Stable) reaffirmed

Term loan [ICRA]BB (Stable) reaffirmed

Bank guarantee [ICRA]BB (Stable) reaffirmed

Non-Fund Based Limits [ICRA]A4 reaffirmed

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return is Annexed as Annexure 1.

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

In the last Annual General Meeting (AGM) held on 9th September, 2014, M/s. R. K. Bajaj & Co., Chartered Accountants (Firm Regn. No. 314140E) had been appointed as the Statutory Auditors of the Company for a period of Three (3) years. Ratification of the appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM, pursuant to Sec. 139 of the Companies Act, 2013

Further, the report of the Statutory Auditors when read with Notes and Schedules as annexed are self-explanatory and do not call for any further comments.

COST AUDIT

As per the Cost Audit Orders, Cost Audit was applicable to the Company's Apparel, Clothing and Leather products for the FY 2013-14.

However in view of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the provisions of Cost Audit is no longer applicable on the products oftheCompanyfortheFY2014-15.

SECRETARIALAUDIT

In terms of Section 204 of the Act and Rules made there under, Mr. Rajarshi Ghosh, Practicing Company Secretary, has been appointed as the Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure 2 to this report.

The report is self-explanatory and do not call for any further comments.

PUBLIC DEPOSIT

The Company has not accepted or renewed any public deposits as defined under section 58A of the Companies Act,1956/Sec. 73 of the Companies Act, 2013, during the year. Under the above provisions, there is no deposit lying with the Company as on 31.03 2015.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information on particulars of conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, forms a part of this report and a statement on the above is annexed as Annexure 3.

PARTICULARS OF EMPLOYEES

The information on particulars of employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 4.

ACKNOWLEDGMENTS

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the Clients, Vendors, Shareholders, Bankers and Advisors of the Company for their continued support during the year.

Your Directors also thank the Central and State Government(s) and other statutory authorities for their continued support during the year.

We now look forward to the future with confidence and optimism.

For and on behalf of the Board of Directors

For Acknit Industries Limited

Shri Krishan Saraf Deo Kishan

Saraf Managing Director & CEO

Whole-time Director & CFO

Place: Kolkata

Date: 15th July, 2015

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Mar 31, 2013

The Directors have pleasure in presenting the 23rd Annual Reports of your company alongwith the operating and financial results for the year ended 31st March,2013.

FINANCIAL RESULTS

(Rs.in Lacs)

Year Ended Year Ended 31st March, 31st March, 2013 2012

Gross Sales 9660 8904

Other Income 84 23

Total Revenue 9744 8927

Less: Total Expenditure 9020 8247

Gross Profit 724 680 (before Depreciation & Finance Cost)

Less : Depreciation 171 162

: Finance Cost 308 297

Profit before Extraordinary item 245 221

Less: Extraordinary Item

Profit before Tax (PBT) 245 221

Less : Provision for Income Tax 104 71

: Deferred Tax (12) 2

Profit after Tax (PAT) 153 148

Balance B/F 124 120

Balance available for appropriation 277 268

Less : Dividend & Dividend Tax 44 44

Less : Transfer to General Reserve 100 100

Balance transfer to Balance Sheet 133 124

Review of Performance

During the year under review the Indian Economy has passed through a continued slow down of growth rates, overall runaway inflation, high interest rates, falling industrial output, depreciating rupee and last but not the least the global uncertainty causing reduction in Export Orders severely hurting the economic activities. This had a major adverse impact on the expansion programme of the company.

Inspite of so many obstacles, your directors with the support of its Management team and other stakeholders of the company succeeded in steering the company to a commendable performance of the company as compared to the last financial year.

The company reported income from operation amounting to Rs. 96.60 crores during the year under review as compared to Rs. 89.04 Crores during the previous year, that is a growth of 8.5% which is more than the average growth rate of the country. The net profit after Tax during the year ended 31st March,2013 was Rs. 1.53 Crores as against Rs. 1.48 Crores in the previous year inspite of alround increase in cost of operation caused by galloping inflation in the country.

DIVIDEND

Your Directors have recommended a dividend of 15% on equity shares i.e. Rs. 1.50 per share which together with dividend tax is expected to absorb Rs. 0.44 Crores.

DIRECTORS

In accordance with the statutory provisions Mr.M.K Nath, an Independent, Non-Executive Director retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers himself for re-appointment.

The Particulars of the Director seeking appointment/re- appointment has duly been furnished as part of the notes to the notice convening the ensuing Annual General Meeting pursuant to clause 49 of the Listing Agreement.

None of the Directors of the Company is disqualified in terms of section 274 (I) (g) of the Companies Act 1956, as amended.

AUDITORS

The Auditors of the company, M/S. R.K. Bajaj & Co., Chartered Accountants, retires at the forthcoming Annual General meeting and have given their consent for re-appointment and also notified that if appointed, such re-appointment will be within the prescribed limits u/s 224 (IB) of the Companies Act,1956 and they are duly qualified to accept such assignment.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In terms of Section 205A & 205C of the companies Act,1956 the company has since transferred during the year a sum of Rs. 70,344/- (Rupees Seventy Thousand Three Hundred Forty Four Only) to the Investor Education & Protection Fund created by Central Government, since these dividends remained unclaimed for 7 years.

LISTING

The Equity Shares of the company are listed at the Bombay Stock Exchange Ltd.(BSE) and the Calcutta Stock Exchange Ltd. (CSE)

CORPORATE GOVERNANCE

The Company believes that Corporate Governance is a way of business life rather than a legal compulsion. Although the provisions u/s 292 A of the Companies Act,1956 and/or the provisions of clause 49 of the Listing Agreement corresponding to the legal obligation for corporate governance, are not attracted to the company, your directors being committed to best management practices and adhering to the policy of full transparency, enclose herewith a Report on Corporate Governance as at 31st March, 2013 and a Report on Management Discussion and Analysis as annexure A & B and forming part of this Report.

COST COMPLIANCE / COST AUDIT

Your company has appointed M/s Patangi & Co. Cost Accountants to furnish cost compliance certificate for the financial year ended 31st March, 2012. In respect of the financial year ended 31st March, 2013, your company has appointed M/s. Patangi & Co., Cost Accountants, as a Cost Auditor for audit of cost records maintained by the Garment Div. The due date for filing the Cost Audit Report is 27th September, 2013.

PUBLIC DEPOSITS

The company has not accepted or renewed any Public Deposits as defined under section 58A of the Companies Act,1956 during the year .

PARTICULARS OF CONSERVATION OF ENERGY TEHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO

The Information on particulars of conservation of Energy, technology absorption and foreign Exchange earnings & outgo as required under section 217 (I) (e) of the Companies Act,1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) rules,1988 forms a part of this Report as Annexure C.

Particulars of Employees

The information on Particulars of Employees as required under section 217 (2A) of the Companies Act,1956 read with the Companies (Particulars of Employees) Rules,1975 in respect of the Company is not attracted to the company.

Directors'' Responsibility Statement

As required u/s 217(2AA) of the Companies Act,1956, Your Directors confirm having :

a) Followed in the preparation of the Annual Accounts, the applicable Accounting Standards with proper explanation relating to material departures, if any;

b) Selected such accounting policies and applied them consistently and made judgments and estimates that are 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 financial year and of the Profit of the company for that year;

c) Taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d) Prepared the Annual Accounts on a going concern basis.

COMPLIANCE CERTIFICATE

The provisions u/s 383A of the Companies Act,1956 regarding obtaining compliance certificate from practicing Company Secretary, have since been extended to companies having a paid-up Capital upto Rs. 5.00 Crores. Accordingly, your company has since obtained such Compliance Certificate for the year ended 31.03.2013 from Mr. Rajarshi Ghosh, a Company Secretary in practice, a copy thereof is annexed hereto as part of the Director''s Report as Annexure ''D''.

PERSONNEL AND INDUSTRIAL RELATION

All along, the Company maintained a cordial and harmonious relationship with its employees at all level. Your directors put on record their appreciation of the hard work and efficiency of its employees which enabled the Company to achieve its objectives.

CAUTIONARY STATEMENT

The statements made in this report describing Company''s estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company''s operations include demand supply conditions, raw material prices, changes in Government regulations, tax regimes, economic developments of the country and other factors like litigations and labour negotiations, etc.

CONCLUSION

Your Directors place on record their appreciation of the co- operation and support received from investors, customers, shareholders, bankers, vendors and statutory and Regulatory Authorities. Your Directors also thank the employees for their significant contribution in Company''s performance. Your Directors now look forward to the future with confidence and optimism.

For and on behalf of the Board of Directors

Acknit Industries Limited

D. K. Saraf

Whole Time Executive Director

Place : Kolkata S. K. Ghosh

Dated : The 30th day of May 2013 Director

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Mar 31, 2012

The Directors have pleasure in presenting the 22nd Annual Report of your company aiongwith the operating and financial results for the year ended 31st March, 2012.

FINANCIAL RESULTS (Rs.in Lacs) Year Ended Year Ended 31s'March, 2012 31st March, 2011

Gross Sales 8,904 6,503

Other Income 23 171

Total Revenue 8,927 6,674

Less: Total Expenditure 8,247 6,063

Gross Profit ( before Depreciation & Finance Cost) 680 611

Less : Depreciation 162 154

: Finance Cost 297 259

Profit Before Exceptional Items & Tax 221 198

Less : Exceptional Item - 29

Net Profit Before Tax ( PBT) 221 169

Less : Provision for Income Tax 71 40

: Deferred Tax 2 (19)

Profit after Tax ( PAT) 148 148

Balance B/F 120 96

Total amount available for appropriation 268 244

Less : Dividend & Dividend Tax 44 44

Less : Transfer to General Reserve 100 80

Balance Transfer to Balance Sheet 124 120

OPERATING PERFORMANCE

The year commenced with an optimistic note and the order book being sufficient with diverse enquiries and fresh orders.

The management succeeded in increasing the sales turnover after recovery of initial set back caused by fire in one of its unit at FSEZ at the end of the previous year and the Annual Turnover of the company was increased by about 37 % over the previous year and your directors are optimistic about sustaining the growth momentum.

The turnover of the company during the year under review was 189.27 Crores as against 166.74 crores in the last year, the gross profit was also increased to Rs. 6.80 crores from Rs. 6.11 crores in the previous year and the net profit aftertax was Rs. 1.48 crores which works out to an EPS ofRs. 5.89 per share as against Rs. 5.87 per share in the previous year.

DIVIDEND

Your Directors have recommended a dividend of 15% on equity shares which together with dividend tax is expected to absorb Rs. 43.93 Lacs.

DIRECTORS

In accordance with the statutory provisions Shri S.K Ghosh, an Independent, Non-Executive Director retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers himself for re-appointment.

The Particulars of Directors seeking appointment/re-appointment have duly been furnished as part of the notes to the notice convening the ensuing Annual General Meeting pursuant to clause 49 of the Listing Agreement.

None of the Directors of the Company is disqualified in terms of section 274 (I) (g) of the Companies Act 1956, as amended.

AUDITORS

The Auditors of the company, M/S. R.K. Bajaj & Co., Chartered Accountants, retires at the forthcoming Annual General Meeting and have given their consent for re-appointment and have also notified that if appointed, such re-appointment will be within the prescribed limits u/s 224 (IB) of the Companies Act,1956 and they are duly qualified to accept such assignment.

INFORMATION U/S 217 OF THE COMPANIES ACT,1956

a. Conservation of Energy,etc.

Information pursuant to section 217 (1) (e) of the Companies Act,1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule,1988 and forming part of this Report is annexed hereto as “Annexure C”.

b. Particulars of Employees

The Company has no employee drawing remuneration in excess of the prescribed limits u/s 217 (2A) of the Companies Act, 1956.

c. Directors' Responsibility Statement

As required u/s 217(2AA) of the Companies Act,1956, Your Directors confirm having :

a) Followed in the preparation of the Annual Accounts, the applicable Accounting Standards with proper explanation relating to material departures, if any;

b) Selected such accounting policies and applied them consistently and made judgments and estimates that are 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 financial year and of the Profit of the company for that year;

c) Taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d) Prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

The company believes that Corporate Governance is a way of business life than a legal compulsion.

Though the provisions of Section 292 A of the Companies Act, 1956 and/or clause 49 of the Listing Agreement corresponding to the legal obligation for Corporate Governance, are not applicable to the Company, your Directors are committed to the application of best management practices, Compliance with Law and adherence to ethical standard while discharging social responsibilities. A report on Corporate Governance is annexed hereto separately as part of this report and marked as ‘8'.

MANAGEMENT DISCUSSION AND ANALYSIS

A Separate Report on management Discussion and Analysis is annexed hereto, and marked as ‘A'. PUBLIC DEPOSITS

The Company has not accepted or renewed any Public Deposit, as defined u/s 58A of the Companies Act,1956, during the year under review.

COMPLIANCE CERTIFICATE

The provisions u/s 383A of the Companies Act, 1956 regarding obtaining compliance certificate from practicing Company Secretary, have since been extended to companies having a paid-up Capital upto Rs. 5.00 Crores. Accordingly, your company has since obtained such Compliance Certificate for the year ended 31.03.2012 from Mr. Rajarshi Ghosh, a Company Secretary in practice, a copy thereof is annexed hereto as part of the Director's Report and marked as Annexure ‘D PERSONNEL AND INDUSTRIAL RELATION

All along, the Company maintained a cordial and harmonious relationship with its employees at all level. Your directors put on record their appreciation of the hard work and efficiency of its employees which enabled the Company to achieve its objectives.

CAUTIONARY STATEMENT

The statements made in this report describing Company's estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company's operations include demand supply conditions, raw material prices, changes in Government regulations, tax regimes, economic developments of the country and other factors like litigations and labour negotiations, etc.

CONCLUSION

Your Directors place on record their appreciation of the co-operation and support received from investors, customers, shareholders, bankers, vendors and statutory and Regulatory Authorities. Your Directors also thank the employees for their significant contribution in Company's performance. Your Directors now look forward to the future with confidence and optimism.

For and on behalf of the Board of Directors Acknit Industries Limited

D. K. Saraf Executive Director

Place : Kolkata S. K. Ghosh

Dated : The 22nd day of August 2012 Director

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Mar 31, 2011

The Directors have pleasure in presenting the 21st Annual Report of your company alongwith the operating and financial results for the year ended 31st March, 2011.

FINANCIAL RESULTS (Rs. in Lacs)

Year Ended Year Ended 31st March, 2011 31st March, 2010

Gross Sales (Including Customs Duty) 6539.26 4376.34

Other Income (Including Extra Ordinary items) 180.14 102.15

Less : Total Expenditure 6148.33 4082.52

Gross Profit ( before Depreciation & Interest) 571.07 395.97

Less : Depreciation 153.84 151.56

: Interest 248.54 137.46 Net Profit before Taxation ( PBT) 168.69 106.95

Less : Provision for Income Tax 40.29 19.00

: Deferred Tax (19.46) 0.50

Profit after Tax ( PAT) 147.86 87.45

Balance B/F 96.40 93.17

Less : Dividend & Dividend Tax 43.93 44.22

Less : Transfer to General Reserve 80.00 40.00

Balance C/F to Balance Sheet 120.33 96.40

OPERATING PERFORMANCE

The year under review was full of ups and downs. The year commenced with an optimistic note and the order book being sufficient with diverse enquiries and fresh order, the management undertook an expansion program and installed a lot of sophisticated machine for increasing the capacity. But unfortunately around mid of September, 2010, there was an unforeseen set back caused by a devastating fire at one of the unit at Falta SEZ at sector-I. Several consignment of finished goods which were ready for shipment and lying at the unit situated at FSEZ at sector-I was destroyed and burnt out and at the same time numbers of knitting and other ancillary machines were damaged and fully burned and destroyed by fire. However, the management with its relentless efforts and with the coordination of the Insurance Company could recover the situation within a very short time and made the affected unit in workable condition. In the process of restructuring the burnt out unit, the other unit at Falta SEZ which was unaffected by the said fire accommodated part of the machineries and stock that was recovered in the burnt out unit. Those machines overworked in the new accommodation to successfully maintains company's export commitment. Such efforts of the management helped the company to increase its turnover in the face of debacle and also to receive increased orders from the overseas market.

Thereafter, the management succeeded in increasing the sales turnover after recovery of initial set back caused by fire and at the end of the year the Annual Turnover of the company was increased by 50 % over the previous year and your directors are optimistic about sustaining the growth momentum. The turnover of the company during the year under review was Rs.65.26 Crores as against Rs.43.34 crores in the last year, the gross profit was also increased to Rs.5.71 crores from Rs.3.96 crores in the previous year and the net profit after tax was Rs.1.48 crores which works out to an EPS of Rs.5.87 per share as against Rs.3.47 per share in the previous year.

DIVIDEND

Your Directors have recommended a dividend of 15% on equity shares which together with dividend tax is expected to absorb Rs.43.93 Lacs.

DIRECTORS

In accordance with the statutory provisions Shri D.K Saraf, Executive Promoter Director retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers himself for re-appointment.

The Particulars of Directors seeking appointment/re-appointment have duly been furnished as part of the notes to the notice convening the ensuing Annual General Meeting pursuant to clause 49 of the Listing Agreement.

None of the Directors of the Company is disqualified in terms of section 274 (I) (g) of the Companies Act 1956, as amended.

AUDITORS

The Auditors of the company, M/S. R.K. Bajaj & Co., Chartered Accountants, retires at the forthcoming Annual General meeting and have given their consent for re-appointment and have also notified that if appointed, such re-appointment will be within the prescribed limits u/s 224 (IB) of the Companies Act,1956 and they are duly qualified to accept such assignment.

INFORMATION U/S 217 OF THE COMPANIES ACT,1956

a. Conservation of Energy,etc.

Information pursuant to section 217 (1) (e) of the Companies Act,1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule,1988 and forming part of this Report is annexed hereto as "Annexure C".

b. Particulars of Employees :-

The Company has no employee drawing remuneration in excess of the prescribed limits u/s 217 (2A) of the Act.

c. Directors' Responsibility Statement

As required u/s 217(2AA) of the Companies Act,1956, Your Directors confirm having :

a) Followed in the preparation of the Annual Accounts, the applicable Accounting Standards with proper explanation relating to material departures, if any;

b) Selected such accounting policies and applied them consistently and made judgments and estimates that are 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 financial year and of the Profit of the company for that year;

c) Taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d) Prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

The company believes that Corporate Governance is a way of business life than a legal compulsion. Though the provisions of Section 292 A of the Companies Act, 1956 and/or clause 49 of the Listing

Agreement corresponding to the legal obligation for Corporate Governance, are not applicable to the Company, your Directors are committed to the application of best management Practices, Compliance with Law and adherence to ethical standard while discharging social responsibilities. A report on Corporate Governance is annexed hereto separately as part of this report and marked as 'B'.

MANAGEMENT DISCUSSION AND ANALYSIS

A Separate Report on management Discussion and Analysis is annexed hereto, and marked as 'A'.

PUBLIC DEPOSITS

The Company has not accepted or renewed any Public Deposit, as defined u/s 58A of the Companies Act,1956, during the year under review.

PERSONNEL AND INDUSTRIAL RELATION

All along, the Company maintained a cordial and harmonious relationship with its employees at all level. Your directors put on record their appreciation of the hard work and efficiency of its employees which enabled the Company to achieve its objectives.

CAUTIONARY STATEMENT

The statements made in this report describing Company's estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company's operations include demand supply conditions, raw material prices, changes in Government regulations, tax regimes, economic developments of the country and other factors like litigations and labour negotiations, etc.

CONCLUSION

Your Directors place on record their appreciation of the co-operation and support received from investors, customers, shareholders, bankers, vendors and statutory and Regulatory Authorities. Your Directors also thank the employees for their significant contribution in Company's performance. Your Directors now look forward to the future with confidence and optimism.

For and on behalf of the Board of Directors

Acknit Industries Limited

D. K. Saraf

Executive Director Place : Kolkata S. K. Ghosh

Date : The 18th day of July, 2011 Director

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Mar 31, 2010

The Directors have pleasure in presenting the 20th Annual Reports of your company along with the operating and financial results for the year ended 31st March, 2010.

FINANCIAL RESULTS (Rs. in Lacs)

Year Ended Year Ended 31 st March, 2010 31st March, 2009

Gross Sales (including Customs Duty) 4376.34 6192.17

Other Income (Including Extra Ordinary items) 102.15 66.90

Less: Total Expenditure 4082.52 5794.13

Gross Profit (before Depreciation & Interest) 395.97 464.94

Less: Depreciation 151.56 149.82

lnterest 137.46 14551

Net Profit before Taxation (PBT) 106.95 169.61

Less : Provision for Income Tax & FBT 19.00 21.77

Deferred Tax 0.50 12.92

Profit after Tax (PAT) 87.45 134.92

Balance B/F 93.17 92.47

Less:Dividend & Dividend Tax 44.22 44.22

Less : Transfer to General Reserve 40.00 90.00

Balance C/F to Balance Sheet 96.40 93.17

OPERATING PERFORMANCE

In the recent past the International Economy witnessed unprecedented recession affecting all round business activities. The Developed European Countries were hit most by the recession curbing generation of their orders lor supplies. And your company being engaged in 100% EOU is fully dependent on orders from the European Union Although there was a sign of recovery, lull restoration of activities in the west was not achieved during the year in question resulting in a substantial reduction in the companys sales and Turnover. Gross Turn over of the company was reduced by about 29% as against the previous year from Rs. 61.92 Crores to Rs. 43.76 Crores. The changed situation in the European Countries has led to serious price war amongst the low cost Asian Countries and in order to maintain the bare break even, the company was forced to offer more and more discounts to retain its customers. Your directors are hopeful that Global Economy will be brought back to its normal track and the crisis of reduced business orders will be over very soon and the company is expected to be brought back to its normal growth track by the end of the current fiscal.

The turn over of the company during the year under review was Rs. 43.76 Crores as against Rs. 61.92 crores in the last year, the gross profit was also reduced to Rs.3.96 crores from Rs.4.65 crores in the previous year and the net profit after tax was Rs.0.87 crore which works out to an EPS of Rs.3.47 per share.

DIVIDEND

Your Directors have recommended a dividend of 15% on equity shares which together with dividend tax is expected to absorb Rs. 44.22 Lacs.

DIRECTORS

In accordance with the statutory provisions Shri M. K. Nath, Non Executive Independent Director retiree by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers himself for re-appointment.

The Particulars of Directors seeking appointment/re-appointment have duly been furnished as part of the notes to the notice convening the ensuing Annual General Meeting pursuant to clause 49 of the Listing Agreement. I

None of the Directors of the Company is disqualified in terms of section 274 (I) (g) of the Companies Act 1956, as amended.

AUDITORS

The Auditors of the company, M/s. R.K Bajaj & Co., Chartered Accountants, Kolkata, retires at the forthcoming Annual General Meeting and have given their consent tor re-appointment and have also notified that if appointed, such re-appoirtment will be within the prescribed limits u/s 224 (IB) of the Companies Act, 1956 and they are duly qualified to accept such assignment.

INFORMATION U/S 217 OF THE COMPANIES ACT, 1956

a. Conservation of Energy, etc.

Information pursuant to section 217 (i) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule, 1988 and forming part of this Report is annexed hereto as Annexure C.

b. Particulars of Employees :-

The Company has no employee drawing salaries in excess of the prescribed limits u/s 217 (2A) of the Act.

c. Directors Responsibility Statement u/s 217 (2AA) of the Companies Act, 1956 :- The Directors hereby confirm

a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures ;

b) That the directors have selected such accounting policies and adopted them consistently and made judgments and estimates that are 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 financial year and of the Profit of the company for the year;

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

d) That the directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

The company believes that Corporate Governance is a way of business life than a legal compulsion. Though the provisions of 292 A of the Companies Act, 1956 and/or clause 49 of the Listing Agreement corresponding to the Legal obligation for Corporate Governance, are not applicable to this Company, your Directors are committed to the application of best management Practices, Compliance with Law and adherence to ethical standard while discharging social responsibilities. A report on Corporate Governance is annexed hereto separately as part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

A Separate Report on management Discussion and Analysis is annexed hereto

PUBLIC DEPOSITS

The Company has not accepted or renewed any Public Deposit, as defined u/s 58A of the Companies Act. 1956. during the year under reveiw.

COMPLIANCE CERTIFICATE

The provisions u/s 383A of the Companies Act. 1956 regarding obtaining compliance certificate from practising Company Secretary, have since been extended to companies having a paid-up capital of not exceeding Rs. 5.00 Crores. Accordingly, your company has since obtained such Compliance Certificate for the year ended 31.03.2010 from Mr. Rajarshi Ghosh, a Company Secretary in practice, a copy thereof is annexed hereto as part of the Directors Report and marked as Annexure D.

PERSONNEL AND INDUSTRIAL RELATION

All along, the Company maintained a cordial and harmonious relationship with its employees at all level. Your directors put on record their appreciation of the hard work and efficiency of Its employees which enabled the Company to achieve its objectives.

CAUTIONARY STATEMENT

The statements made in this report describing Companys estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Companys operations include demand supply conditions, raw material prices, changes in Government regulations, tax regimes, economic developments of the country and other factors like litigations and labour negotiations, etc.

CONCLUSION

Your Directors place on record their appreciation of the co-operation and support received from investors, customers, shareholders, bankers, vendors and statutory and Regulatory Authorities. The Directors also thank the employees for the their significant contribution in Companys performance. The Directors now look forward to the future with confidence and optimism.

For and on behalf of the Board of Directors Acknit Industries Limited

S. K. Saraf Chairman-Cum-Managing Director

S. K. Ghosh Director

Place: Kolkata

Date : The 20th day of August, 2010